Los Altos Hills City Council
October 19, 2023

1 City Council Regular Meeting Agenda
October 19, 2023
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NOTICE TO PUBLIC
Any writings or documents provided to a majority of the City Council regarding any item on the open session portion of this agenda will be made available for public inspection in the City Clerk’s office located at 26379 Fremont Road, Los Altos Hills, California during normal business hours. These materials will also be made available on the City website at www.losaltoshills.ca.gov subject to Staff’s ability to post the documents before the meeting.

Meetings of the City Council are held in-person. As a courtesy, and in compliance with applicable state law, staff and members of the public may participate in the meeting in person at Town Hall or virtually via Zoom Video Conference. Members of the City Council may participate remotely from time to time in accordance with the provisions of Government Code section 54953.

To attend the meeting in person:

City Council Chambers, 26379 Fremont Road, Los Altos Hills, CA 94022 To provide Public Comment in person:

Members of the public wishing to speak are requested to complete a speaker card and submit it to the City Clerk at the meeting.

To participate in the meeting via Zoom Video Conference, please follow the instructions below:

Public comment will also be accepted via email at [email protected] prior to the start of the meeting. Written comments will be posted on the website and distributed to the Council.

If you choose to email your comments, please indicate in the subject line “FOR PUBLIC COMMENT” and indicate the item number.

If you wish to submit a public comment during the meeting, please use the following information.

Before speaking, please identify yourself by name and where you reside. The City Council meeting will be live-streamed on the Town’s website and via Zoom at the following location:

https://bit.ly/October19CCMeetingLAH
Webinar ID: 844 0382 3134
Passcode: 94022
Phone: 669 900 6833
Town of Los Altos Hills
City Council Regular Meeting Agenda
Thursday, October 19, 2023 at 6:00 p.m.

Council Chambers, 26379 Fremont Road
Los Altos Hills, California

2 City Council Regular Meeting Agenda
October 19, 2023
Public testimony will be taken at the direction of the mayor and members of the public may only comment during times allotted for public comments. This meeting will be broadcast via livestream service at http://www.losaltoshills.ca.gov.

CALL TO ORDER (6:00 P.M.)
A. Roll Call
B. Pledge of Allegiance

1. AGENDA REVIEW

2. PRESENTATIONS AND APPOINTMENTS
A. Appointment to the Los Altos Hills Technology Committee B. Presentation from the Los Altos Hills County Fire District (LAHCFD) for updates on the Defensible Space Brush Chipping and Debris Removal Services, Home Ignition Zone Assessment and Rebate Program, Evacuation Route Projects for public safety and wildfire preparedness in LAHCFD

3. PRESENTATIONS FROM THE FLOOR
Persons wishing to address the Council on any subject not on the agenda may do so now. Please complete a speaker Card located on the back table of the Council Chambers and submit it to the City Clerk. Comments are limited to two (2) minutes per speaker. California law prohibits the Council from acting on items that do not appear on the agenda. Under a Resolution previously adopted by the Council, such items can be referred to staff for appropriate action, which may include placement on the next available agenda.

4. CONSENT CALENDAR
A. Approval of Adjourned Regular City Council Meeting Minutes – September 28, 2023 B. Approval of Special City Council Meeting Minutes – September 28, 2023 C. Approval of Special City Council Meeting Minutes – October 10, 2023 D. Administrative Changes to the Monthly Treasurer’s and Disbursement Reports (Staff:

Administrative Services)
E. Approval of Treasurer’s Report for the Month Ended August 31, 2023 (Staff:

Administrative Services)
F. Resolution Appropriating $250,000 from the Unreserved General Fund for Genesis Private Security Services (Staff: C. Einfalt)
G. Resolution of the City Council Authorizing December 27-29, 2023 Town Hall Closure (Staff: C. Einfalt)

3 City Council Regular Meeting Agenda
October 19, 2023
H. Resolution Approving the Cities Association of Santa Clara County’s Joint Powers Agreement to Establish the Cities Association of Santa Clara County Joint Powers Agency and Authorizing the City Manager to Execute the Agreement (Staff: P. Pirnejad) I. Resolution Authorizing the City Manager to Execute Amendment No. 1 to Joint Exercise Powers Agreement and Cooperation Agreement to Undertake or to Assist in the Undertaking of Essential Activities Pursuant to Title I of the Housing and Community Development Act of 1974, as Amended, for the Period of October 1, 2017 to September 30, 2020 and Subsequent Automatic Renewals Unless Terminated (Staff: E. Ling)
J. Informational Item: Comments on the Federal Aviation Administration’s Review of the Civil Aviation Noise Policy, Docket ID No. FAA-2023-0855, 86 Fed. Reg. 26641 (May 1, 2023)
K. Resolution Authorizing the City Manager to Execute a Construction Agreement with Smelly Mel’s Plumbing, Inc. for the 2023 Sanitary Sewer Repair and Replacement Project for a Total Amount not to exceed $520,630 (Staff: D. Liang)
L. Resolution Accepting Dedication of Pathway Easement from Lands of Nevens at 24142 Summerhill Avenue (Staff: W. Kim)
M. Resolution Authorizing the City Manager to Purchase a Bucket Truck from Versalift, a Time Manufacturing Company, in an amount not to exceed $191,442.00 (Staff: W. Kim) N. Resolution Approving the Application for Construction of 12823 La Barranca Road Sanitary Sewer Main Extension and the Sewer Construction and Dedication Agreement (Staff: W. Kim)
O. Resolution Accepting the 2022 Sanitary Sewer Repair and Replacement Project (Staff:

W. Kim)
P. Notification of Fast Track Approval: 25661 La Lanne Court – File #SD23-0022 – Lands of Yuan - Site Development Permit for a new 6,125 square-foot one-story residence with attached garage, 800 square-foot detached ADU, and associated site improvements.

CEQA review: Categorical Exemption per Section 15301(1)(1) and 15303(a) (Staff: J.

Fox) Appeal deadline: Tuesday, October 24, 2023 at 4:00pm.

5. NEW BUSINESS
A. Request to cancel the November 16, 2023, Regular City Council Meeting and Schedule a Special Meeting on Monday, November 13, 2023 (Staff: D. Padovan)

4 City Council Regular Meeting Agenda
October 19, 2023

6. PUBLIC HEARINGS
 City Council Ex Parte Contacts Policy Disclosure
A. Request to Remove the Francis Avidano Home from the Inventory of Historic Sites and Structures within General Plan Appendix 4a-Historic Sites; CEQA Review: Project is Exempt per Sections 15061(b)(3) (Staff: B. Evanson)

7. STAFF REPORTS
A. City Attorney
B. City Clerk
C. Community Development Director
D. Administrative Services Director
E. Public Works Director
F. City Manager

8. REPORTS FROM COUNCIL LIAISONS ON STANDING COMMITTEES, AD HOC

COMMITTEES, AND COUNCIL MEMBERS ON OUTSIDE AGENCIES
A. Report by the Undergrounding Subcommittee (Councilmember Tyson) B. Report from the Council Ad Hoc Committee Focusing on Broadband (Councilmembers Mok and Tankha)
C. Report from the Council Ad Hoc Committee on Residential Burglaries (Councilmembers Tankha and Tyson)
D. Report from the City Council Ad Hoc Committee to Review the Changes to the Standing Committee Resolution (Councilmembers Schmidt and Tyson) E. Status Reports from All Councilmembers on Committee Liaison Assignments and Outside Agencies Activities

9. COUNCIL INITIATED

10. ADJOURN
Pursuant to Ordinance No. 506, the Council Meeting shall adjourn no later than 10:00 p.m., unless otherwise approved by a majority of the Councilmembers present.

5 City Council Regular Meeting Agenda
October 19, 2023

ASSISTANCE FOR PERSONS WITH DISABILITIES
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in the meeting, please contact the City Clerk at 650-941-7222. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Copies of all agenda reports and supporting data are available for inspection at Town Hall, 26379 Fremont Road 72 hours in advance of the meeting.

A complete agenda can be found on the Town’s webpage: http://www.losaltoshills.ca.gov. A complete packet of information is available for inspection during the meeting at the table to the back of the Council Chambers and online. Council may take action on any agendized matter in any manner deemed appropriate by Council.

TOWN OF LOS ALTOS HILLS

MEMORANDUM
DATE: October 19, 2023
TO: Honorable Mayor and Members of the Council
FROM: Deborah Padovan, City Clerk
RE: Appointment to the Los Altos Hills Technology Committee Attached for your review and consideration is an application from Lew Jamison for appointment to the Los Altos Hills Technology Committee The term would run for four years, beginning in September 2023, and ending in September 2027.

Resolution 90-22 stipulates that the membership of this committee shall consist of a minimum of five (5) members and a maximum of seven (7) members. The Town currently has one (1) vacancy on the committee. With this appointment, the committee would have no openings.

AGENDA ITEM #2.A

From: [email protected]
To: Deborah Padovan; Emina Steta; Sarah Robustelli
Subject: Online Form Submittal: Town Committee/Planning Commission Application Form Date: Monday, September 18, 2023 5:26:24 PM
Town Committee/Planning Commission Application Form
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Phone: 650-941-7222
Fax: 650-941-3160
About this Application
Town citizens are encouraged to apply at any time to serve on the Town’s committees, and certain special appointed positions. Applications are reviewed when openings are available; qualified applicants will then be invited to interview with the City Council. This application is intended to assist the City Council to learn more about you and your interests in serving on one of the Town’s committees.

Preference for Serving
On:

Technology Committer
Name Lewis Jamison
Registered Voter Yes
Address Los Altos Hills, CA 94023
Home Phone
Work Phone
Cell Phone
Email Address
Number of Years Town
Resident
29 (Section Break)
What motivated you to
apply to serve on the
Committee /
Commission?
I have served as CRC member and chair on several occasions, I have also worked with Roger Brunell on the 50th anniversary party and chairs the picnic after COVID.

How many meetings
have you attended of
5

the Committee /
Commission for which
you are applying?
Please describe your
involvement in
community activities,
civic services, and
volunteer
organizations.

I like to contribute from my experience.

What skills and / or
attributes will you bring
to the Committee /
Commission you are
applying for?
I have a BSEE and an MBA
And I also worked for most of the high tech companies in the valley. Including SUN Microsystems, Portal Software, BAE Systems, Cisco Systems and NetApp.

What particular area of
responsibility on this
Committee /
Commission interests
you?
Working with AI
Education Background
and Professional
Activities
I already indicated I have a BSEE and an MBA
Please state reasons
why you want to
become a member of
this Committee /
Commission, including
what specific objectives
you would be working
toward as a member.

I will have voting privileges on Motions.

Are you aware of any
existing or proposed
Town or private
projects or personal
relationships that may
create a conflict of
interest that could
affect your decisions?
Yes
If "Yes", please explain.

If "No", please type
I have no conflicts

"N.A."
Are you aware of any
issues now or
proposed that might
require you to recuse
yourself?
Yes
If "Yes", please explain.

If "No", please type
"N.A."
If I am involved in contracts pending with the town an I have an interest I will recuse myself.

Membership on
standing Committees /
Commissions often
entails meetings
throughout the year,
and most Committees /
Commissions meet at
least once monthly.

Can you be available
for these meetings?
Yes
I voluntarily submit this application to the Town of Los Altos Hills Standing Committees/Planning Commission, and verify that the information contained in this application is correct.

Please check the box I have read the Code of Conduct for Appointed Persons Signature Lewis Jamison
Date 9/18/2023
(Section Break)
Please let us know how
you heard about the
Town's Committees
and Membership
Application.

Other
If other, please explain. I am an associate member of the technology committee and a member of the CRC
(Section Break)
Please Note
Please note that your appointment will be posted on the Town’s website as a Standing Committee member. Your signed application is public record and will be available on request.

Online Resources Town of Los Altos Hills Website
Questions?
Questions and additional information regarding the selection process should be directed to the City Clerk at 650-941-7222.

Thank you for your interest in serving your community!
Email not displaying correctly? View it in your browser.

1 Make your home more defensible
against a wildland fire
Remove hazardous brush, tree limbs, and
vegetation.

Clear or prune flammable vegetation 0-
100-feet from structures and create a zerovegetation zone 0-5-feet from structures.

Tree limbs should be cut that are within
10-feet of chimneys.

Trees that are 18-feet or taller should be
limbed a minimum of 6-feet above the
ground. lahcfd.org/dsbcregistration
Integrated Hazardous Fuel Reduction:

Defensible Space Brush Chipping and Debris Removal
Program
AGENDA ITEM #2.B

2 Arastradero Road
Page Mill Road
Mora-Ravensbury
Magdalena-Summerhill
Robleda-Burke
Integrated Hazardous Fuel Reduction:

Evacuation Route Hardening Projects

3 Integrated Hazardous Fuel Reduction:

Right of Entry

4 Vegetation growing close to a
building can cause a structure to
ignite. Vents on the sides of
buildings can also serve as
openings for embers to enter a
structure and ignite.

Integrated Hazardous Fuel Reduction:

Home Ignition Zone Assessment Program

1 City Council Regular Adjourned Meeting Minutes
September 28, 2023
Town of Los Altos Hills
City Council Regular Adjourned Meeting Minutes
Thursday, September 28, 2023
Council Chambers, 26379 Fremont Road, Los Altos Hills, California

Present: Mayor Linda Swan, Vice Mayor Stanley Q. Mok, Councilmember Lisa Schmidt, Councilmember George Tyson, Councilmember Kavita Tankha

Absent: None
Staff: City Manager Peter Pirnejad, City Attorney Steve Mattas, Community Development Director Bradley Evanson, Public Works Director/City Engineer WooJae Kim, Assistant to the City Manager Cody Einfalt, City Clerk Deborah Padovan
CALL TO ORDER (6:00 P.M.)
A. Roll Call
B. Pledge of Allegiance
Mayor Swan called the meeting to order at 6:08 p.m.

Councilmember Tyson arrived at 6:13 p.m.

1. AGENDA REVIEW
There were no changes to the agenda.

2. PRESENTATIONS AND APPOINTMENTS
A. Appointment to the Los Altos Hills History Committee City Clerk Padovan presented the application of Patty Woolsey.

Ms. Woolsey expressed interest in serving on the History Committee.

MOTION MADE AND SECONDED: Councilmember Schmidt moved to appoint Patty Woolsey to the Los Altos Hills History Committee for a four-year term. The motion was seconded by Councilmember Tankha.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
AGENDA ITEM #4.A
DRAFT

2 City Council Regular Adjourned Meeting Minutes
September 28, 2023
RECUSE: None
ABSENT: None
B. Appointment to the Los Altos/Los Altos Hills Senior Commission

City Clerk Padovan presented the application of Sharvari Dixit.

Ms. Dixit expressed her interest in serving on the committee.

MOTION MADE AND SECONDED: Councilmember Tankha moved to appoint Sharvari Dixit to the Los Altos/Los Altos Hills Senior Commission to serve a fouryear term. The motion was seconded by Councilmember Tyson.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
C. Appointment to the Los Altos Hills Pathways Committee (Completing a Partial Term)

City Clerk Padovan presented the application of Kater Hake.

He introduced himself to the Council and expressed an interest in serving on the committee.

He was not appointed. Mayor Swan asked that he attend some Pathway Committee meetings before being considered for appointment.

D. Presentation by Silicon Valley Clean Energy on the Electric Showcase Awards

Councilmember Tyson introduced Zoe Elizabeth with Silicon Valley Clean Energy (SVCE).

Ms. Elizabeth presented the certificate to the winners of the Electric Showcase Awards. Congregation Beth Am and Judy Lu received the awards and took a photo with the City Council.

No action was taken.

3. PRESENTATIONS FROM THE FLOOR

Tony Scott, Los Altos Hills, spoke about his property that is on the General Plan Exhibit A and requested that the Council remove the historic designation from his property.

DRAFT

3 City Council Regular Adjourned Meeting Minutes
September 28, 2023
Allan Epstein, Los Altos Hills, said that there are a number of items on the agenda tonight related to law enforcement. He asked for clarification on the upcoming sheriff’s contract and the status of the law enforcement services.

4. CONSENT CALENDAR

Mayor Swan asked to pull Item 4.P for discussion.

She asked to postpone Item 4.F and Item 4.R to the Thursday, October 19, 2023 Regular City Council Meeting.

MOTION MADE AND SECONDED: Councilmember Tankha moved to approve the Consent Calendar with the exception of Items 4.F, 4.P., and 4.R. The motion was seconded by Vice Mayor Mok.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
A. Approval of Special City Council Meeting Minutes – August 17, 2023

B. Approval of Regular City Council Meeting Minutes – August 17, 2023

C. Approval of Special City Council Meeting Minutes – August 23, 2023

D. Approval of Special City Council Meeting Minutes – September 8, 2023

E. Disbursements for August 1-31, 2023 $1,513,903.19

F. Approval of Treasurer’s Report for the Month Ended August 31, 2023 (Staff:

Administrative Services) – This item was removed from the agenda and continued to the October 19, 2023 Regular City Council Meeting.

G. Received Quarterly Investment Portfolio Report – Quarter Ending June 30, 203 (Staff: Administrative Services)
H. Rejection of Claim of McCormick (Staff: D. Padovan)

I. Consideration and Issuance of Report on Efforts to Alleviate the Conditions which led to the Adoption of the SB 9 Urgency Ordinance (Staff: E. Ling)

DRAFT

4 City Council Regular Adjourned Meeting Minutes
September 28, 2023
J. Adoption (Second Reading) of Ordinance 610 of the Town of Los Altos Hills Amending Title 9 (Subdivisions and Plan Lines) and Title 10 (Zoning and Site Development) of the Los Altos Hills Municipal Code to add Article 16 to Chapter 1, and Article 15 to Chapter 1, Respectively, Establishing Regulations for the Subdivision and Development of Qualified Senate Bill 9 Properties. (Staff: E. Ling) – Waive Reading and Adopt the Ordinance

K. Informational update on VTA Measure B – Bicycle & Pedestrian Education & Encouragement Funds (Staff: W. Kim)

L. Resolution 79-23 Accepting the Storm Drain Improvements at Purissima Park, Story Hill Lane, and Oak Park Court Project (Staff: D. Liang) M. Informational Item: SB 450 Opposition Correspondence (Staff: P. Pirnejad)

N. Resolution 80-23 Repealing Resolution 24-22 Related to Mandatory COVID-19 Vaccine and Testing Policy (Staff: P. Pirnejad)

O. Resolution 81-23 Appointing Representatives to PLAN JPA On Behalf of the Town Of Los Altos Hills (Staff: C. Einfalt)

P. Resolution 82-23 Approving Changes to the Employee Handbook Pursuant to Recent Legal Requirements and Risk Management Best Practices (Staff: P. Pirnejad)

City Manager Pirnejad explained the updates to the employee handbook.

MOTION MADE AND SECONDED: Councilmember Tankha moved to adopt Resolution 82-23 Approving Changes to the Employee Handbook Pursuant to Recent Legal Requirements and Risk Management Best Practices. The motion was seconded by Councilmember Tyson.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
Q. Declaring the Week of October 7 through October 15, 2023 as “Compassion Week 2023” (Staff: P. Pirnejad)

R. Authorize the Mayor or City Manager to Enter into the Joint Powers Agency Agreement for Cities Association of Santa Clara County (Staff: P. Pirnejad) – This item was removed from the agenda and continued to the October19, 2023 Regular City Council Meeting.

DRAFT

5 City Council Regular Adjourned Meeting Minutes
September 28, 2023

5. NEW BUSINESS

A. Consider Scheduling a “Sacramento Legislative Action Day” in Early 2024 (Staff: P.

Pirnejad)
City Manager Pirnejad presented the report.

Council discussion ensued.

The Council agreed to partner with the Peninsula Division of the League of California cities and determine what issues might relate to LAH. Mayor Swan agreed to go. City Manager Pirnejad said he would bring back more information when the time comes.

B. Consideration of a Resolution 83-23 Approving a Waiver of Applicable Application Processing Fees for Planning Permits Review for Facilities Proposed by Los Altos Hills Community Fiber (Staff: P. Pirnejad)

Assistant to the City Manager Cody Einfalt presented the report.

Council discussion ensued.

Public Comment

Sasha Zbrozek, Los Altos Hills, said the FCC’s authority is quite clear. Why is a CUP needed at all? He asked for a clear explanation.

Janna Clayton, Los Altos Hills, she is the treasurer of LAHCF and clarified a few points. They are asking for exemptions for their radio antennas.

Allan Epstein, Los Altos Hills, expressed concerns from the financial standpoint. Waiving the fees does not eliminate the work the staff has to do, or the costs incurred. It’s a budgetary expense. If you waive fees, that transfers the costs to other applicants.

Kjell Karlsson, Los Altos Hills, anything that falls in the scope of the FCC rules, doesn’t need any work from staff.

Further Council discussion ensued.

MOTION MADE AND SECONDED: Mayor Swan moved to approve Resolution 83-23 Approving a Waiver of Applicable Application Processing Fees for Planning Permits Review for Facilities Proposed by Los Altos Hills Community Fiber, as amended to waive the fees for the first 5 years and reevaluate at that time.

DRAFT

6 City Council Regular Adjourned Meeting Minutes
September 28, 2023
MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
C. Discussion and Possible Action to Reschedule the December Regular City Council Meeting (Staff: D. Padovan)

City Clerk Padovan presented the staff report.

MOTION MADE AND SECONDED: Mayor Swan moved to cancel the Thursday, December 21, 2023 Regular City Council meeting and schedule a Special City Council Meeting for Thursday, December 14, 2023. The motion was seconded by Councilmember Tyson.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
D. Introduction of Ordinance (First Reading) Amending Section 2-1.201 Of Title 2, Chapter 1, Article 2 of the Los Altos Hills Municipal Code, “Councilmember Salaries” (Staff: S. Mattas) – Waive Reading and Introduce the Ordinance

City Attorney Steve Mattas presented the staff report.

Council discussion ensued.

MOTION MADE AND SECONDED: Mayor Swan moved to Waive Reading and Introduce the Ordinance (First Reading) Amending Section 2-1.201 Of Title 2, Chapter 1, Article 2 of the Los Altos Hills Municipal Code, “Councilmember Salaries.” The motion was seconded by Councilmember Mok.

Public Comment
Sasha Zbrozek, Los Altos Hills, said that time cost is a barrier. Tear down these barriers and give yourself a raise.

Allan Epstein, Los Altos Hills, sent an email that identified what the Council received in 2022 and comparable cities in the area. Most of the comparable cities don’t pay salaries or benefits. If everyone were to take the salary and benefits, it would cost the Town $160K per year.

DRAFT

7 City Council Regular Adjourned Meeting Minutes
September 28, 2023
MOTION FAILED 2-3:

AYES: Swan, Mok
NOES: Schmidt, Tankha, Tyson
ABSTAIN: None
RECUSE: None
ABSENT: None
E. Resolution 84-23 Authorizing the City Manager to Submit Payment to the Santa Clara County Office of the Sheriff for Additional Law Enforcement Services Received During FY 22-23 Totaling $432,877 and Appropriating Funds from the Unreserved General Fund for Law Enforcement Services (Staff: C. Einfalt) Assistant to the City Manager Cody Einfalt presented the staff report.

Council discussion ensued.

MOTION MADE AND SECONDED: Councilmember Tyson moved to adopt Resolution 84-23 Authorizing the City Manager to Submit Payment to the Santa Clara County Office of the Sheriff for Additional Law Enforcement Services Received During FY 22-23 Totaling $432,877 and Appropriating Funds from the Unreserved General Fund for Law Enforcement Services. The motion was seconded by Councilmember Schmidt.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
F. Update on Residential Burglary Efforts Including a Third-Party Review of the Town’s ALPR System, Public Awareness Campaign Efforts, and an Overview of Genesis Private Security with Future Options/Considerations (Staff: P. Pirnejad) MRG Consultant Brian Uhler provided a report on residential burglary efforts and provided proposed options for the Council to consider.

Council discussion ensued.

Public Comment
Paige Alloo, Los Altos Hills, said she is a co-leader of a neighborhood watch and the message she has is that people are scared. You read about it everywhere. We have done a lot of work in our neighborhood watch and educated people on how to keep your home safe. It needs to be addressed with more, not less.

DRAFT

8 City Council Regular Adjourned Meeting Minutes
September 28, 2023
Sasha Zbrozek, Los Altos Hills, said that he has no opinion of private patrols. He said that we should not have ALPRs in LAH. We can’t tell if they work, and they cost more, and it is not clear that we are getting anything for it.

Erika Ameri, Los Altos Hills, a safe place to live is a key characteristic of a civilized society. The police need to protect the citizens. It is not feeling very safe these days. They want more sheriff and more private patrols and anything else that can be done that can make the residents feel safer.

Op56, Town Not Stated, said she has been given $76,000 to hire a private patrol.

We are terrified. We don’t have faith in our town government to keep us safe. She is in favor of private patrol. The number of patrols should be increased 10-fold.

Elizabeth Roberts, Los Altos Hills, agreed with the previous speaker. Perhaps we could partner with Google for more cameras. We need to have four to six deputies on duty at any given time.

Anand Ranganathan, Los Altos Hills, thinks that we have a lot of data on ALPRs and it is clear they don’t work and cost a boatload of money.

Jim Basiji, Los Altos Hills, wholeheartedly is in favor of what Erika and Fiona said. This is not a joke. He told a story of a burglary that happened to her many years ago. Six other burglaries happened in the past year around his area.

Rajiv Bhateja, Los Altos Hills, presented a slide on how little we spend compared to other towns on law enforcement. We are on track to triple burglaries from two years ago. He requested that the town try funding private patrols through this fiscal year.

Kjell Karlsson, Los Altos Hills, said that a deputy in a patrol car should be doing traffic stops. We shouldn’t have a motorcycle deputy trying to do some patrol work. Please specify traffic enforcement, talking about a patrol deputy in a patrol vehicle.

Further council discussion ensued.

MOTION MADE AND SECONDED: Councilmember Schmidt moved to double the budget for overtime deputies from one to two, with a focus on their efficient deployment; and to double the allocation for private patrol over the next four months while closely monitoring burglary rates in order to allow us to assess the effectiveness of the extra security measures by March 31, 2024. The motion was seconded by Councilmember Tankha.

MOTION PASSED 4-1:

AYES: Swan, Schmidt, Tankha, Tyson
NOES: Mok
DRAFT

9 City Council Regular Adjourned Meeting Minutes
September 28, 2023
ABSTAIN: None
RECUSE: None
ABSENT: None
MOTION MADE AND SECONDED: Councilmember Tyson moved to continue the meeting past 10:00 p.m. The motion was seconded by Councilmember Schmidt.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
Recess at 9:44 p.m.

Reconvene to Open Session at 9:52 p.m.

6. STAFF REPORTS

A. City Attorney
City Attorney Mattas reported that SB 450 did not make it out of both houses. It has now been placed in a legislative inactive file and can be brought up again.

B. City Clerk
No report.

C. Planning Director
Director Evanson said that we are in a contract with a consultant for the Reach Codes. In August the Planning Commission and Environmental Initiatives Committee met in a joint meeting this month. They will meet again in October. They will be presented to the Council in November.

Public Comment
Anand Ranganathan, Los Altos Hills, said the EIC has offered to do the work and they have been ignored and rebuffed. They are willing to do all of the work and talk to the vendors and the stakeholders to determine what needs to be done. Just let us do it. There needs to be a culture of saying - allow the committees to do the work.

D. Administrative Services Director
DRAFT

10 City Council Regular Adjourned Meeting Minutes
September 28, 2023
City Manager Pirnejad informed the Council about the staff vacancies that are currently in recruitment. We are on track to have both the Accounting Manager and Administrative Services Director filled by the end of this year. The audit was completed last week, and we will receive the final audit results in the near future.

E. Public Works Director
Director Kim reported that the town’s annual street repair project and the pathways construction on Briones Way, Concepcion Road, and La Paloma Road are moving forward and currently on schedule. The annual street project should be completed by mid-October. For the pathway project, the Briones Way path was installed and completed by the Public Works maintenance staff. The contractor is currently working on pathways on Conception Road and La Paloma Road. All work is anticipated to be completed by the end of October.

F. City Manager
City Manager Pirnejad provided the following:

Residential Burglary Updates and the analysis for potential options as we approach the Sheriff’s contract renewal. Contractor Brian Uhler from MRG is on medical leave and we will continue to find resources that might be able to keep up on track for a City Council recommendation and discussion before the end of the year.

Recruitment Efforts are well underway to fill vacancies in the organization.

A Real-Time Financial Transparency Tool that links to a running list of all the contracts under the City Manager Signing authority was added several weeks ago to the Weekly.

Goal Setting Session – 1st Meeting
Staff held their 1st retreat yesterday with Dr. Frank Benest to plan for the upcoming 2-year Council Work Plan. This document will be important as the Town transitions to a two-year budget cycle in the next fiscal year.

Vines and Wines is scheduled – Sunday October 15, 2023 from 2:00 p.m. to 5:00 p.m. at Town Hall under the Oak Tree.

ICMA Conference, September 30, 2023 - October 4, 2023 in Austin Texas.

Community Services
Touch a Truck will be taking place this Saturday September 30, 2023 from 9:00 a.m. to 11:00 a.m. at Gardner Bullis.

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11 City Council Regular Adjourned Meeting Minutes
September 28, 2023
This Sunday, October 1, 2023 from 2:00 p.m. to 5:00 p.m. there will be an Artist Reception at Town Hall.

Guess the Pumpkin’s Weight Giant Pumpkin will be delivered to Town Hall to celebrate Fall and Halloween.

7. REPORTS FROM COMMITTEES, SUB-COMMITTEES, AND

COUNCILMEMBERS ON OUTSIDE AGENCIES

A. Report by the Undergrounding Subcommittee (Councilmember Tyson)

Councilmember Tyson reported that a composite drawing has been submitted. PG&E is working on their cost estimates and the project is on track to be funded in 2024. No action was taken.

B. Report and Possible Action from the Council Ad Hoc Committee Focusing on Broadband (Councilmembers Mok and Tankha)

Vice Mayor Mok reported that we have had some significant movement in broadband. He would like to get a handle on how many real complaints we have on broadband at this time, and then determine the next steps. No action was taken.

C. Report from the Council Ad Hoc Committee on Residential Burglaries (Councilmembers Tankha and Tyson)

No further report.

D. Report from the City Council Ad Hoc Committee to Review the Changes to the Standing Committee Resolution (Councilmembers Schmidt and Tyson)

Councilmember Tyson reported that a listening session occurred with committee chairs on September 20. There were vigorous comments and feedback. They are working on making more revisions in order to bridge the divide. Some committee members and chairs don't want more rules and restrictions, and they are trying to strike a balance. No action was taken.

E. Status Reports from All Councilmembers on Committee Liaison Assignments and Outside Agencies Activities
Councilmember Tyson reported that the CEO of Silicon Valley Clean Energy SVCE has announced his retirement, and they are proceeding with planning interviews.

He thanked Supervisor Joe Simitian for providing county funding for CHAC. With the assistance of the County, they have righted the budget.

DRAFT

12 City Council Regular Adjourned Meeting Minutes
September 28, 2023
Mayor Swan reported that she went to the Cities Association meeting, and they formed a JPA, and that agreement will come to the Council next month for approval.

She said she went to the following events: Campbell State of the City; Sunnyvale State of the City; League of California Cities; and the Atherton centennial celebration.

8. COUNCIL INITIATED ITEMS

A. Request to Revisit the Ordinance Authorizing the City Manager’s Signing Authority (Mayor Swan)
Mayor Swan presented the item.

Council discussion ensued.

No action was taken.

B. Request to allow Los Altos Hills to Participate in a forum at Foothill College that will focus on “Strengthening Collaborative Artificial Intelligence (AI) Opportunities in Silicon Valley”. This initial effort is to help create a regional coalition with select Silicon Valley Mayors, San Jose State University, Foothill College, and the business community to develop a regional approach for the successful implementation of AI (Mayor Swan)

Mayor Swan introduced the item.

Council discussion ensued.

There was Council consensus to participate in a forum at Foothill College.

C. Consider the Addition of New Furniture in the Town Hall Courtyard for Community Engagement (Mayor Swan)
Mayor Swan withdrew her request as the Los Altos Hills Environmental Initiatives Committee had already ordered a bench based on a grant received from Silicon Valley Clean Energy.

9. ADJOURN

The meeting was adjourned at 10:28 p.m.

Respectfully submitted,
Deborah Padovan
City Clerk
DRAFT

1 City Council Special Meeting Minutes
September 28, 2023
Town of Los Altos Hills
City Council Special Meeting Minutes
Thursday, September 28, 2023
Council Chambers, 26379 Fremont Road, Los Altos Hills, California

Present: Mayor Linda Swan, Vice Mayor Stanley Q. Mok, Councilmember Lisa Schmidt, Councilmember George Tyson, Councilmember Kavita Tankha

Absent: None
Staff: City Manager Peter Pirnejad, City Attorney Steve Mattas, Community Development Director Bradley Evanson, Public Works Director/City Engineer WooJae Kim, Assistant to the City Manager Cody Einfalt, City Clerk Deborah Padovan
CALL TO ORDER (AGENDIZED FOR 7:00 P.M.)
A. Roll Call
B. Pledge of Allegiance
Mayor Swan called the meeting to order at 10:30 p.m.

1. PUBLIC COMMENT (PUBLIC COMMENT IS LIMITED TO ITEMS WHICH

ARE THE SUBJECT OF THE SPECIAL MEETING)
There was no public comment.

2. CONSENT CALENDAR
A. Resolution 86-23 Authorizing Approval of a Contract Amendment with Eide Bailly in an amount not to exceed $100,000 to Provide Fiscal Year-End Support Services and Staffing Services Due to Vacancies (Staff: P. Pirnejad) City Manager Peter Pirnejad asked to increase the amount not to exceed to $120,000.

MOTION MADE AND SECONDED: Vice Mayor Mok moved to approve Resolution 86-23 Authorizing Approval of a Contract Amendment with Eide Bailly in an amount not to exceed $100,000 to Provide Fiscal Year-End Support Services and Staffing Services Due to Vacancies, as amended to increase the amount not to exceed to $120,000. The motion was seconded by Councilmember Tyson.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
AGENDA ITEM #4.B
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2 City Council Special Meeting Minutes
September 28, 2023
ABSTAIN: None
RECUSE: None
ABSENT: None

3. PUBLIC HEARINGS
 City Council Ex Parte Contacts Policy Disclosure
None.

A. Consideration of an Appeal of the Planning Commission’s Decision to Deny an Appeal Regarding an Administrative Decision of Preliminary Application Submittal Dates for Two Housing Development Proposals at 11511 Summit Wood Road (APN:
336-43-015) – File #APL23-0004; CEQA review: Consideration of the appeal for Preliminary Application submittal issues is not considered a project and is therefore exempt from CEQA. (Staff: B. Evanson) (Resolution 85-23) Consultant Planner Suzanne Avila presented the staff report.

Council asked questions of staff and received responses.

Sasha Zbrozek presented his appeal.

Mayor Swan opened the Public Hearing.

Seeing no one wishing to speak, Mayor Swan closed the Public Hearing.

City Attorney Mattas responded to the letters that were received by the town in support of the appellant.

MOTION MADE AND SECONDED: Councilmember Tyson moved to approve Resolution 86-23 Denying an Appeal (APL23-0002) of a Planning Commission Decision Denying an Appeal and Upholding an Administrative Determination of Preliminary Application Submittal Dates for Two Development Proposals at 11511 Summit Wood Road. The motion was seconded by Vice Mayor Mok.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
DRAFT

3 City Council Special Meeting Minutes
September 28, 2023

4. ADJOURN

The meeting was adjourned at 11:01 p.m.

Respectfully submitted,
Deborah Padovan
City Clerk
DRAFT

1 City Council Special Meeting Minutes
October 10, 2023

CALL TO ORDER, ROLL CALL

Present: Mayor Linda Swan (attended virtually pursuant to Gov. Code Section 54953(b)), Vice Mayor Stanley Q. Mok, Councilmember Lisa H. Schmidt (attended virtually pursuant to Gov. Code Section 54953(b)), Councilmember Kavita Tankha, Councilmember George Tyson

Absent: None
Staff: City Attorney Steve Mattas, City Manager Peter Pirnejad (left the meeting at 7:53 p.m.), Assistant to the City Manager Cody Einfalt (left the meeting at 7:53 p.m.), City Clerk Deborah Padovan (left the meeting at 7:53 p.m.) Mayor Swan called the meeting to order at 7:30 p.m. and asked for a Moment of Silence for the victims of the conflict in the Middle East.

PUBLIC COMMENT (Public Comment is Limited to Items which are the Subject of the Special Meeting)
Nicholas French, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Ginger Summitt, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Lew Jamison, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Birgitta Indaco, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Keren Emerzian, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Erika Ameri, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Zaydoon Jawadi, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Debbie Gualtieri, Los Altos Hills, thanked Nicholas French for sending out emails.

Town of Los Altos Hills
City Council Special Meeting Minutes
Tuesday, October 10, 2023 – 7:30 p.m.

Town Hall, 26379 Fremont Road, Los Altos Hills, California AGENDA ITEM #4.C
DRAFT

2 City Council Special Meeting Minutes
October 10, 2023
Jenny Bardsley, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Rajiv Bhateja, Los Altos Hills, expressed dissatisfaction with the performance of the City Manager.

Jim Waschura, Los Altos Hills, said that he agrees with many of the concerns expressed by the speakers before him. He suggested executive coaching or pairing of someone who is deeply connected with Los Altos Hills so we can create a synergy that will work with residents.

The City Council convened to Closed Session at 7:53 p.m. to consider the following:

A. CLOSED SESSION – PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Pursuant to Government Code Section 54957)
Position: City Manager

REPORTABLE ACTION
City Attorney Mattas stated that no reportable action resulted from the closed session.

The meeting was adjourned at 9:17 p.m.

Respectfully submitted,
Deborah Padovan
City Clerk
DRAFT

Memorandum
To: City Council
From: Emilia Archer, Interim Administra�ve Services Director Approve: Peter Pirnejad, City Manager
Re: Administra�ve Changes to the Monthly Treasurer’s and Disbursement Reports Staff discovered some opportuni�es for improvement from the August Treasurer’s Report, which was pulled from the September City Council mee�ng agenda. This report is required by Government Code Sec�on 41004, which states:
“Regularly, at least once each month, the city treasurer shall submit to the city clerk a written report and accounting of all receipts, disbursements, and fund balances. The city treasurer shall file a copy with the legislative body.”
Administra�ve Services Department staff have been producing this report a�er one month ends and pu�ng it on next month’s Council agenda. For instance, the report that was pulled from the September agenda was for August’s financials. This �ming has proven to be extremely challenging, especially when Council mee�ngs fall earlier in the month. Even fully staffed, the month-end close process takes �me, as does producing this report. While staff have atempted to produce this report for the Council mee�ng immediately following the end of the prior month, the result has been that reports that have contained errors and/or are not reflec�ve of the final numbers. Going forward, my plan is to have Administra�ve Services Department staff focus on comple�ng month-end close, and once that is ready, compiling both the Disbursements Report and the Treasurer’s Report to put on the next available Council agenda. That will most likely mean that these reports will be on the Council agenda a month later than has been the prac�ce (i.e., the August reports will go to Council in October).

Please let me know if you have any ques�ons or if you would like to discuss further.

AGENDA ITEM #4.D

From: allan epstein
To: Deborah Padovan
Cc: Peter Pirnejad; Emilia Archer
Subject: AGENDA ITEM # 4.D. Administrative Changes to the Monthly Treasurer"s and Disbursement Reports Date: Tuesday, October 17, 2023 3:14:21 PM
Hi Deborah,
Please attach this to the Agenda for the October 20, 2023 Council Meeting.

Thank you.

Best,
Allan
AGENDA ITEM # 4.D. Administrative Changes to the Monthly Treasurer’s and Disbursement Reports
For at least the last ten years the Town has routinely provided the Disbursement Journal for the precious month at the following month’s Council meeting, customarily held on the third Thursday in the month. This report is simply a printout of the checks and electronic transfers that were made during the previous month along with a short two-page staff report highlighting expenses of more than $10,000. Except for the months in which budget or ACFR work was presented, it was often the only report provided by the finance organization at Council meetings. We are now being told that producing this report in the subsequent month is “extremely challenging”. Considering this has been successfully done for more than 10 years and have never heard mention of any troubles, it is difficult to understand why more time is now required.

In February of this year, after the Civil Grand Jury identified in its report “Show Me the Money” that almost all the 15 cities in Santa Clara County were not providing a monthly Treasurer’s Report, in accordance with Section 41004 of the Government Code, the Town began to produce this report. The report is supposed to contain the starting and ending balance of each fund and show the disbursements and receipts of those funds that occurred during the month. While no format is specified for the Treasurer’s report, the Town adopted Los Gatos’ format, and from the beginning has had trouble properly preparing this report. It is expected that the disbursements shown in the Treasurer’s report should tie to those shown in the Disbursement Journal for the same month, but they were not. The Town also has included figures for two capital asset accounts (Sewer and Internal Service) that are not funds and are inappropriate to appear in a cash fund balance report. Once again, the receipts shown are a printout of work that was already completed in the prior month. If a bill was paid in the month it was recorded. If funds were received in the month they were recorded. Starting and ending balances are arithmetic. This is just like maintaining a check book register. No additional reconciliation or closing should be required. The figures represent a snapshot in time, are unaudited, and future adjustments are expected.

Staff now claims more time is required to correctly produce these reports. The August Treasurer’s Report, which had a $6 million error, in addition to other errors when published in September, still has errors when produced in October and still does not tie to August’s Disbursement Journal. The problem is not time, but process and procedures.

After more than ten years of producing the Disbursement Journal on time, each month, under five Administrative Services Directors it is surprising that the public now needs to wait an additional month to learn how its funds are being spent. If the Treasurer’s report needs to be delayed, so be it, but proper procedures should not make that necessary.

For the last six months I have offered to help with correcting these deficiencies, but my offer Supplemental No. 1
AGENDA ITEM #4.D
Distributed 10/17/23

has not been accepted.

TOWN OF LOS ALTOS HILLS October 19, 2023
Staff Report to the City Council
SUBJECT: RECEIVE AMENDED TREASURY REPORT FOR PERIOD
ENDING AUGUST 31, 2023
FROM: Bradford Rockabrand, Finance Consultant
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

Review and accept the Amended Treasurer’s Report for the month ended August 31,2023.

BACKGROUND:

California government code section 41004 requires that the City Treasurer submits to the City Clerk and the legislative body a written report and accounting of all receipts, disbursements, and fund balances. This report is prepared to fulfill the requirement.

The following attachments provide various financial transaction data for the Town of Los Altos Hills Funds collectively as well as specifically for the Town’s General (Operating) Fund.

DISCUSSION:

In accordance with California government code section 53646 (b) (3), the Town is financially well positioned and able to meet its estimated expenditure requirements for the next six months. As of August 31, 2023, the Town’s financial position (Assets $47.2M, Liabilities $8.0M, and Fund Equity $39.2M) remains very strong and there are no issues in meeting financial obligations now or in the foreseeable future.

Due to time constraints, not all essential adjustments have been incorporated in the current revenue and expenditure. However, the forthcoming report will include these adjustments, which may include but are not limited to payroll, CalPERS payroll liabilities, EFT deposits/transfer, flexible spending, or bank charges. These adjustments will result in an accurate reflection of the fund balance from the previous months.

ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act.

AGENDA ITEM #4.E

Staff Report Page 2
Treasury Report for Period Ending August 31, 2023
September 21, 2023
2023 CITY COUNCIL WORK PLAN:

The report is for financial transparency and was not specified as one of the C i t y Council’s Work Plan in 2023.

FISCAL IMPACT:

There is no fiscal impact for the August 2023 Treasury report.

ATTACHMENTS:

1. Change in Total Fund Balance

Attachment I
Fund Description
Prior Year
Carryforward
7/1/2023*
Increase/
(Decrease) July Current Revenue
Current
Expenditure Transfer In Transfer Out 8/31/2023*
General Fund:

Restricted Fund Balances:

Pension Trust 1,040,671 - - - - - 1,040,671
Committed Fund Balances:

Disaster Contingency Reserve 1,250,000 - - - - - 1,250,000 Pension Contributions Reserve 2,575,000 - - - - - 2,575,000 IT Equipment Replacmenet Reserve 50,000 - - - - - 50,000 Facilities Replacement Reserve 1,902,700 - - - - - 1,902,700 Equipment Replacement Reserve 594,000 - - - - - 594,000 Assigned Fund Balances:

Operating Contingency Reserve 2,071,500 - - - - - 2,071,500 Unassigned Fund Balances:

Unassigned Fund Balance Reserve 10,383,683 (377,281) 262,319 (551,958) - - 9,716,763 General Fund Total 19,867,554 (377,281) 262,319 (551,958) - - 19,200,634 Special Revenue
Parks and Recreation 380,704 - (1,807) - - - 378,898
Public Safety (176,420) - - (36,598) - - (213,018) **
Art Donations 33,638 - 800 - - - 34,438
ARPA Federal Grants 1,077,956 - - - - - 1,077,956
Special Revenue Fund Total 1,315,878 - (1,007) (36,598) - - 1,278,273 Internal Service Fund
Investment in Capital Assets 3,230,577 - 3,230,577
Unrestricted 498,338 (64,200) - (103,526) - - 330,612
Internal Service Fund Total 3,728,915 (64,200) - (103,526) - - 3,561,189 Sewer Fund
Investment in Capital Assets 7,865,497 - 7,865,497
Unrestricted 5,564,762 17,044 (9,759) 1,153,175 - - 6,725,222 Sewer Fund Total 13,430,259 17,044 (9,759) 1,153,175 - - 14,590,719 Trust/Agency
West Loyola Special Assessment 353,014 - - - - - 353,014 Trust/Agency Fund Total 353,014 - - - - - 353,014
Capital Projects
General CIP (1,252,256) - - (67,525) - - (1,319,781) ** Pathways CIP 1,036,446 - 31,761 - - - 1,068,207
Westwind Barn CIP 240,153 - 5,652 - - - 245,805
Drainage CIP 753,629 2,640 (2,313) (36) - - 753,919
Street & Road Repairs Capital Projects (633,491) 2,936 60,978 (6,340) - - (575,917) ** CIP Fund Total 144,481 5,576 96,079 (73,902) - - 172,234 Total City 38,840,101 (418,861) 347,633 387,191 - - 39,156,064 *Fund balances are unaudited, and may not include all necessary adjustments. These figures will be updated in future reports once the FY22/23 independent audit is completed.
**Negative fund balance due to authorized spending of anticipated revenues Town of Los Altos Hills August 2023 Treasurer's Report

CHANGES IN TOTAL FUND BALANCE

TOWN OF LOS ALTOS HILLS October 19, 2023
Staff Report to the City Council
SUBJECT:

FROM:

APPROVED:

RESOLUTION APPROPRIATING $250,000 FROM THE

UNRESERVED GENERAL FUND FOR GENESIS PRIVATE

SECURITY SERVICES
Cody Einfalt, Assistant to the City Manager C.E.

Peter Pirnejad, City Manager P.P.

RECOMMENDATION: That the City Council:

Approve a resolution (Attachment 1) appropriating $250,000 from the Unreserved General Fund for Genesis Private Security Services to expand their patrols within the Town.

BACKGROUND:

In March 2023, the City Council approved an allocation of $150,000 from the Unreserved General Fund to hire Genesis Private Security to provide patrol services in Town to meet the security needs raised by the increase in residential burglaries at the beginning of the year. These funds covered two Genesis security personnel in two cars everyday per week patrols.

On September 28th, the City Council approved further increasing the number of patrol shifts from two to four for a period of five months. To fund these measures, the City Council will need to approve an additional allocation of $250,000 from the Town’s Unreserved General Fund to cover the cost of these additional services. The Council determined that after five months of increased coverage staff should bring the item back for further review. The passing of the attached resolution would increases the contract with Gensis to $400,000. The contract is set to expire at the end of the calendar year (Attachment 2).

DISCUSSION:

The proposed resolution allocates additional funding for increased private patrol coverage for five months, through April 2024. The goal of the increased number and intensity of patrols is intended to act as a deterrent to potential burglars and increase general public safety within the Town. This allocation of funds and ramping up of private security services is in response to the increase in residential burglaries which have occurred in the Town this year.

ENVIRONMENTAL REVIEW:

The proposed plan for supplemental law enforcement services is exempt from California Environmental Quality Act (CEQA) due to the proposal not being defined as a “project” under CEQA.

AGENDA ITEM #4.F

Staff Report to City Council Page 2
Genesis Private Security
October 19, 2023
2023 CITY COUNCIL STRATEGIC PRIORITIES:

The increase of funding will reinforce the City Council priority of supporting and increasing public safety programming, which was decided on at the January 25th, 2023 Council Priority setting session.

FISCAL IMPACT
The fiscal impact will be the allocation of $250,000 from the Unreserved General Fund for the continued services of the Genesis Private security.

ATTACHMENTS:

1. Proposed Resolution

2. Contract with Genesis Private Security (excluding previous amendments)

Resolution __ -23 Page 1
RESOLUTION __ -23
RESOLUTION APPROPRIATING $250,000 FROM THE UNRESERVED GENERAL

FUND FOR GENESIS PRIVATE SECURITY SERVICES
WHEREAS, in April 2023 the Town entered into an agreement with Genesis Private Security for patrol services in Town; and
WHEREAS, on September 28th the City Council moved to increase the number of patrol shifts in Town through Genesis from two to four shifts; and
WHEREAS, to accommodate the increase in service, additional funds are needed to be allocated from the unreserved general fund.

NOW THEREFORE, the City Council of the Town of Los Altos Hills hereby appropriates $250,000 from the unreserved general fund for Genesis Private Security services.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on 19th of October 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

By:

Linda Swan, Mayor
ATTEST:
_____
Deborah L. Padovan, City Clerk
Attachment 1

Attachment 2

TOWN OF LOS ALTOS HILLS October 19, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION OF THE CITY COUNCIL AUTHORIZING THE DECEMBER 27-29, 2023, TOWN HALL CLOSURE
FROM: Cody Einfalt, Assistant to the City Manager
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

Approve a resolution authorizing the closure of Town Hall for the winter holiday period beginning on Wednesday, December 27, 2023, and extending to Friday, December 29, 2023.

BACKGROUND:

Record retention, professional development and emergency training are three important but often neglected functions. Closing the office to the public during the week of Christmas has shown great success in this matter. Staff will use this time to archive documents and complete their emergency training and professional development classes.

For 2023, Christmas Eve falls on Sunday, Christmas Day on Monday. According to the City Council approved Personnel Rules & Regulations, the Town’s official holiday closure is Monday, December 25, 2023; and Tuesday, December 26, 2023.

DISCUSSION:

Staff would like to request Wednesday, December 27 through Friday, December 29 as Town Hall closure days for purposes of training and records retention.

The plan for this period is as followed:

December 22 and 26, 2023 Official Holiday --
December 27-29, 2023 Closed to Public Professional Development / Records Retention January 1, 2024 Official Holiday --
Town Staff is expected to be in the office on December 27-December 29 and will be given the opportunity to archive their paper files, electronic files, and email accounts. Alternatively, Staff may choose to take time off and use their accrued leave in the following order.

1. Administrative leave/Compensatory time

2. Vacation

3. Employees may, at their option, elect to take time off without pay during this period.

Other than PERS retirement contributions, the Town’s payment towards benefits will not be impacted if an employee takes this time off without pay.

Staff will ensure that adequate staffing is available for call backs, should there be any emergencies needing a response.
• Emergency services will remain available upon request through the Santa Clara County Dispatch (911). Initial response to urgent Code Enforcement matters will also be handled by the Office of the Sheriff consistent with after-hours procedures. • Public Works Maintenance Crew will remain “on call” and may be required to continue to operate during the administrative office closure period to respond to any weatherrelated incidents and/or other emergencies. • Although service demand is expected to be minimal, building inspection services will be available by appointment only during the days of December 27-29, 2023.

Town Hall will resume normal business operations on Tuesday, January 2, 2024. Should the Council agree to the closure request, there is adequate time available to properly notify the general public. 2023 CITY COUNCIL STRATEGIC PRIORITIES:

The report is for transparency and was not specified as one of Council’s priorities in 2023.

ENVIRONMENTAL REVIEW:

The report is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15061(b)(3) of the CEQA Guidelines.

FISCAL IMPACT
There is no fiscal impact from approving Town Hall closure between December 27th, 2023 and December 29, 2023. Performing records retention properly reduces the Town’s legal liability in the long-term. Requiring staff to utilize personal accrued leave for the remainder of the week will reduce Town’s liability for accumulated leave balances.

ATTACHMENTS:

1. Resolution
Report Prepared by Tim McBirney

TOWN OF LOS ALTOS HILLS October 19, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION APPROVING THE CITIES ASSOCIATION OF SANTA CLARA COUNTY’S JOINT POWERS AGREEMENT TO ESTABLISH THE

CITIES ASSOCIATION OF SANTA CLARA COUNTY JOINT POWERS

AGENCY AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT
FROM: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

1. Adopt a Resolution approving the proposed Joint Powers Agreement (“JPA”) and authorizing the City Manager to execute the Agreement;

2. Delegate authority to the City Council’s Cities Association of Santa Clara County (“CASCC”) Board representative to report approval of the JPA at the CASCC Board of Directors (“CASCC Board”) Meeting and approve any non-substantive changes made at that Board Meeting without having to bring it back to Council for further action.

BACKGROUND:

History of CASCC and JPA Discussions
Over thirty years ago, the cities and towns in Santa Clara County (“Member Agencies”) established the CASCC to improve cooperation on issues of common interest. The CASCC was intended to consolidate and maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference, and the City Selection Committee for Santa Clara County. In 1990, the cities and towns entered into an agreement to provide some structure and outline the purpose and function of the CASCC. In 2010, the CASCC adopted its bylaws.

Currently, the CASCC is an unincorporated association.

As early as 2017, the CASCC began reviewing and considering the appropriate organizational structure for the CASCC. In August 2020, its Board of Directors unanimously voted to take the steps necessary to form a joint powers authority because it would provide a more formal and recognized structure for CASCC and clarity regarding tax status, governmental immunities, and potential liability of the Members. To form a joint powers authority, a JPA must be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join the joint powers authority, which would be called the Cities Association of Santa Clara County Joint Powers Agency (“Agency”).

The CASCC conducted outreach and solicited input on the proposed draft JPA over the past two years. The CASCC circulated a draft JPA to all City and Town Attorneys in the County for their review and input and incorporated significant changes into the agreement. The Acting Executive Director and the General Counsel at the time attended two virtual meetings with most of the AGENDA ITEM #4.H

Staff Report to City Council Page 2
Cities Association JPA
October 19, 2023
Town or City Attorneys or Assistant City Attorneys on September 14 and September 28, 2022.

The entire JPA was reviewed each time. A separate and additional meeting was held by the Santa Clara City Attorneys Roundtable on September 16, 2022, where the JPA was again reviewed.

CASCC representatives presented a draft JPA at the Santa Clara County City Managers Association (“SCCCMA”) meeting on October 12, 2022. Following that meeting, the City Managers submitted a list of 17 questions regarding the JPA to CASCC representatives. Due to changes in CASCC over the last year, including a new General Counsel and the rotation of new City Council Board representatives, the answers to those questions were not completed until August 2023. These responses were circulated to the SCCCMA members (see Attachment 2).

On August 9, 2023, CASCC representatives again met with the SCCCMA to discuss the responses to the October 12, 2022, questions, and answers document, review the proposed JPA, and receive additional input. At the August 9, 2023, meeting, the CASCC representatives responded to the concerns raised by the City Managers and further edits were made to the draft JPA.

On September 14, 2023, the CASCC Board received the updated draft JPA that included edits that responded to comments of the City/Town Attorneys and City Managers. At the meeting, the CASCC Board heard the concerns raised by Board members and City Managers who attended the meeting, and it was confirmed that those concerns would be addressed in the JPA. The CASCC Board directed some additional changes be made to the draft JPA to clarify that the Agency would not hire employees and to provide some language permitting but not requiring the CASCC Board to appoint a working committee to review new initiatives and provide input. With these changes, the CASCC Board unanimously approved transmittal of the draft JPA to the City Councils for each of the proposed Member Agencies for their consideration.

DISCUSSION
The goal is for the Member Agencies to approve the JPA prior to the November 9, 2023, regular CASCC Board meeting for several reasons. First, this will allow the CASCC Board to start the Agency formation process and take the necessary actions to dissolve the current unincorporated association. As a reminder, the CASCC Board made the unanimous decision in 2020 to move to a joint powers authority structure for the reasons stated herein. Additionally, the composition of the CASCC Board will change at the end of 2023, which would mean new Board members would be onboarded and as evidenced by past years, this results in restarting the process in order to educate the new Board members, potentially requiring the Member Agencies to expend additional resources.

In the event there are Member Agencies who would like to recommend additional changes to the JPA before it can vote to adopt the JPA, then those changes would be considered at the November 9, 2023, CASCC Board meeting. At that meeting, the CASCC Board Members may take the following actions:

1. Majority may vote to accept the current draft of the JPA; or

Staff Report to City Council Page 3
Cities Association JPA
October 19, 2023

2. Majority may vote to incorporate additional changes proposed by the Member Agencies. If the changes are substantive, then the CASCC Board would need to send a revised JPA back to each Member Agency for further approval. The CASCC Board would also then need to schedule a special meeting to confirm the formation of the Agency and begin implementation of the Joint Powers Agency formation process before the end of this calendar year. Please note that under option 2, the CASCC Board would respectfully request that all Member Agencies agendize this item at their next Council meeting after November 9, 2023 to approve the updated and revised JPA so that a special meeting of the CASCC Board may be held before December 14, 2023.

BYLAWS:

The CASCC currently has bylaws that have governed its operations for several years. Upon formation of a JPA, the governing board would update these existing bylaws. In conjunction with the future bylaws for the Agency, the CASCC plans to prepare a personnel policy handbook which would include policies that apply to the organization’s independent contractors and Board members such as safety-related policies and a policy prohibiting discrimination, harassment, and retaliation. As part of this policy development, the Agency would identify which entity or resources would administer these rules (for example, General Counsel or a third-party entity).

OTHER ORGANIZATIONAL STRUCTURES CONSIDERED:

The CASCC previously considered both a 501(c)(4) nonprofit organization and a joint powers authority. In 2020, the CASCC Board voted unanimously to create a joint powers authority based on factors such as time and cost of forming the new entity and the compatibility of the joint powers authority government structure with the goals and purpose of the CASCC. Between 2020 and 2022, events have transpired that have underscored the need for indemnification, access to insurance and structure a joint powers authority can afford its members.

OVERVIEW OF THE PROPOSED AGREEMENT:

The JPA restates the same purposes expressed for the creation of the CASCC. The JPA agreement would become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the agreement.

Consistent with the Joint Exercise of Powers Act (Government Code section 6500 et seq.), the agreement defines the power and authority of the Agency. To address concerns raised by Member Agencies, the Agency would be specifically prohibited from acquiring real property, levying taxes, hiring employees or exercising any eminent domain power. The proposed JPA has also been modified to further restrict the authority of the Agency. (See Sections 6 and 7). The CASCC Executive Board would be replaced by an Executive Committee. The Executive Committee may only take on those powers approved by the Agency’s Board of Directors. For example, the Executive Committee is not permitted to authorize any investigations into the business of the Agency or take personnel actions without the Board's approval. Under the agreement, a Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the Agency. In addition, the

Staff Report to City Council Page 4
Cities Association JPA
October 19, 2023
proposed JPA agreement provides that the Agency shall defend, indemnify, and save harmless the Members from liability arising from the performance of any of the activities of the Agency.

Like the CASCC, the Agency would also be charged with administering the City Selection Committee (“CSC”), which involves establishment of the application process, scheduling and holding meetings for appointments to be made, keeping track of committee and board appointments, terms, and resignations, coordinating with the County Clerk and disseminating meeting minutes, and troubleshooting where necessary. The CSC is a state-mandated entity charged with making appointments to various regional and local boards and committees.

The appointments include the Airport Land Use Commission, the Association of Bay Area Governments (ABAG), ABAG Regional Planning Committee, Bay Area Air Quality Management District (BAAQMD), Sourcewise, the Local Agency Formation Commission (LAFCO), Metropolitan Transportation Commission (MTC), Santa Clara County Local Board CAL-ID-RAN, Santa Clara County Emergency Operational Area Council (EOAC), Silicon Valley Regional Interoperability Authority (SVRIA), Recycling Waste & Reduction Commission (RWRC), Redevelopment Dissolution Countywide Oversight Board of Santa Clara County, and Santa Clara County Measure A (Housing Bond) Independent Citizens’ Oversight Committee. Each city and town in Santa Clara County will continue to participate in the CSC even if the city or town is not a member of CASCC. Appointments to the local boards and committees will be based on majority votes of the city/town CSC representatives.

Of note, the CASCC provides more benefits to its members beyond administering the CSC. The CASCC allows all 15 cities and towns in Santa Clara County to work together on regional issues, advocate at the county, regional and state levels, and provide a significant voice in policymaking in Sacramento. The solid work of the CASCC has resulted in some notable achievements and benefits to our cities and towns. The single-use plastic bag ban ordinances passed by all 15 cities and towns originated with the CASCC, as did the Healthy Cities Dashboard in conjunction with Santa Clara County Department of Public Health. Other examples include delivery of countywide symposia on timely and important topics such as housing and sustainability, providing technical assistance to city staff for Housing Element Updates through the Planning Collaborative, and providing feedback and endorsements for legislative bills under consideration.

The CASCC is also a great way for representatives from the different cities to share ideas, create professional connections and collaborate on similar issues affecting all the cities and towns.

ADVANTAGES OF FORMING THE AGENCY:

1. As a governmental agency, the Agency would have access to insurance and risk pools that are not available to an unincorporated association.

2. The Agency may be a more attractive recipient of sponsorships and donations, potentially easing pressure on the budget and therefore on the Members (see Fiscal Impact section below).

3. Governmental immunities would apply to the JPA that do not currently apply to the unincorporated association.

4. The JPA clarifies liability issues and is drafted so that the entity indemnifies the members of the Agency.

5. The formation of the Agency would clarify the tax status of the organization.

Staff Report to City Council Page 5
Cities Association JPA
October 19, 2023
ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act. 2023 CITY COUNCIL WORK PLAN
The report is for transparency and was not specified in the City Council’s 2023 work plan.

FISCAL IMPACT:

Budget
FY24 covers the period from July 1, 2023, to June 30, 2024.

FY25 covers the period from July 1, 2024, to June 30, 2025.

1. The CASCC budget for FY25 has not yet been developed and therefore has not been presented to the CASCC Board for consideration. Under the current CASCC bylaws, the Executive Director will develop the FY25 budget for adoption by the Board at its April 11, 2024, board meeting. This budget will be developed with the same parameters as the FY24 budget, which are:
a) The CASCC budget is an operational budget-there are no separate line items for programs other than the Annual Membership Meeting and the Annual Holiday Party.

The major expense in the budget is the payment of independent contractors, currently the Executive Director and the General Counsel (on an as-needed basis). b) The Executive Director will present a responsible budget in line with the current CASCC finances that would not exceed its resources.

2. There is no indication that the CASCC budget will increase solely because CASCC becomes the Agency.
a) Approval of any new programs or projects with budget impacts of $10,000 or greater requires approval of 2/3 of the Board of Directors and the financial resources to fund such a program or project. If there is not enough budget for said programs/projects, the Executive Director will advise the Board of such and will give the Board all relevant information to make an informed decision. Ultimately, the Board decides how to proceed financially. (See item 1.b above.)
b) It is anticipated that CASCC legal costs would be reduced after the adoption of a JPA.

Formation of the JPA was calculated as part of the FY24 budget and once the JPA formation is complete, the need for legal services would decrease. c) As a JPA, the CASCC will be eligible to receive sponsorships and donations to underwrite costs of programs and events. Every effort will be made to seek sponsorships and donations as this relieves the pressure on the budget.

Membership Dues
Member agencies pay dues to support CASCC’s operations. As has been the case over the past few years, the FY24 dues are based on the size of each Member Agency and the plan is to

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Cities Association JPA
October 19, 2023
continue with this same approach. The Town’s FY ’23-24 dues were $ 6,523.00. The Board has expressed a desire not to increase the membership dues in light of current economic conditions.

Therefore, for the FY25 membership dues, the Executive Director intends to propose a budget to the CASCC Board (or Agency Board of Directors) that preserves the same dues structure as FY24 whereby each Member Agency will be asked to pay the same amount in dues as in FY24.

In the event not all 15 cities join the Agency, the budget proposal would preserve the same dues, but the Agency Board would be required to make some budget adjustments. The Executive Director would advise the Board on how the CASCC or Agency budget may be revised, providing all relevant information and data. Also, after FY25, it is anticipated that an annual CPI adjustment would be recommended.

ATTACHMENTS:

1. Resolution Approving the Proposed Joint Powers Agreement

2. Redlined Version of the Joint Powers Agreement

3. CASCC Responses to City Managers’ Questions
5503435.1

Resolution -23 Page 1
RESOLUTION -23

A RESOLUTION OF THE CITY COUNCIL OF THE

TOWN OF LOS ALTOS HILLS APPROVING THE ASSOCIATION OF SANTA CLARA COUNTY’S JOINT POWERS AGREEMENT TO ESTABLISH THE

CITIES ASSOCIATION OF SANTA CLARA COUNTY JOINT POWERS

AGENCY AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT
WHEREAS, over thirty years ago, the cities and towns in Santa Clara County (“Member Agencies”) established the CASCC to improve cooperation on issues of common interest.

The CASCC was intended to consolidate and maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference, and the City Selection Committee for Santa Clara County. In 1990, the cities and towns entered into an agreement to provide some structure and outline the purpose and function of the CASCC. In 2010, the CASCC adopted its bylaws. Currently, the CASCC is an unincorporated association; and WHEREAS, as early as 2017, the CASCC began reviewing and considering the appropriate organizational structure for the CASCC. In August 2020, its Board of Directors unanimously voted to take the steps necessary to form a joint powers authority because it would provide a more formal and recognized structure for CASCC and clarity regarding tax status, governmental immunities, and potential liability of the Members. To form a joint powers authority, a JPA must be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join the joint powers authority, which would be called the Cities Association of Santa Clara County Joint Powers Agency (“Agency”); and
WHEREAS, CASCC representatives presented a draft JPA at the Santa Clara County City Managers Association (“SCCCMA”) meeting on October 12, 2022 and on September 14, 2023, the CASCC Board received the updated draft JPA that included edits that responded to comments of the City/Town Attorneys and City Managers; and WHEREAS, on September 14, 2023, the CASCC Board unanimously approved transmittal of the draft JPA Agreement to the City Councils for each of the proposed Member Agencies for their consideration; and
WHEREAS, the City Council considered the proposed JPA Agreement at its October 19, 2023 City Council meeting.

WHEREAS, approval of the draft JPA Agreement does not constitute a “project” pursuant to the California Environmental Quality Act (“CEQA”) because it can be seen with certainty that approval and implementation of the Agreement will not cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

NOW, THEREFORE, the City Council of the Town of Los Altos Hills does hereby resolve as follows:

Attachment 1

Resolution -23 Page 2

1. Approve the proposed Joint Powers Agreement, attached hereto and incorporated herein as Exhibit 1.

2. Authorize the City Manager to execute the Agreement subject to any minor modifications approved by the City Attorney that do not substantially increase or alter the Town’s obligations thereunder.

3. Delegate authority to the City Council’s Cities Association of Santa Clara County Board representative to report approval of the JPA at the CASCC Board of Directors Meeting and approve any non-substantive changes made at that Board Meeting without having to bring it back to Council for further action.

The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 19th day of October, 2023 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY:
___________________________
Linda G. Swan, Mayor
ATTEST:
_____________________________
Deborah Padovan, City Clerk
5503427.1

Resolution -23 Page 3
Exhibit 1
Draft JPA Agreement

1 JOINT POWERS AGENCY AGREEMENT FOR CITIES ASSOCIATION OF SANTA CLARA COUNTY This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara County is entered into by and among the cities (“Members”), which are organized and existing under the Constitution and laws of the State of California in which public agencies are located in the County of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association of Santa Clara County Joint Powers Agency (“Agency”).

RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers common to the Members; and
WHEREAS, the public agency Members executing this JPA are cities or towns within the jurisdiction of the County of Santa Clara (“County”); and WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated association since 1990 and desires to formalize the relationship between its City and Town members and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and WHEREAS, the Members executing this Agreement, desire to join together to create a separate Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for positive action; enhancing the quality of life for the residents of the County and their individual cities; and encouraging other joint and cooperative endeavors among the public agencies for their mutual benefit.

NOW, THEREFORE, the Parties agree to the following:

AGREEMENT
ARTICLE 1 - DEFINITIONS

1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional authority of the County of Santa Clara, and shall have duly executed and delivered to the Agency an Associate Membership Agreement in the form of and as further provided in the Bylaws of the Agency, as further provided in Article 32 herein.

1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created by this Agreement.

1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency.

1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Agency.

Exhibit 1 to the Resolution

2 1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of each year.

1.6 “Government Code” shall mean the California Government Code, as amended.

1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended.

1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of the Agency.

1.9 “Member” shall mean any city which has executed this Agreement and has become a member of the Agency. The complete list of Members is set forth in Exhibit “A” attached hereto and incorporated herein by this reference.

1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement.

1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as amended.

1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neutral gender shall be construed to include each other gender, when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall be construed to effectuate the purposes set forth and to sustain the validity of those purposes.

ARTICLE 2 - CREATION AND PURPOSES

2.1 This Agreement is entered into by the Members in order to:

2.1.1 Review, study, develop consensus positions, and take action on issues of interest to Members;

2.1.2 Focus on local and regional matters that are important to our future;

2.1.3 Develop a common agenda for Santa Clara County cities;

2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;

2.1.5 Establish and administer the City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;

2.1.6 Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;

3 2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;

2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;

2.1.9 Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;

2.1.10 Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;

2.1.11 Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;

2.1.12 Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and

2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.

ARTICLE 3 - PARTIES TO AGREEMENT
Each Member, as a Party to this Agreement, intends to and does contract with all other Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement, pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations.

ARTICLE 4 – FORMATION; TERM
This Agreement shall become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency shall promptly notify all Members in writing of the effective date. After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar joint powers authority, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.

ARTICLE 5 - CREATION OF THE AGENCY
Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers

4 Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.

ARTICLE 6 - POWERS OF THE AGENCY

6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public agency as defined in the Government Code Section 6500 as amended and all additional powers set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency created hereby and is authorized to do all acts necessary for the exercise of these powers on behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s own name:

6.1.1 To make and enter into contracts;

6.1.2 To incur debts, liabilities, and obligations and to encumber personal property;

6.1.3 To acquire, hold, or dispose of personal property, contributions, and donations of personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities;

6.1.4 To sue and be sued in its own name, and to settle any claim against it;

6.1.5 To receive and use contributions and advances from Members as provided in Government Code Section 6504, as amended including contributions or advances of personnel and equipment;

6.1.6 To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5, as amended;

6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights, or any interest therein;

6.1.8 To retain the services of agents, contractors, and consultants;

6.1.9 To receive, collect, and disburse monies;

6.1.10 To conduct studies, tests, evaluations, and similar activities;

6.1.11 To contract for services from Members, including in-kind services;

6.1.12 To conduct public outreach and education;

6.1.13 To participate in pilot and demonstration projects;

6.1.14 To charge for services, programs, and/or systems;

6.1.15 To work with elected officials and local, regional, state, and federal agencies, including other joint powers agencies and unincorporated associations to pursue funding, enter agreements and otherwise carry out the purposes of the Agency; and

5 6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or support of any purpose of the Agency.

ARTICLE 7 - RESTRICTIONS ON POWERS

7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the exercise of its power in the same manner as another Member agreed to by the majority of the Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section or this Agreement, subject itself to the internal policies or ordinances of any Member.

7.2 The Agency shall not have the power of eminent domain.

7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may receive the proceeds of taxes imposed by other entities or public funds from other entities.

7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property.

7.5 The Agency shall not have the power to hire employees.

7.6 The Agency shall not have the power to issue debt.

ARTICLE 8 - BOARD OF DIRECTORS

8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Member’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city.

8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21.

6 8.3 The Board of Directors shall have the following powers and functions:

8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons;

8.3.2 The Board shall elect an Executive Committee, as provided in Article 11;

8.3.3 The Board shall be the policy setting body of the Agency;

8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14;

8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. Adoption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30th of each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members;

8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement;

8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of the Agency;

8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and

8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Agency.

ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS

9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting.

The Board or Executive Director, in consultation with the President of the Board as provided in Article 10 below, may call special meetings.

9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.

9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of all regular, adjourned regular and special meetings. As soon as practicable after each meeting, the Secretary/Treasurer or designee shall forward to each Board Member, a copy of the minutes of the meeting.

9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of business. Unless otherwise required by law, a vote of the majority of a quorum of the members

7 present at a meeting is sufficient to take any action, unless otherwise specified in this Agreement. However, less than a quorum may adjourn the meeting to a future date.

9.5 Each Member of the Board shall have one vote.

ARTICLE 10 - OFFICERS
The Board shall elect as Officers of the Agency President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the November Board of Directors meeting, or the first meeting held on or after November 1 of each year.

Of the Officers, the President, and at least two other Officers, must also be members of the Board of Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any Member of the Agency regardless of whether they are on the Board of Directors. Each Officer shall assume the duties of his or her office upon election. If the President ceases to be a Member of the Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and conduct all meetings of the Board. Should the Board President not be available then the highest-level Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then any Director appointed by the President may preside. The Board may appoint other officers as it considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Secretary/Treasurer, as provided in the Joint Powers Law.

ARTICLE 11 - EXECUTIVE COMMITTEE
At such time as there are nine Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of five (5) Officers, with the addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large may be appointed by the Board to serve on the Executive Committee. The qualifications of the Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provided for in this Article, or as otherwise delegated to it by the Board.

The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously

8 approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.

ARTICLE 12 - COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of the Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed by the President. Each committee shall have those duties as determined by whichever Agency body created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson and shall report to and be directed by whichever entity created it. No more than one representative from each jurisdiction shall serve on each committee. Membership of any committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate decision-making powers and duties only to a committee, a majority of the members of which are Board Members. Any committee, except the City Selection Committee, in which a majority of the members are not Board Members may function only in an advisory capacity. The Legislative Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice President and whose members shall be appointed by the Agency Members. Should there be no Second Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.

ARTICLE 13 – CITY SELECTION COMMITTEE
The City Selection Committee is established pursuant to State law and the Agency shall administer the City Selection Committee as follows: The City Selection Committee shall be a permanent committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government Code 50270, as amended. The Agency shall allow all cities in the County to participate in the City Selection Committee, whether or not they are members of the Agency.

ARTICLE 14 – PROFESSIONAL SERVICES

14.1 The Board of Directors may contract with individuals or companies to provide the following services at the pleasure of the Board of Directors:

9 14.1.1 Executive Director. The Board shall contract with a consultant or independent contractor to fulfill the following duties of an Executive Director: manage the affairs of the Agency, subject to the general supervision and policy direction of the Board and the Executive Committee; oversee the day-to-day activities of the Agency; select and manage the activities of all consultants and independent contractors to the Agency; be responsible for required filings by the Agency with the State of California; prepare or delegate the preparation of all meeting notices, minutes, and required documentation of the Agency; prepare and propose an annual budget; prepare reports and recommendations for consideration by the Executive Committee or Board; be responsible for billing and collection of annual dues; maintain the records of the Agency; assist Local Agencies in the preparation and filing of applications for participation in the financing programs of the Agency; expedite the processing of these applications; pay all invoices, taxes and amounts due; and perform other duties as are assigned by the Board and Executive Committee. The Executive Director may have the authority to sign agreements, applications, and other documents on behalf the Agency, if authorized by the Board or Executive Committee. The Executive Director shall have the Authority to enter into individual Agreements with a single vendor over the course of a fiscal year, on behalf of the Agency, up to the amount set by the Bylaws.

14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take direction from the majority of the Board of Directors. The General Counsel shall be a member in good standing of the California State Bar. The General Counsel shall be responsible for the legal affairs of the Agency;

14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the State of California. The Auditor will conduct annual financial audits of the Agency;

14.1.4 Other services. The Executive Director may hire additional consultants and independent contractors, as appropriate, based upon a previously approved budget;

14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any agent, consultant or independent contractor of the Agency become a member of PERS or be entitled to a pension or retirement from PERS as a result of service to the Agency; and

14.1.6 The consultants and independent contractors fulfilling the duties of Executive Director, the Auditor, the General Counsel and any other consultants or independent contractors who provide services to the Agency shall be compensated in such manner as shall be approved by the Board and as permitted by applicable law.

ARTICLE 15 - SIGNIFICANT PROGRAMS
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. If the Board deems it necessary, it may

10 appoint a working committee to study the significant program or activity and provide input to the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into a specific program or project Agreement that includes relevant terms regarding the particular affected Members, and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These limited scope Agreements shall be subject to approval by the Board by a two-thirds vote of the Members.

ARTICLE 16 - ACCOUNTS AND RECORDS

16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this Agreement.

16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Agency shall be open to and made available for inspection at all reasonable times upon request by authorized representatives of the Members.

16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts and disbursements as set forth in the Joint Powers Law.

16.4 Auditor’s Report. The Auditor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal Year to the Board.

16.5 The Agency shall either make or contract with a Certified Public Accountant to make an annual Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and be provided to each of the Members, and with the County Auditor of the County of Santa Clara.

Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit shall be borne by the Agency and shall be a charge against any unencumbered funds of the Agency available for this purpose.

ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY

17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee, agent or other depositary and shall not be considered the Agency’s funds for purposes of this Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of Section 17.2 below.

11 17.2 The Secretary/Treasurer or designee shall perform all functions then required to be performed by the Treasurer under the Joint Powers Law. The Secretary/Treasurer shall review the financial statements and the annual audit of the Agency.

17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the Secretary/Treasurer, and other persons as the Board may designate, shall have charge of, handle, and have access to the property of the Agency. The Agency shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of Directors, covering any officers or agents of the Agency who are authorized to hold or disburse funds of the Agency and any officers or agents who are authorized to have charge of, handle and have access to property of the Agency.

ARTICLE 18 - MEMBER RESPONSIBILITIES

18.1 Each Member shall have the following responsibilities:

18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the Board, as set forth in Article 8;

18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29;

18.1.3 To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement; and

18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status as a Member, or if a Member fails to be represented at four (4) or more consecutive regular meetings of the Board of Directors, then that Member may be deemed to be a suspended Member, with all the rights and duties of an Associate Member, upon action of the Board of Directors duly adopted. Prior to the suspension, the President shall contact the Mayor and request that another Council Member be appointed or that reinstatement for the current Member be requested. The suspension shall be approved by the Board of Directors. Promptly following that action by the Board of Directors, the Member may be reinstated by informing the Board of its intent to be reinstated within thirty (30) days and to attend all future meetings either via the Director or Alternate.

Removal of a Member for failure of the Director to attend meetings shall not relieve the Member from its obligations under any outstanding agreements relating to the Agency’s financial obligations, except in accordance with this Agreement.

ARTICLE 19 - NEW MEMBERS
With the approval of the Board, any city located within the County of Santa Clara may become a party as a Member to this Agreement. A city requesting membership shall apply by presenting to the Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. The Agency shall

12 accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board determined assessments and fees.

ARTICLE 20 - WITHDRAWAL
A Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the Agency. The notice shall be given to the Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs after the one hundred and eighty (180) day notice period has passed. Any Member who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at the time of the notice of withdrawal.

ARTICLE 21 - REMOVAL
If the Board of Directors determines that reasonable cause exists to remove a Director from the Board, it can remove the Director and request that the Member who appointed the Director appoint a new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member based on a Member's breach of any material term of this Agreement, and the failure to cure that breach within sixty (60) days written notice. A terminated Member shall remain liable for any obligation under this Agreement as described above. Failure to pay dues within 60 days following notice shall result in a Member becoming suspended with all the rights of an Associate Member. A suspended Member shall immediately have its voting rights restored upon full payment of dues.

ARTICLE 22 - OBLIGATIONS OF AGENCY
The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to limit the applicability of the provisions of Government Code Section 895.6.

13 ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no financial obligations of the Agency are outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed among the parties to this Agreement, in accordance with the respective contributions of each of the Parties.

ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS

24.1 The Members of the Board of Directors, Officers, and Committee Members of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be individually liable for any mistake of judgment, or any other action made, taken, or omitted by them in good faith, nor for any act or omission by any agent, consultant or independent contractor selected with reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by them in good faith and with reasonable care through investment of Agency funds, or failure to invest.

24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any other Director, Officer, or Committee Member. Unless otherwise required by law, no Director, Officer, or Committee Member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement.

24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for any Director, Officer, or Committee Member, for their actions taken within the scope of the Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide coverage for these types of losses.

24.4 These indemnification and defense obligations shall survive the termination of the Agreement as to any acts or omissions occurring before such termination.

ARTICLE 25 - INDEMNIFICATION
To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the Members and their governing bodies, officers, agents and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the performance of any of the activities of the Agency or the activities undertaken pursuant to this Agreement.

14 ARTICLE 26 - BYLAWS
The Board shall adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Agency. The provisions of the Bylaws, as modified from time to time, shall establish the operating procedures and standards for the Agency.

ARTICLE 27 - NOTICES
The Agency shall address notices, billings, and other communications to a Member as directed by that Member. Each Member shall provide the Agency with the email and physical address to which communications are to be sent. Members shall address notices and other communications to the Agency, at the office address of the Agency, or the email address of the Agency as directed by the Member and as set forth in the Bylaws.

ARTICLE 28 - CODES
The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy. The Agency shall comply with all requirements of the Fair Political Practices Commission as required by law or regulation.

ARTICLE 29 - AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the Members.

ARTICLE 30 - SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected.

ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the

15 Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any rights against the Agency or its Members.

ARTICLE 32 - ASSOCIATE MEMBERS
Any Public Agency located within the jurisdictional authority of the County of Santa Clara may, with the approval of the Board of Directors, become an Associate Member of the Agency by executing and delivering to the Agency an Associate Membership Agreement and providing an Associate Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to representation on the Board of Directors, or to vote on any matter coming before the Board of Directors or the Agency, unless a separate written agreement is entered into between the Associate Member and the Agency.

ARTICLE 33 - LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Agency.

ARTICLE 34 - NON-WAIVER
No waiver of the breach of default of any of the covenants, agreements, restrictions, or conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or omission of exercising any right, power, or remedy in the event of a breach or default shall be construed as a waiver or a variation of any of the terms of this Agreement or any applicable agreement.

ARTICLE 35 - REMEDIES FOR BREACH
If any Member shall default on any obligation contained in this Agreement, the default shall not excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member shall be entitled to pursue all legal and equitable remedies against another Member in response to any alleged default under this Agreement. Any and all of the remedies provided to the Members, hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the Members to any other remedy.

ARTICLE 36 - ARTICLE HEADINGS
All article headings are for reference only and are not intended to define or limit the scope of any provision of this Agreement.

16 ARTICLE 37 - DISPUTE RESOLUTION

37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term, covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to initiation of litigation, or any other binding arbitration or adjudicative dispute resolution process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written position papers stating their position on the Dispute and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the Dispute; and (iv) engage and cooperate in such further discovery as the Members agree or mediator suggests may be necessary to facilitate effective mediation.

37.2 Each Member shall bear its own costs, attorney’s fees, and expenses of the mediation. Venue of the mediation shall be a mutually agreeable city within Santa Clara County, California.

ARTICLE 38 – INSURANCE
If available, the Agency shall obtain insurance for all Members, appointed Members, and Committee Members, including, but not limited to, Directors and Officers liability insurance and general liability insurance containing policy limits in such amounts as the Board of Directors shall deem will be necessary to adequately insure against the risks of liability that may be incurred by the Agency.

Insurance under this provision may include an insurance pool program.

ARTICLE 39 - FILING WITH SECRETARY OF STATE
The Executive Director of the Agency shall file a notice of this Agreement with the office of the California Secretary of State within thirty (30) days of its effective date, as required by Government Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by Government Code Section 53051, as amended.

ARTICLE 40 - COUNTERPARTS
This Agreement may be executed in parts or counterparts, each part or counterpart being an exact duplicate of all other parts or counterparts, and all parts or counterparts shall be considered as constituting one complete original and may be attached together when executed by the Members hereto. Facsimile and electronic signatures shall be binding.

ARTICLE 41 - AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties and supersedes any prior written Agreement between the Members on the same topic.

September 20, 2023, Draft
1 JOINT POWERS AGENCY AGREEMENT DRAFT FOR CITIES ASSOCIATION OF SANTA

CLARA COUNTY
This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara County is entered into by and among the cities (“Members”), which are organized and existing under the Constitution and laws of the State of California in which public agencies are located in the County of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association of Santa Clara County Joint Powers Agency (“Agency”).

RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers common to the Members; and
WHEREAS, the public agency Members executing this JPA are cities or towns within the jurisdiction of the County of Santa Clara (“County”); and WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated association since 1990 and desires to formalize the relationship between its City and Town members and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and WHEREAS, the Members executing this Agreement, desire to join together to create a separate Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for positive action; enhancing the quality of life for the residents of the County and their individual cities; and encouraging other joint and cooperative endeavors among the public agencies for their mutual benefit.

NOW, THEREFORE, the Parties agree to the following:

AGREEMENT
ARTICLE 1 - DEFINITIONS

1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional authority of the County of Santa Clara, and shall have duly executed and delivered to the Agency an Associate Membership Agreement in the form of and as further provided in the Bylaws of the Agency, as further provided in Article 32 herein.

1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created by this Agreement.

1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency.

1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Agency.

Attachment 2

September 20, 2023, Draft
2 1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of each year.

1.6 “Government Code” shall mean the California Government Code, as amended.

1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended.

1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of the Agency.

1.9 “Member” shall mean any city which has executed this Agreement and has become a member of the Agency. The complete list of Members is set forth in Exhibit “A” attached hereto and incorporated herein by this reference.

1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement.

1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as amended.

1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neutral gender shall be construed to include each other gender, when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall be construed to effectuate the purposes set forth and to sustain the validity of those purposes.

ARTICLE 2 - CREATION AND PURPOSES

2.1 This Agreement is entered into by the Members in order to:

2.1.1 Review, study, develop consensus positions, and take action on issues of interest to Members;

2.1.2 Focus on local and regional matters that are important to our future;

2.1.3 Develop a common agenda for Santa Clara County cities;

2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;

2.1.5 Establish and administer the City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;

2.1.6 Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;

September 20, 2023, Draft
3 2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;

2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;

2.1.9 Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;

2.1.10 Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;

2.1.11 Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;

2.1.12 Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and

2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.

ARTICLE 3 - PARTIES TO AGREEMENT
Each Member, as a Party to this Agreement, intends to and does contract with all other Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement, pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations.

ARTICLE 4 – FORMATION; TERM
This Agreement shall become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency shall promptly notify all Members in writing of the effective date. After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar joint powers authority, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.

ARTICLE 5 - CREATION OF THE AGENCY
Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers

September 20, 2023, Draft
4 Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.

ARTICLE 6 - POWERS OF THE AGENCY

6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public agency as defined in the Government Code Section 6500 as amended and all additional powers set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency created hereby and is authorized to do all acts necessary for the exercise of these powers on behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s own name:

6.1.1 To make and enter into contracts;

6.1.2 To incur debts, liabilities, and obligations and to encumber personal property;

6.1.3 To acquire, hold, or dispose of personal property, contributions, and donations of personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities;

6.1.4 To sue and be sued in its own name, and to settle any claim against it;

6.1.5 To receive and use contributions and advances from Members as provided in Government Code Section 6504, as amended including contributions or advances of personnel and equipment;

6.1.6 To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5, as amended;

6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights, or any interest therein;

6.1.8 To retain the services of agents, contractors, and consultants;

6.1.9 To receive, collect, and disburse monies;

6.1.10 To conduct studies, tests, evaluations, and similar activities;

6.1.11 To contract for services from Members, including in-kind services;

6.1.12 To conduct public outreach and education;

6.1.13 To participate in pilot and demonstration projects;

6.1.14 To charge for services, programs, and/or systems;

6.1.15 To work with elected officials and local, regional, state, and federal agencies, including other joint powers agencies and unincorporated associations to pursue funding, enter agreements and otherwise carry out the purposes of the Agency; and

September 20, 2023, Draft
5 6.1.16 In addition to the other powers provided herein, the Agency shall have any powers authorized by law to each of the Parties and separately to the Agency created herein relating to economic development, including, without limitation, the promotion of opportunities for the creation and retention of employment, the stimulation of economic activity, and the increase of the tax base, within the jurisdictions of the Parties; and

6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or support of any purpose of the Agency.

ARTICLE 7 - RESTRICTIONS ON POWERS

7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the exercise of its power in the same manner as another Member agreed to by the majority of the Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section or this Agreement, subject itself to the internal policies or ordinances of any Member.

7.2 The Agency shall not have the power of eminent domain.

7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may receive the proceeds of taxes imposed by other entities or public funds from other entities.

7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property.

7.5 The Agency shall not have the power to hire employees.

7.6 The Agency shall not have the power to issue debt.

ARTICLE 8 - BOARD OF DIRECTORS

8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Member’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a

September 20, 2023, Draft
6 Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city.

8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21.

8.3 The Board of Directors shall have the following powers and functions:

8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons;

8.3.2 The Board shall elect an Executive Committee, as provided in Article 11;

8.3.3 The Board shall be the policy setting body of the Agency;

8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14;

8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. Adoption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30th of each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members;

8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement;

8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of the Agency;

8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and

8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Agency.

ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS

9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting.

The Board or Executive Director, in consultation with the President of the Board as provided in Article 10 below, may call special meetings.

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7 9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.

9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of all regular, adjourned regular and special meetings. As soon as practicable after each meeting, the Secretary/Treasurer or designee shall forward to each Board Member, a copy of the minutes of the meeting.

9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of business. Unless otherwise required by law, a vote of the majority of a quorum of the members present at a meeting is sufficient to take any action, unless otherwise specified in this Agreement. However, less than a quorum may adjourn the meeting to a future date.

9.5 Each Member of the Board shall have one vote.

ARTICLE 10 - OFFICERS
The Board shall elect as Officers of the Agency President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the November Board of Directors meeting, or the first meeting held on or after November 1 of each year.

Of the Officers, the President, and at least two other Officers, must also be members of the Board of Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any Member of the Agency regardless of whether they are on the Board of Directors. Each Officer shall assume the duties of his or her office upon election. If the President ceases to be a Member of the Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and conduct all meetings of the Board. Should the Board President not be available then the highest-level Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then any Director appointed by the President may preside. The Board may appoint other officers as it considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Secretary/Treasurer, as provided in the Joint Powers Law.

ARTICLE 11 - EXECUTIVE COMMITTEE
At such time as there are nine Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of five (5) Officers, with the addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large

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8 may be appointed by the Board to serve on the Executive Committee. The qualifications of the Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provided for in this Article, or as otherwise delegated to it by the Board.

The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.

ARTICLE 12 - COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of the Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed by the President. Each committee shall have those duties as determined by whichever Agency body created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson and shall report to and be directed by whichever entity created it. No more than one representative from each jurisdiction shall serve on each committee. Membership of any committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate decision-making powers and duties only to a committee, a majority of the members of which are Board Members. Any committee, except the City Selection Committee, in which a majority of the members are not Board Members may function only in an advisory capacity. The Legislative Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice President and whose members shall be appointed by the Agency Members. Should there be no Second Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.

ARTICLE 13 – CITY SELECTION COMMITTEE
The City Selection Committee is established pursuant to State law and the Agency shall administer the City Selection Committee as follows: The City Selection Committee shall be a permanent committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government

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9 Code 50270, as amended. The Agency shall allow all cities in the County to participate in the City Selection Committee, whether or not they are members of the Agency.

ARTICLE 14 – PROFESSIONAL SERVICES

14.1 The Board of Directors may contract with individuals or companies to provide the following services at the pleasure of the Board of Directors:

14.1.1 Executive Director. The Board shall contract with a consultant or independent contractor to fulfill the following duties of an Executive Director: manage the affairs of the Agency, subject to the general supervision and policy direction of the Board and the Executive Committee; oversee the day-to-day activities of the Agency; select and manage the activities of all consultants and independent contractors to the Agency; be responsible for required filings by the Agency with the State of California; prepare or delegate the preparation of all meeting notices, minutes, and required documentation of the Agency; prepare and propose an annual budget; prepare reports and recommendations for consideration by the Executive Committee or Board; be responsible for billing and collection of annual dues; maintain the records of the Agency; assist Local Agencies in the preparation and filing of applications for participation in the financing programs of the Agency; expedite the processing of these applications; pay all invoices, taxes and amounts due; and perform other duties as are assigned by the Board and Executive Committee. The Executive Director may have the authority to sign agreements, applications, and other documents on behalf the Agency, if authorized by the Board or Executive Committee. The Executive Director shall have the Authority to enter into individual Agreements with a single vendor over the course of a fiscal year, on behalf of the Agency, up to the amount set by the Bylaws.

14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take direction from the majority of the Board of Directors. The General Counsel shall be a member in good standing of the California State Bar. The General Counsel shall be responsible for the legal affairs of the Agency;

14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the State of California. The Auditor will conduct annual financial audits of the Agency;

14.1.4 Other services. The Executive Director may hire additional consultants and independent contractors, as appropriate, based upon a previously approved budget;

14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any agent, consultant or independent contractor of the Agency become a member of PERS or be entitled to a pension or retirement from PERS as a result of service to the Agency; and

14.1.6 The consultants and independent contractors fulfilling the duties of Executive Director, the Auditor, the General Counsel and any other consultants or independent contractors

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10 who provide services to the Agency shall be compensated in such manner as shall be approved by the Board and as permitted by applicable law.

ARTICLE 15 - SIGNIFICANT PROGRAMS
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. If the Board deems it necessary, it may appoint a working committee to study the significant program or activity and provide input to the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into a specific program or project Agreement that includes relevant terms regarding the particular affected Members, and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These limited scope Agreements shall be subject to approval by the Board by a two-thirds vote of the Members.

ARTICLE 16 - ACCOUNTS AND RECORDS

16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this Agreement.

16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Agency shall be open to and made available for inspection at all reasonable times upon request by authorized representatives of the Members.

16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts and disbursements as set forth in the Joint Powers Law.

16.4 Auditor’s Report. The Auditor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal Year to the Board.

16.5 The Agency shall either make or contract with a Certified Public Accountant to make an annual Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and be provided to each of the Members, and with the County Auditor of the County of Santa Clara.

Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit shall be borne by the Agency and shall be a charge against any unencumbered funds of the Agency available for this purpose.

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11 ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY

17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee, agent or other depositary and shall not be considered the Agency’s funds for purposes of this Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of Section 17.2 below.

17.2 The Secretary/Treasurer or designee shall perform all functions then required to be performed by the Treasurer under the Joint Powers Law. The Secretary/Treasurer shall review the financial statements and the annual audit of the Agency.

17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the Secretary/Treasurer, and other persons as the Board may designate, shall have charge of, handle, and have access to the property of the Agency. The Agency shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of Directors, covering any officers or agents of the Agency who are authorized to hold or disburse funds of the Agency and any officers or agents who are authorized to have charge of, handle and have access to property of the Agency.

ARTICLE 18 - MEMBER RESPONSIBILITIES

18.1 Each Member shall have the following responsibilities:

18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the Board, as set forth in Article 8;

18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29;

18.1.3 To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement; and

18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status as a Member, or if a Member fails to be represented at four (4) or more consecutive regular meetings of the Board of Directors, then that Member may be deemed to be a suspended Member, with all the rights and duties of an Associate Member, upon action of the Board of Directors duly adopted. Prior to the suspension, the President shall contact the Mayor and request that another Council Member be appointed or that reinstatement for the current Member be requested. The suspension shall be approved by the Board of Directors. Promptly following that action by the Board of Directors, the Member may be reinstated by informing the Board of its intent to be reinstated within thirty (30) days and to attend all future meetings either via the Director or Alternate.

Removal of a Member for failure of the Director to attend meetings shall not relieve the

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12 Member from its obligations under any outstanding agreements relating to the Agency’s financial obligations, except in accordance with this Agreement.

ARTICLE 19 - NEW MEMBERS
With the approval of the Board, any city located within the County of Santa Clara may become a party as a Member to this Agreement. A city requesting membership shall apply by presenting to the Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. The Agency shall accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board determined assessments and fees.

ARTICLE 20 - WITHDRAWAL
A Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the Agency. The notice shall be given to the Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs after the one hundred and eighty (180) day notice period has passed. Any Member who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at the time of the notice of withdrawal.

ARTICLE 21 - REMOVAL
If the Board of Directors determines that reasonable cause exists to remove a Director from the Board, it can remove the Director and request that the Member who appointed the Director appoint a new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member based on a Member's breach of any material term of this Agreement, and the failure to cure that breach within sixty (60) days written notice. A terminated Member shall remain liable for any obligation under this Agreement as described above. Failure to pay dues within 60 days following notice shall result in a Member becoming suspended with all the rights of an Associate Member. A suspended Member shall immediately have its voting rights restored upon full payment of dues.

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13 ARTICLE 22 - OBLIGATIONS OF AGENCY
The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to limit the applicability of the provisions of Government Code Section 895.6.

ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no financial obligations of the Agency are outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed among the parties to this Agreement, in accordance with the respective contributions of each of the Parties.

ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS

24.1 The Members of the Board of Directors, Officers, and Committee Members of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be individually liable for any mistake of judgment, or any other action made, taken, or omitted by them in good faith, nor for any act or omission by any agent, consultant or independent contractor selected with reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by them in good faith and with reasonable care through investment of Agency funds, or failure to invest.

24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any other Director, Officer, or Committee Member. Unless otherwise required by law, no Director, Officer, or Committee Member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement.

24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for any Director, Officer, or Committee Member, for their actions taken within the scope of the Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide coverage for these types of losses.

24.4 These indemnification and defense obligations shall survive the termination of the Agreement as to any acts or omissions occurring before such termination.

ARTICLE 25 - INDEMNIFICATION
To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the Members and their governing bodies, officers, agents and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the

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14 performance of any of the activities of the Agency or the activities undertaken pursuant to this Agreement.

ARTICLE 26 - BYLAWS
The Board shall adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Agency. The provisions of the Bylaws, as modified from time to time, shall establish the operating procedures and standards for the Agency.

ARTICLE 27 - NOTICES
The Agency shall address notices, billings, and other communications to a Member as directed by that Member. Each Member shall provide the Agency with the email and physical address to which communications are to be sent. Members shall address notices and other communications to the Agency, at the office address of the Agency, or the email address of the Agency as directed by the Member and as set forth in the Bylaws.

ARTICLE 28 - CODES
The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy. The Agency shall comply with all requirements of the Fair Political Practices Commission as required by law or regulation.

ARTICLE 29 - AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the Members.

ARTICLE 30 - SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected.

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15 ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any rights against the Agency or its Members.

ARTICLE 32 - ASSOCIATE MEMBERS
Any Public Agency located within the jurisdictional authority of the County of Santa Clara may, with the approval of the Board of Directors, become an Associate Member of the Agency by executing and delivering to the Agency an Associate Membership Agreement and providing an Associate Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to representation on the Board of Directors, or to vote on any matter coming before the Board of Directors or the Agency, unless a separate written agreement is entered into between the Associate Member and the Agency.

ARTICLE 33 - LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Agency.

ARTICLE 34 - NON-WAIVER
No waiver of the breach of default of any of the covenants, agreements, restrictions, or conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or omission of exercising any right, power, or remedy in the event of a breach or default shall be construed as a waiver or a variation of any of the terms of this Agreement or any applicable agreement.

ARTICLE 35 - REMEDIES FOR BREACH
If any Member shall default on any obligation contained in this Agreement, the default shall not excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member shall be entitled to pursue all legal and equitable remedies against another Member in response to any alleged default under this Agreement. Any and all of the remedies provided to the Members, hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the Members to any other remedy.

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16 ARTICLE 36 - ARTICLE HEADINGS
All article headings are for reference only and are not intended to define or limit the scope of any provision of this Agreement.

ARTICLE 37 - DISPUTE RESOLUTION

37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term, covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to initiation of litigation, or any other binding arbitration or adjudicative dispute resolution process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written position papers stating their position on the Dispute and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the Dispute; and (iv) engage and cooperate in such further discovery as the Members agree or mediator suggests may be necessary to facilitate effective mediation.

37.2 Each Member shall bear its own costs, attorney’s fees, and expenses of the mediation. Venue of the mediation shall be a mutually agreeable city within Santa Clara County, California.

ARTICLE 38 – INSURANCE
If available, the Agency shall obtain insurance for all Members, appointed Members, and Committee Members, including, but not limited to, Directors and Officers liability insurance and general liability insurance containing policy limits in such amounts as the Board of Directors shall deem will be necessary to adequately insure against the risks of liability that may be incurred by the Agency.

Insurance under this provision may include an insurance pool program.

ARTICLE 39 - FILING WITH SECRETARY OF STATE
The Executive Director of the Agency shall file a notice of this Agreement with the office of the California Secretary of State within thirty (30) days of its effective date, as required by Government Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by Government Code Section 53051, as amended.

ARTICLE 40 - COUNTERPARTS
This Agreement may be executed in parts or counterparts, each part or counterpart being an exact duplicate of all other parts or counterparts, and all parts or counterparts shall be considered as

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17 constituting one complete original and may be attached together when executed by the Members hereto. Facsimile and electronic signatures shall be binding.

ARTICLE 41 - AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties and supersedes any prior written Agreement between the Members on the same topic.

Answers to City Managers Questions re: Cities Association of Santa Clara County (“CASCC”) and Proposed Joint Powers Authority (“JPA”)
August 7, 2023

GENERAL
Question #1. a.: What do we want this organization to be? Answer #1. a.: The goals and purposes of the organization will not change. Here are the stated goals of the CASCC:
• To review, study, develop consensus positions, and recommend on issues of interest to Santa Clara County cities;
• To develop a common agenda for Santa Clara County cities; • To serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government, including the Peninsula Division of the League of California Cities;
• To serve as the City Selection Committee pursuant to Government Code section 50270 et seq. and make appointments to regional and local bodies as provided by law; • To assist in the development of state-wide legislative policy through the structure of the League of California Cities;
• To serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
• To provide a forum for non-city individuals, groups and organizations, and the private sector to address items of interest to Santa Clara County cities.

And here are the stated purposes of the proposed JPA:

1. Review, study, develop consensus positions, and take action on issues of interest to Members;

2. Focus on local and regional matters that are important to our future;

3. Develop a common agenda for Santa Clara County cities;

4. Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;

5. Establishthe City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;

6. Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;

7. Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;

8. Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;

9. Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;

10. Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;
Attachment 3

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
2 11. Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;

12. Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and

13. Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.

Question #1. b.: What are the goals in forming this separate JPA as opposed to something less structured?
Answer #1. b.: Currently, the CASCC is an unincorporated association under the California Corporations Code. Since its creation, the member agencies have executed some agreements to provide a bit more structure to the association. In 1990, the CASCC’s member cities also entered into an agreement governing the operation of the organization, later amended on June 30, 1995. A copy of that Agreement is attached. As authorized by this Agreement, the CASCC has also adopted bylaws, available on the organization’s website. The existing Agreements set forth a structure that is similar to what a Joint Powers Agreement would establish for a JPA.

If the Cities Association becomes a JPA, neither the purpose nor the budget process would change. However, the JPA structure addresses concerns that have been raised about the CASCC such as liability and insurance. The JPA would have access to insurance that is not currently available. Governmental immunities would apply to the JPA that do not apply to an unincorporated association. A JPA would also clarify the tax status of the organization. The governance and organizational structure are also familiar to the members.

Question #1. c. How is forming the JPA furthering those goals.

Answer #1. c.: The most effective CASCC is one that is permanent, has governmental immunities to liabilities and employs an organizational structure that is both equitable and highly functional. Also, it will insulate the individual city/town members from future individual liability that an unincorporated association would arguably not do. The CASCC has accomplished much in the past and can accomplish many of the same programs and should the Board of Directors wish to, additional tasks with the new, permanent structure. In addition, the formation of a JPA eliminates potential tax issues as governmental entities are generally not subject to federal and State tax-related requirements.

Question #2: Are there better organizational forms such as public benefits corporation or nonprofit organization?
CASCC previously considered both a 501 (c) (4) non-profit social welfare organization and a JPA.

In 2020, the Board of Directors chose to pursue a JPA based on factors, such as the time and cost of forming the new entity and the compatibility of the JPA structure and membership of

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
3 the association. Considering the events that have transpired since the Board of Directors made the decision in 2020, we are even more convinced the JPA structure is best suited to the needs of the CASCC for the reasons stated above and the fact that the CASCC members are elected Council members appointed by their respective agencies and the CASCC administers the Cities Selection Committee.

Question #3: What models/example joint powers agreements were used to develop the proposed CASCC JPA?
Answer #3: The proposed JPA was developed by the two prior General Counsels, including Gary Baum, and he utilized the following examples: Silicon Valley Regional Interoperability Authority JPA (click on JPA document link) https://svria.org/resources/documents/ Silicon Valley Animal Control Authority JPA (click on JPA link) https://www.svaca.com/about-us
Question #4: What issues, structural or otherwise, is the association facing that can only or uniquely be solved by the formation of a JPA?
The JPA would provide a governmental structure for the CASCC. As a JPA, the CASCC would have governmental immunities and the liability of its members would be clarified. The JPA would have also access to some risk pools that insure governmental entities. The JPA structure itself would create a backbone of organization by clearing setting forth the scope of the JPA’s authority.

See answer to Question 1c above.

Question #5: Are there examples of issues that the JPA can address, particularly that cannot be accomplished through a less formal structure?
See answers to Questions #3 and #4.

Collaboration amongst our cities is one of the key advantages of the CASCC, which helps to strengthen our region. It is noteworthy, that in a county as populous and diverse as Santa Clara County, our cities have been able to come together and have some notable successes that could only have happened through CASCC. For example, the work of the CASCC during the COVID-19 pandemic resulted in a stronger partnership with our County, paving the way for greater trust and collaboration in the future. In recognition of their hard work, the CASCC was awarded the President’s Medal for Exemplary Service During the COVID-19 Pandemic by the SCC Board of Supervisors. Also, our cities collectively implemented ordinances to ban single-use plastic bags in each of our cities. Perhaps one of the most timely advantages of the CASCC and JPA membership would be the ability to apply for regional and statewide grants, such as the

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
4 multi-year Reagional Early Action Planning (REAP) Grant from ABAG. CASCC contracts with Community Planning Collaborative to lead this effort. Currently, all of our cities benefit from the technical assistance provided by the Planning Collaborative. Formed in October of 2019, the Santa Clara County Planning Collaborative is a shared effort among the county's jurisdictions to help address the region's housing challenges. The jurisdictions, by working together collaboratively, save money, time, and resources by sharing information and capacity; maintain & facilitate relationships with non-profits, affordable housing advocates, and key governmental organizations.

For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups.

Question #6: The primary purpose or goal of the formation described today (10/12/22), was for all cities to continue to participate. If that is the case will the final document be able to be ratified without each of the cities consenting? The CASCC functions best when all cities and towns within the County are members. Each of the individual Council members who serve on the CASCC board will present the JPA to their respective agencies for approval with the goal of having all the current members cities and towns participate in the JPA. It is important to note that all cities and towns would continue to participate in the City Selection Committee (CSC) even if they are not members of the JPA.

Government Code Section 50270 designates the mayors of all cities and towns within the County to serve on the CSC. The purpose of the CSC is to appoint city representatives to boards, commissions, and agencies as required by law. In Santa Clara County, CASCC houses the CSC and takes responsibility for all the administrative tasks related to the CSC.

While it is the goal of the CASCC and the JPA process that all cities and towns become members, the JPA is drafted so that it becomes effective once eight members join. Should the number of members fall below 7 then Article 4 of the JPA would apply:

After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar JPA, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
5 the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.

Note, this provision was added at the request of the City/Town Attorneys all of which provided input into the final draft of the JPA.

FISCAL MANAGEMENT
Question #1: How will member agencies be able to review proposed annual budget and proposed assessments in advance of adoption by the JPA board? Answer: #1: Like the process set forth in the bylaws and the process followed by the SVRIA, section 8.3.5 of the JPA requires the Board of Directors to adopt its budget by April 30 of each year. This process is designed to ensure that city/town members can consider and incorporate any increase or decrease in their dues into their budget planning before they are required to adopt their own budgets. Only the Board of Directors may adopt the budget at a publicly noticed meeting, the Executive Committee may not adopt the budget. Notice of proposed budget figures will be sent to the City Managers in advance of any budget adoption meeting. If April 30 is too late for city/town budget planning, an alternative date of March 30 could be considered.

Question #2: Is it assumed that the dues structure/formula will be determined after approval of the JPA, or will this be established in advance of approval? Answer: #2: While the dues will be established after approval of the JPA, no significant increases are anticipated. The adoption of any dues structure or formula would need to be considered as part of the annual budget process. The dues’ structure and related provisions will be incorporated into the bylaws for the JPA. The CASCC will share information regarding its proposed budget and dues as soon as possible in each budget cycle, and will share with its member cities and towns, their elected officials, and city managers in a transparent manner.

The goal is to submit next year’s fiscal year budget, with the final Joint Powers Agreement, in December 2023.

Question #3: How will the JPA address disagreements on the dues structure, particularly if dues will increase with a JPA?
Answer #3: It is neither assumed nor anticipated that the dues will increase because of the change in organizational structure. It is anticipated that annual dues will increase to reflect cost

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
6 of living increases. As set forth in the current bylaws, the Board adopts a budget every year in the same timeline as its member agencies and a majority vote is required to adopt a budget.

Question #4: Has the association considered CalPERS costs in a potential JPA? Answer#4: Yes, CASCC has considered this matter. CASSC obtains services from independent contractors and does not have employees. CalPERS membership is not mandatory for a JPA.

The JPA has been drafted to address this issue and specifically states the JPA will not contract with CalPERS. See JPA provision 14.1.5:

14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any employee of the Agency become a member of PERS or be entitled to a pension or retirement from PERS because of service to the Agency; and
In addition, the following change will be made to the JPA to address the issue:

14.1.6 The Agency shall not contract with or provide any pension to any employee of the Agency, nor shall any employee of the Agency be entitled to a pension or retirement Benefits, aside from Social Security as a result of service to the Agency.

Question #5: What is the extent of the Dissolution Plan and Tax Liability and who will be responsible?
Answer #5: The Dissolution Plan for CASCC has been discussed by the City/Town Attorney’s group and researched by a few of its members. A consensus on the approach to dissolution has been reached with the City/Town Attorney’s Group. Article 5 of the JPA it states: “Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.” The CASCC will follow the procedure for dissolution set forth in California Corporations Code Section 18410. Upon approval of the JPA by eight Members, the current CASCC Board of Directors will pass a resolution following the Corporations Code procedure and transfer the assets and liabilities of CASCC. The City/Town Attorneys discussed the possibility of only transferring the assets and not the liabilities of CASCC. However, the consensus of this group was that this approach may be rejected by the courts so that path is not recommended and will not be followed.

PERSONNEL MANAGEMENT
Question #1: Who is responsible for evaluating the performance of the Executive Director, and taking any associated personnel action?

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
7 Statement #1: Difficult personnel issues can occur in any organization. It is in everyone’s interest to establish a structure for handling such issues in advance of actual situations.

Response to Statement #1: Agreed.

Answer#1: The Executive Director provides services to CASCC as an independent contractor.

Only a majority of the Board of Directors may take action regarding the contract of the Executive Director or any performance evaluation process. The JPA will be modified to clarify this issue.

Just to reiterate from Question 4 above, all services provided to CASCC will be through independent contractors, not salaried employees.

DECISIONMAKING
Question #1: How will the JPA determine whether to pursue new initiatives, such as grants, that may not clearly exceed the $50,000 Significant Programs threshold? How will the JPA determine its ability to perform its associated responsibilities? Answer #1: The JPA at Article 15 Substantial Programs states:

If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $50,000 or more in annual expenditures, this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a twothirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into specific program or project Agreement that includes relevant terms, by the particular affected Members and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These Agreements shall be subject to approval by the Board of Directors by a two-thirds vote of the Members.

First and foremost, the JPA’s programs and activities will be limited to its available budget. If a new initiative or grant becomes available, the Board would discuss the level of interest at a public meeting and whether it should pursue it.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
8 Second, the CASCC also intends to amend this JPA provision to define a Substantial Program as as any program or activity requiring $10,000 or more (subject to CPI adjustments) - rather than $50,000 or more - in annual expenditures, in order to exercise greater fiscal oversight.

Statement #1: For example, the SVRIA JPA establishes a Working Committee with specified composition, that is responsible for recommending a budget, accepting grants, and awarding contracts, as well as recommending an Executive Director.

Response to Statement #1: The Executive Committee performs a similar role to that of SVRIA’s Working Committee, but its powers have been limited based upon input from the City Managers and City/Town Attorneys. Should the CASCC Board of Directors wish to create a new committee, such as the Working Committee with significant powers, the concept, scope, staffing and resources implications would need to be considered by the Board of Directors.

While SVRIA is a JPA model that was considered in the formation of the CASCC JPA, it should be noted that SVRIA’s annual budget exceeds $5 million (for FY 23 and beyond). By comparison, the CASCC annual budget is currently under $300K. Currently, it is sufficient for the Executive Committee to perform some, not all, functions of the SVRIA Working Committee. At some point in the future, the CASCC Board of Directors may consider formation of a Working Committee, and may choose to do so with input from the City Managers and/or the City Attorneys.

Question #2: How will the JPA determine its position and activities related to legislative advocacy? How will individual Director’s responsibility to the JPA be reconciled with positions of their respective agencies?
Answer #2:

Role of the Legislative Action Committee (“LAC”)
LAC advocates on behalf of all 15 cities on issues of mutual interest, provides legislative updates to cities, and organizes emergency responses to urgent issues. LAC acts as the convening body for all 15 cities to discuss and take positions on legislative bills, and local and state measures (“Bills/Measures”). The LAC meetings allow for collaboration, advocacy, and education. It allows the cities to delve into an issue and discuss how the issue may affect their cities. LAC is also guided by the Legislative Guiding Principles and the Housing Position Paper, which were both adopted by the Cities Association Board and aim to be representative of all 15 cities.

Benefit to cities from LAC
Cities benefit from the LAC in many ways. An organization consisting of 15 cities with over 1.9 million residents has a louder and more impactful and effective voice compared to each city advocating on its own behalf, especially smaller cities. Legislators have said repeatedly that they pay attention to the positions taken by the Cities Association. Legislators and local groups

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
9 seek the Cities Association’s endorsement because they understand the importance and influence of an endorsement from the Cities Association.

LAC also provides an opportunity for legislators to present an idea for a potential Bill/Measure and solicit feedback on how such a Bill/Measure may impact cities, or what provisions would cities support/oppose. This is also a great opportunity for Cities to weigh in and give feedback to help shape a bill before it moves forward. Legislators/groups have also shared that it is much easier for them to come to Cities Association and reach all 15 cities at the same time than try to reach each Council individually. For many of the presentations, the legislators will attend the LAC meeting, which gives the cities face to face time with legislators.

Another benefit is LAC provides a forum for cities to learn from each other, hear different perspectives, and better understand the potential impact of a Bill/Measure. Often, this results in the cities being better informed on the pressing issues happening at the state and local levels.

Decision-making process for LAC
The LAC agenda normally consists of (1) an educational item whereby a legislator or group presents on a potential or new Bill/Measure, the intent being to educate and answer any questions representatives may have, or (2) a few Bills/Measures for discussion and action, to recommend a position to the Cities Association Board. It is the Board that makes the final decision on the Cities Association’s position on a particular Bill/Measure. Some cities have the same Councilmember serve on LAC and the Board, while others will have different Councilmembers serve on each body. Therefore, although the discussion and presentation at the Board level is not as in depth as the LAC meeting, sometimes the discussion and vote at the Board level are different from what happened at the LAC meeting.

LAC’s recommendation to the Board is based on what majority of the cities support. The practice is for the LAC Chair to communicate the recommended position to the full Board and include the minority position(s) or any concerns expressed during the discussion at the LAC meeting.

One of the ways the CASCC communicates its position on a particular Bill/Measure is to send a letter to the applicable body. In recent years, the CASCC has made an effort to include the concerns of the “minority position” in the letter, and advocate that certain bills carve out an exemption for smaller cities, recognizing that all 15 cities are unique, diverse and range from populations of a few thousand to one million people.

Every city has its own approach to how it votes on a Bill/Measure at a LAC meeting. Some cities will only vote on a Bill/Measure if their full Council has taken a position on the particular item.

Other cities will vote on the item if it aligns with a position taken on a similar issue by its Council. If an item is not controversial like housing, then most cities will vote on the item, even if their full Councils have not considered the item.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
10 How to make LAC even better
The CASCC Executive Committee has continued to identify ways to improve LAC because of the value it provides to the cities. Here are some things we are already considering, and we welcome any suggestions you may have:
-Need staff support to be better prepared for LAC meetings. This work can be time consuming as it requires analyzing bills, researching the support and oppose positions and legislative history, and tracking the status of the Bill/Measure. To date, this work has fallen to the LAC Chair, CASCC Executive Director, and/or the Board President’s staff. If cities, like San Jose, are willing to share their legislative staff with the CASCC, at no cost, it is worth exploring, provided the work is objective and does not reflect the position of that city. -Continue to do a better job of including the minority voices in our advocacy and any unique impacts to smaller cities.
-Provide a LAC calendar at the beginning of the year that gives dates when LAC will be considering certain bills to give cities an opportunity to have their Councils take a position on the bill before it goes to LAC.
-Have cities suggest bills they want LAC to consider.
-Continue to have the Board members report back to their Councils and City Managers on the impactful and valuable work the CASCC is doing.

Question #3: How does the organization work if/when not all cities join? If not all or enough members join, how does the association act as the appointing body for various regional commissions.

Answer #3: The Agency will be formed once eight cities/towns approve the JPA (See JPA Article 8). The participating members would meet and operate as a JPA. Given Government Code provisions governing the CSC, all cities are permitted to participate in these Committee meetings and the appointment process even if they are not members of the JPA (See JPA Article 13). The JPA would continue to administer the CSC.

At the request of the City/Town Attorneys provisions were added to Article 8 that after one year of formation should membership fall to less than seven members for a period of one year that the Agency is required to release the CASCC name to a new JPA should one be formed. On a related note, the Executive Committee is not activated until there are nine members, and it will then consist of three members, in order to address any potential ties in voting. If the JPA

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
11 has eleven or more members, the Executive Committee would then consist of five members (See JPA Article 11). The CASCC intends to amend JPA Article 11 to capture this approach.

For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups.

Question #4: Does the proposed power of the executive committee have the potential to allow the executive board to make decisions at the expense of some or all of the members? Answer #4: The proposed JPA has been drafted to address concerns regarding the authority of the Executive Committee (formerly known as the “Executive Board”). Additional changes will be made to the JPA to clarify that the Executive Committee cannot make personnel decisions and that new powers can only be vested in the Executive Committee following a vote of the Board of Directors on the issue. The Executive Committee will not have the authority to make personnel decisions or decisions related to the contract for the Executive Director.

The JPA currently reads as follows: at Article 11: “The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget.

Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall provide notice to the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee.” The reference to personnel action will be removed and the Executive Committee will be prohibited from taking any personnel actions.

Question #5 What is a situation where the association would need to issue debt, purchase land, or hire or terminate multiple employees?
Answer#5: The provisions authorizing the JPA to issue debt or purchase land will be removed.

It is unknown whether the Agency would ever need to hire or terminate an employee, but those decisions would be made by the Board of Directors and memorialized in a budget adopted by the Board of Directors, not the Executive Committee. (See answer to PERSONNEL MANAGEMENT #1)

TOWN OF LOS ALTOS HILLS October 19, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO JOINT EXERCISE POWERS AGREEMENT AND

COOPERATION AGREEMENT TO UNDERTAKE OR TO ASSIST IN THE

UNDERTAKING OF ESSENTIAL ACTIVITIES PURSUANT TO TITLE I OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS
AMENDED, FOR THE PERIOD OF OCTOBER 1, 2023 TO SEPTEMBER 30, 2027 AND SUBSEQUENT AUTOMATIC RENEWALS UNLESS
TERMINATED (Staff: E. Ling)
FROM: Elaine Ling, Senior Planner
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

Adopt a Resolution authorizing the City Manager to execute Amendment No. 1 to the Joint Exercise Powers Agreement and Cooperation Agreement to Undertake or to Assist in the Undertaking of Essential Activities Pursuant to Title I of the Housing and Community Development Act of 1974.

BACKGROUND:

In order for a city or town to directly receive Community Development Block Grant (CDBG) and Home Investment Partnerships Program (HOME) funds from the Federal government, the population is required to be 50,000 or more persons. As the Town of Los Altos Hills does not qualify to receive such funds directly, in July 2017, the Town entered into a Joint Powers and Cooperation Agreement with Santa Clara County (Resolution 37-13) to allow the County to receive and administer the funds for the unincorporated County areas as well as cities in the County that do not qualify to receive funds directly. These funds are used to address housing and community development needs primarily benefiting low, very low, and extremely low-income persons in Santa Clara County.

Amendment No. 1 to the JPA will update Section 10 of the agreement which addresses compliance with legislation and regulations. The modifications to this section are proposed based on direction the County received from the United Stated Department of Housing and Urban Development (HUD). As part of the County’s program, an annual Action Plan is developed as well as a Consolidated Plan every five years as part of the planning and reporting requirements established by HUD.

ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act.

AGENDA ITEM #4.I

Staff Report
Amendment to JPA HUD
October 19, 2023 Page 2
2 2023 CITY COUNCIL WORK PLAN
The report is for transparency and was not specified in the City Council’s 2023 work plan.

FISCAL IMPACT:

There is no fiscal impact in executing this amendment.

ATTACHMENTS

1. Proposed Resolution with Proposed Amendment as Exhibit A

2. Resolution 37-17

3. Staff Report from July 20, 2021

Resolution -23 Page 1
RESOLUTION -23

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS

HILLS AUTHORIZING THE CITY MANAGER OF THE TOWN OF LOS

ALTOS HILLS TO ENTER INTO A JOINT EXERCISE OF POWERS AGREEMENT

AND COOPERATION AGREEMENT TO UNDERTAKE OR TO ASSIST IN THE

UNDERTAKING OF ESSENTIAL ACTIVITIES PURSUANT TO TITLE I OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED FOR THE PERIOD OF OCTOBER 1, 2023 - SEPTEMBER 30, 2027
WHEREAS, Congress has enacted the Housing and Community Development Act of 1974, as amended;
WHEREAS, Title I of the Act provides for a program of Community Development Block Grants; WHEREAS, Title I of the Act makes entitlement grants available to cities with a population of 50,000 or more persons and to counties that qualify as an urban county; WHEREAS, the Town of Los Altos Hills is not eligible to apply directly for entitlement funds under the Act but may, by entering into a cooperation agreement with County, qualify County as an urban county applicant and may thereby receive such funds; WHEREAS, the parties hereto wish to enter into an agreement to enable the County of Santa Clara to apply for and receive entitlement funds as an urban county and to establish the respective rights and obligations of the contracting parties to such funds; NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby authorize the City Manager to enter into a Joint Exercise of Powers Agreement and Cooperation Agreement with the County of Santa Clara To Undertake or to Assist in the Undertaking of Essential Activities Pursuant to Title I of the Housing and Community Act of 1974, as Amended for the Period of October 1, 2017 – September 30, 2020.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 19th day of October 2023 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY:

Linda Swan, Mayor
ATTEST:

Deborah Padovan, City Clerk
Attachment 1

RESOLUTION 37- 17

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS

HILLS AUTHORIZING THE CITY MANAGER OF THE TOWN OF LOS

ALTOS HILLS TO ENTER INTO A JOINT EXERCISE OF POWERS AGREEMENT

AND COOPERATION AGREEMENT TO UNDERTAKE OR TO ASSIST IN THE

UNDERTAKING OF ESSENTIAL ACTIVITIES PURSUANT TO TITLE I OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED FOR THE PERIOD OF OCTOBER 1, 2017 - SEPTEMBER 30, 2020
WHEREAS, Congress has enacted the Housing and Community Development Act of 1974, as amended;
WHEREAS, Title I ofthe Act provides for a program of Community Development Block Grants; WHEREAS, Title I of the Act makes entitlement grants available to cities with a population of 50, 000 or more persons and to counties that qualify as an urban county; WHEREAS, the Town of Los Altos Hills is not eligible to apply directly for entitlement funds under the Act but may, by entering into a cooperation agreement with County, qualify County as an urban county applicant and may thereby receive such funds; WHEREAS, the parties hereto wish to enter into an agreement to enable the County of Santa Clara to apply for and receive entitlement funds as an urban county and to establish the respective rights and obligations of the contracting parties to such funds; NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby authorize the City Manager to enter into a Joint Exercise of Powers Agreement and Cooperation Agreement with the County of Santa Clara To Undertake or to Assist in the Undertaking of Essential Activities Pursuant to Title I of the Housing and Community Act of 1974, as Amended for the Period of October 1, 2017— September 30, 2020.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the
20th day of July 2017 by the following vote:

AYES: Waldeck, Radford, Corrigan, Spreen, Wu
NOES: None
ABSTAIN: None
ABSENT: None
BY: -M 0/
1(
dary Waldeck, Mayor
A TEST:

Deborah Padovan, City Clerk
Resolution 37- 17 Page I
Attachment 2

TOWN OF LOS ALTOS HILLS
Staff Report to the City Council
AGENDA ITEM #4.F
July 20, 2017
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

EXECUTE AN AGREEMENT WITH THE COUNTY OF SANTA

CLARA FOR ADMINISTRATION OF THE URBAN COUNTY

COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND

HOME INVESTMENT PARTNERSHIPS PROGRAM (HOME)
PROGRAMS.

FROM: Suzanne Avila, Planning Director ~1\
APPROVED: Cad Cahill, City Manager 'le fbf Carl
RECOMMENDATION: That the City Council:

Adopt a Resolution authorizing the City Manager to execute an agreement ;with the County of Santa Clara for administration of the Urban County Community Development Block Grant (CDBG) and HOME Investment Partnerships Program (HOME) programs collectively referred to as the Urban County Program.

BACKGROUND
The Town has participated in the Urban County Program since 1975 through a Joint Powers Agreement (JP A) with unincorporated Santa Clara County and a group of cities.

In order to recdve CDBG and HOME funds as an Urban County, the County must meet certain population thresholds. The combined population of the participating cities and the County provides the necessary justification to receive the funds from the U.S. Department of Housing and Urban Development (HUD). The County qualifies because it has a total combined population of at least 200,000 or more froth the unincorporated areas and participating jurisdictions. The County of Santa Clara has ·administered the Urban County program for the JP A since the creation of the Urban County and is the official recipient of the grant funds that are made available by HUD.

A municipality must have a population of at least 50,000 to be eligible to receive CDBG funds as an entitlement jurisdiction from HUD. Through the urban county process, the Town is able to join with other smaller Santa Clara County municipalities and the unincorporated areas of the County to satisfy the required population threshold. HUD requires participating municipalities to enter into a cooperative agreement for a three-year period and allows for automatic renewals. In Santa Clara County, the formal urban county relationship is established through a three-year JP A between the Town, the other participating municipalities, and the County of Santa Clara.

The Urban County program provides funding from HUD for activities which primarily benefit lower income households. Projects funded through these grant funds must (1) meet a national objective (i.e. all of the projects and programs funded through the Urban Attachment 3

Staff Report to the City Council
Urban County Program JP A
July 20, 2017

County meet the national objective of benefiting low and moderate income households; and (2) be an eligible activity. Previously funded activities include, but are not limited to, affordable housing development, housing rehabilitation and conservation programs, accessibility improvements and social service programs operated by local non-profit agencies.

The JP A does not include a specific spending plan since funding is allocated by HUD on an annual basis. Instead, the JPA outlines the process for submitting project proposals directly to the County through a proposed three-year funding cycle. Funding for Capital Improvement Projects (CIP) will be considered on an annual basis.

The existing Urban County JPA expires on September 30, 2017. A draft agreement to continue the JPA until September 30, 2017 is included as Exhibit A to Attachment 1.

The proposed changes include modifications that impact the manner in which the Town will receive funding.

DISCUSSION:

The County Office of Supportive Housing initiated discussions with the participating cities to update the JP A based on a need to create a more streamlined process. The intent of these changes is to enhance the ability to provide a more regional response to ongoing challenges and county-wide needs, such as the provision of more affordable housing, addressing community development needs and developing more long-term permanent solutions for homelessness. The following summarizes the proposed changes to the JP A:

1. Renewal clause allowing for automatic renewals of the JP A for subsequent threeyear periods to coincide with the County's requalification as an Urban County. The Town will have an opportunity to opt in or out of the JP A before the start of a new three-year period. The intent of this change is to reduce the administrative burden and allow for amendments in the event of a change in regulations at the federal level or change in priorities at the local level.

2. Removed the Technical Advisory Committee (TAC) Language since the County has taken the lead in reviewing applications for funding.

3. Removed the "fair share" language that is related to the CIP projects. Given the continued reduction in funding, the County has been implementing a process that pools together the'CIP dollars in order to create larger projects that are both more significant and have a higher impact on the local community. The intent of this change is to ensure the Urban County program meets statutory spending obligations and to identify projects that can be completed within 12 months.

4. Clarified language required by HUD related to excessive force by law enforcement agencies. While the requirement itself is not new, a "covenant" requirement has been added. Since the County is required to assure that each participating jurisdiction is in compliance, the County is requesting that each jurisdiction provide confirmation.

Staff Report to the City Council
Urban County Program JP A
July 20, 2017

5. Reorganized the JPA to better align with HUD's requirements. Specifically, the County has clarified that the agreement also covers HOME funding, the definition section has been alphabetized, removed duplicate language and reformatted the entire document.

The changes are consistent with ongoing discussions that started in 2014. Therefore, staff recommends that the City Council adopt the resolution authorizing the City Manager to execute and agreement with the County of Santa Clara for administration of the Urban County Community Development Block Grant (CDBG) and HOME Investment Partnerships Program (HOME) programs.

CEQA DETERMINATION:

Approval of the JP A is not a project as defined by the California Environmental Quality Act.

FISCAL IMP ACT:

Under the terms of the JP A, the Town is eligible to apply for funding for specific capital improvement projects annually under the County's proposed Capital Improvement Pool.

ATTACHMENTS:

1. Draft resolution with draft agreement (Exhibit A)
Cc: Consulelo Hernandez, AICP, Santa Clara County Office of Supportive Housing

RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE

TOWN OF LOS ALTOS HILLS

AUTHORIZING THE CITY MANAGER
Attachment 1

OF THE TOWN OF LOS ALTOS HILLS TO ENTER INTO A

JOINT EXERCISE OF POWERS AGREEMENT AND

COOPERATION AGREEMENT TO UNDERTAKE

OR TO ASSIST IN THE UNDERTAKING OF

ESSENTIAL ACTIVITIES PURSUANT TO

TITLE I OF THE HOUSING AND COMMUNITY
DEVELOPMENT ACT OF 1974, AS AMENDED
FOR THE PERIOD OF OCTOBER 1, 2017 - SEPTEMBER 30, 2020
WHEREAS, Congress has enacted the Housing and Community Development Act of 1974, as amended;
WHEREAS, Title I of the Act provides for a program of Community Development Block Grants;
WHEREAS, Title I of the Act makes entitlement grants available to cities with a population of 50,000 or more persons and to counties that qualify as an urban county; WHEREAS, the Town of Los Altos Hills is not eligible to apply directly for entitlement funds under the Act but may, by entering into a cooperation agreement with County, qualify County as an urban county applicant and may thereby receive such funds; WHEREAS, the parties hereto wish to enter into an agreement to enable the County of Santa Clara to apply for and receive entitlement funds as an urban county and to establish the respective rights and obligations of the contracting parties to such funds; NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby authorize the City Manager to enter into a Joint Exercise of Powers Agreement and Cooperation Agreement with the County of Santa Clara To Undertake or to Assist in the Undertaking of Essential Activities Pursuant to Title I of the Housing and Community Act of 1974, as Amended for the Period of October 1, 2017 - September 30, 2020.

PASS ED AND ADOPTED at a regular meeting of the City Council of the Town of Los Altos Hills on this 20th day of July 2017, by the following vote:

AYES:

NAYS:

ABSTAIN:

ABSENT:

ATTEST:

Deborah Padovan, City Clerk
By:~~~~~~~~~~~~
Gary Waldeck, Mayor

JOINT EXERCISE OF POWERS AGREEMENT AND

COOPERATION AGREEMENT TO UNDERTAKE

OR TO ASSIST IN THE UNDERTAKING OF

ESSENTIAL ACTIVITIES PURSUANT TO

TITLE I OF THE HOUSING AND COMMUNITY
DEVELOPMENT ACT OF 1974, AS AMENDED,
FOR THE PERIOD OF OCTOBER 1, 2017 TO SEPTEMBER 30, 2020, AND

SUBSEQUENT AUTOMATIC RENEWALS UNLESS TERMINATED
This Cooperation Agreement ("Agreement") is entered into by and between the County of Santa Clara ("County") and the Town of Los Altos Hills ("City") relating to essential community development and housing assistance activities funded by the Federal government for the Community Development Block Grant and HOME Programs, as defined below.

RECITALS
WHEREAS, Congress has enacted the Housing and Community Development Act of 1974, as amended, (the "Act") and Title I of the Act provides for a program of Community Development Block Grants, hereinafter referred to as "CDBG" for funds that may be used for the support of activities that provide decent housing, suitable living environments and expanded economic opportunities principally for persons of low- and moderate income; and WHEREAS, Congress has enacted the Cranston-Gonzalez National Affordable Housing Act, as amended, (the "Cranston-Gonzalez Act"), and Title II of this Act created the HOME Investment Partnership Program, hereinafter called "HOME" that provides funds to states and local governments for the purpose of increasing the number of affordable housing opportunities for low- and moderate-income families; and
WHEREAS, all provisions contained in this Agreement that refer to Act, which provides for the distribution of CDBG funds, shall also refer to the HOME Program under Title II of the Cranston-Gonzalez Act ; and
WHEREAS, CDBG grants are available to: (1) cities with a population of 50,000 or more persons as entitlement grantees ("Entitlement Grantees") or (2) counties that have a population of 200,000 or more consisting of the population within their unincorporated areas plus cities of less than 50,000 persons in population within the counties ("Urban County") ; and WHEREAS, HOME formula allocation grants ("HOME Formula Allocation Grants") are available to: (1) cities with a population of 50,000 or more persons as a HOME participating jurisdiction or (2) counties in a metropolitan area that either (1) have a population of at least 200,000 people, excluding metropolitan cities within the county, with at least 100,000 of that population residing in unincorporated areas or included units of general local government in which the county has the authority to undertake administration of CDBG funds, or (2) has a 1

population of at least 100,000 people, and a population density of at least 5,000 people per square mile ("HOME PJ"); and
WHEREAS, the City does not meet the population threshold as an Entitlement Grantee or as a HOME PJ and the County is a qualified Urban County and HOME PJ; and WHEREAS, the City and County wish to enter into this Agreement to enable the County to apply for and receive entitlement funds under HOME and/or CDBG as an Urban County and to establish the respective rights and obligations of the contracting parties to such funds; and WHEREAS, a cooperative agreement is required by the County and the City in order to implement the provisions and terms of the CDBG and HOME programs, hereinafter collectively referred to as the Urban County Program; and
WHEREAS, the County and City do hereby find and determine that it is in the best interest of the residents of the unincorporated areas of the County and of the City that housing and community development activities be performed jointly in accordance with the provisions of this Agreement in that the U.S. Department of Housing and Urban Development ("HUD") recommends the expenditure of funds for such purpose on a regional basis; and WHEREAS, the County qualified as an Urban County to administer and implement the Urban County Program for housing and community development activities for the City in accordance with the terms and conditions hereinafter provided; and WHEREAS, the City and the County agree to "cooperate to undertake, or assist in undertaking, community renewal and lower-income housing assistance activities." NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows:

1. General.

This Agreement gives the County authority to undertake or assist in undertaking activities which will be funded from Urban County Program funds and from any program income generated from the expenditures of such funds. County and City agree to cooperate to undertake, or assist in undertaking community development and affordable housing activities.

By executing this Agreement, City understands that it may not apply for grants as a nonentitlement grantee under the Small Cities or State CDBG Programs administered by the California Department of Housing and Community Development ("State HCD") during the term of this Agreement, and City cannot join with other local governments to form a separate HOME PJ other than the County HOME Program authorized under this Agreement regardless of whether County ultimately receives a HOME Formula Allocation Grant from HUD. The County and City may not sell, trade, or otherwise transfer all or any portion of such Urban County Program funds to another such metropolitan city, Urban County, unit of general local government, or Indian tribe, or insular area that directly or indirectly receives Urban County Program funds in exchange for any other funds, credits or non-Federal considerations, but must 2

use such funds for activities eligible under Title I of the Act and/or Title II of the CranstonGonzales Act.

2. Authorities.

Both the City and the County are legally authorized to enter into this Agreement under federal, local and state law, including but not limited to the Act and the Cranston-Gonzalez Act.

3. Definitions.

In the event of any conflict between the definitions in this Agreement and those set forth in the Act, the Cranston-Gonzalez Act and any regulations, as defined below, the latter shall govern.
a. "Annual Action Plan": the Annual Action Plan serves as the Urban County's application to HUD for funding. The Annual Action Plan summarizes the activities that will be undertaken in a program year to meet the goals outlined in the Consolidated Plan and identifies the federal and non-federal resources that will be used. b. "Board of Supervisors": the County's legislative body responsible for approving the Urban County's Consolidated Plan and
c. "CDBG": Community Development Block Grant, a federal program administered by HUD which provides funding to address housing and community development needs of lower-income persons.
d. "Citizen Participation Plan": the plan adopted by the Board of Supervisors of the County which outlines the opportunities and process for citizen input on matters pertaining to planning, monitoring, and evaluation of the Urban County Program projects.
e. "City": is the city or town that is a party to this Agreement; such city or town may be referred to as a "Non-Entitlement City," that is, a city which cannot directly apply for or receive funds through cooperation agreements with HUD. f. "City Project": is a proposal that will be undertaken by the City following approval by the County.
g. "Consolidated Plan": describes the housing conditions and goals to address the housing needs of lower income persons, and identifies specific housing actions to be taken by the Urban County to address its housing needs. The Consolidated Plan also serves as a guide for HUD in the distribution of assisted housing resources to communities. h. "County": the County of Santa Clara through action by its Board of Supervisors. i. "Eligible Activity": Activities that are allowable uses of the CDBG funds as defined in the Code of Federal Regulations Title 24 for HUD and of the HOME funds as defined in Title II of the Cranston-Gonzalez National Affordable Housing Act. 3

j. "Grant": the CDBG and HOME funds allocated by HUD to the County of Santa Clara as the legal recipient of the funds for the Urban County. k. "Grant Agreement": the grant agreement between HUD and the County of Santa Clara for Title I and Title II funding.

1. "HOME": the HOME Investment Partnership Program, a federal program administered by HUD to assist in addressing the affordable housing needs of lower income persons through such means as new housing development and construction; acquisition and rehabilitation of existing housing units; and provision of emergency rental subsidies.
m. "Housing and Community Development Advisory Committee": an advisory committee established by the Board of Supervisors of the County to be the policy recommending body to the Board of Supervisors for the Urban County Program. n. "HUD": the United States Department of Housing and Urban Development. o. "OSH": Office of Supportive Housing, formerly known as the Office of Affordable Housing, responsible for the day to day administration of the Urban County Program. p. "Project Proposals": requests for an allocation of Urban County Program funds submitted by eligible applicants to implement specific eligible CDBG or HOME activities, as defined by HUD.
q. "Regulations": the rules and regulations of the U.S. Department of Housing and Urban Development; particular reference is made to those regulations stated in 24 Code of Federal Regulations Part 570 (containing the general regulations of Community Development Block Grants) and Part 58 (containing the regulations on the Federal Environmental Review Procedures).
r. "Urban County": a county that is (1) in a metropolitan area; (2) authorized by state law to undertake essential community development and housing assistance activities within its unincorporated areas, and (3) has a population of 200,000 or more within its unincorporated areas and units of general local government (cities) within the county with which it enters into cooperation agreements to undertake or to assist in the undertaking of eligible activities.

4. Term.

The term of this Agreement shall begin on October 1, 2017 and extend for three Program Years. For the purposes of this Agreement, a Program Year is defined as October 1st through September 30th This Agreement will subsequently automatically renew if the County requalifies as an Urban County during the Agreement term for the next three (3) Program Year period. Upon requalification a new three (3) Program Year term will begin at the conclusion of the first Three Program Year term starting on October 1, 2017. The first of these automatic three (3) Program Year term renewals will occur at the beginning of fiscal year 2020-201 (October 1, 2020) and every three (3) Program Years thereafter. The terms of this Agreement 4

shall remain in effect until all Urban County Program funds covered under the terms of this Agreement, and any program income generated from the expenditure of such funds, are expended, and the funded activities completed, and that the County and participating units of general local government may not terminate or withdraw from this Agreement while this Agreement remains in effect. This Agreement may not be terminated or withdrawn by the parties for any circumstance or reason during the term of the agreement. a. Termination. This Agreement can only be terminated if an earlier date of termination is approved in writing by HUD pursuant to the Urban County Program or until such times as the City and County elect to terminate this Agreement at the conclusion of a three-year term.
b. Renewal process. As required by HUD, the City and County agree to adopt any amendment( s) to this Agreement necessary to meet the requirements set forth in the Urban County Qualification Notice published by HUD annually providing instructions for Counties seeking to requalify as an urban county. Such failure to comply will void the automatic renewal for such qualification period. Prior to the renewal date, the County will notify City in writing that City has the option to terminate the Agreement and not be included as part of the submission by County to HUD for re-qualification as an Urban County for the subsequent three (3) year qualification period. City agrees to send a timely response to County stating its intention to either continue to be a part of the Urban County Program or to elect to terminate this Agreement and not be a part of the County's upcoming submission to HUD to re-qualify as an Urban County for the subsequent three (3) year period.

The County will submit to HUD the letter notifying the City of its ability to terminate this Agreement as well as the City's response letter. County will also submit to HUD a written legal opinion provided by County Counsel stating that the terms and provisions continue to be authorized under state and local law and that the Agreement continues to provide full legal authority for County.

The County and the City have both adopted resolutions approving the City's participation in the Urban County Program; the resolutions will be sent to HUD along with this Agreement immediately after the Agreement has been approved as well as whenever the County re-qualifies as an Urban County.

5. Purpose of Agreement.

This Agreement is formed to meet the requirements and purposes of the Act, the CranstonGonzales Act, and the Regulations with respect to the application for Grants and to establish the respective rights of the parties to such Grants.

6. Administration of Agreement.
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a. The officers and agents of both parties will cooperate in furnishing information and assistance necessary for the preparation, completion, and filing of the County's application with HUD in accordance with the requirements of Urban County Program and the Regulations. The City shall provide opportunities for public participation as described in the Citizen Participation Plan.
b. The City shall submit to the County all necessary information required for the completion of a Consolidated Plan in the form required by HUD. This information will detail the City's commitments to providing housing assistance to low- and very- low income persons within the City. The local commitments to housing assistance by the the City will be incorporated into the Urban County's Consolidated Plan, which will be reviewed by HUD to determine the local commitments to address housing needs oflowto very-low income persons. c. The County shall not alter or amend the information furnished to County by cities in compliance with the Urban County Program and Regulations and consistent with identified Urban County needs and priorities, the County shall have full authority and necessary control of the preparation and filing of its Annual Action Plan to HUD and of other papers and documents in support thereof.

7. Project Proposals.

Any and all Project Proposals for eligible activities, including those of the City, shall be submitted directly to the County during the term of this Agreement by eligible applicants.

The three-year Notice of Funding Availability ("NOFA") will outline the eligibility criteria and local priorities. Project Proposals must meet the HUD eligibility criteria within one of the funding categories contained in the NOF A. All Proposals must be submitted directly to the County.

Funding for capital improvement projects will be considered on an annual basis outside of the NOFA process described above. A minimum of one eligible capital improvement project in each of the non-entitlement cities will be funded during the term of this Agreement, pending funding availability. The City will submit a proposal to the County for consideration for a shovel-ready project that can be completed within 12 months of the submittal of the Proposal or a project that can be phased over a two year period with demonstrable programmatic and financial actions (i.e. design, architectural, construction costs). County and City staff will work together to determine each project's level of readiness and establish an implementation schedule. Unspent funds will not be carried over from year to year to ensure funds are spent in a timely manner. When such capital funds are not expended they will be used to supplement other Eligible Activities, if they are not expended in the agreed upon project's contract term between the City and the County. The County will evaluate the City's timely expenditure of funds to ensure the County is in compliance with HUD before recommending funding for a capital project. Review and comment on City proposed projects shall be to determine HUD eligibility and timely expenditure of funds.

8. Disbursement of Funds.
a. City understands and agrees that Urban County Program funds disbursed under this Agreement are the obligation of County and that such obligation of the County is 6

dependent upon the qualification of the County as an Urban County applicant and upon the availability of federal funds to implement the Urban County Program. b. Funds disbursed to the City and other sub-recipients will be expended on eligible activities as described in the Consolidated Plan. The 2015-2020 Consolidated Plan includes goals and strategies to address housing and community development needs in the Urban County and identifies the following Goals:

1. Assist in the creation and preservation of affordable housing for lowerincome and special needs households.

2. Support activities to end homelessness

3. Support activities that provide basic services, eliminate blight, and/or strengthen neighborhoods

4. Promote environmental sustainability
c. County and City agree that the County has the authority to transfer CDBG funds to another CDBG-eligible project/program at County's sole discretion if City is not spending its CDBG funds in a timely manner, i.e. within 12 months of Proposal approval. Prior to transferring the CDBG funds, the County will notify the City in writing that the City is at risk of not meeting this timeliness requirement and therefore County will transfer CDBG funds if timeliness is not met.

9. Compliance with Final Programs and Plans.

County and City shall comply in all respects with final Annual Action Plans and the Consolidated Plan which are developed through mutual cooperation pursuant to the application requirements of the Urban County Program and the Regulations and approved by HUD.

10. Compliance with Legislation and Regulations
City and County agree, pursuant to 24 CPR 570.501(b) that cities are subject to the same requirements applicable to sub-recipients, including the requirement of a written agreement between the County and the City specific to the proposed Proposal as set forth in 24 CPR 570.503. City understands and agrees that should it fail to comply with such requirements or with the terms of this Agreement, that funds which may be allocated to City during the term of this Agreement may be terminated, or reduced or otherwise limited in accordance with the Urban County Program and Regulations.

County and City shall comply with all applicable requirements of the Urban County Program and associated regulations, in utilizing grant funds under legislation that created and govern these grants, and shall take all actions necessary to assure compliance with County certifications required by Section 104(b) of Title I of Act, as amended regarding the provisions of the National Environmental Policy Act of 1969, Title VI of the Civil Rights Act of 1964, Title VII of the Civil Rights Act of 1968, Executive Order 11988, Section 109 of Title I of the Act which incorporates Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, the Fair Housing Act, and affirmatively furthering fair housing and other applicable federal laws.
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The City agrees that use of Urban County Program funding for activities in or in support of City is prohibited if City does not affirmatively further fair housing within its own jurisdiction as defined by Federal law or impedes County actions to comply with its fair housing certification included with the Annual Action Plan. The City may be required to demonstrate how it complies with the fair housing requirement.

Furthermore, City hereby covenants by and for itself, its successors and assigns, and all persons claiming under or through it that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of any project funded by Urban County Program funds, nor shall City itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in any project funded as a result of this Agreement.

The City hereby covenants has adopted and is enforcing a policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individual engaged in non-violent civil rights demonstrations. Furthermore, the City has adopted and is enforcing a policy of enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within such jurisdictions.

11. Conflict of Interest.

City shall comply with all applicable federal and state laws, regulations and policies governing conflict of interest, including State conflict of interest regulations found in California Government Code Sections 1090, 1126, 87100 et seq., Federal conflict of interest regulations found in 24 CFR 570.611, 85.36 ad 84.42, and any other applicable policies, rules and regulations related to conflict of interest.

Any person who is an employee, agent, consultant, officer, elected or appointed official of the City, who exercises any functions or responsibilities with respect to Urban County Programfunded activities identified in this Agreement and who is in a position to participate in the decision-making process or gain inside information with regard to activities identified in this Agreement, may not obtain a financial interest or benefit from the Urban County Programassisted activities identified in this Agreement or any related agreement, subcontract, or contract, either for themselves, an immediate family member or business partner, during his/her tenure. City shall maintain written standards of conduct governing performance of its employees engaged in the award and administration of contracts funded by the Urban County Program.
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12. Areas of Housing Authority Operation.

Nothing herein shall affect the rights and obligations of the parties with respect to any agreement which the City may have with the Housing Authority of the County of Santa Clara ("HACSC").

13. Services, Equipment and Property Reimbursement.

County shall provide or be primarily responsible for providing the services, equipment and other property necessary for the planning, preparation and filing of the Annual Action Plan and for the administration of the Grant funds subject to the right of the County to seek reimbursement for actual expenses and costs of furnishing such services, equipment and property. Subject to the provisions of the application or of the grant award made thereon, all property furnished by County as herein-above described shall belong to County during the term of this Agreement and after its termination.

At the termination of the Urban County Program, all property and equipment acquired with CDBG funds will be subject to the requirements and conditions contained in 24 CFR section 570.505 (24 CFR section 570.502(a)(5)) ..

14. Program Income.

Any revenue directly generated from the use of Urban County Program funds shall be included as available funds for the following funding cycle and thus shall be subject to regulations and reported to HUD. The County has the responsibility for monitoring and reporting to HUD on the use of any such program income, including but not limited to appropriate record keeping.

15. Revolving Loan Fund.
a. The County is authorized to maintain a separate fund in conjunction with a single family home rehabilitation program for eligible activities in accordance with all CDBG requirements as may apply. The Revolving Loan Fund must be held in an interest bearing account and the interest must be remitted to HUD annually. b. Eligible activities for single family home rehabilitation may be funded through loans.

The loans, in tum, generate payments to the Revolving Loan Fund for use in carrying out the same activities.

16. Records.

City and County shall maintain appropriate books, records, files, and accounts relating to the receipt and disbursement of the Grant funds, including records in accordance with 24 CFR Sec 570.503 as they relate to the application, acceptance, and use of federal funds for this federally assisted program and any other records imposed by County's grant agreement with HUD. All such books, records, files and accounts shall be made available for inspection at reasonable times and places by authorized representatives of City, County, and HUD or any other person authorized by the Urban County Program or the Regulations.

17. Contractual Obligations.
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It is expressly understood and agreed that, as the applicant to HUD, County must take full responsibility and assume all obligations of an applicant under the Urban County Program and that HUD will look only to the County in this regard. However, County assumes no responsibility nor liability for any failure to include City in the application as a result of City's failure to supply County with information necessary to prepare and file the application, or as a result of City's failure to supply County with such information upon designated dates, or as a result of City's failure to comply with the Urban County Program and the Regulations.

18. Indemnification.

In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to Government code Section 895.6, the Parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead the County and City agree that pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury ·(as defined by Government code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, employees or agents, under or in connection with or arising out of any performance of obligations required by this Agreement, the Urban County Program, Annual Action Plan, Grant Agreement the Regulations or other applicable laws relating to this Agreement delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officer, board members, employees or agents, under or in connection with or arising out of any performance of obligations required by this Agreement, the Urban County Program, Application, Regulations or other applicable laws relating to this Agreement delegated to such other parties under this Agreement.

19. Self-Insurance.

The City and County are authorized self-insured public entities for purposes of general liability, automobile liability, professional liability and worker's compensation. City and County warrant that through their respective programs of self-insurance, they have adequate coverage or resources to protect against any liabilities arising out of their performance regarding the terms and conditions of this Agreement.

20. Discretionary Actions.

Nothing herein contained shall be construed to prohibit the City from exercising its discretion on any legislative quasi-judicial and/or administrative matter (including but not limited to any action involving zoning of General Plan amendments). Nothing herein shall compel the City to take any action on any matter save and except as expressly required in this Agreement. It is understood and agreed that the City does not by this Agreement commit itself or delegate the exercise of any of its police powers in any matter whatsoever save and except as expressly set forth in this Agreement.
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21. Timeliness.

When any action is required hereunder upon request for action on a document or material furnished by the County to the City said request for action on a document or material shall be furnished at least 30 days prior to the date said action is required in order to allow sufficient time for the City to review and act on said document or material.

22. Severability.

Should any part, term, provision of this Agreement be judicially determined to be illegal or in conflict with any law of the State of California or any law of the United States, or should any part, term, or provision of this Agreement be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.

23. Section Headings.

All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement.

24. Notices.

Any notice, tender, or delivery to be given hereunder by either party to the other may be effected by personal delivery in writing or by certified mail, return receipt requested. Each party may change its address by written notice in accordance with this Section.

IN WITNESS WHEREOF, parties hereto have executed this Agreement on the dates set forth below.

TOWN OF LOS ALTOS HILLS
Gary Waldeck
Mayor
Attest:

By:~~~~~~~~~~~~
Deborah Padovan
City Clerk
Approved as to form:

By: ~~~~~~~~~~~~
Steve Mattas
City Attorney
11 COUNTY OF SANTA CLARA
By: ~~~~~~~~~~~~
Jeffrey V. Smith
County Executive
Approved as to form and legality:

By: ~~~~~~~~~~~~-
Christopher R. Cheleden
Lead Deputy County Counsel
Date:

September 28, 2023
Filed electronically through www.regulations.gov
Docket number FAA-2023-0855
Mr. Donald Scata
Office of Environment and Energy
Federal Aviation Administration, DOT
RE: Comments on the Federal Aviation Administration’s Review of the Civil Aviation Noise Policy, Docket ID No. FAA-2023-0855, 86 Fed. Reg. 26641 (May 1, 2023)
Dear Mr. Scata:

The Town of Los Altos Hills and Cities of East Palo Alto, Los Altos, Menlo Park, Mountain View, and Palo Alto, California (the Cities) appreciate the opportunity to submit these comments regarding the Federal Aviation Administration’s (FAA) Review of the Civil Aviation Noise Policy.

The Cities are at the epicenter of the aircraft noise problems of the 21st Century. They are located near three large commercial service airports – SFO, SJC, and OAK – and are directly beneath the primary arrival paths into SFO, as well as directly beneath the primary arrival path into SJC when that airport is operating in reverse flow. Recent changes in arrival procedures into SFO have routed even more aircraft over the Cities significantly impairing the health and quality of life of our residents.

The Cities are also near several general aviation airports, and general aviation aircraft and helicopters regularly and frequently fly over the Cities at low altitudes. Palo Alto is the sponsor of Palo Alto Airport (PAO) and is under considerable pressure to address noise issues from general aviation operations at PAO. The Cities are also located in the heart of Silicon Valley where the ongoing development of drones, UAMs, AAM vehicles, and other new aviation technologies foretell entirely new types of aircraft and associated noise in the very near future. All of that is to say that the Cities are uniquely positioned to comment on the inadequacies of current FAA noise policies, laws, and regulations and how a new noise policy can better address the adverse impacts of aircraft noise.

At the outset, the Cities cannot overstate how important it is for the FAA to adopt a new noise policy, and to seek changes to existing laws, in order to effectively address the noise problems residents of our communities are experiencing. In simple terms, the existing noise policy and associated laws and regulations do not effectively address the real noise problems people near airports and beneath aircraft flight paths actually experience. The Cities join with numerous other DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

communities and organizations adversely affected by aircraft noise to urge the FAA to take advantage of a new noise policy to adopt bold new strategies to address today’s noise problems.

By way of context, the current suite of noise laws and policies is almost 50 years old. Those laws and policies – including the FAA’s 1976 Noise Policy, the Airport Safety and Noise Act of 1980 (ASNA), and its Part 150 regulations, and the Airport Noise and Capacity Act of 1990 (ANCA), and its Part 161 regulations – were enacted to address the noise problems of the 1970s and 1980s when the predominant issue was the prevalence of very loud Stage 1 and Stage 2 aircraft, and severe noise impacts close to airports.

It is clear, however, that the old suite of laws and policies are not addressing today’s noise problems, which are very different and demand different solutions. Although individual aircraft are quieter, overall numbers of aircraft operations have increased. Moreover, through the implementation of the suite of NextGen flight procedures, the FAA has changed flight patterns near many airports in a way that concentrates more aircraft into narrow flight paths. Similarly changes in operations at general aviation airports, including increases in operations by private jets, helicopters, and repetitive “touch-and-goes” has created noise impacts that the FAA does not recognize as actionable.

The result has been devastating to communities like the Cities that lie beneath these concentrated flight paths because we are subjected to a near-constant barrage of noise from repeated overflights at low altitude. Rather than experiencing relatively loud events a relatively few times a day (or only during short peak times) communities now experience the noise from an almost constant stream of aircraft directly overhead – as if there were a train line constantly running in the sky.

The problem is exacerbated further by the generally quiet nature of these suburban communities now subject to constant aircraft noise.

Two points in particular underscore the inadequacy of current policies. First, the FAA has lost a number of recent lawsuits because its environmental review of new flight procedures has been inadequate. Existing FAA policy and practice is not accounting for the actual impacts of aircraft noise.

Second, and more fundamentally, the Neighborhood Environmental Study (NES) makes clear that people are highly annoyed at noise exposure levels far below the FAA’s DNL 65 standard and far below any level that the FAA considers significant. FAA policy, including its choice of a noise metric and threshold of significance clearly do not accurately reflect how aircraft noise actually impacts real people.

These fundamental failures of historic noise policies and laws demand a bold response from the FAA to develop a new noise policy that reflects today’s noise issues and takes full advantage of today’s technologies and almost 50 years of experience to implement effective solutions.

Although the Cities applaud the FAA for undertaking this comprehensive review of its policy, the Cities urge the FAA to use this policy review as an opportunity to reevaluate its historic approach to aircraft noise and implement a new policy that provides a path to meaningful solutions to very real noise problems.

The Cities provide responses to many of the FAA specific questions below, but believe that a new noise policy must incorporate the following core principles:

DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

• Regular Review and Update. The new noise policy should include a mechanism for regular review and update to assure that the policy responds to current problems and implements current solutions. This is particularly important given emerging drone, UAV, and AAM technologies whose future impacts cannot be fully predicted today. The FAA cannot allow policy to remain unchanged for almost 50 years as it has done since 1976. • Acknowledge Noise Impacts Below DNL 65. The noise policy must acknowledge that aircraft noise has harmful effects well below the DNL 65 threshold and further acknowledge that new metrics and thresholds need to be developed that will allow the FAA, airport sponsors, and communities to accurately identify harmful noise impacts and adopt meaningful solutions to those impacts.
• Implement a System of Noise Metrics and Thresholds. The noise policy must incorporate a system of noise metrics and thresholds that allow the FAA and other stakeholders to quantify, understand, and address how different kinds of operations can impose different noise impacts on different communities. DNL may be an appropriate metric for certain purposes, for example in areas close to a large commercial service airport, but it fails to adequately define noise problems for communities farther from an airport or account for noise impacts from relatively quieter, repetitive operations from general aviation airports. In those areas a metric that accounts for the number of operations, the frequency of operations, and the level of noise above background or ambient noise would better quantify the noise impact of flight procedures. To assure transparency and confidence in this system, the FAA should engage an independent, technical panel, perhaps sponsored by the National Academy of Sciences, to recommend an appropriate system of noise metrics and thresholds.
• Assure Community Involvement in Flight Procedure Changes. The FAA must include representatives of affected communities in the entire process of developing new flight procedures. That engagement will lead to flight procedures that minimize adverse impacts on communities and will provide greater transparency to the process and greater community confidence in the final outcome.
• Assure Community Involvement in Noise Studies. Communities affected by aircraft noise from a nearby airport must have representation in Part 150 Studies and similar noise studies, even if those communities are beyond the DNL 65 contour. Those communities should be eligible to receive noise monitors and other mitigation measures. • Provide for Review of Recent Flight Procedure Changes. Because the NES, litigation, and ongoing controversy has revealed the FAA historic assessment of the noise impacts from NextGen flight procedures to be inadequate, the new noise policy should define a process to reassess the impacts of recent changes to flight procedures and make additional changes as appropriate to redress those impacts.
• Increased Local Control. The new noise policy should allow a greater amount of local control over some aspects of aircraft noise. In particular, local communities and airport sponsors should have greater authority to establish local noise ordinances to regulate local general aviation operations, civil rotorcraft (e.g., helicopters and drones) operations below 2000 ft, and to provide incentives for aircraft operators to use quieter aircraft or use noise abatement flight procedures.

DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

• Identify Legislative and Regulatory Changes. Because current statutes and regulations do not address today’s noise problems, the new noise policy should identify changes in those laws and regulations necessary to fully implement the FAA’s new policy. The FAA should not allow current laws to limit its policy objectives. Changes in ASNA and ANCA, and the associated Part 150 and Part 161 regulations, may be advisable. The new noise policy should clearly identify policies that would require changes in current law and include a blueprint for the FAA to pursue appropriate changes in the law.
• Expert Panel. The FAA should enlist an expert panel from the National Academies of Sciences to review the body of literature on the impacts of aircraft noise, including health impacts, to prepare an independent, unbiased, and peer-reviewed consensus report to recommend a system of noise metrics and thresholds based on the science.

Those general principles, as further explained in our responses to some of the FAA’s specific questions, provide a framework for a noise policy that would allow the FAA to recognize the true extent of how aircraft noise harms residents beneath flight paths and to implement meaningful ways to reduce, abate, and mitigate those impacts.
* * *
Responses to Specific Question Posed by the FAA.

Question 1. Vehicle Type; and
Question 2. Operations of Air Vehicles
As discussed in greater detail below in response to Questions 3 (DNL), 4 (Averaging), and 5 (Decisionmaking Noise Metrics), the FAA should address noise from all air vehicles and from all phases of operation. Simply stated, all noise from all sources has the potential to impose adverse impacts, particularly when considered together with noise from other air vehicles. The FAA should consider metrics and thresholds that include noise from all sources and all phases of operation to assure that all noise impacts are accounted for, disclosed, and addressed. The FAA should consider and develop metrics that account for the fact that certain operations, including in particular rotorcraft and repetitive local general aviation operations, adversely impact residents even when the DNL levels fall below levels the FAA has historically considered “significant.” All air vehicles and all phases of operation have the potential to cause adverse impacts and the FAA should adopt a system of metrics to account for that.

Question 3. DNL; and
Question 4. Averaging
The DNL metric is not appropriate for communities like the Cities because it fails to measure or report the noise impacts residents experience. In short, an annual average metric fails to account for the harms imposed by numerous and almost continuous overflights. A few key points illustrate this point:
● DNL is an average noise level that neither counts the number of aircraft nor captures how people experience noise on the ground. People do not hear average noise. People DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

experience the noise of each individual event when the noise exceeds the ambient noise level. Nobody experiences DNL, and its use of logarithmic scales and decibels that cannot be averaged like arithmetic values only further confuse residents and underscore that DNL does not reflect what they experience. Even if DNL were calculated using a different time period (daytime, nighttime, peak hour, 4-hour, average annual day, etc.), its averaging methodology makes it an inadequate decisionmaking metric. ● DNL does not disclose the number of noise events or the noise level for each event. 10, 100, or 1000 aircraft can have the exact same DNL value even though 10, 100, or 1000 aircraft create very different noise experiences. DNL does not adequately represent the impacts of numerous and frequent flights, sometimes less than 90 seconds apart. An effective noise metric would be based on the number of overflights, the peak noise of each event, and how that noise compares to the background noise. ● By using an Average Annual Day, DNL underestimates the real impacts of daytime overflights, including during peak periods, and does not reflect seasonality or changes in runway configurations. Using an Average Annual Day-based DNL for one procedure/vector to or from one airport only does not represent the noise experienced by residents that are affected by multiple airports, different air vehicles using different procedures/vectors to and from multiple origins and destinations. ● DNL is calculated using the Sound Exposure Level (SEL), which is a metric that people neither understand nor hear. People hear instant noise, including peak noise (Lmax). As discussed in greater detail below, the FAA should base a new metric on Lmax to better reflect what adversely impacts people.

To address these shortcomings with DNL, the Cities urge the FAA to develop and implement new metrics that better measure and report how aircraft noise impacts real people. To assure objectivity and a comprehensive, science-based approach, the FAA should convene an expert panel, perhaps sponsored by the National Academy of Sciences, to develop a system of noise metrics rather than continuing to rely solely on DNL for decisionmaking. The Cities urge the FAA to include in its new noise policy some basic criterion to guide that work so the final product provides the appropriate information to guide FAA decisionmaking. A new noise metric should:
● Compare aircraft noise to ambient noise levels. Evaluating noise impacts relative to ambient noise is typical in assessing other forms of transportation noise, such as rail and highway noise, and the FAA should adopt the same approach for aircraft noise. Measuring noise levels above ambient noise will better reflect the degree to which aircraft noise interrupts and interferes with people’s daily activities. ● Count and add individual noise events and do not use averages. As discussed above, people do not hear or experience averages. A decisionmaking metric should reflect noise as experienced by people.
● Count noise events based on a peak noise level Lmax (with revised nighttime penalties) that exceeds ambient noise. The Lmax reflects the noise that has the greatest potential to be harmful, and should be the basis to evaluate noise impacts. Lmax should be measured or calculated using both C-weighting and A-weighting because some air DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

vehicles, including subsonic planes, create low-frequency vibrations that are not captured by A-weighting decibels even though they can be felt by people. ● Calculate noise levels for the peak air traffic day of the year instead of an annual average day. Over the course of a year, air traffic may vary by season, runway usage, and other factors. An Average Annual Day (AAD) does not account for such variations, masks the different noise levels experienced by residents, and underestimates the true impact of overflights. Again, people do not experience or hear an average. In contrast, the peak day represents the highest impact in a given year and therefore provides a better basis to understand how noise actually impacts people and to develop mitigation strategies that will address the actual noise impacts. Further, as air traffic volumes continue to increase, using a peak day provides a better basis to mitigate future impacts as well as current impacts. ● Include impacts from all air vehicles, operations, and activities. Count and include all air vehicles, from commercial aviation, general aviation, UAV/AAM, or military operations, and all measurable locations (e.g., one or more flight paths –procedure or vectors– from all airports, helipads, launch pads, drone pads), for all air vehicle operations (from ground operations, taxiing, take-off, en route, landing, as well as specialized activities such as hovering, flight training, and air shows) that impact an area. That would allow the FAA and communities to understand the total noise environment and the impact of changes on that environment.
● Revise nighttime penalties in appropriate metrics to reflect the substantial noise impacts of nighttime flights. The current way that DNL weights nighttime operations does not capture the severity of the noise impacts at night. The FAA should investigate how to weight nighttime flight activities to reflect the actual experiences of people, including how noise affects people differently at different times of night and how repetitive overflights as opposed to a few widely spaced overflights may have a particularly severe impact at night by preventing people from falling asleep and/or preventing people from getting a full night’s sleep. Weighting should reflect how the cadence, pattern, timing, and volume of overflights actually affect peoples’ sleep patterns.

By counting and reporting the number and level of disturbances above ambient levels, a new noise metric would better predict impacts and annoyances for communities experiencing many and frequent overflights from all types of operations, including commercial service aircraft, general aviation aircraft, rotorcraft, and emerging air vehicle technologies. The NES data showed a strong correlation between N-Above 50 dB (NA50) and the level of annoyance. Although the FAA did not release the NA50 NES data as part of the NES, the FAA should do so now and further analyze the NA50 NES data in order to better inform its development of a new system of noise metrics.

Using the number of air vehicles and the delta between the air vehicles’ peak noise and ambient noise is a much more accurate representation of the noise experienced by residents than DNL and would support better FAA decisionmaking by better reflecting the noise impacts that actually disturb people by disrupting their daily lives.

Question 5. Decisionmaking Noise Metrics; and
DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

Question 7. NEPA and Land Use Noise Thresholds Established Using DNL or Another Cumulative Noise Metric
For the reasons discussed in response to Questions 3 and 4, the Cities strongly believe that DNL should not be the primary noise metric for FAA decisionmaking and that DNL 65 should not be the threshold for FAA decisionmaking. As the NES underscores, the FAA’s current DNL 65 onesize-fits-all model is not appropriate for today’s noise problems. Fundamentally, the DNL 65 standard fails the ASNA requirement to have “a highly reliable relationship between projected noise exposure and surveyed reactions of people to noise.” Even if there is a role for DNL in the future, the DNL 65 threshold is clearly inadequate. Any DNL threshold must reflect the NES results and must align with the World Health Organization aircraft noise guidelines from October 2018: average noise exposure of 45 dB Lden and night noise exposure below 40 dB Lden.
1 Indeed, as long ago as 1974, and without the benefit of the NES, the EPA recommended that the DNL threshold be 55 dB or lower for outdoors. 2 To the
extent the FAA retains DNL, the FAA should lower the DNL threshold as suggested by the NES.

For example, in the NES curve, 12.3% of people are Highly Annoyed at 46 dB, which compares to the Schultz curve in which 12.3% of people were annoyed at 65 dB.

In developing a suite of metrics and thresholds, the FAA should ask an expert panel to consider whether different metrics are appropriate for different circumstances, such as:
● Evaluating noise impacts in communities very close to airports. ● Evaluating noise impacts in communities below arrival and departure paths. ● Evaluating noise impacts in communities affected by changes in flight procedures. ● Evaluating noise impacts from nighttime operations.
● Evaluating noise impacts in wilderness or historic areas. ● Evaluating noise impacts from general aviation operations, including in particular repetitive operations.
● Evaluating noise impacts from helicopters and other rotorcraft. ● Evaluating noise impacts from new aircraft models or types (including helicopters, UAV, and AAM vehicles).

Each of these different scenarios may require a different metric and/or a different threshold to measure how noise will affect residents. Moreover, it may be appropriate to use more than one metric to gain a more complete understanding of noise impacts. For example, DNL may be appropriate to predict an overall level of community annoyance, but different metrics applying different thresholds will better illustrate how specific operations will impact people on the ground. 1 Lden –Day Evening Night Sound level, is the average sound level over a 24-hour period with a 5 dB evening penalty between 7 pm and 10 pm and a 10 dB nighttime penalty between 10 pm and 7 am. 2 Office of Noise Abatement and Control of the Environmental Protection Agency Information on Levels of Environmental Noise Requisite to Protect Public Health and Welfare with an Adequate Margin of Safety (March 1974).

DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

The FAA should leverage multiple metrics and thresholds to inform its decisionmaking rather than rely on a single, one size-fits-all metric and threshold.

That approach also better complies with ASNA, which requires a single system of noise measurement, not a single metric. Although the FAA has relied on a single metric in the past, a new noise policy will allow the FAA to adopt a true system of noise measurement that better reflects the different ways that different noise events affect people and that better fulfills Congress’s direction to create a single system of noise metrics.

Finally, as discussed in response to Question 11 (Literature Review), the FAA should incorporate the findings of the NES as well as the growing body of research identified in the Background tab in the Docket, as well as ongoing research into the health impacts of aircraft noise, into its new system of noise metrics and thresholds. Because that body of knowledge requires expertise in multiple disciplines, including most importantly public health, the FAA should engage the National Academies of Sciences, including the National Academies Division of Medicine, to prepare an independent, unbiased, and peer-reviewed consensus report to recommend a system of noise metrics and thresholds based on the science and health impacts. DNL, and the reliance on the Shultz Curve regarding annoyance, simply does not capture the full range of impacts and does not allow the FAA and affected communities to fully understand how aircraft noise will affect people exposed to aircraft noise. Community annoyance is an important factor to consider, but it is not the only factor. The FAA should leverage the expertise of the National Academies and the available literature.

Question 6. Communication
Improving how the FAA communicates information about noise impacts is absolutely critical to the success of any new noise policy. People affected by noise need to understand how proposed changes in the noise environment will affect them, and the FAA needs to explain those impacts in a clear and relevant manner.

Communication regarding noise impacts begins with developing a system of noise metrics that realistically describe noise impacts in a manner the average person can understand. For all of the reasons discussed above and as made clear in the NES, DNL tends to obscure and understate noise impacts. The FAA’s reliance on DNL has undermined the public’s confidence in how the FAA reports and describes noise. Developing a system of noise metrics that describes how noise will actually affect people is critical to how the FAA communicates about aircraft noise.

In addition, the Cities believe the FAA should develop a communications policy that allows the FAA and airports to provide information about noise proactively, in a timely manner, and that represents the true impacts of noise on communities. Such a policy must include the following key elements:
● Identify the specific cities, towns, and areas that will be impacted. Do not rely on navigation charts or route maps that do not label or reference city boundaries and populated areas. ● Describe how each city, town, or area is potentially impacted using one or more metrics that describe how aircraft noise will impact each community. As discussed above, the FAA should clearly explain how a new procedure or development will change the existing noise environment based on noise above background levels, number of new operations, and the DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

altitude and path of new operations, together with all other operations in the area, in order to describe the total change in the noise environment.
● Assure that the public, and the state and local governments, in impacted areas are informed of potential changes in flight procedures before flight procedures are designed and finalized and certainly before those procedures are implemented. The public should not be surprised by substantial changes in flight patterns or noise impacts, and the FAA should not make decisions without gaining an understanding of how new flight procedures and airport development will impact surrounding communities. The FAA should not rely solely on closed groups, such as roundtables, noise forums, or consultations with aviation stakeholders to develop and communicate potential changes. Webinars and other virtual platforms provide an inexpensive way to reach a broader audience.
● Communicate and explain the decision metric(s) the FAA uses to evaluate noise impacts. As discussed above, those metrics should reflect the impacts that communities will actually experience, and the FAA should be able to explain how the metric accomplishes that in simple terms. The FAA should consider using multiple metrics to better explain all dimensions of the noise impacts.
● Leverage technology, including phone apps and web pages, to provide real-time information on noise levels and overflights and to make readily available periodic updates to cumulative metrics as they become available. It is critical that the FAA be proactive in making information available to the public.

Question 10. Misc.

Reconsideration of Some NextGen Procedures. Although the FAA has suggested it will not apply the new noise policy retroactively, the Cities believe strongly that the new policy should include provisions to reconsider some, if not all, recently adopted changes to flight procedures that have had particularly severe impacts. As the FAA knows, the implementation of NextGen procedures over the past decade has led to enormous controversy and litigation. Public outcry has also compelled Congress to direct the FAA to reconsider its noise policies and noise metrics because of the clear failure of past practices to address the real problems of aircraft noise in the 21st Century. Over the many years it has taken, and likely will continue to take, for the FAA to address those directives, new flight procedures have imposed enormous adverse impacts on many communities. Had the FAA acted more promptly, many communities would not have suffered such negative outcomes.

Given the length of time this process has and will take, it is incumbent on the FAA to provide a means for the most severely impacted communities to obtain relief. The Cities strongly urge the FAA to adopt a “trigger mechanism” to compel a review of flight procedure changes that have had a particularly severe impact. For example, the FAA could use its new system of noise metrics to identify communities that experienced a significant change in noise exposure. Alternatively, the FAA could select all procedures that made changes over populated areas below a certain altitude or that increased overflights by a given percentage.

Based on the severity of impacts as reevaluated by the new noise metric system, the FAA could identify a suite of “remedies” that would be available for different degrees of impact. For the most serious impacts, the FAA would commit to reconsider the procedure and develop alternatives with DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

less impact. For less serious impacts, and in cases when there is no practical alternative flight procedure, the FAA would provide a range of mitigation measures that might include eligibility for acoustic insulation funding, eligibility for a Part 150 study, funding for noise monitors, or funding for studies on noise mitigation strategies (similar to Section 190 in the FAA Reauthorization Bill of 2018).

Increased Local Control. A significant problem with the FAA’s current approach to noise regulation is the inability of local governments, including airport sponsors, to address local noise issues through local noise ordinances. For example, repetitive local “touch-and-goes” and other repetitive, low altitude operations cause very real, adverse impacts on residents even if those operations do not exceed the 65 DNL threshold. Again, relying on a national, one-size-fits-all standard fails to account for the varied nature of noise impacts and leaves local communities and airport sponsors without the tools necessary to address local noise problems.

The new noise policy should allow a greater amount of local control over some aspects of aircraft noise. In particular, local communities and airport sponsors should have greater authority to establish local noise ordinances to regulate local general aviation operations, civil rotorcraft (e.g., helicopters and drones) operations below 2000 ft, and to provide incentives for aircraft operators to use quieter aircraft or use noise abatement flight procedures. Although the Cities recognize that the FAA has an interest in managing the overall National Airspace System in the national interest, local operations, particularly at general aviation airports, often impose severe impacts on communities that are out of proportion to the national interest. The noise policy should allow for greater local authority over local operations to address local noise problems.

Supersonics. The current ban on supersonic flights over US land and US territorial sea to prevent sonic boom should be maintained. In addition, the FAA should apply the same FAA noise standards to supersonic and subsonic aircraft.

Question 11: Literature Review
As the large volume of literature in the Background Materials tab in the Docket, as well as the several on-going studies on the health impacts of aircraft noise, makes clear, any analysis and understanding of noise impacts requires deep and broad understanding of several disciplines and many sub-disciplines, many of which, such as health impacts, are well outside the FAA’s institutional expertise. To assure that this large body of knowledge is properly understood and incorporated into the FAA’s decisionmaking, the Cities urge the FAA to engage the National Academies of Sciences to prepare an independent, unbiased, and peer-reviewed consensus report to recommend a system of noise metrics and thresholds based on the science. That report would include recommendations from the National Academies Division of Medicine on how to address the impacts of aircraft noise on public health.

An objective report based on science will not only assure that the system of noise metrics is objectively sound, but will inspire public confidence in the noise measurement methodology. * * *
Thank you for your consideration of these comments.

DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

Mr. Donald Scata
Office of Environment and Energy, FAA
September 29, 2023

_______________________________
Melvin Gaines
City Manager, City of East Palo Alto
_______________________________
Justin Murphy
City Manager, City of Menlo Park
_______________________________
Gabriel Engeland
City Manager, City of Los Altos
_______________________________
Kimbra McCarthy
City Manager, City of Mountain View
_______________________________
Peter Pirnejad
City Manager, Town of Los Altos Hills
_______________________________
Ed Shikada
City Manager, City of Palo Alto
cc: Senator Dianne Feinstein
Senator Alex Padilla
Representative Anna Eshoo
Representative Kevin Mullin
DocuSign Envelope ID: 59CB3CB9-2585-4D17-AD63-C525F76A6A8E

TOWN OF LOS ALTOS HILLS October 19, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE A CONSTRUCTION AGREEMENT WITH SMELLY MEL’S PLUMBING, INC.

FOR 2023 SANITARY SEWER REPAIR AND REPLACEMENT PROJECT
FOR A TOTAL AMOUNT NOT TO EXCEED $520,630
FROM: WooJae Kim, Public Works Director
Daniel Liang, Utility Engineering Manager
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

1. Award a construction agreement for the 2023 Sanitary Sewer Repair and Replacement Project to Smelly Mel’s Plumbing, Inc., the lowest responsible bidder, not to exceed $520,630, and authorize the City Manager to execute a construction agreement.

2. Approve project contingency funds of $80,000 and authorize the Public Works Director to approve potential contract change orders within the said fund.

BACKGROUND:

The annual sanitary sewer repair and rehabilitation program is to maintain and improve the Town’s sanitary sewer system to allow safe and reliable conveyance of wastewater to the Palo Alto Regional Water Quality Control Treatment Plant through the collection systems of the Cities of Palo Alto and Los Altos. The proposed project will replace damaged and deteriorated sanitary sewer main pipes located within street right of way and easement areas at various locations throughout the Town.

On August 17, 2023, the City Council approved the Plans and Specifications for the 2023 Sanitary Sewer Repair and Replacement Project and authorized staff to advertise the project for formal bid.

Per the newly updated Purchasing System Ordinance, Town’s Municipal Code section 2-

4.04(b)(2), states “procurement of public projects valued at more than two hundred thousand dollars ($200,000) shall be submitted for formal bidding.” For formal bids, “the notice for inviting bids shall be advertised upon authority of the City Council, and such advertisement shall be published two times in a newspaper of general circulation published nearest to the Town, and in addition, invitations to bid may be mailed to prospective vendors at the discretion of the City Manager.”
AGENDA ITEM #4.K

Staff Report to City Council Page 2
2023 Sewer Repair and Replacement Contract Award
October 19, 2023
DISCUSSION:

Project Description
The project includes replacing and upsizing 1,765 linear feet of sewer main pipe segments using the trenchless in-line pipe replacement method (pipe bursting and/or reaming), replacing and upsizing 121 linear feet using the open trench excavation method, and installing 220 linear feet of new sewer main pipes. The list of project segments is included as Attachment 2. These sewer segments were selected from analyzing Pipeline Assessment and Certification Program (PACP) ratings from the asset management system (Lucity), analyzing video inspection data, and reviewing monthly maintenance follow-up reports. The project also includes improving the O’Keefe sewage pump station with readiness to deal with power outage and prevent sewage overflow.

Advertising-Bid Process and Results
Staff prepared the bid documents and estimate in-house. A Notice to Bidders was published twice in the Los Altos Town Crier and posted on the Town's website. Staff sent the Notice to Bidders to Builders Exchanges, covering Alameda County, Santa Clara County, Contra Costa County, the Peninsula area, and the San Francisco Bay Area.

Three (3) bids were received and opened on September 28, 2023. The low bid is determined by the total of base bids and alternates. The lowest responsible bidder is established as Smelly Mel’s Plumbing, Inc., with the bid amount of $520,630. The lowest bid is below the engineer’s estimate is $630,000. A detailed breakdown of all bid items is included as Attachment 3. The bids received are summarized as follows:

No Company Base Alternates TOTAL
1 Smelly Mel’s Plumbing $ 395,630 $ 125,000 $ 520,630
2 C2R Engineering $ 470,520 $ 207,300 $ 677,820
3 Casey Construction $ 627,572 $ 123,500 $ 751,072
Recommendations
Staff recommends that the City Council approve a resolution (Attachment 1) to accept Smelly Mel’s Plumbing as the lowest responsible and responsive bidder for the 2023 Sanitary Sewer Repair and Replacement Project and authorize the City Manager to execute a construction agreement not to exceed $520,630 (Attachment 4); and approve project contingency funds of $80,000 for the Public Works Director to approve potential change orders within the said fund.

Staff is planning to inspect and manage the construction of this project in-house. The breakdown of construction project costs is as follows:

Staff Report to City Council Page 3
2023 Sewer Repair and Replacement Contract Award
October 19, 2023
Construction Contract $ 520,630.00
Project Contingency $ 80,000.00
Total Estimated Construction Cost $ 600,630.00
Project Schedule
The following is the tentative schedule for this project. An actual schedule will be developed and confirmed with the contractor based on completion of the required contract documents, approval of pre-submittals, and their availability.

Award Construction Contract October 19, 2023
Begin Construction December 2023
Complete Construction February 2024

ENVIRONMENTAL REVIEW
Repair and maintenance of publicly owned utilities used to provide sewerage is defined under California Environmental Quality Act (CEQA) Section 15301(b) as Categorically Exempt. 2023 CITY COUNCIL WORK PLAN:

This action was not identified on the 2023 City Council Work Plan, but it supports the council priority to Maintain Quality of Life and protect and maintain infrastructure.

FISCAL IMPACT:

There is no fiscal impact associated with the recommendation. As part of the FY2023-24 Capital Improvement Program budget, a total of $1,050,000 was allocated to the Annual Sanitary Sewer Replacement and Rehabilitation Project. No additional appropriation is needed for this project.

ATTACHMENTS

1. Resolution

2. List of Project Segments

3. Detailed Bid Summary

4. Construction Agreement – Smelly Mel’s Plumbing, Inc.