Los Gatos City Council
February 20, 2024

IMPORTANT NOTICE
This is a hybrid meeting and will be held in-person at the Town Council Chambers at 110 E. Main Street and virtually through Zoom Webinar (log-in information provided below). Members of the public may provide public comments for agenda items in-person or virtually through the Zoom Webinar by following the instructions listed below. The live stream of the meeting may be viewed on television and/or online at www.LosGatosCA.gov/TownYouTube.

HOW TO PARTICIPATE
To provide oral comments in real-time during the meeting:

Zoom Webinar (Online): Join from a PC, Mac, iPad, iPhone or Android device. Please click this URL to join: https://losgatosca-gov.zoom.us/j/87343508612?pwd=g6cSuz5IUXwtcYdTqBNHvV4H39pfg.nzFsRpaTVSmnTXIV Passcode: 099349 You can also type in 873 4350 8612 in the “Join a Meeting” page on the Zoom website at https://zoom.us/join and use passcode 099349.

When the Mayor announces the item for which you wish to speak, click the “raise hand” feature in Zoom. If you are participating by phone on the Zoom app, press *9 on your telephone keypad to raise your hand.

Telephone: Please dial (877) 336 1839 for US Toll-free or (636) 651-0008 for US Toll. (Conference code: 1052180)
If you are participating by calling in, press #2 on your telephone keypad to raise your hand.

In-Person: Please complete a “speaker’s card” located on the back of the chamber benches and return it to the Town Clerk before the meeting or when the Mayor announces the item for which you wish to speak.

NOTES: (1) Comments will be limited to three (3) minutes or less at the Mayor’s discretion. (2) If you are unable to participate in real-time, you may email to [email protected] the subject line “Public Comment Item #__ ” (insert the item number relevant to your comment). All comments received will become part of the record.
(3) Deadlines to submit written comments are as follows:
11:00 a.m. the Thursday before the Council meeting for inclusion in the agenda packet. 11:00 a.m. the Monday before the Council meeting for inclusion in an addendum. 11:00 a.m. on the day of the Council meeting for inclusion in a desk item. (4) Persons wishing to make an audio/visual presentation must submit the presentation electronically to [email protected] no later than 3:00 p.m. on the day of the Council meeting.

TOWN OF LOS GATOS

COUNCIL MEETING AGENDA
FEBRUARY 20, 2024
110 EAST MAIN STREET AND TELECONFERENCE

TOWN COUNCIL CHAMBERS
7:00 PM
Mary Badame, Mayor
Matthew Hudes, Vice Mayor
Rob Moore, Council Member
Rob Rennie, Council Member
Maria Ristow, Council Member

CALL MEETING TO ORDER

ROLL CALL
APPROVE REMOTE PARTICIPATION (This item is listed on the agenda in the event there is an emergency circumstance requiring a Council Member to participate remotely under AB 2449 (Government Code 54953)).

PLEDGE OF ALLEGIANCE

CLOSED SESSION REPORT

COUNCIL / MANAGER MATTERS
CONSENT ITEMS (Items appearing on the Consent Items are considered routine Town business and may be approved by one motion. Any member of the Council may request to have an item removed from the Consent Items for comment and action. Members of the public may provide input on any or multiple Consent Item(s) when the Mayor asks for public comments on the Consent Items. If you wish to comment, please follow the Participation Instructions contained on Page 2 of this agenda.

If an item is removed, the Mayor has the sole discretion to determine when the item will be heard.)

1. Approve Minutes of the February 6, 2024 Closed Session Town Council Meeting.

2. Approve Minutes of the February 6, 2024 Town Council Meeting.

3. Approve Minutes of the February 13, 2024 Closed Session Town Council Meeting.

4. Approve Minutes of the February 13, 2024 Special Town Council Meeting.

5. Receive the Monthly Financial and Investment Report for December 2023.

6. Approve the Report Entitled “Vegetation Management Plan for the Town of Los Gatos, Santa Clara County, California” Dated June 2021.

7. Parking Program Implementation-Wayfinding and Signage (CIP No. 813-0242):
a. Reject All Bids Opened on January 19, 2024, and
b. Authorize Town Manager to Re-bid the Project.

8. Consider Approval of On-Call Consultants List for Engineering and Design Support Services.

9. Approve the Following Action for the Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803):
a. Authorize the Town Manager to Execute a First Amendment to the Agreement for Consultant Services with BKF Engineers Inc. for Construction Phase Grant Writing Services, increasing the amount by $48,735 for a Total Agreement Not to Exceed $3,048,735.

10. Adopt a Resolution to Designate the Town’s Agents By Title to Obtain Federal and/or State Financial Assistance Through the California Governor’s Office of Emergency Services (Cal OES).

VERBAL COMMUNICATIONS (Members of the public are welcome to address the Town Council on any matter that is not listed on the agenda and is within the subject matter jurisdiction of the Town Council. The law generally prohibits the Town Council from discussing or taking action on such items. However, the Council may instruct staff accordingly. To ensure all agenda items are heard, this portion of the agenda is limited to 30 minutes. In the event additional speakers were not able to be heard during the initial Verbal Communications portion of the agenda, an additional Verbal

Communications will be opened prior to adjournment. Each speaker is limited to no more than three (3) minutes or such time as authorized by the Mayor.)
OTHER BUSINESS (Up to three minutes may be allotted to each speaker on any of the following items.)

11. Discuss and Provide Direction on the Proposed Revisions to the Draft Revised 2023-2031 Housing Element and Next Steps. Location: Town-Wide. General Plan Amendment Application GP-22-003.

PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes maximum for opening statements. Members of the public may be allotted up to three minutes to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of three minutes maximum for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.)

12. Approve a Recommendation of the Planning Commission to Introduce an Ordinance Titled “An Ordinance of the Town Council of the Town of Los Gatos Amending Chapter 29, ‘Zoning Regulations,’ of the Town Code to Define ‘By Right Approvals’ and Amend the Housing Element Overlay Zone (HEOZ), Division 5 of Article VIII, ‘Overlay Zones and Historic Preservation,’” to Clarify Regulations Applicable to “By Right” and “Non By Right” Residential Development in the Housing Element Overlay Zone. An Environmental Impact Report (EIR) was Prepared and Certified for the 2040 General Plan Update on June 30, 2022.

No further Environmental Analysis is Required. Zoning Code Amendment Application Z-24- 001. APPLICANT: Town of Los Gatos. PROJECT PLANNERS: Jocelyn Shoopman and Erin Walters.

OTHER BUSINESS

13. Mid-Year Budget Report - July 1 - December 31, 2023:
a. Receive the FY 2023/24 Mid-Year Budget Report; and
b. Authorize Budget Adjustments as Recommended in the Mid-Year Budget Report.

14. Review the Five-Year Forecast (Fiscal Year 2024/25 -FY 2028/29) and the Finance Commission Recommendations, Determine Key Assumptions for the Five- Year Forecast, and Provide Direction for the Preparation of the FY 2024/25 Operating Budget.

15. Provide Direction on Any Ballot Measures to Consider for Polling.

PUBLIC HEARINGS

16. Hear Protests and Adopt a Resolution Making Determinations and Approving the Reorganization of an Uninhabited Area Designated as Blackberry Hill Road No. 06, Approximately 2.1 Acres on Property Pre-Zoned HR-2½. APN 532-25-011. Annexation Application AN23-001. Project Location: 15405 Blackberry Hill Road. Property Owner/Applicant: Maurice Brewster.

17. Adopt Resolution Repealing the Building Board of Appeals (BBA) Enabling Resolutions and Introduce “An Ordinance of the Town Council of the Town of Los Gatos Designating the Town Council to Hear Appeals from Decisions of the Building Official.” ADJOURNMENT (Council policy is to adjourn no later than midnight unless a majority of Council votes for an extension of time.)

ADA NOTICE In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Clerk’s Office at (408) 354- 6834. Notification at least two (2) business days prior to the meeting date will enable the Town to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR §35.102-35.104]

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 02/20/2024
ITEM NO: 1
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, February 6, 2024
The Town Council of the Town of Los Gatos conducted a Special Meeting in-person and utilizing teleconferencing means on Tuesday, February 6, 2024, at 5:00 p.m. to hold a Closed Session to discuss labor negotiations, anticipated litigation, and real property negotiations.

MEETING CALLED TO ORDER AT 5:00 P.M.

ROLL CALL

Present: Mayor Mary Badame, Vice Mayor Matthew Hudes, Council Member Rob Moore, Council Member Rob Rennie, and Council Member Maria Ristow.

Absent: None

VERBAL COMMUNICATIONS (ONLY ON ITEMS ON THE AGENDA)
None.

THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEM:

1. CONFERENCE WITH LABOR NEGOTIATORS (Government Code §54957.6) To meet with Town Negotiators listed below in closed session pursuant to Government Code §54957.6 regarding negotiations with the Employee Organizations listed below:

Town Negotiators: Lisa Charbonneau, Liebert Cassidy Whitmore Katy Nomura, Assistant Town Manager
Employee Organizations:

American Federation of State, County and Municipal Employees (AFSCME) Town Employees Association (TEA)
Police Officers’ Association (POA)

2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) a. Property: 4 Tait Avenue
Negotiating Parties: Town of Los Gatos and Imwalle and Associates Negotiator: Laurel Prevetti, Town Manager and Donald Imwalle To Be Negotiated: Terms of purchase, sale, exchange or lease b. Property: 75 Church Street
Negotiating Parties: Town of Los Gatos and Imwalle and Associates Negotiator: Laurel Prevetti, Town Manager and Donald Imwalle Negotiations: Terms of purchase, sale, exchange or lease

3. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION – Significant exposure to litigation pursuant to Government Code Section 54956.9(e)(1): 1 case.

PAGE 2 OF 2
SUBJECT: Draft Minutes of the Special Town Council Meeting of February 6, 2024 DATE: February 13, 2024
The Town Council reconvened in open session. The Town Attorney stated there was no reportable action.

ADJOURNMENT
The meeting adjourned at 6:48 p.m.

Attest: Submitted by:
___________________________ ___________________________ Jenna De Long, Deputy Town Clerk Laurel Prevetti, Town Manager

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 02/20/2024
ITEM NO: 2
DRAFT
Minutes of the Town Council Meeting
Tuesday, February 6, 2024
The Town Council of the Town of Los Gatos conducted a regular meeting in-person and utilizing teleconferencing means on Tuesday, February 6, 2024, at 7:00 p.m.

MEETING CALLED TO ORDER AT 7:00 P.M.

ROLL CALL

Present: Mayor Mary Badame, Vice Mayor Matthew Hudes, Council Member Rob Moore, Council Member Rob Rennie, Council Member Maria Ristow.

Absent: None

PLEDGE OF ALLEGIANCE
Mayor Badame led the Pledge of Allegiance. The audience was invited to participate.

CLOSED SESSION REPORT
Gabrielle Whelan, Town Attorney, stated the Town Council met in closed session to discuss labor negations pursuant to Government Code Section 54957.6 and anticipated litigation pursuant to Government Code Section 54956.9(e)(1), and there was no reportable action.

COUNCIL/TOWN MANAGER REPORTS
Council Matters
- Council Member Ristow stated she attended a Housing Element Advisory Board meeting; met with Girl Scout Troup 60879 to discuss leadership; attended a Council Policy Committee meeting, the League of California Cities New Mayor and Council Member Academy, and a Cal Cities Peninsula Division Legislative Address; volunteered at the Los Gatos-Almaden Pollinator Garden; attended a Midpeninsula Newt Project Bicyclist Stakeholder meeting; met with stakeholders on topics such as the Housing Element and the Rail to Trail pathway project; met with Jim Foley regarding the Chamber of Commerce priorities; and addressed severe weather concerns.
- Council Member Moore addressed severe weather concerns; acknowledged CERT Member Mark Wang for providing generators to residents during severe weather; attended an Interim Community Center community meeting and the Los Gatos History Club open house; met with Senator Josh Becker regarding affordable housing; attended a Cal Cities Peninsula Division Legislative Address; listened to Vice President Kamla Harris, Senators Alex Padilla and Laphonza Butler, and Secretary of Health and Human Services Xavier Becerra; held his first Council Member Happy Hour; attended a Democracy Tent meeting; concluded his time as Assistant Coach of the Leigh Wrestling Team; attended the Housing

PAGE 2 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024
Element Advisory Board meeting, and a Cities Association Legislative Action Committee meeting; and announced his Council Member Community Coffee on Friday. - Council Member Rennie stated he met with the Finance Commission Chair; attended a Silicon Valley Clean Energy Authority (SVCEA) Risk Oversight Committee meeting; met with Jim Foley to discuss the Post Office building and the Tait and Forbes Mill leases; met with neighbors near the proposed Lynn Avenue Path and Pinehurst Community Garden; and met with architect Jay Plett regarding Senate Bill (SB) 9. - Vice Mayor Hudes stated he attended the Cities Association Board of Directors meeting; met with the Finance Commission Chair; met with Chamber of Commerce Director; met with the Initiatives and Publicity Committee of the Older Adults Thrive Foundation; toured the Mountain View Senior Center; attended Older Adults Thrive Foundation meetings, the League of California Cities New Mayor and Council Members Academy; met with Community Health and Senior Services Commission Chair Eleanor Yick; met with the developers of the Los Gatos Meadows; and met with Jim Foley. - Vice Mayor Badame stated she toured the Mountain View Community Center; attended the League of California Cities New Mayors and Council Members Academy; met with Jim Foley of the Chamber of Commerce to discuss beach traffic; met with Nancy Rollett (Executive Director of Los Gatos-Saratoga Recreation) to discuss the Senior Services Program; met with the Executive Director of the West Valley Solid Waste Management Authority; attended a West Valley Clean Water Authority Board meeting, a West Valley Solid Waste Management Authority Board meeting, and attended the Rotary Club Crab Festival and auction at St. Luke’s Church.

Manager Matters
- Announced Board, Commission, and Committee applications are open, and applications are due by March 4. Opportunities include seats on the Planning Commission; Parks and Sustainability Commission; General Plan Committee; Personnel Board; and the Diversity, Equity, and Inclusion Commission seat for a Los Gatos business owner who is also a resident.

ANNOUNCEMENT OF FINANCE COMMISSION APPOINTMENTS
Vice Mayor Hudes announced Joe Rodgers as his appointment to the Finance Commission.

Council Member Moore announced Dr. Ashby Monk as his appointment to the Finance Commission.

CONSENT ITEMS (TO BE ACTED UPON BY A SINGLE MOTION)

1. Approve Closed Session Minutes of the January 16, 2024 Town Council Meeting.

2. Approve Minutes of the January 16, 2024 Town Council Meeting.

3. Authorize the Town Manager to Execute a Notice of Completion and Certificate of Acceptance for Specified Improvements Completed by SummerHill N40 LLC for the North 40 Phase 1 Development at Lark Avenue and Los Gatos Boulevard and Authorize the Town Clerk to Submit for Recordation.

PAGE 3 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024

4. Adopt a Resolution Remanding Decision to Deny a Fence Height Exception Request at 124 Garden Hill Drive for the Construction of a Six-Foot Tall Fence Located Within the Required Front Yard Setback, Street Side Yard Setback, and Corner Sight Triangle on Property Zoned R-1:8 to the Planning Commission for Further Consideration. APN 424-23-084. Fence Height Exception Application FHE-23-005. Categorically Exempt Pursuant to CEQA Guidelines Section 15303: New Construction or Conversion of Small Structures and Section 15301: Existing Facilities. Property Owner: Rushikesh Kulkarni. Applicant/Appellant: Martin Lettunich. Project Planner: Ryan Safty. RESOLUTION 2024-006

5. Authorize $10,000 from the County of Santa Clara County Grant for Unhoused Los Gatos Residents to Be Used for the Hotel Program.

Mayor Badame opened public comment.

No one spoke.

Mayor Badame closed public comment.

MOTION: Motion by Council Member Ristow to approve consent items 1-5. Seconded by Council Member Moore.

VOTE: Motion passed unanimously.

VERBAL COMMUNICATIONS
Lynley
- Commented in opposition of Diversity, Equity, and Inclusion efforts.

OTHER BUSINESS

6. Review and Discuss the Proposed Revisions to the Draft Revised 2023-2031 Housing Element. Location: Town-Wide. General Plan Amendment Application GP-22-003.

Jocelyn Shoopman, Associate Planner, presented the staff report.

Mayor Badame opened public comment.

No one spoke.

Mayor Badame closed public comment.

Council discussed the item.

MOTION: Motion by Council Member Rennie to leave the language as proposed and not change “a variety of neighborhoods” to “Town-wide.” Seconded by Council Member Ristow.

PAGE 4 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024
Council discussed the motion.

Council Member Rennie withdrew the motion.

MOTION: Motion by Vice Mayor Hudes to bundle the steps to increase housing mobility similar to Los Altos in the Town’s Housing Element, modify Program J language from “in all neighborhoods” to “in a variety of neighborhoods,” and replace the language in the current draft [of the Housing Element] in the paragraph that starts with “Zoning for small muti-unit housing” with language similar to Los Altos, which is “Rezoning - modify zoning to allow residential or increased residential intensity and/or density of residential throughout Los Gatos. This includes zoning amendments already completed along higher intensity corridors with access to transit and other opportunities (North 40, Los Gatos Boulevard, Highway 9, and Winchester Boulevard) and for sites within lower-density neighborhoods herein, Oka Lane, Lark Avenue, Union Avenue, Downtown Area). See Program AZ which has been implemented.

Recess 8:20 p.m.

Reconvene 8:28 p.m.

After the recess, the Vice Mayor’s written motion was distributed to each Council Member and projected in the Chambers for the public to see.

MOTION: Written motion submitted by Vice Mayor Hudes: Programs J and AY Rezoning - Modify zoning to allow residential or increased residential intensity and/or density in a variety of neighborhoods. This includes zoning amendments already completed along higher intensity corridors with access to transit and other opportunities (North 40, Los Gatos Boulevard, Highway 9, and Winchester Boulevard) and for sites within lower-density neighborhoods (Oka Lane, Lark Avenue Area, Union Avenue, Downtown Area). See Program AZ which has been implemented. Seconded by Mayor Badame.

VOTE: Motion failed 2-2-1. Council Members Ristow and Council Member Moore voted no. Council Member Rennie abstained.

After further discussion Vice Mayor Hudes made a request to submit a written motion.

Recess 8:48 p.m.

Reconvene 8:58 p.m.

After the recess, the Vice Mayor’s written motion was distributed to each Council Member and projected in the Chambers for the public to see.

PAGE 5 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024
MOTION: Written to replace the language in the paragraph starting with “Zoning – for multiunit housing” (which was provided by the HEAB) and replace it with the following language: “Zoning – Modify the Zoning Code to facilitate small multi-unit housing in certain low and medium density designations. This includes creating mixed residential neighborhoods through new and innovative housing types that meet the changing needs of Los Gatos households and expand housing choices in a variety of neighborhoods. Housing types include but are not limited to single dwelling units, multi-family dwelling units, accessory dwelling units, small and micro units, use of prefabricated homes, and cluster/cottage housing. This zoning will occur in a variety of areas throughout town but not in areas that are very high fire hazard severity zone, adjacent to homes in our historic inventory (currently pre-1941) home, in hillside residential zones, within 500 feet of an evacuation route and are more than 1/2 mile of a currently established public transit stop.

Town Attorney Whelan clarified her understanding of the intent of the motion is that all of the places listed be excluded from areas that would be rezoned and if that were the case, the language would state within 500 feet of an evacuation route or more than a half mile from a currently established public transit stop.

Vice Mayor Hudes confirmed that was his intention and accepted the clarification of his motion.

Seconded by Mayor Badame.

AMENDMENT: Amendment by Vice Mayor Hudes to modify his motion to say, “within half mile of a transit stop.” Seconder Mayor Badame accepted the amendment.

VOTE: Motion passed 3-2. Council Member Ristow and Council Member Moore voted no.

MOTION: Motion by Vice Mayor Hudes to direct staff to apply this language in a consistent way throughout the document including program J and program AY. Seconded by Mayor Badame.

VOTE: Motion passed 3-2. Council Member Ristow and Council Member Moore voted no.

MOTION: Motion by Vice Mayor Hudes to move the objective from 50 to 150 [units] for the combined actions of California Department of Housing and Community Development (HCD) suggested in their letter. Seconded by Council Member Ristow.

VOTE: Motion passed unanimously.

PAGE 6 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024
MOTION: Motion by Council Member Ristow to direct staff and the consultant to work through the language, get feedback from legal counsel and the Housing consultant, do their best to get feedback from HCD on latest changes, and report back to the Council at the next meeting. Seconded by Council Member Moore.

Council Member Ristow clarified the intent of the motion is that the work would be reviewed by Council and there would not be another review by the Housing Element Advisory Board (HEAB).

VOTE: Motion passed unanimously.

7. Adopt a Resolution to Set a Date for Consideration of the Reorganization of an Uninhabited Area Designated as Blackberry Hill Road No. 06, Approximately 2.1 Acres on Property PreZoned HR-2½. APN 532-25-011. Annexation Application AN23-001. Project Location: 15405 Blackberry Hill Road. Property Owner/Applicant: Maurice Brewster. RESOLUTION 2024-007 Jennifer Armer, Planning Manager, presented the staff report.

Mayor Badame opened public comment.

No one spoke.

Mayor Badame closed public comment.

Council discussed the item.

MOTION: Motion by Council Member Rennie to adopt a resolution to set a date for consideration of the reorganization of an uninhabited area designated as Blackberry Hill Road No. 06, approximately 2.1 acres on located at 1545 Blackberry Hill Road APN 532-25-011. Seconded by Vice Mayor Hudes.

VOTE: Motion passed unanimously.

8. Receive Report and Provide Input on Town of Los Gatos Street Tree Program.

Jim Harbin, Parks Superintendent, presented the staff report.

Mayor Badame opened public comment.

No one spoke.

Mayor Badame closed public comment.

PAGE 7 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024
Council discussed the item and provided direction regarding prioritizing native and drought tolerant trees.

9. Receive a Status Report on Capital Improvement Projects and Provide Direction for the Fiscal Year 2024/25 – 2028/29 Priorities.

Nicolle Burnham, Parks and Public Works Director, presented the staff report.

Mayor Badame opened public comment.

Bill
- Commented on increasing capacity and accessibility for pickleball, stated concerns with the court upkeep, and sound mitigation.

Liz
- Commented on the need for additional pickleball courts and stated concerns with the upkeep of the courts.

Leeann
- Commented on Creekside Park project and stated concern with using artificial turf.

Cynthia
- Commented on Creekside Park turf replacement project and stated concerns with using artificial turf.

Nicole
- Commented on concerns with the use of artificial turf.

Pamela
- Commented on the Creekside Sports Park, requested the Town consider replacing turf with natural drought tolerant grass, and stated concerns with artificial turf.

Aiden
- Commented on reducing light pollution and concerns with artificial turf.

Mayor Badame closed public comment.

Council discussed the item and provided preliminary direction on CIP priorities.

MOTION: Motion by Council Member Moore to extend the meeting to 12:15 a.m. Seconded by Mayor Badame.

VOTE: Motion passed unanimously.

PAGE 8 OF 8
SUBJECT: Draft Minutes of the Town Council Meeting of February 6, 2024 DATE: February 6, 2024
Council discussed the item and provided preliminary direction on Capital Improvement Projects priorities.

ADJOURNMENT
The meeting adjourned at 12:06 a.m.

Respectfully Submitted:
_____________________________________
Jenna De Long, Deputy Town Clerk

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 02/20/2024
ITEM NO: 3
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, February 13, 2024
The Town Council of the Town of Los Gatos conducted a Special Meeting in-person and utilizing teleconferencing means on Tuesday, February 13, 2024, at 5:45 p.m. to hold a Closed Session to discuss real property negotiations.

MEETING CALLED TO ORDER AT 5:45 P.M.

ROLL CALL

Present: Mayor Mary Badame, Vice Mayor Matthew Hudes, Council Member Rob Moore, Council Member Rob Rennie, and Council Member Maria Ristow.

Absent: None

VERBAL COMMUNICATIONS (ONLY ON ITEMS ON THE AGENDA)
None.

THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEM:

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) a. Property: 4 Tait Avenue
Negotiating Parties: Town of Los Gatos and Imwalle and Associates Negotiator: Laurel Prevetti, Town Manager and Donald Imwalle To Be Negotiated: Terms of purchase, sale, exchange or lease b. Property: 75 Church Street
Negotiating Parties: Town of Los Gatos and Imwalle and Associates Negotiator: Laurel Prevetti, Town Manager and Donald Imwalle Negotiations: Terms of purchase, sale, exchange or lease The Town Council reconvened in open session. The Town Attorney stated the Town Council voted to direct staff to terminate the master lease for the Tait Avenue property and to extend the lease for the Church Street property by six months.

ADJOURNMENT
The meeting adjourned at 6:39 p.m.

Attest: Submitted by:
___________________________ ___________________________ Jenna De Long, Deputy Town Clerk Laurel Prevetti, Town Manager

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 02/20/2024
ITEM NO: 4
DRAFT
Minutes of the Town Council Special Meeting
Tuesday, February 13, 2024
The Town Council of the Town of Los Gatos conducted a special meeting in-person and utilizing teleconferencing means on Tuesday, February 13, 2024, at 7:00 p.m. to determine 2024-2026 Strategic Priorities.

MEETING CALLED TO ORDER AT 7:00 P.M.

ROLL CALL

Present: Mayor Mary Badame, Vice Mayor Matthew Hudes, Council Member Rob Moore, Council Member Rob Rennie, Council Member Maria Ristow.

Absent: None

VERBAL COMMUNICATIONS (ITEMS ONLY ON THE AGENDA)
Jay Plett
- Commented on the Senate Bill 9 (SB9) stepback rule for massing and requested Council consider a modification to the SB9 ordinance.

Patrick
- Commented on Senate Bill 9 (SB9) and requested a Council consider a modification to the SB9 ordinance to change the stepback requirements.

Joseph Enz
- Commented on the Los Gatos Creek, homeless resources, and police services.

Nicole Lee
- Commented on concerns with artificial turf and requested Council reconsider its use at the sports field.

Neha Tadikamalla
- Commented on concerns with artificial turf and requested the Council consider prioritizing the use of real grass over the use of artificial turf.

Pamela Bond
- Commented on concerns with artificial turf and requested Council consider banning the use of artificial turf.

OTHER BUSINESS

PAGE 2 OF 3
SUBJECT: Draft Minutes of the Town Council Special Meeting of February 13, 2024 DATE: February 13, 2024

1. Affirm and/or Refine Existing Strategic Priorities and Determine the Priorities for New Ordinances.

Laurel Prevetti, Town Manager, introduced Dr. Shawn Spano, Consultant, and presented the staff report.

Dr. Shawn Spano invited the Council discuss accomplishments from 2023.

Recess 7:27 p.m.

Reconvene 7:31 p.m.

Council discussed accomplishments of the 2023 calendar year.

Gabrielle Whelan, Town Attorney, reviewed the ordinances adopted in 2023 and staff recommendation of ordinance priorities.

MOTION: Motion by Council Member Rennie to prioritize the ordinances in the following order:

1. SB9

2. Street Vendor/Peddler

3. Sign Ordinance

4. Organic Waste

5. Wireless Facilities

6. Water Efficient Landscaping.

Seconded by Council Member Moore.

VOTE: Motion passed unanimously.

Council discussed refining the strategic priorities.

MOTION: Motion by Mayor Badame to add the itemized Core Goals as was done in 2020-2022 Strategic Priorities underneath the heading. Seconded by Council Member Ristow.

VOTE: Motion passed unanimously.

MOTION: Motion by Vice Mayor Hudes to advance and activate ad hoc wildfire action items.

Seconded by Council Member Ristow.

VOTE: Motion passed unanimously.

PAGE 3 OF 3
SUBJECT: Draft Minutes of the Town Council Special Meeting of February 13, 2024 DATE: February 13, 2024
MOTION: Motion by Mayor Badame to approve the Traffic and Transportation priorities per Attachment 4 (Draft Strategic Priorities). Seconded by Council Member Ristow.

VOTE: Motion passed unanimously.

MOTION: Motion by Mayor Badame to approve the Prudent Financial Management Strategic Priorities with the removal of Explore New Revenue Opportunities and Cure Forecasted Structural Deficit. AMENDMENT: Add a fifth high level bullet point called “Council Scorecard”. Seconded by Council Member Rennie.

VOTE: Motion passed 3-2. Council Member Moore and Council Member Ristow voted no.

MOTION: Motion by Mayor Badame to approve the five bullet points under Quality of Life under Community Vitality (Draft Strategic Priorities)). Seconded by Council Member Ristow.

VOTE: Motion passed unanimously.

MOTION: Motion by Council Member Ristow to keep Economic Vitality as written in the draft Strategic Priorities. Seconded by Vice Mayor Hudes.

VOTE: Motion passed 4-1. Council Member Rennie voted no.

MOTION: Motion by Mayor Badame to adopt the Land Use Planning per the Attachment 4 (Draft Strategic Priorities) with the two additions discussed, which were: implement policies that support a land use mix and density that reflect the values of the community and working on objective standards. Seconded by Vice Mayor Hudes.

VOTE: Motion passed 3-2. Council Member Ristow, Council Member Moore voted no.

ADJOURNMENT
The meeting adjourned at 9:33 p.m.

Respectfully Submitted:
_____________________________________
Jenna De Long, Deputy Town Clerk

PREPARED BY: Eric Lemon
Finance and Accounting Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 02/20/2024
ITEM NO: 5
DATE: February 13, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Receive the Monthly Financial and Investment Report for December 2023 RECOMMENDATION:

Receive the Monthly Financial and Investment Report for December 2023.

BACKGROUND:

California Government Code Section 41004 requires that the Town Treasurer submit to the Town Clerk and the legislative body a written report and accounting of all receipts, disbursements, and fund balances. The Finance Director assumes the Town Treasurer role.

Attachment 1 contains the December 2023 Monthly Financial and Investment Report which fulfills this requirement. The December 2023 Monthly Financial and Investment Report was received by Finance Commission on February 12, 2024.

DISCUSSION:

The December 2023 Monthly Financial and Investment Report includes a Fund Balance Schedule, representing estimated funding available for all funds at the end of the respective month. The fund balances were estimated at a point in time and will be finalized at the final close of the fiscal year.

Please note that the amount in the Fund Schedule differs from the Portfolio Allocation and Treasurer’s Cash Fund Balances Summary schedule because assets and liabilities are components of the fund balance.

PAGE 2 OF 3
SUBJECT: Monthly Financial and Investment Report for December 2023 DATE: February 13, 2024
DISCUSSION (continued):

As illustrated in the summary below, Total Cash is adjusted by the addition of Total Assets less the amount of Total Liabilities to arrive at the Ending Fund Balance – which represents the actual amount of funds available.

As of December 31, 2023, the Town’s financial position (Assets $81.34M, Liabilities $26.21M, and Fund Equity $55.13M) remains strong and there are no issues meeting financial obligations in the near future.

As of December 31, 2023, the Town’s weighted portfolio yield for investments under management was 4.23% which was 30 basis points above the Local Agency Investment Fund (LAIF) yield of 3.93% for the same reporting period. Currently, the LAIF portfolio’s weighted average maturity (WAM) is 230 days versus the Town’s longer WAM of 587 days. The longer maturity (WAM) for Town assets under management reflects the Town’s strategy to take advantage of higher yields associated with longer maturities balanced with shorter term yields available on investments held with the State’s LAIF. The Town’s weighted average rate of return on investments under management of 4.23% at the close of December was 3 basis points higher when compared to the prior month’s return of 4.20% reported as of November 30, 2023.

Since December 2022, LAIF yields had climbed from 217 basis points (2.17%) to 393 basis points (3.93%) through the end of December 2023.

Staff, in coordination with the Town’s investment advisor, primarily replaced maturing investments with long term maturities in the three-to-five-year maturity range. These investments capture current yields that exceed the rates expected to be earned in the LAIF pool during that same time period. The State LAIF pool typically lags the market when current market yields are either increasing or decreasing.

On March 22, 2023, the Federal Reserve voted to approve a ¼ percentage basis point increase from 4.75% to 5.00%. This action was followed with additional hikes in May 2023 from 5.00% to 5.25% and July from 5.25 % to 5.5 %. Through these actions over time, the Federal Open Market Committee’s (FOMC) goal is to bring year to year inflation to its targeted level of 2%.

PAGE 3 OF 3
SUBJECT: Monthly Financial and Investment Report for December 2023 DATE: February 13, 2024
DISCUSSION (continued):

The labor market showed signs of loosening. The ratio of job openings to unemployed people fell to 1.4, the lowest figure since 2021. Nonfarm payrolls rose by 199,000 in November. Wage growth was 4.0% year-on-year, unchanged from the prior month and the lowest since June 2021. The unemployment rate unexpectedly rose to 3.7% from 3.9% despite a decline in the labor force participation rate from 62.7% to 62.8%.

The Town's investments are in compliance with the Town's Investment Policy dated February 21, 2023, and also in compliance with the requirements of Section 53600 at seq. of the California State Code. Based on the information available, the Town has sufficient funds to meet the cash demands for the next six months.

CONCLUSION:

Receive Monthly Financial and Investment Report for December 2023.

Attachment:

1. Financial and Investment Report (December 2023)

Weighted Average YTM Portfolio Yield on Investments
under Management 4.23%
Weighted Average Maturity (days) 587
This Month Last Month One year ago
Portfolio Allocation & Treasurer's Cash Balances $67,640,642 $65,687,227 $64,463,675 Cert. of Participation 2002 Lease Payment Fund
Managed Investments $49,413,850
Local Agency Investment Fund $11,278,106
Reconciled Demand Deposit Balances $6,948,686
Portfolio Allocation & Treasurer's Cash Balances $67,640,642 Benchmarks/ References:

Town's Average Yield 4.23% 4.20% 2.28%
LAIF Yield for month 3.93% 3.84% 2.17%
3 mo. Treasury 5.36% 5.40% 4.41%
6 mo. Treasury 5.27% 5.41% 4.77%
2 yr. Treasury 4.25% 4.68% 4.43%
5 yr. Treasury (most recent) 3.85% 4.27% 4.01%
10 Yr. Treasury 3.88% 4.33% 3.88%
Town of Los Gatos
Summary Investment Information
December 31, 2023
0 - 1 year
47% 1 - 2 years
18%
2 - 3 years
11%
3 - 5 years
24%
Portfolio Maturity Profile
Compliance: The Town's investments are in compliance with the Town's investment policy dated February 21, 2023 and also in compliance with the requirements of Section 53600 at seq. of the California State Code. Based on the information available, the Town has sufficient funds to meet the cash demands for the next six months.
1 ATTACHMENT 1 Page 22
Month YTD
Cash & Investment Balances - Beginning of Month/Period $ 65,687,226.84 $ 78,384,947.79 Receipts 6,428,326.09 32,548,230.69
Disbursements (4,474,910.73) (43,292,536.28)
Cash & InvestmCash & Investment Balances - End of Month/Period $67,640,642.20 $67,640,642.20 Portfolio Allocation Amount % of Portfolio
Max. % or $ Allowed
per State Law or Policy
BNY MM $31,730.60 0.05% 20% of Town Portfolio
US Treasury Notes $18,590,323.24 30.63% No Max. on US Treasuries Government Agency Debenture Notes $16,786,911.90 27.66% No Max. on Non-Mortgage Backed Corporate Medium Term Bonds $14,004,884.01 23.08% 30% of Town Portfolio Local Agency Investment Fund $11,278,106.16 18.58% $75 M per State Law Subtotal - InSubtotal - Investments 60,691,955.91 100.00% Reconciled DeReconciled Demand Deposit Balances 6,948,686.29 Total Portfolio Total Portfolio Allocation & Treasurer's Cash Balances $67,640,642.20

0.0401

0.0388
Town of Los Gatos
Portfolio Allocation & Treasurer's Cash Balances
December 31, 2023
BNY MM

0.05%
US Treasury Notes

30.63%
Government Agency Debenture
Notes

27.66%
Corporate Medium Term Bonds

23.1%
Local Agency Investment Fund

18.6%
Portfolio Investment Allocation
$64.5 M $67.6 M
$0.0 M
$10.0 M
$20.0 M
$30.0 M
$40.0 M
$50.0 M
$60.0 M
$70.0 M
$80.0 M
$90.0 M
Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Treasurer's Fund Balances
2

December 2023 December 2023 December 2023
Beginning Deposits Interest/ Ending
Balance Realized Gain/Adj. Earnings Withdrawals Balance Non-Treasury Funds:

Cert. of Participation 2002 Series A Reserve Fund $ 709,697.86 $ 2,824.02 $ 712,521.88 Note 1 Cert. Of Participation 2010 Ser A Lease Pymt Fund 790.69 3.35 794.04 Note 1 Cert. of Participation 2002 Lease Payment Fund 436.84 1.80 438.64 Note 1 Cert. of Participation 2010 Series Reserve Fund 1,347,394.36 5,833.96 1,353,228.32 Note 2 Total Restricted Funds: $ 2,058,319.75 $ - $ 8,663.13 $ - $ 2,066,982.88 CEPPT IRS Section 115 Trust 1,400,131.72 62,445.68 $ 1,462,577.40 Note 3 Grand Total COP's and CEPPT Trust $ 3,458,451.47 $ - $ 71,108.81 $ - $ 3,529,560.28 These accounts are not part of the Treasurer's fund balances reported elsewhere in this report, as they are for separate and distinct entities.

Note 1: The three original funds for the Certificates of Participation 2002 Series A consist of construction funds which will be expended over the next few years, reserve funds which will guarantee the payment of lease payments, and a third fund for the disbursement of lease payments and initial delivery costs.

Note 2: The 2010 COP Funds are all for the Library construction, reserves to guarantee lease payments, and a lease payment fund for the life of the COP issue. The COI fund was closed in September 2010.

Note 3: The CEPPT Section IRS Section 115 Trust was established as an irrevocable trust dedicated to accumulate resources to fund the Town's unfunded liabilities related to pension and other post employment benefits.

Town of Los Gatos
Non-Treasury Restricted Fund Balances
December 31, 2023
3

July 2023 $ 133,845.42
August 2023 129,679.93
September 2023 158,361.71
October 2023 151,048.03
November 2023 154,152.18
December 2023 166,600.98
January 2024 -
February 2024 -
March 2024 -
April 2024 -
May 2024 -
June 2024 -
$ 893,688.25
Interest by Month
Town of Los Gatos
Statement of Interest Earned
December 31, 2023
4

Orginal Issue Market Value Maturity Yield to Interest Interest Interest Days Deposit Par Original (Discount) Market Above (Under) Purchased Date or Maturity Received Earned Earned to Institution CUSIP # Security Coupon Date Value Cost Premium Value Cost Interest Call Date or Call to Date Prior Yrs. Current FY Maturity FFCB 3133EKMX1 Gov. Agency Debenture 2.23% 8/2/2019 1,000,000.00 1,014,400.00 14,400.00 995,380.00 (19,020.00) 2/23/2024 1.90% $ 96,075.83 $ 74,902.07 $ 9,651.25 54 FFCB 3133EMBE1 Gov. Agency Debenture 0.30% 10/8/2020 1,600,000.00 1,598,000.00 (2,000.00) 1,579,888.00 (18,112.00) 3/28/2024 0.34% $ 14,253.34 $ 14,655.57 $ 2,710.18 88 Apple 037833DB3 Corporate Bond 2.90% 12/20/2022 1,300,000.00 1,228,591.00 (71,409.00) 1,245,816.00 17,225.00 6/21/2027 4.19% $ 27,437.22 $ 28,170.97 $ 26,997.18 1268 Home Depot 437076BM3 Corporate Bond 3.00% 8/4/2022 1,000,000.00 991,960.00 (8,040.00) 969,360.00 (22,600.00) 1/1/2026 3.04% $ 34,750.00 $ 29,252.66 $ 16,310.57 732 US Treasury 912828ZW3 US Treasury Note 0.25% 8/9/2022 350,000.00 322,096.88 (27,903.12) 328,783.00 6,686.12 6/30/2025 3.16% $ 1,217.39 $ 9,366.72 $ 5,303.00 547 IBM 459200JY8 Corporate Bond 3.00% 3/25/2021 1,000,000.00 1,071,040.00 71,040.00 990,960.00 (80,080.00) 5/15/2024 0.71% $ 79,166.67 $ 16,751.96 $ 3,727.16 136 FFCB 3133EN5V8 Gov. Agency Debenture 4.13% 1/17/2023 236,000.00 239,174.20 3,174.20 236,417.72 (2,756.48) 1/11/2027 3.76% $ 4,705.25 $ 4,016.30 $ 4,506.10 1107 US Treasury 91282CBT7 US Treasury Note 0.75% 9/30/2022 800,000.00 712,565.18 (87,434.82) 742,472.00 29,906.82 3/31/2026 4.14% $ 6,000.00 $ 23,165.06 $ 15,613.08 821 FFCB 3133ENP95 Gov. Agency Debenture 4.25% 9/30/2022 900,000.00 900,939.60 939.60 897,606.00 (3,333.60) 9/30/2025 4.14% $ 38,250.00 $ 28,374.86 $ 19,124.45 639 American Honda 02665WCZ2 Corporate Bond 2.40% 11/27/2019 1,000,000.00 1,012,410.01 12,410.01 985,210.00 (27,200.01) 6/27/2024 2.12% $ 96,733.34 $ 76,483.79 $ 10,734.57 179 JP Morgan Chase 46625HRS1 Corporate Bond 3.20% 9/23/2022 500,000.00 474,660.00 (25,340.00) 482,635.00 7,975.00 3/15/2026 4.70% $ 19,644.44 $ 17,865.15 $ 11,739.95 805 Honeywell Int'l. 438516BW5 Corporate Bond 2.30% 11/20/2019 1,000,000.00 1,014,660.00 14,660.00 982,140.00 (32,520.00) 7/15/2024 1.64% $ 85,483.33 $ 71,679.55 $ 10,006.86 197 Caterpillar Financial Serv 14913Q2V0 Corporate Bond 2.85% 2/23/2021 1,000,000.00 1,077,370.00 77,370.00 989,660.00 (87,710.00) 5/17/2024 0.44% $ 77,900.00 $ 10,677.18 $ 2,292.42 138 FNMA 3135G0V75 Gov. Agency Debenture 1.75% 10/17/2019 1,100,000.00 1,105,833.30 5,833.30 1,081,652.00 (24,181.30) 7/2/2024 1.63% $ 71,706.25 $ 66,718.86 $ 9,080.08 184 US Bancorp 91159HHV5 Corporate Bond 3.38% 12/24/2019 1,000,000.00 1,049,040.00 49,040.00 997,630.00 (51,410.00) 2/5/2024 2.12% $ 121,968.75 $ 76,859.43 $ 11,014.12 36 FFCB 3133EKQA7 Gov. Agency Debenture 2.08% 10/21/2019 1,000,000.00 1,019,780.00 19,780.00 980,390.00 (39,390.00) 9/10/2024 1.66% $ 80,831.11 $ 61,888.40 $ 8,447.67 254 FHLB 3135G05X7 Gov. Agency Debenture 0.38% 6/10/2022 1,200,000.00 1,102,952.40 (97,047.60) 1,122,120.00 19,167.60 8/25/2025 3.04% $ 5,437.50 $ 36,626.55 $ 17,504.64 603 US Treasury 912828ZL7 US Treasury Note 0.38% 4/12/2022 1,700,000.00 1,583,927.57 (116,072.43) 1,609,016.00 25,088.43 4/30/2025 2.72% $ 9,879.49 $ 54,017.06 $ 22,385.45 486 JP Morgan Chase 46625HJT8 Corporate Bond 3.88% 9/23/2019 1,400,000.00 1,485,414.00 85,414.00 1,397,522.00 (87,892.00) 2/1/2024 2.39% $ 209,163.89 $ 130,689.90 $ 17,475.98 32 US Treasury 912828V23 US Treasury Note 2.25% 11/29/2021 1,000,000.00 1,032,933.04 32,933.04 1,000,000.00 (32,933.04) 12/31/2023 0.66% $ 46,956.52 $ 10,649.43 $ 3,390.13 0 US Treasury 91282CBE0 2 US Treasury Note 0.13% 10/7/2021 1,000,000.00 994,768.98 (5,231.02) 998,160.00 3,391.02 1/15/2024 0.36% $ 2,214.67 $ 6,137.79 $ 1,789.78 15 FHLB 3130ALH98 Gov. Agency Debenture 0.25% 2/26/2021 1,000,000.00 997,610.00 (2,390.00) 991,800.00 (5,810.00) 2/26/2024 0.33% $ 6,250.00 $ 7,713.30 $ 1,661.88 57 FHLB 3130AQF65 Gov. Agency Debenture 1.25% 11/30/2022 1,300,000.00 1,160,559.40 (139,440.60) 1,195,584.00 35,024.60 12/21/2026 4.15% $ 17,197.92 $ 29,385.32 $ 25,504.24 1086 US Treasury 912828X70 US Treasury Note 2.20% 12/30/2019 1,000,000.00 1,010,589.29 10,589.29 989,530.00 (21,059.29) 4/30/2024 1.75% $ 84,703.30 $ 68,481.11 $ 9,859.56 121 US Treasury 912828XT2 US Treasury Note 2.00% 10/31/2019 1,000,000.00 1,015,667.41 15,667.41 986,680.00 (28,987.41) 5/31/2024 1.64% $ 81,639.34 $ 60,792.37 $ 8,360.09 152 US Treasury 91282CBE0 US Treasury Note 0.13% 9/15/2021 650,000.00 647,615.46 (2,384.54) 648,804.00 1,188.54 1/15/2024 0.28% $ 1,488.12 $ 3,281.18 $ 924.56 15 FHLB 3130APJH9 Gov. Agency Debenture 0.75% 1/17/2023 1,000,000.00 907,010.00 (92,990.00) 932,070.00 25,060.00 10/28/2026 4.17% $ 5,854.17 $ 14,420.85 $ 16,179.49 1032 FFCB 3133EN5N6 Gov. Agency Debenture 4.00% 2/8/2023 1,700,000.00 1,706,732.00 6,732.00 1,699,218.00 (7,514.00) 1/6/2028 3.91% $ 27,955.56 $ 25,921.64 $ 33,588.61 1467 Freddie Mac 3137EAEX3 Gov. Agency Debenture 0.04% 5/1/2023 750,000.00 689,032.50 (60,967.50) 700,140.00 11,107.50 156.26 9/23/2025 3.97% $ (156.26) $ 4,222.09 $ 12,947.74 632 American Honda 02665WED9 Corporate Bond 4.70% 5/11/2023 600,000.00 608,856.00 8,856.00 605,688.00 (3,168.00) 1/12/2028 4.34% $ 4,778.33 $ 3,603.61 $ 13,261.29 1473 US Treasury 91282CEF4 US Treasury Note 2.50% 6/9/2023 1,500,000.00 1,416,626.12 (83,373.88) 1,434,495.00 17,868.88 3/31/2027 4.09% $ 11,577.87 $ 3,416.23 $ 29,932.72 1186 US Treasury 91282CGA3 US Treasury Note 4.00% 6/20/2023 2,100,000.00 2,080,558.59 (19,441.41) 2,089,248.00 8,689.41 12/15/2025 4.40% $ 40,852.46 $ 2,515.25 $ 46,280.54 715 Colgate-Palmolive 194162AR4 Corporate Bond 4.60% 7/14/2023 500,000.00 504,655.00 4,655.00 512,630.00 7,975.00 2/1/2028 4.37% $ 3,002.79 $ - $ 10,236.47 1493 FannieMae 3135G06G3 Gov. Agency Debenture 0.50% 7/14/2023 500,000.00 455,157.00 (44,843.00) 465,830.00 10,673.00 11/7/2025 4.63% $ 784.72 $ - $ 10,164.75 677 FFCB 3133EPQC2 Gov. Agency Debenture 4.63% 7/17/2023 500,000.00 501,957.50 1,957.50 505,375.00 3,417.50 7/17/2026 4.48% $ - $ - $ 10,282.21 929 FFCB 3133EPBM6 Gov. Agency Debenture 4.13% 7/14/2023 600,000.00 596,220.00 (3,780.00) 601,848.00 5,628.00 8/23/2027 4.29% $ 2,681.25 $ - $ 11,955.51 1331 PNC Bank 69353RFJ2 Corporate Bond 3.25% 7/25/2023 1,000,000.00 921,490.00 (78,510.00) 941,160.00 19,670.00 270.83 12/23/2027 5.23% $ (270.83) $ - $ 21,901.39 1453 US Treasury 91282CFU0 US Treasury Note 4.13% 7/31/2023 1,300,000.00 1,290,660.60 (9,339.40) 1,309,139.00 18,478.40 10/31/2027 4.31% $ 13,406.25 $ - $ 23,398.53 1400 Toyota Motor Credit 89236TKL8 Corporate Bond 5.45% 8/25/2023 1,600,000.00 1,617,168.00 17,168.00 1,658,192.00 41,024.00 11/10/2027 5.16% $ 18,166.67 $ - $ 29,150.92 1410 US Treasury 912810FE3 US Treasury Note 5.50% 10/3/2023 1,200,000.00 1,238,207.14 38,207.14 1,283,952.00 45,744.86 8,788.04 8/15/2028 4.76% $ (8,788.04) $ - $ 14,180.64 1689 Pepsico Inc 713448DF2 Corporate Bond 2.85% 10/16/2023 1,000,000.00 947,570.00 (52,430.00) 967,060.00 19,490.00 4,116.67 11/24/2025 5.24% $ (4,116.67) $ - $ 11,109.16 694 FFCB 3133EPUW3 Gov. Agency Debenture 4.75% 10/13/2023 1,000,000.00 994,338.00 (5,662.00) 1,015,410.00 21,072.00 5,541.67 9/1/2026 4.96% $ (5,541.67) $ - $ 10,705.20 975 Freddie Mac 3137EAEP0 Gov. Agency Debenture 1.50% 10/13/2023 1,000,000.00 951,540.00 (48,460.00) 965,540.00 14,000.00 2,541.67 2/12/2025 5.32% $ (2,541.67) $ - $ 11,091.53 409 US Treasury 91282CEW7 US Treasury Note 3.25% 10/16/2023 1,000,000.00 950,039.06 (49,960.94) 977,850.00 27,810.94 6/30/2027 4.73% $ 6,711.96 $ - $ 9,573.50 1277 US Treasury 91282CEN7 US Treasury Note 2.75% 10/31/2023 1,300,000.00 1,214,336.39 (85,663.61) 1,251,250.00 36,913.61 4/30/2027 4.82% $ - $ - $ 10,066.65 1216 US Treasury 912828YV6 US Treasury Note 1.50% 11/15/2023 700,000.00 673,667.97 (26,332.03) 678,944.00 5,276.03 11/30/2024 5.26% $ 430.33 $ - $ 4,502.48 335 US Treasury 91282CAB7 US Treasury Note 0.25% 11/15/2023 675,000.00 623,900.39 (51,099.61) 632,232.00 8,331.61 490.66 7/31/2025 4.92% $ (490.66) $ - $ 3,979.63 578 US Treasury 91282CGU9 US Treasury Note 3.88% 11/30/2023 1,000,000.00 983,515.62 (16,484.38) 991,330.00 7,814.38 6,458.33 3/31/2025 5.17% $ (6,458.33) $ - $ 4,340.41 456 US Treasury 91282CCH2 US Treasury Note 1.25% 12/21/2023 900,000.00 798,647.55 (101,352.45) 803,394.00 4,746.45 6/30/2028 3.99% $ 305.71 $ - $ 921.36 1643 FNMA 3135G0Q22 Gov. Agency Debenture 1.88% 12/21/2023 900,000.00 845,676.00 (54,324.00) 849,231.00 3,555.00 4,078.12 9/24/2026 4.22% $ (4,078.12) $ - $ 1,001.26 998 Subtotal $ 50,361,000.00 $ 49,382,119.15 ########## $ 49,296,441.72 $ (85,677.43) $ 32,442.25 $ 1,425,119.50 $ 1,072,702.22 $ 626,866.95 BNY MM Money Market 31,730.60 31,730.60 0.00 0.00% 1
LAIF State Investment Pool 11,278,106.16 11,205,284.91 (72,821.25) 3.93% 253,114.93 1 $60,691,955.91 $60,533,457.23 ($158,498.68) $32,442.25 $ 1,425,119.50 $ 1,072,702.22 $ 879,981.88 Matured Assets
PNC Financial 69349LAM0 Corporate Bond 3.80% 2/7/2022 1,000,000.00 1,033,470.00 33,470.00 7/25/2023 1.49% $ 55,733.33 $ 20,987.56 $ 1,032.85 US Treasury 91282CCN9 US Treasury Note 0.13% 1/13/2022 1,200,000.00 1,188,375.00 (11,625.00) 7/31/2023 0.75% $ 2,323.37 $ 13,176.45 $ 766.36 Toyota Motor Credit 89236THA6 1 Corporate Bond 1.35% 4/12/2021 500,000.00 510,580.00 10,580.00 8/25/2023 0.45% $ 15,993.75 $ 5,065.91 $ 350.67 Toyota Motor Credit 89236THA6 Corporate Bond 1.35% 1/11/2022 1,100,000.00 1,107,315.00 7,315.00 8/25/2023 0.94% $ 24,090.00 $ 15,144.57 $ 1,585.23 US Treasury 91282CDA6 US Treasury Note 0.25% 1/31/2022 1,100,000.00 1,085,222.44 (14,777.56) 9/30/2023 1.07% $ 4,570.74 $ 16,417.94 $ 2,932.91 American Honda 02665WCQ2 Corporate Bond 3.63% 9/14/2021 950,000.00 1,012,871.00 62,871.00 10/10/2023 0.41% $ 71,362.15 $ 7,316.05 $ 1,141.03 FFCB 3133EMCQ3 Gov. Agency Debenture 0.28% 10/16/2020 2,000,000.00 1,998,000.00 (2,000.00) 10/13/2023 0.31% $ 16,753.33 $ 16,950.71 $ 1,803.27 US Treasury 91282CAP6 US Treasury Note 0.13% 6/30/2021 1,000,000.00 995,390.63 (4,609.37) 10/15/2023 0.33% $ 2,865.44 $ 6,520.12 $ 955.69 US Treasury 91282CDD0 US Treasury Note 0.38% 1/13/2022 1,100,000.00 1,090,675.78 (9,324.22) 10/31/2023 0.85% $ 7,406.77 $ 13,599.56 $ 3,138.36 US Treasury 91282CAW1 US Treasury Note 0.25% 7/15/2021 1,200,000.00 1,199,437.50 (562.50) 11/15/2023 0.27% $ 7,002.72 $ 6,348.21 $ 1,225.25 US Treasury 912828U57 US Treasury Note 2.13% 7/31/2019 1,000,000.00 1,011,875.00 11,875.00 11/30/2023 1.84% $ 92,083.33 $ 72,526.17 $ 7,759.79 FFCB 3133EJ3Q0 Gov. Agency Debenture 2.88% 8/28/2019 1,500,000.00 1,587,503.75 87,503.75 12/21/2023 2.12% $ 164,473.96 $ 87,804.46 $ 10,897.27 Total Investments "Matured" $ 13,706.37
Total Interest FY 23_24 Matured and Current $ 893,688.25 Maturity Profile Amount Percent
0-1 year $ 28,097,703.18 47%
1-2 years $10,641,190.55 18%
2-3 years $6,588,726.08 11%
3-5 years $ 14,331,403.06 24%
$59,659,022.87
Town of Los Gatos
Investment Schedule
December 31, 2023
5

Date Cusip/Id Description Transaction Type
Settlement
Date Par Coupon
Maturity
Date Price Principal Interest
Transaction
Total
12/4/2023 Cash-USD Cash-USD

SHORT TERM INVESTMENT
FUND INCOME 12/4/2023 334.85 0.000% 100.00 - - 334.85
12/15/2023 91282CGA3 USA TREASURY 4% 15DEC2025 BOND INTEREST 12/15/2023 2,100,000 400.000% 12/15/2025 - - 42,000.00 42,000.00 12/15/2023 46625HRS1
JPMORGAN CHASE & CO 3.2%
15JUN2026 (CALLABLE 15MAR26) BOND INTEREST 12/15/2023 500,000 320.000% 6/15/2026 - - 8,000.00 8,000.00 12/21/2023 91282CCH2 USA TREASURY 1.25% 30JUN2028 PURCHASE 12/21/2023 900,000 125.000% 6/30/2028 88.74 798,647.55 5,319.29 803,966.84 12/21/2023 3135G0Q22 FANNIE MAE 1.875% 24SEP2026 PURCHASE 12/21/2023 900,000 187.500% 9/24/2026 93.96 845,676.00 4,078.13 849,754.13 12/21/2023 3130AQF65

FEDERAL HOME LOAN BANK

1.25% 21DEC2026 BOND INTEREST 12/21/2023 1,300,000 125.000% 12/21/2026 - - 8,125.00 8,125.00 12/21/2023 3133EJ3Q0

FEDERAL FARM CREDIT BANK

2.875% 21DEC2023 BOND INTEREST 12/21/2023 1,500,000 287.500% 12/21/2023 - - 21,562.50 21,562.50 12/21/2023 3133EJ3Q0

FEDERAL FARM CREDIT BANK

2.875% 21DEC2023 REDEMPTION 12/21/2023 1,500,000 287.500% 12/21/2023 100.00 1,500,000.00 - 1,500,000.00 12/27/2023 02665WCZ2
AMERICAN HONDA FINANCE 2.4%
27JUN2024 BOND INTEREST 12/27/2023 1,000,000 240.000% 6/27/2024 - - 12,000.00 12,000.00 Town of Los Gatos
Investment Transaction Detail
December 31, 2023
6

Security Description Maturity Date Par/Shares S&P Rating Moody Rating Insight ESG Rating Environment Social Governance JPMORGAN CHASE & CO 3.875% 01FEB2024 2/1/2024 $ 1,400,000 A- A1 3 1 3 4 US BANCORP 3.375% 05FEB2024 (CALLABLE 05JAN24) 2/5/2024 $ 1,000,000 A A3 4 3 4 4 IBM CORP 3.0% 15MAY2024 5/15/2024 $ 1,000,000 A- A3 2 1 2 3 CATERPILLAR FIN SERVICES 2.85% 17MAY24 5/17/2024 $ 1,000,000 A A2 4 4 3 4 AMERICAN HONDA FINANCE 2.4% 27JUN2024 6/27/2024 $ 1,000,000 A- A3 3 2 3 3 HONEYWELL INTERNATIONAL 2.3% 15AUG2024 (CALLABLE 15JUL24) 8/15/2024 $ 1,000,000 A A2 4 3 4 3 PEPSICO INC 2.85% 24FEB2026 (CALLABLE 24NOV25) 2/24/2026 $ 1,000,000 A+ A1 2 2 2 2 HOME DEPOT INC. 3% 01APR2026 (CALLABLE 01JAN2026) 4/1/2026 $ 1,000,000 A A2 2 2 3 3 JPMORGAN CHASE & CO 3.2 15JUN2026 (CALLABLE 15MAR26) 6/15/2026 $ 500,000 A- A1 3 1 3 4 APPLE INC. 2.9% 12SEP2027 (CALLABLE 12JUN27) 9/12/2027 $ 1,300,000 AA+ Aaa 5 1 4 5 TOYOTA MOTOR CREDIT CORP 5.45% 10NOV2027 11/10/2027 $ 1,600,000 A+ A1 3 2 3 4 AMERICAN HONDA FINANCE 4.7% 12JAN2028 1/12/2028 $ 600,000 A- A3 3 2 3 3 PNC BANK NA 3.25% 22JAN2028 (CALLABLE 01 FEB28) 1/22/2028 $ 1,000,000 A A2 3 2 3 3 COLGATE-PALMOLIVE CO 4.6% 01MAR2028 (CALLABLE 01FEB28) 3/1/2028 $ 500,000 AA- Aa3 3 2 3 3 Total/Average $ 13,900,000 3.1 2.0 3.1 3.4
*ESG ratings are from 1 to 5, with 1 as the highest rating and 5 as the lowest. All ratings are weighted by industry rankings, based on the importance of the category within the individual industry.

Town of Los Gatos
Insight ESG Ratings as of December 31, 2023
7

Fund Schedule
Fund
Number Fund Description
Current
Revenue
Current
Expenditure
Transfer
In Transfer Out

GENERAL FUND
Non-Spendable:

Loans Receivable 159,000 - - - - - 159,000
Restricted Fund Balances:

Pension 1,400,163 - - - - - 1,400,163
Land Held for Resale 44,338 - - - - - 44,338
Committed Fund Balances:

Budget Stabilization 6,129,774 - - - - - 6,129,774
Catastrophic 6,129,775 - - - - - 6,129,775
Pension/OPEB 300,000 - - - - - 300,000
Measure G District Sales Tax 590,581 - - - - - 590,581
Assigned Fund Balances:

Open Space 410,000 - - - - - 410,000
Sustainability 140,553 - - - - - 140,553
Capital/Special Projects 10,359,577 - - - - - 10,359,577 Carryover Encumbrances 37,698 - - - - - 37,698
Compensated Absences 1,580,623 - - - - - 1,580,623
ERAF Risk Reserve 689,608 - - - - - 689,608
Council Priorities - Economic Recovery 1,556,614 - - - - - 1,556,614 Unassigned Fund Balances:
111 Other Unassigned Fund Balance Reserve (Pre YE distribution) - (4,165,093) 5,540,278 (5,474,559) - - (4,099,374) General Fund Total 29,528,304 (4,165,093) 5,540,278 (5,474,559) - - 25,428,930.00 * Interfund transfers and ARPA funding allocation to be performed as part of the fiscal year end closing entries.

Dec 2023
Prior Year
Carryforward
7/1/2023
Increase/
(Decrease)
July - Nov
Estimated Fund
Balance
12/31/2023*
8

Fund Schedule
Fund
Number Fund Description
Current
Revenue
Current
Expenditure Transfer In Transfer Out

SPECIAL REVENUE
211/212 CDBG 166,653 - - - - - 166,653
222 Urban Runoff (NPDES) 629,843 35,579 29,996 (36,669) - - 658,749 231-236 Landscape & Lighting Districts 176,964 (13,774) - - - - 163,190 251 Los Gatos Theatre 74,991 (2,219) 5,514 (211) - - 78,075 711-716 Library Trusts 530,173 76,274 500 (992) - - 605,955 Special Revenue Total 1,578,624 95,860 36,010 (37,872) - - 1,672,622

CAPITAL PROJECTS
411 GFAR - General Fund Appropriated Reserve 21,725,837 (25,323) 86,754 (229,579) - - 21,557,689 421 Grant Funded Projects (406,889) (98,189) - (24,846) - - (529,924) 461-463 Storm Basin Projects 3,218,331 73,055 3,087 - - - 3,294,473 471 Traffic Mitigation Projects 431,079 - 33,016 (33,016) - - 431,079 472 Utility Undergrounding Projects 3,438,996 10,881 855 - - - 3,450,732 481 Gas Tax Projects 1,671,245 (915,098) 142,468 - - - 898,615 Capital Projects Total 30,078,599 (954,674) 266,180 (287,441) - - 29,102,664

INTERNAL SERVICE FUNDS
611 Town General Liability 212,022 (500,210) 540,911 (37,512) - - 215,211 612 Workers Compensation 514,813 (350,942) 117,769 (134,423) - - 147,217 621 Information Technology 2,474,618 (308,853) 164,526 (22,550) - - 2,307,741 631 Vehicle & Equipment Replacement 2,413,719 232,110 270,052 - - - 2,915,881 633 Facility Maintenance 927,699 83,305 236,359 (44,968) - - 1,202,395 Internal Service Funds Total 6,542,871 (844,590) 1,329,617 (239,453) - - 6,788,445 Trust/Agency
942 RDA Successor Agency (6,187,789) (1,674,135) - (487) - - (7,862,411) Trust/Agency Fund Total (6,187,789) (1,674,135) - (487) - - (7,862,411) Total Town 61,540,609 7,172,085 (6,039,812) - - 55,130,250 * Interfund transfers and ARPA funding allocation to be performed as part of the fiscal year end closing entries.

Deposit Accounts of Interest:
111-23541 General Plan Update deposit account balance $853,257.47 111-23521 BMP Housing deposit account balance $4,021,280.60 Prior Year
Carryforward
7/1/2023
Increase/
(Decrease)
July - Nov
Dec 2023
Estimated Fund
Balance
12/31/2023*
9

PREPARED BY: Nicolle Burnham
Parks and Public Works Director
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 2/20/2024
ITEM NO: 6
DATE: February 15, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Approve the Report Entitled “Vegetation Management Plan for the Town of Los Gatos, Santa Clara County, California” Dated June 2021 RECOMMENDATION:

Approve the report entitled “Vegetation Management Plan for the Town of Los Gatos, Santa Clara County, California” dated June 2021.

BACKGROUND:

On June 2, 2020 Town Council authorized an agreement for SWCA Environmental Consultants (SWCA) to develop a Vegetation Management Plan for Town roadsides and open spaces. At that meeting, the Council directed staff to expedite the roadside vegetation management plan to allow for work to begin as soon as possible.

On September 1, 2020 Town Council approved the Roadside Vegetation Management Plan.

DISCUSSION:

Following approval of the roadside plan in September 2020 SWCA continued work on the overall “Vegetation Management Plan for the Town of Los Gatos, Santa Clara County, California” (the Plan). Due to the length of the plan (564 pages), a copy is located on the Town website1. The Plan sets standards for clear roadway width and height, as well as understory growth management along 31.09 miles of roadways and within 193.91 acres of open space located in the Very High Fire Hazard Severity Zone of the Town.

1 https://www.losgatosca.gov/DocumentCenter/View/36713/Los-Gatos-Veg-Mgmt-Plan_20210616

PAGE 2 OF 2
SUBJECT: Approve the Report Entitled “Vegetation Management Plan for the Town of Los Gatos, Santa Clara County, California” Dated June 2021
DATE: February 15, 2024
DISCUSSION (continued):

The document was prepared in accordance with the California Board of Forestry and Fire Protection’s California Vegetation Treatment Program (CalVTP). The CalVTP specifies approved methods of vegetation treatment and environmental protection methods.

Staff used the Plan to support applications to the Federal Emergency Management Agency’s Hazard Mitigation Grant Program. The Town secured two grants, one for roadside and one for open space. The Town secured a third federal grant through the United States Forest Service to support additional roadside work. Staff is working to execute the vegetation management contemplated in the report and for which funding has been received. Having Town Council approval of the Plan supports the execution of the work program and management of the grants.

CONCLUSION:

The approval of the Plan assures compliance with our federal funding programs and provides Town Council with the opportunity to review the proposed work.

COORDINATION:

This memorandum has been coordinated with the Town Manager’s Office, Finance Department, and the Community Development Department.

FISCAL IMPACT:

The approval of this plan does not result in a fiscal impact.

ENVIRONMENTAL ASSESSMENT:

All effects of the proposed project (a) have been covered in the CalVTP Program Environmental Impact Report, and (b) all applicable Standard Project Requirements and mitigation measures identified in the CalVTP PEIR will be implemented. The proposed project is, therefore, within the scope of the CalVTP PEIR. No Additional CEQA documentation is required.

PREPARED BY: Gary Heap
Town Engineer
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Parks and Public Works Director, and Finance Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 2/20/24
ITEM NO: 7
DATE: February 15, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Parking Program Implementation-Wayfinding and Signage (CIP No. 813- 0242):
a. Reject All Bids Opened on January 19, 2024, and
b. Authorize Town Manager to Re-bid the Project.

RECOMMENDATION:

Parking Program Implementation-Wayfinding and Signage (CIP No. 813-0242):
a. Reject All Bids Opened on January 19, 2024, and
b. Authorize Town Manager to Re-bid the Project.

BACKGROUND:

On December 17, 2019, the Town Council received the Comprehensive Downtown Parking Study from Dixon Resources Unlimited (DIXON). The Parking Study identified wayfinding as a strategy to efficiently manage parking, improve the visitor experience, and enhance vehicle traffic flow.

On January 26, 2021, the Town Council reaffirmed the commitment to the Parking Roadmap with the adoption of the Strategic Priorities FY 2021-2023. One of the initial Town Council priorities was to enhance wayfinding signage and new parking program branding to assist visitors in finding convenient parking.

In November 2021, work began with Hunt Design on the Downtown Wayfinding Master Plan, and on March 15, 2022, Town Council selected a design style which was used by Hunt to develop the final design for static signs throughout the downtown area.

PAGE 2 OF 3
SUBJECT: Reject all bids for Parking Program Implementation-Wayfinding Signage and authorize Town Manager to Re-bid the project
DATE: February 15, 2024
BACKGROUND (continued):

The Town Council authorized advertising the signage project for construction bidding on December 3, 2023. Bids were advertised on December 8, 2023 and opened on January 19, 2024.

DISCUSSION:

The Town received bid proposals from four bidders: BAYOU Graphics, Fusion Sign & Design, Martinelli Environmental Graphics, and Square Signs LLC dba Front Signs. Fusion Sign & Design was the lowest bidder. Upon reviewing all proposals, discrepancies were noticed in the proposal submitted by the lowest bidder. It was further noted that bids from BAYOU Graphics and Martinelli Environmental Graphics included irregularities that made the bids noncompliant. Since three out of four proposals received were deemed unresponsive due to noncompliance with bid requirements and the one remaining bid exceeded the engineer’s estimate, staff recommends rejecting all bids and re-bidding the project in accordance with Public Contract Code Section 22038 and the Town’s purchasing procedure.

CONCLUSION:

Approval of the recommendations would allow staff to move forward with re-bidding the Wayfinding Signage Project.

COORDINATION:

This report was coordinated with the Office of Economic Vitality.

PAGE 3 OF 3
SUBJECT: Reject all bids for Parking Program Implementation-Wayfinding Signage and authorize Town Manager to Re-bid the project
DATE: February 15, 2024
FISCAL IMPACT:

The engineer’s cost estimate for this package of wayfinding signs is $287,200. The adopted Fiscal Year 2023/24 – 2027/28 Capital Improvement Program (CIP) Budget for this project is shown in the table below:

ENVIRONMENTAL ASSESSMENT:

This is not a project as defined under CEQA, and no further action is required.

Budget Costs
GFAR $ 598,500
Total Budget $ 598,500
Costs
Consultant and Construction Costs (Including
Encumbrances) $ 278,629
Misc. Project Costs $ 892
Temp Staff Charges $ 1,934
Total Costs $ 281,455
Available Balance $ 317,045
Parking Program Implementation
CIP No. 813-0242

PREPARED BY: Gary Heap
Town Engineer
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 2/20/2024
ITEM NO: 8
DATE: February 15, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Consider Approval of On-Call Consultants List for Engineering and Design Support Services
RECOMMENDATION:

Consider approval of On-Call Consultants List for Engineering and Design Support Services.

BACKGROUND:

The Department of Parks and Public Works requires the assistance of consultants for engineering and design support services. The types of needed support services and expertise are in twelve different disciplines, including:
 Architectural Study and Design
 Bridge Design and Inspection
 Construction Inspection Services
 Construction Management Services
 Environmental Compliance
 General Civil Engineering
 Geotechnical Services
 Land Development Plan Review and Inspection Services
 Landscape Architecture Services
 Materials Testing
 Surveying
 Traffic Engineering

PAGE 2 OF 3
SUBJECT: Consider Approval of On-Call Consultants List for Engineering and Design Support Services
DATE: February 15, 2024
BACKGROUND (continued):

A Request for Qualifications (RFQ) for On-Call Consultant Services was issued by the Parks and Public Works Engineering Division on September 18, 2023. The RFQ was posted on the Town of Los Gatos website and noticed through the Town’s bidding portal BidNet. Eighty-one Statements of Qualifications (SOQs) were received for the twelve disciplines from 44 firms by the Friday, October 20, 2023 deadline. The consultants that submitted SOQs are listed in alphabetical order in Attachment 1.

The Statements of Qualifications were reviewed and scored based on the criteria listed in the RFQ. Criteria for selection were past experience, references, key personnel, and project experience that would qualify them to perform engineering and design work for the Town’s project needs.

Having multiple firms gives the Town the opportunity to select a consultant that is best suited to a particular job, and to provide the efficiency of having multiple consultants working on multiple projects simultaneously. The prequalification process streamlines the consultant selection process and provides for engineering and design support services on an as-needed basis for a period of four years, with an allowance for one one-year extension of the qualified list.

DISCUSSION:

A committee consisting of Parks and Public Works staff was formed to score and qualify each of the firms based on their Statement of Qualifications. The Committee members have the requisite knowledge and experience in the scope of work involved and the type and quality of professional firms needed to perform the work. All firms provided well-prepared SOQs based on the criteria listed in the RFQ. Firms were reviewed and qualified based on the following criteria:
 Statement of Qualifications
 References
 Key Staff and Subconsultants
 Project Experience
Based on their qualifications and ability, the consultants listed in Attachment 2 are recommended as the best qualified for the approved on-call list of engineering and related consultants for future projects in the Town of Los Gatos.

PAGE 3 OF 3
SUBJECT: Consider Approval of On-Call Consultants List for Engineering and Design Support Services
DATE: February 15, 2024
DISCUSSION (continued):

It should be noted that the approval of this list of consultants does not assign any work to these firms or bind the Town to any contracts, but rather only pre-qualifies them to provide proposals to the Town when requested. When the Town requires the services of consultants of the type listed in the approved list, a Request for Proposals (RFP) will be distributed to the approved on-call list of firms. Proposals will be evaluated based on the consultant response including the cost of services, and a separate contract for professional services will be executed for those services per the Town’s Procurement Procedures.

CONCLUSION:

Staff recommends Town Council approve the list of on-call consultants identified in Attachment

2. FISCAL IMPACT:

There are no fiscal impacts associated with the Town Council’s action to approve the list of consultants for future on-call services. If there is a need for the Town to engage one of these consultants in the future for engineering and design support services, a Request for Proposals (RFP) will be issued to the listed on-call firms per the Town’s Procurement Procedures. A contract for professional services will then be executed with the best qualified firm for that specific project. A funding source will be identified at the time of contract approval.

ENVIRONMENTAL ASSESSMENT:

Approval of an on-call list of consultants in not considered a project defined under CEQA, and no further action is required.

Attachments:

1. List of Submitting Consultants

2. List of Approved On-Call Consultants by Discipline

Attachment 1
ATTACHMENT 1

APPROVAL OF ON-CALL CONSULTANTS LIST FOR ENGINEERING AND DESIGN SUPPORT SERVICES

LIST OF SUBMITTING CONSULTANTS
(in alphabetical order)

1. ActiveWayz Engineering

2. ARC Engineering Consultants, Inc.

3. Bellecci

4. Biggs Cardosa Associates, Inc.

5. BKF Engineers

6. Brightview Design Group

7. BSK Associates

8. Consor PMCM, Inc.

9. CSG Consultants, Inc.

10. Dillingham Associates

11. EMC Planning Group

12. Fehr & Peers

13. Gates + Associates

14. Gensler

15. Ghirardelli Associates, Inc.

16. H.T. Harvey & Associates

17. Haley & Aldrich

18. HMH Engineers

19. Integra Planning + Landscape Architecture

20. Integrated Project Solutions

21. ISI Inspection Services

22. Jayson Architecture

23. Kier+Wright

24. Kimley-Horn

25. MIG, Inc.

26. MME Civil + Structural Engineering

27. NCE

28. Ninyo & Moore Geotechnical & Engineering Scientists Consultants

29. O’Dell Engineering

30. PARIKH Consultants, Inc.

31. RHAA Landscape Architectural + Planning

32. Sandis Civil Engineers Surveyors Planners

33. Schaaf & Wheeler

34. Sidell Pakravan Architects

35. SORA Engineering

36. Studio-MLA

37. The KPA Group

38. TJKM

39. TL Engineering

40. Townsend Management, Inc.

41. Verde Design, Inc.

42. W-Trans

43. William Duff Architects

44. Wilsey Ham

Attachment 2
ATTACHMENT 2

APPROVAL OF ON-CALL CONSULTANTS LIST FOR ENGINEERING AND DESIGN SUPPORT SERVICES

LIST OF APPROVED ON-CALL CONSULTANTS BY DISCIPLINE
(in alphabetical order)
Architectural Study and Design

1. Gensler

2. Integrated Project Solutions

3. Jayson Architecture

4. Sidell Pakravan Architects

5. The KPA Group

6. William Duff Architects
Bridge Design and Inspection

1. ARC Engineering Consultants, Inc.

2. Biggs Cardosa Associates, Inc.

3. CSG Consultants, Inc.

Construction Inspection Services

1. ARC Engineering Consultants, Inc.

2. Consor PMCM, Inc.

3. CSG Consultants, Inc.

4. Integrated Project Solutions

5. Ninyo & Moore Geotechnical & Environmental Sciences Consultants

6. Townsend Management, Inc.

Construction Management Services

1. ARC Engineering Consultants, Inc.

2. Consor PMCM, Inc.

3. CSG Consultants, Inc.

4. Haley & Aldrich

5. SORA Engineering

6. Wilsey Ham
Environmental Compliance

1. CSG Consultants, Inc.

2. EMC Planning Group

3. MIG, Inc.

4. NCE
General Civil Engineering

1. ActiveWayz Engineering

2. Bellecci

3. BKF Engineers

4. CSG Consultants, Inc.

5. HMH Engineers

Attachment 2

6. Kier+Wright

7. Kimley-Horn

8. MME Civil + Structural Engineering

9. NCE

10. Sandis Civil Engineers Surveyors Planners

11. Schaaf & Wheeler

12. Sidell Pakravan Architects

13. SORA Engineering

14. Wilsey Ham
Geotechnical Services

1. BKS Associates

2. Haley & Aldrich

3. Ninyo & Moore Geotechnical & Environmental Sciences Consultants

4. PARIKH Consultants, Inc.

5. Sidell Pakravan Architects
Land Development Plan Review and Inspection Services

1. CSG Consultants, Inc.

2. Ghirardelli Associates, Inc.

3. Haley & Aldrich

4. HMH Engineers

5. Kimley-Horn

6. SORA Engineering
Landscape Architecture Services

1. Brightview Design Group

2. Dillingham Associates

3. Gates + Associates

4. H.T. Harvey & Associates

5. HMH Engineers

6. Integra Planning + Landscape Architecture

7. Kimley-Horn

8. MIG, Inc.

9. NCE

10. O’Dell Engineering

11. RHAA Landscape Architecture + Planning

12. Sidell Pakravan Architects

13. Studio-MLA

14. Verde Design, Inc.Verde Design, Inc.

Materials Testing

1. BKS Associates

2. ISI Inspection Services, Inc.

3. Nino & Moore Geotechnical & Environmental Sciences Consultants

Attachment 2
Surveying

1. Bellecci

2. BKF Engineers

3. HMH Engineers

4. Kier+ Wight

5. Sandis Civil Engineers Surveyors Planners

6. Sidell Pakravan Architects

7. Wilsey Ham
Traffic Engineering

1. BKF Engineers

2. Fehr & Peers

3. Kimley-Horn

4. Sandis Civil Engineers Surveyors Planners

5. TJKM

6. TL Engineering

7. W-Trans

PREPARED BY: Sean Rose
Special Projects Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Director of Parks and Public Works
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 2/20/2024
ITEM NO: 9
DATE: February 15, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Approve the Following Action for the Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803):
a. Authorize the Town Manager to Execute a First Amendment to the Agreement for Consultant Services with BKF Engineers Inc. for Construction Phase Grant Writing Services, increasing the amount by $48,735 for a Total Agreement Not to Exceed $3,048,735
RECOMMENDATION:

Approve the following action for the Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803):
a. Authorize the Town Manager to execute a first amendment to the agreement for consultant services with BKF Engineers Inc. (BKF) for construction phase grant writing services, increasing the amount by $48,735 for a total agreement not to exceed $3,048,735 (Attachment 2).

BACKGROUND:

The Highway 17 Bicycle and Pedestrian Overcrossing Project is a high priority project in the Town’s adopted Bicycle and Pedestrian Master Plan (BPMP). The project would improve bicycle and pedestrian mobility, encourage active transportation, close a gap in the Town’s bicycle network, and enhance safety for all modes of travel on Blossom Hill Road between Roberts Road West and Roberts Road East. Blossom Hill Road is a high-volume transportation corridor and route to school for the Town.

PAGE 2 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: February 15, 2024
BACKGROUND (continued):

The project is being led by the Town with significant funding support from the 2016 Santa Clara Countywide Measure B Program and design oversight by Caltrans for the portion of the project within Caltrans’ Highway 17 right of way.

The project’s feasibility study was completed in 2020 and included several public meetings, pop-up events, and other community engagement activities. Overall, the project received strong support from the community. Based on the feasibility analysis, engineering assessment, and past Council direction, the plan proposes: 1) a new 20-foot wide bicycle/pedestrian bridge over Highway 17 south of the existing Blossom Hill Road overcrossing; 2) pathways on the east and west sides of the new bridge to provide a new, continuous bicycle and pedestrian pathway between Roberts Road West and Roberts Road East; 3) safety enhancements to the Blossom Hill Road/Roberts Road West and Blossom Hill Road/Roberts Road East intersections; and 4) modifications to the existing vehicle and bicycle lane configurations and pedestrian facilities on Blossom Hill Road. A Location Map of these project improvements is shown in Attachment 1.

The following is a brief chronology of past Town Council actions associated with the project:
 On June 13, 2019, Council authorized the issuance of a Request for Proposals (RFP) for the project’s feasibility study and authorized the consultant agreement in an amount not to exceed $234,456.
 On March 3, 2020, Council approved the project’s purpose and need, and authorized staff to proceed with design alternatives for a separate bicycle and pedestrian overcrossing.
 On September 1, 2020, at the recommendation of the Town’s Complete Streets and Transportation Commission (CSTC), Council adopted the 2020 BPMP update identifying the project as a high priority.
 On September 1, 2020, Council approved the feasibility study, directed staff to proceed with final design of a separate 16- to20-foot wide bridge south of Blossom Hill Road and analyze three bridge types (steel truss, steel arch, and concrete), authorized the submittal of an Active Transportation Program (ATP) grant application for construction, and committed up to $1 million in FY23-24 budget funding as a local match for the ATP grant.
 On December 1, 2020, Council authorized a Measure B grant funding agreement in the amount of $2,754,990 for project design, authorized $946,210 in Town General Fund monies as a required local match for the Measure B grant, authorized issuance of an RFP for project design, authorized the Town Manager to sign a consultant agreement in an

PAGE 3 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: February 15, 2024
BACKGROUND (continued):
amount not to exceed $3,000,000 and approved the project’s community engagement plan. On May 20, 2021, the Town entered into an agreement for consultant services with BKF for project design including preliminary engineering, environmental review, and final design in an amount not to exceed $3,000,000 consistent with the Council action that had been taken on December 1, 2020.
 On November 9, 2022, Town Council received an update on the project’s community outreach activities and the preferred bridge type and approved the concrete box girder as the preferred bridge type for project design.

DISCUSSION:

Since May 2021, the project team has made significant progress on preliminary engineering and environmental review. Staff has continued to engage with project stakeholders for additional input, including the Los Gatos Union School District, Safe Routes to School Program, Complete Streets and Transportation Commission, Arts and Culture Commission, and others.

The design team expects to complete preliminary engineering and obtain environmental clearance in April 2024, after which work on final design will commence. Final design is anticipated to be complete by early 2025 at which time it will be ready for construction bidding if funding is available. The project is fully funded through final design.

The current estimate of the total construction cost is $25 million. The Town will need to obtain construction funding prior to advertising the project for construction bids. The majority of the funding is anticipated to come from Federal and/or State grant programs. Based on staff’s research and recent communication with the California Transportation Commission (CTC), Metropolitan Transportation Commission (MTC), and Valley Transportation Agency (VTA), staff recommends applying for the Active Transportation Program (ATP) and Safe Streets For All (SS4A) grant programs. The ATP and SS4A programs are anticipated to begin accepting applications in March 2024 and February 2024, respectively, with applications due in June or July 2024.

The grant applications are competitive and successful applications typically require numerous exhibits, schematics, photo essays, visual simulations, data analyses, and other documents.

Staff requested a proposal from BKF to assist Town staff with the applications. BKF’s proposal is provided in Exhibit B of Attachment 2. Staff believes the proposed scope of work and $48,735 fee are reasonable and will significantly enhance the Town’s competitiveness for the grants. As the project design consultant, BKF is ideally suited to provide these services. Staff recommends amending BKF’s agreement for the additional services they can commence work on the applications as soon as possible.

PAGE 4 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: February 15, 2024
DISCUSSION (continued):

The construction grant programs require a minimum local funding match of 20% of the total project cost in order to maximize the Town’s competitiveness for the grants. The estimated total project cost is $29 million ($4 million for design plus $25 million for construction), resulting in a required local match of $5.8 million. The funding sources used for the existing project budget of $4,457,880 (see fiscal table) qualify as local match; therefore, an additional $1,342,120 in local match will be needed if the grant applications are successful. Staff will identify potential funding sources for the match through the Capital Improvement Program Budget that will be presented in April 2024. While Town funds may be needed for this match, staff is actively seeking additional Measure B funds which could limit the Town’s General Fund contribution to less than the $1,342,120.

CONCLUSION:

The Town Council’s authorization of the first amendment to BKF’s consultant agreement for the Highway 17 Bicycle/Pedestrian Overcrossing Project design would allow BKF to provide additional grant writing consulting services to submit construction phase funding grant applications for the ATP and SS4A grant programs on behalf of the Town.

If these applications are successful, additional funds will be required for the local match. Staff is working to identify potential sources for this match.

COORDINATION:

This report is coordinated with the Finance Department.

FISCAL IMPACT:

The current project budget, including approval of the BKF amendment, is provided in the table below. The proposed BKF amendment would not increase the overall project budget; it would come from the previously approved design contingency budget, decreasing it from $300,000 to $251,265. The budget reflects the cost of the feasibility study and project design phases. As shown in the table, there is an estimated $601,745 surplus from those phases that can be allocated to the construction phase as part of the local match.

PAGE 5 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: February 15, 2024
FISCAL IMPACT (continued):

ENVIRONMENTAL ASSESSMENT:

This is a project as defined under CEQA but is statutorily exempt under Section 21080.25. A Notice of Exemption has been filed.

Attachments:

1. Location Map

2. First Amendment to Agreement for Consultant Services with BKF Engineers Inc. for the Highway 17 Bicycle and Pedestrian Overcrossing Project #19-818-0803 with Exhibit A (Original Agreement) and Exhibit B (Grant Writing Scope of Services) Budget Costs
TDA Article 3 $87,451
2016 Measure B $2,754,900
Traffic Impact Mitigation Fund $147,005
GFAR $946,210
GFAR/Development In-Lieu Fee $522,314
Total Budget $4,457,880
BKF Engineers - Feasibility Study $234,456
BKF Engineers - Final Design Existing Contract $3,000,000 BKF Engineers - First Amendment Requested with this Staff Report $48,735 Design Contingency $251,265
Independent Structural Review $50,000
Caltrans Cooperative Agreement $55,691
Part-Time Staff Cost $215,988
Total Expenditures $3,856,135
Remaining Budget for Construction Phase $601,745
Highway 17 Bicycle and Pedestrian Overcrossing Project
CIP No. 818-0803

HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING

LOCATION MAP

VASONA LAKE

COUNTY PARK BLOSSOM HILL ROAD ROBERTS RD (WEST) ROBERTS RD (EAST)

WEST APPROACH PATH PROPOSED OVERCROSSING EAST APPROACH PATH

INTERSECTION

IMPROVEMENTS INTERSECTION

IMPROVEMENTS

LANE/STRIPING

RECONFIGURATION
ATTACHMENT 1

BKF ENGINEERS – FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING
PROJECT #19‐818‐0803

FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES is dated for identification this 20th day of February 2024 and amends that certain AGREEMENT FOR CONSULTANT SERVICES FOR THE HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING PROJECT #19‐818‐0803, dated May 20, 2021, made by and between the Town of Los Gatos, ("Town,") and BKF Engineers Inc. (“CONSULTANT”) identified as a California corporation and whose address is 1730 N. First Street, Suite 600, San Jose, CA 95112.

RECITALS
A. Town and CONSULTANT entered into an agreement for Consultant Services on May 20, 2021 (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement to add to the scope of work to include grant writing services for construction phase grant applications for the Highway 17 Bicycle/Pedestrian Overcrossing Project.

AMENDMENT

1. ARTICLE II STATEMENT OF WORK is amended to ADD the following text:

Consultant shall provide services as described in that certain Proposal dated January 17, 2024, which is hereby incorporated by reference and attached hereto as Exhibit B.

2. ARTICLE V ALLOWABLE COSTS AND PAYMENTS, PART E. is amended to read as follows:

The total amount payable by LOCAL AGENCY for PHASE Ishall not exceed $3,048,735. The original not‐to‐exceed amount of the agreement of $3,000,000 was increased by $48,735 as compensation for the First Amendment.

3. All other terms and conditions of the Agreement remain in full force and effect.

Exhibit A Agreement for Consulting Services for the Highway 17 Bicycle and Pedestrian Overcrossing Project #19‐818‐0803 dated May 20, 2021
Exhibit B Proposal by BKF for Grant Writing Services for ATP and SS4A Grant Applications dated January 17, 2024
ATTACHMENT 2

BKF ENGINEERS – FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING
PROJECT #19‐818‐0803
IN WITNESS WHEREOF, the Town and CONSULTANT have executed this Amendment.

Town of Los Gatos, by: CONSULTANT, by:
_______________________________ ______________________________ Laurel Prevetti            Jaggi Bhandal, Vice President, BKF Town Manager
Department Approval:
_______________________________________
Nicolle Burnham
Director of Parks and Public Works
Approved as to Form:         Attest:
______________________________    ______________________________ Gabrielle Whelan Wendy Wood, CMC
Town Attorney      Town Clerk

EXHIBIT A

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 1

AGREEMENT FOR CONSULTANT SERVICES
HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING PROJECT # 19-818-0803

ARTICLE I - INTRODUCTION
A. This AGREEMENT is made and entered into on ___________________ by and between the TOWN OF LOS GATOS, a California municipal corporation, hereinafter referred to as, LOCAL AGENCY and BKF Engineers, hereinafter referred to as, CONSULTANT, whose address is 1730 N. First Street, Suite 600, San Jose, CA 95112. The CONSULTANT is incorporated in the State of California.

The Project Manager for the “CONSULTANT” will be Natalina V. Bernardi, PE, LEED AP, Principal and Vice President.

The Contract Administrator for LOCAL AGENCY will be WooJae Kim,Town Engineer.

This Agreement is made with reference to the following facts.

The LOCAL AGENCY desires to engage CONSULTANT to provide professional engineering services for the Highway 17 Bicycle and Pedestrian Overcrossing Project.

The CONSULTANT represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

The CONSULTANT represents and warrants to LOCAL AGENCY that it possesses the distinct professional skills, qualifications, experience, and resources necessary and has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONSULTANT to practice its profession and to timely perform the services described in this Agreement.

CONSULTANT acknowledges LOCAL AGENCY has relied upon these warranties to retain the CONSULTANT.

CONSULTANT shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws.

CONSULTANT shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

B. The work to be performed under this AGREEMENT is described in Article II entitled Statement of Work and the approved CONSULTANT’s Cost Proposal dated 05-06-21. The approved CONSULTANT’s Scope of Service (Exhibit A) and Cost Proposal (Exhibit B) is attached hereto and incorporated by reference. If there is any conflict between the approved Scope of Services or Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees, to the fullest extent permitted by law, to save, keep, indemnify and hold harmless and defend the LOCAL AGENCY, its officers, agents, employees and volunteers from all damages, claims, demands, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act, errors, or omissions of the CONSULTANT, or any of the CONSULTANT’S officers, employees, or agents or any DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF May 20, 2021

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 2
sub-consultant. CONSULTANT will reimburse LOCAL AGENCY for any expenditure, including reasonable attorney fees, incurred by LOCAL AGENCY in defending against claims ultimately determined to be due to negligent acts, errors, or omissions of CONSULTANT.

D. CONSULTANT and the agents and employees of CONSULTANT, in the performance of this contract, shall act in an independent capacity and not as officers or employees or agents of LOCAL AGENCY.

As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to LOCAL AGENCY employee(s). With prior written consent, the CONSULTANT may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement.

Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. CONSULTANT shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by CONSULTANT or is based on allegations of CONSULTANT’S negligent performance or wrongdoing.

E. LOCAL AGENCY is not required to make any deductions or withholding from the compensation payable to CONSULTANT under the provisions of this AGREEMENT, and is not required to issue W-2 forms for income and employment tax purposes for any of CONSULTANT’S assigned personnel.

CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against LOCAL AGENCY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

G. Except as expressly authorized herein, CONSULTAN’S obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this contract shall be valid, unless made in writing and signed by the parties hereto; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II STATEMENT OF WORK
CONSULTANT agrees to perform the services as outlined in “Exhibit A –Scope of Services” within the time frames specified therein, and “Exhibit B – Consultant’s Cost Proposal” which are hereby DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 3
incorporated by reference and attached. In the performance of the Scope of Services for this contract, the responsible CONSULTANT professional engineer shall sign all plans, specifications and estimates and engineering data furnished under the AGREEMENT, including registration number.

ARTICLE III CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’S Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

C. This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the CONSULTANTS fee.

ARTICLE IV PERFORMANCE PERIOD
A. This contract shall go into effect on _______________ contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The contract shall end at the earlier of final Project construction or on 12/31/26 unless extended by contract amendment.

B. CONSULTANT is advised that any recommendation for contract award is not binding on LOCAL AGENCY until the contract is fully executed and approved by LOCAL AGENCY.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
TASK 1 -
A. The method of payment for PHASE I of this AGREEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment necessary to provide the services described in Article II Statement of Work.

No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the Project. In the instance of a change in the scope of work or scope of the Project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

C. CONSULTANT shall not commence performance of work or services until this contract has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AGREEMENT.

D. CONSULTANT will be reimbursed within 30 days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than 30 calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each phase and on each task as applicable. Invoices shall follow the format DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF May 20, 2021

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 4
stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and Project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase of this contract. The final invoice must be submitted within 60-calendar days after completion of CONSULTANT’s work, unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

Town of Los Gatos Parks and Public Works Department
ATTN: WooJae Kim, Town Engineer
Highway 17 Bicycle and Pedestrian Overcrossing Project
41 Miles Avenue
Los Gatos, CA 95030
E. The total amount payable by LOCAL AGENCY for PHASE I shall not exceed _$3,000,000_(Three million dollars).

PHASE II – PHASE II work shall not be awarded at this time. Future Phase II services, if requested, shall be incorporated to this agreement by contract amendment for approval by LOCAL AGENCY and the CONSULTANT. The following articles shall apply to a future Phase II contract amendment.

A. The method of payment for Phase II shall be at the rate specified for each item, as described in this Article. The specified rate shall include full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore.

B. The specified rate to be paid for vehicle expense for CONSULTANT’s field personnel, if any, shall be per approved Cost Proposal. The rates for fully equipped vehicle(s) shall be as specified in Article II Statement of Work, if applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal, if applicable.

C. The method of payment for Phase II of this AGREEMENT, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment-rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work.

CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead and other estimated costs set forth in the approved Cost Proposal, unless additional reimbursement is provided for, by contract amendment.

In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY approved overhead rate set forth in the approved Cost Proposal. In the event, LOCAL AGENCY determines that changed work from that specified in the approved Cost Proposal and AGREEMENT is required; the actual costs reimbursable by LOCAL AGENCY may be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “J,” shall not be exceeded unless authorized by AGREEMENT amendment.

D. In addition to the allowable costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(0) The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

E. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 5
F. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

G. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

H. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

I. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each Project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and Project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase of this contract. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

Town of Los Gatos Parks and Public Works Department
ATTN: Woo Jae Kim/Town Engineer
Highway 17 Bicycle and Pedestrian Overcrossing Project
41 Miles Avenue
Los Gatos, CA 95030
J. The total amount payable by LOCAL AGENCY for Phase II shall be as specified by a future contract amendment.

K. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by LOCAL AGENCY’s Contract Administrator.

L. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY provided that LOCAL AGENCY gives not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawing and data estimates performed to that date, whether complete or not.

B. LOCAL AGENCY may temporarily suspend the AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination. If the duration of the temporary suspension exceeds 180 calendar days, this AGREEMENT may be terminated by DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 6
CONSULTANT provided that CONSULTANT gives not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by LOCAL AGENCY by virtue of any breach of this AGREEMENT by CONSULTANT, and LOCAL AGENCY may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due LOCAL AGENCY from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT.

Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

E. LOCAL AGENCY may terminate this contract with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, LOCAL AGENCY may proceed with the work in any manner deemed proper by LOCAL AGENCY. If LOCAL AGENCY terminates this contract with CONSULTANT, LOCAL AGENCY shall pay CONSULTANT the sum due to CONSULTANT under this contract prior to termination, unless the cost of completion to LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due CONSULTANT under this contract and the balance, if any, shall be paid to CONSULTANT upon demand.

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 or 48 CFR Part 31, are subject to repayment by CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CRF Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORDS/AUDIT
For the purpose of determining compliance with Government Code 8546.7; the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT, including but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’S Independent CPA, shall make such materials available at their respective offices at all reasonable times during the AGREEMENT period and for five (5) years from the date of final payment under the AGREEMENT. LOCAL AGENCY, Caltrans Auditor, FHWA, VTA, or any duly authorized representative of the Federal Government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of CONSULTANT, Subconsultants, and the CONSULTANT’S Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 7

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTS, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY contract administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the contract and disallowance of prior reimbursed costs.

E. CONSULTANT Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Caltrans’ Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During a Caltrans’ review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR, part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by IOAI.

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Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred and fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred and fifty percent (150%) and two hundred percent (200%) - the provisional rate will be eighty five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the provisional rate will be seventy five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA-audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA-audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. The CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY’S obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the CONSULTANT’S approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its subconsultants within fifteen (15) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY..

E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator in advance of assigning work to a subconsultant(s).

F. Prompt Progress Payment
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 9
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY designates the method below to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

Method 3: The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE
A. Prior authorization in writing, by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000) prior authorization by LOCAL AGENCY’s Contract Administrator; three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

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Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 10
C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. “CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the Project.

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction Project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY Projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this Project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct.

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Agreement for Consultant Services
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b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works Project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request.
b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775.

Pursuant to Labor Code §1775, the CONSULTANT and any subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 12
portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or subconsultant.

4. If a worker employed by a subconsultant on a public works Project is not paid the general prevailing per diem wages by the subconsultant, the prime CONSULTANT of the Project is not liable for the penalties described above unless the prime CONSULTANT had knowledge of that failure of the subconsultant to pay the specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the subconsultant for the performance of work on public works Projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the subconsultant to the employees by periodic review of the certified payroll records of the Sub-consultant.
c. Upon becoming aware of the Sub-consultant’s failure to pay the specified prevailing rate of wages to the subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the subconsultant for work performed on the public works Project. d. Prior to making final payment to the subconsultant for work performed on the public works Project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the subconsultant that the subconsultant had paid the specified general prevailing rate of per diem wages to the subconsultant’s employees on the public works Project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works Project within fifteen (15) calendar days of receipt of a complaint that a subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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Project # 19-818-0803 Page 13
the subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction Project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction Project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT.

CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction Project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the AGREEMENT without liability; to pay only for the value of the work actually performed; or to deduct from the AGREEMENT price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY STATE OR FEDERAL FUNDS FOR LOBBYING A. CONSULTANT certifies to the best of his or her knowledge and belief that:

1. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower-tier subagreements, which exceed one hundred thousand dollars ($100,000) and that all such sub recipients shall certify and disclose accordingly.

ARTICLE XVI NON DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status.

CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

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Agreement for Consultant Services
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C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and
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4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government Excluded Parties List System maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, The LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate good faith efforts to meet this goal. It is CONSULTANT’s responsibility to verify that the DBE firm is certified as DBE at date of proposal opening and document the record by printing out the California Unified Certification Program (CUCP) data for each DBE firm. A list of DBEs certified by the CUCP can be found here.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.  60 percent counts if the materials or supplies are purchased from a DBE regular dealer.  Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49CFR26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 12%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10-O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information – Good DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Substitution of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or substitute a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02 Consultant Contract DBE Commitment form, included in the Bid.

The LOCAL AGENCY authorizes a request to use other forces or sources of materials if CONSULTANT shows any of the following justifications:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the Project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the Project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent.

8. Listed DBE voluntarily withdraws with written notice from the Contract

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT shall notify the original DBE of the intent to use other forces or material sources and provide the reasons and provide the DBE with 5 days to respond to the notice and advise CONSULTANT and the LOCAL AGENCY of the reasons why the use of other forces or sources of materials should not occur.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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CONSULTANT’s request to use other forces or material sources must include:

1. One or more of the reasons listed in the preceding paragraph.

2. Notices from CONSULTANT to the DBE regarding the request.

3. Notices from the DBEs to CONSULTANT regarding the request.

If a listed DBE is terminated or substituted, CONSULTANT must make good faith efforts to find another DBE to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet or exceed the DBE goal.

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:  Name and business address of each 1st-tier subconsultant  Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier  Date of payment and total amount paid to each business (see Exhibit 9-F Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete a Disadvantaged Business Enterprises (DBE) Certification Status Change, Exhibit 17-O, form and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. A DBE is only eligible to be counted toward the AGREEMENT goal if it performs a commercially useful function (CUF) on the AGREEMENT. CUF must be evaluated on an agreement by agreement basis. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 19
quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the AGREEMENT is commensurate with the work it is actually performing, and other relevant factors.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or Project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant shall complete and email the Exhibit 9- F: Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to the Agency.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

ARTICLE XIX INSURANCE
A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance in compliance with the following:

Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General Comprehensive Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 20
ii. Consultant agrees to have and maintain, for the duration of the contract, bodily injury liability insurance herein provided for, which shall be in effect at all times during the term of this AGREEMENT.
iii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.
iv. Consultant shall provide to the LOCAL AGENCY all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the LOCAL AGENCY before work commences. The Certificate of Insurance will provide: 1.

That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY. 2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned. 3.

That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.
v. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement.

General Liability:
i. The LOCAL AGENCY, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects the LOCAL AGENCY, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the LOCAL AGENCY, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the LOCAL AGENCY, its officers, officials, employees or volunteers.
iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the LOCAL AGENCY. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

In the event said insurance coverage expires at any time or times during the term of this DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 21
AGREEMENT, CONSULTANT agrees to provide a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.

Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the LOCAL AGENCY before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees.

B. CONSULTANT agrees that the insurance herein provided for, shall be in effect at all times during the term of this contract. In the event said insurance coverage expires at any time or times during the term of this contract, CONSULTANT agrees to provide at least thirty (30) days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the contract, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this contract upon occurrence of such event.

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only, if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended only by mutual written agreement of the parties.

B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’S Contract Administrator.

C. There shall be no change in CONSULTANT’s Project Manager or members of the Project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’S Contract Administrator.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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Project # 19-818-0803 Page 22

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after fortyfive (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and Parks and Public Works Director, who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the Project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction Project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the Project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession.

Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other Project except the one detailed in this Contract.

Any reuse by City for another Project or Project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 24
CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

E. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the contract record.

ARTICLE XXXI PROMPT PAYMENT FROM THE LOCAL AGENCY TO CONSULTANT The LOCAL AGENCY shall make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the contractor, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied.

Upon receipt of a payment request, the LOCAL AGENCY shall act in accordance with both of the following:
1) Each payment request shall be reviewed by the LOCAL AGENCY as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request. 2) Any payment request determined not to be a proper payment request suitable for payment shall be returned to CONSULTANT as soon as practicable, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 25

ARTICLE XXXII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT: ____Natalina V. Bernardi, PE_______________ (NAME)
ATTN:___Jaggi Bhandal_____________________
(Project Manager)
______1730 N. First Street, Suite 600__________
_______San Jose, CA 95112_________________
(ADDRESS)
LOCAL AGENCY: Parks and Public Works Department
ATTN: WooJae Kim, Town Engineer, Contract Administrator 41 Miles Avenue
Los Gatos, CA 95030

ARTICLE XXXIII CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMENT constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the signatures below.

ATTACHMENTS:

EXHIBIT A – SCOPE OF SERVICES
EXHIBIT B – CONSULTANT’S COST PROPOSAL
EXHIBIT 10-O2 - Consultant Contract DBE Information

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Agreement for Consultant Services
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Project # 19-818-0803 Page 26

ARTICLE XXXIV SIGNATURES
Recommended by Department Head:
_________________________
Matt Morley, Parks and Public Works Director
IN WITNESS WHEREOF, THE LOCAL AGENCY AND CONSULTANT HAVE EXECUTED THIS AGREEMENT.

TOWN OF LOS GATOS by:
_________________________
Laurel Prevetti, Town Manager
CONSULTANT by:
__________________________________________
Signature
___________________________________________
Printed Name and Title
Approved as to Form:
__________________________________________
Robert Schultz, Town Attorney
Attest:
__________________________________________
Shelley Neis, CMC, Town Clerk
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF 5/12/2021
Natalina V. Bernardi, Principal / Vice President
5/13/2021
5/18/2021
5/20/2021
5/20/2021

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 1
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803

PROJECT SCOPE OF SERVICES
PHASE I - ENGINEERING DESIGN SERVICES AND ENVIRONMENTAL CLEARANCES:

The BKF Team will provide all design services, including but not limited to: Project management; preliminary engineering; environmental studies and clearances; utility coordination and right-ofway; permits and coordination with other agencies; surveys and mapping; geotechnical investigations and reports; structural and final design and development of all contract documents; bid support and obtaining the authorization to proceed to construction from Caltrans for the Highway 17 Bicycle and Pedestrian Overcrossing Project as more specifically described as follows.

Where appropriate professional engineer shall sign all plans, specifications and estimates and engineering data furnished under the scope of services, including registration number.  Task A.1 Project Management - The BKF Team will provide the necessary Project coordination, administration, management and interfacing with the Town, Caltrans, and other internal/external stakeholders to achieve Project objective. The BKF Team will proactively provide direction to the Town regarding the Project tasks necessary to deliver the federally funded Project consistent with Caltrans permitting requirements and federal reimbursement requirements. The BKF Team will be responsible for Project management activities throughout the life of the contract. The scope of these activities includes, but is not limited to, ▪ provide, distribute, and maintain contact information for all Project team members ▪ coordinate and schedule meetings/conference calls as needed ▪ prepare and distribute meeting minutes
▪ itemize, track, and pursue all Project action items to completion ▪ develop and maintain the Project schedule, report on Project progress ▪ manage Subconsultant activities to remain on schedule, ▪ supervise, coordinate, and monitor design for conformance with all current applicable design standards from the Town, AASHTO, Caltrans Design Standards and Specifications, California Building Code, and any affected utilities ▪ supervise, coordinate, and monitor the design for conformance with permit requirements from Caltrans, VTA, and utility companies
▪ conduct field reviews as needed
▪ prepare and track Town’s submissions to Caltrans
▪ provide internal quality control checks and document quality control actions conducted for the Project
▪ conduct cross-checking to avoid potential conflicts between various subconsultant’s work ▪ develop Project filing and record keeping system for Project files for a period of 5 years ▪ develop a list of Project stakeholders for coordination during Project design ▪ assist the Town with grant funding pursuits for project construction. BKF understands that the Town will lead these funding pursuit efforts, but will provide minimal support (project information, exhibits, etc).

Deliverables: Meeting minutes, schedule, progress reports, action item logs, tracking spreadsheets, Caltrans submissions and other items resulting from the BKF Team’s Project management duties
 Task A.2 Data Collection and Review - The BKF Team will obtain and collect data as needed to develop general Project design concepts and related activities needed to establish the parameters for final design, such as, existing topography/geometrics, grading and drainage considerations, geotechnical/retaining wall considerations, structural engineering and proposed bridge structure, ADA considerations, extent of required demolition activities, construction phasing/staging, environmental and future maintenance considerations. The scope of these activities includes, but is not limited to, (items to be provided by the Town or items on the Town’s Project webpage are as indicated below). ▪ Complete an extensive site review/existing conditions assessment of the Project area ▪ Collect and review existing background information regarding the Project including:
 Town’s adopted Bicycle and Pedestrian Master Plan and Update (see Attachment 3)  Highway 17 Bicycle and Pedestrian Overcrossing Feasibility Analysis (see Attachment 3)
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 2
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
 Funding Agreement between the Town of Los Gatos and Santa Clara Valley Transportation Agency for the Bicycle and Pedestrian Overcrossing Over Highway 17 (see Attachment 3)
 Caltrans Local Procedures Manual
 Plans for existing utilities in Project area
 Development plans for adjacent properties – (Town to provide)  Proposed developments in the Project vicinity (Town to provide) and potential Project impacts
 Street improvement plans, including signalized intersections (Town to provide)  Aerial photos and any available mapping, including digitized topography  Survey control data
 ROW information, including Caltrans right of way documents, existing easements, etc.
 Existing as-built information from the Town, Caltrans, property owners, local agencies, utility companies, and other organizations
 Existing Blossom Hill Road Highway 17 Overcrossing bridge structure plans and geotechnical information
 Geologic and soil literature in the Project vicinity
 Design standards and codes applicable to the Project
 Town’s Standard Specifications and Details for Construction, 2010 Caltrans Standard Specifications and Standard Plans, and applicable portions of the MUTCD and California MUTCD, and other controlling design standards as appropriate
 Americans with Disabilities Act (ADA) requirements
 Connect Los Gatos webpage and Highway 17 Bicycle and Pedestrian Overcrossing Project page
 Minutes from Project related community meetings
▪ Based on existing conditions and Project objectives, determine required permits and permit requirements necessary for successful completion of Project and review permit applications and requirements
▪ Based on the data collected and site evaluations, review the preliminary layout as presented in the feasibility study, verify assumptions, and confirm consistency with the Project’s objectives and budget.
▪ Based on information collected, prepare a summary or diagram of existing conditions highlighting any special/potential conditions that may affect the final design (opportunities and constraints diagram)
Deliverables: Video of existing site conditions, listing of all potentially required permits, opportunities and constraints diagram
 Task A.3 Surveys and Base Mapping - The BKF Team will be responsible for data collection, and all mapping and surveying necessary to complete a comprehensive base map and other plans as indicated below. The scope of a comprehensive base map and survey includes setting Project benchmarks and establishing control for Project layout and construction, aerial photogrammetry, design level topographic surveys, identification of all public right-of-way, adjacent parcels, property lines, easements, and existing utility locations. The extent of the topographical surveying and mapping shall extend a minimum of 10’ or more beyond the existing Blossom Hill Road right of way to show adequate conforms to existing conditions and proper future drainage. Existing conditions mapping shall include appropriate data collected in Task A.2.
▪ The BKF Team shall conduct a detailed field survey to review and record existing conditions in the Project area and shall identify any unusual or special conditions that may affect the design or construction of the Project. The field survey for the Project area shall include at a minimum, the location of all existing above and below grade facilities, including but not limited to, roadways, signing/striping, medians, traffic signals and appurtenances, fire hydrants, street lights, retaining walls, sidewalks, curbs, gutters, ramps, SR 17 overcrossing structure including the embankments and structural components, fences, gates, utilities, flood control facilities, waterways, outfalls, trees DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 3
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
greater than 6” DBH, and any existing irrigation facilities. ▪ The BKF Team shall review data and survey information collected with proposed Project layout and shall complete physical verification of utility locations in areas of potential conflict. The BKF Team shall obtain all permits and approvals necessary to complete the potholing operations. Results of potholing shall be included on the Utilities Base Map. ▪ Based on the survey and data collected, the BKF Team shall prepare one or more existing conditions base maps, at a scale of 1”=20’ for use in the Project design and community meetings, including
 Existing Conditions Base Map
 Existing Utilities Base Map
 Existing Tree Plan - the BKF Team shall prepare a separate plan showing the location and number of existing trees over 6” DBH, including size, species, and location.
 Right of Way Map – showing location of all property lines and easements within or immediately adjacent to the Project area.

Deliverables: Survey data sheets, base map(s) and plans in AutoCAD format– including Existing Conditions Base Map, Existing Utilities Base Map, Tree Locations and Right of Way Map  Task A.4 Stakeholder Coordination and Project Permits - The BKF Team shall identify all Project stakeholders and shall take actions necessary to coordinate Project design with the Town and Project stakeholders. Meetings with the stakeholders, including the Town, Town Council and Commissions, community members, Caltrans, VTA, any affected utilities, and any affected private properties will be included in this scope of work and shall include preparing and providing supporting documents, reports, and exhibits. The BKF Team shall determine the need for permits to allow for the ultimate construction of the Project, including a Caltrans encroachment permit, and any other permits deemed necessary for construction access and staging areas and shall prepare required applications, documents, and reports to allow the Town to obtain the Project permits in a timely manner. Design of the Project is to remain within the existing public and Caltrans right of way, however, the BKF Team will identify any conform or other activities that may need to temporarily take place on private property, and will coordinate with adjacent property owners to obtain clearances for such activities. The BKF Team shall coordination permits necessary for geotechnical drilling operations and USA clearances.

Caltrans Coordination: The BKF Team will take the lead and coordinate with Caltrans and the Town to prepare a Project Initiation Document (PID), Project Study Report-Project Development Study (PSR-PSD), Project Approval & Environmental Document (PA&ED), and final PS&E including all reports and documentation required by Caltrans in order to obtain a Caltrans encroachment permit for the Project. To start the coordination process, BKF will assist the Town in obtaining a Cooperative Agreement with Caltrans to start the PID phase.

The PID shall comply with the Caltrans standard PSR-PDS requirements and will include the overall site plan and typical conceptual cross-sections for the alternatives identified in the feasibility study. The BKF Team will assist the Town in the development of the necessary Cooperative Agreements with Caltrans for the PID, PA/ED, and PS&E phases. The BKF Team will schedule and hold meetings as needed with Caltrans and shall also schedule and hold regular Project team coordination meetings with Caltrans and shall prepare the meeting agendas, minutes, and action items. It will be the BKF Team’s responsibility to prepare, implement and monitor a realistic schedule of the activities necessary, to lead the Town through the PID, PA/ED, and PS&E phases of the Project. BKF will also assist the Town in the execution of a Maintenance Agreement for the proposed project improvements and supporting exhibits necessary to complete the agreement.

Deliverables: Approved PID, PA/ED, and PS&E; Project team meeting agendas, minutes, action item lists, Caltrans encroachment permit for Project construction.

Selection of Preferred Bridge Type: The feasibility study has identified three feasible types of bridge structures for consideration. The BKF Team understands that the Town DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 4
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
plans to only move forward with the concrete and steel truss bridge options identified in the feasibility study. BKF will develop each concept further and shall assist the Town in the presentation of these two alternatives to the community, the Town’s Complete Streets and Transportation Commission and the Town Council. The BKF Team will lead the Town’s effort to develop a consensus regarding the final bridge type for advancing into the final design process. This process is to take place concurrently with the development of the Project Initiation Document (PID), and shall result in the Town Council’s selection of the final bridge type prior to the completion of the PID phase. The following tasks are anticipated for the selection of the preferred bridge structure:
▪ Prepare a Principal Span Structure Selection Matrix including structure type, anticipated costs, key opportunities and constraints for each bridge type ▪ Define embankments (if any), retaining walls/sound walls (if any), supports, main span and approach structure geometrics
▪ Geometric alignment and clearances, including bridge and approaches with a focus on geometric plans through Caltrans right of way. The geometric design for the bridge and approaches through Caltrans right of way will be developed based on project objectives, the constraints and the Town’s and Caltrans design standards. Adequate detail will be provided so that assessments and evaluations can be made and discussed.
▪ Refine each alternative to show impacts to adjacent properties and relationship to adjacent property lines
▪ Provide diagrams and plans showing the movement of bicycle and pedestrians across the structures and through the adjacent intersections and across bridge structure
▪ Develop additional perspectives for each bridge structure showing:
 Viewer friendly plans showing proposed alignment, profiles, and crosssections of each bridge alternative  Visual simulation/view of each bridge structure from both south and northbound SR 17
 Visual simulation/view of each bridge from the user’s perspective both east and west bound directions
 Potential additional architectural features or opportunities for each bridge type including pedestrian and bicycle railings, lighting concepts, and potential incorporation of public art features.
 Landscape and urban design concepts
 Refine basic cost estimate for each bridge type
▪ Assist the Town in a community workshop(s) to review bridge types and determine community preference
▪ Assist the Town in presentations to the Parks and Recreation Commission, the Complete Streets and Transportation Commission, and Town Council to determine the final bridge type.

In advance of the 35% phase, the BKF Team will develop Bridge APS submittal for the Town’s and Caltrans review and approval. The team will perform necessary modeling and analysis to support member sizing. The Bridge APS shall be performed in accordance with Caltrans Bridge Memo to Designers 1-8. The APS shall consist of one structure plan sheet showing general structure layout details and estimated cost, preliminary geotechnical memorandum, APS checklists, design memorandum, and itemized cost estimates. There will be no APS sheets developed for the retaining structures unless these walls are very unusual in characteristic and type.

Deliverables: Opportunities and constraints diagrams, visual simulations, plans, profiles, crosssection, meeting presentations, cost estimates, APS.

Community Engagement: With assistance from the BKF Team, Town staff will implement and lead the Project’s Community Engagement Plan. The BKF Team shall develop and implement a robust community engagement process, attend and provide support to Town staff in public outreach efforts, and facilitate community meetings to obtain input on the proposed design. The BKF Team will develop all necessary meeting materials including graphics, presentations slides, handouts, drawings, graphic boards, etc. for each meeting, as DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 5
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
appropriate. BKF will conduct a “pre-meeting planning session” with the Town via teleconference before each meeting to review materials. The BKF Team will provide minutes for all meetings. A minimum of eighteen (18) public outreach activities are anticipated per the RFP. The following public activities are preliminary proposed into three broad phases: 1) Technical Translation Phase to build and test educational materials, 2) Stakeholder Engagement Phase to interact directly with specific key groups such as adjacent homeowners, nearby schools, and other specific organizations, to address their key concerns and 3) General Public Phase to engage the broader public to ensure understanding of the project, the community preferences, and forthcoming design and construction schedule. The following list includes public meetings and other engagement activities anticipated during and after the Structural Design and Aesthetic Evaluation Study. Specific community engagement activities required of the BKF Team are anticipated to include the following:
▪ Stakeholder Engagement Materials: The BKF Team will provide supporting documents and exhibits for the Town’s use in stakeholder notifications. ▪ Stakeholder and Contact Database: The BKF Team shall collaborate with Town staff to build onto any existing contact list to include key individuals, organizations, and agencies to engage.
▪ Community Engagement Strategy: Working with Town staff, the BKF Team shall define key outreach activities, their sequence, and their likely schedule. ▪ Project Informational Materials: The BKF Team shall develop materials to help educate the community about the project and potentially promote input activities, typically including a Project Fact Sheet, FAQ sheet, and flyer template, or other information that can be posted to the Town’s website.
▪ Stakeholder Interviews: The BKF Team shall interview specific individuals and community champions representing key stakeholder groups or constituencies early in the process to identify concerns and early design preferences or parameters. ▪ Stakeholder Group Meetings: The BKF Team shall coordinate and present at stakeholder meetings. Among the possibilities include advisory group meetings, neighborhood group meetings, the chamber of commerce, school PTA meetings, service clubs (Kiwanis, Rotary, Lions, etc.), or employee groups. ▪ Community Meeting and Workshops: The BKF Team and Town shall develop a list of key Project milestones for community input and workshops. The Town shall arrange venues – if health guidelines allow - for workshops and shall notify stakeholders of meetings and workshops, however the BKF Team will be prepared to facilitate the community discussion/workshops and Commission/Council presentations and shall provide supporting documentation and visual aids. Workshops and meetings will be conducted as virtual events if shelter in place protocols remain. Visual aids shall include renderings and visual simulations of major Project elements. All Project materials shall include the appropriate Measure B logo and acknowledgements. The BKF Team will provide meeting summaries and follow up on outstanding comments or issues. It is anticipated that the community meetings, workshops, and presentations will be required at the following Project milestones:
 Preferred Bridge Type Selection – Two (2) community workshops, plus four (4) Council or other Commission presentations
 Community/Commission Design Reviews– minimum of two (2) each at PID, PA/ED, 35% design, 65% design, and 95% design
 Town Council presentation at 35% and at 100% complete PS&E ▪ On-line Engagement: the BKF Team shall provide periodic progress updates for the Town to post on the Project web-page.
▪ Online Preference Setting Activity: To reach the broader Los Gatos community beyond those attending in-person, an online activity, potentially a graphics – or mapbased survey is proposed to help garner community input and ideas, and to help hone in on a design alternative.
▪ Town Council Meetings: The BKF Team shall attend and assist in presentations in up to a total of two (2) Town Council meetings. These meetings shall be planned at the Town’s staff’s discretion.

Deliverables: Workshops and presentations (18 total), agendas, visual aids/visual simulations, renderings, meeting summaries, follow-up as needed,
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 6
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
VTA Coordination: the BKF Team assumes the Town will facilitate all coordination efforts with the VTA for this Project, however, BKF will provide support as outlined below:
▪ Include insurance coverage and endorsements as required by VTA funding agreement. The Project must include Measure B branding/logo in work released to the public and in project construction/specifications.
▪ The BKF Team shall allow VTA a minimum of thirty (30) calendar days to review and provide comments and shall include such review time in the master Project schedule.

VTA’s comments must be considered in the final design phase of the Project. The BKF Team shall provide back-up information as necessary for any VTA comment that will not be incorporated into the final design documents. BKF assumes that the Town will lead/facilitate reviews with the VTA.
▪ Submit to the Town all records including invoices, miscellaneous invoices, and force account charges as substantiation for invoices submitted to VTA for reimbursement hereunder.
▪ Maintain financial records, books, documents, papers, accounting records, and other evidence pertaining to costs related to the Project for five (5) years. The BKF Team shall make such records available to VTA and the Town upon written request for review and audit purposes. Financial audits may be performed at VTA’s sole discretion.

Deliverables: Written responses to VTA review comments.

Utility Coordination – The complete effort for utility coordination is to include accurately identifying and mapping of existing utilities, identifying and defining any relocations or modifications required by the Project, and documenting utilities in accordance with Caltrans policies, and coordinating any future utility requirements for the Project. ▪ Coordinate with all utility companies early in Project to identify and confirm any potential conflicts with the Project.
▪ Submit proposed plans to utility companies as necessary for review in accordance with utility requirements.
▪ Complete potholing to verify location of utilities in potential conflict areas. ▪ Coordinate any necessary utility relocations, including and temporary relocation of the utility facilities, as needed, for bridge installation or other construction considerations. ▪ Coordinate with PG&E and the SJWC for future power and water service points needed for the Project.
▪ Develop and maintain a list of utility contacts and relocation tracking database for the Project design and construction activities.
▪ Prepare Utility A, B, and C letters.
▪ Conduct utility coordination meetings, prepare agendas, minutes, and track action items.
▪ Prepare utility conflict maps clearly delineating existing and proposed utilities in current and final locations.
▪ Provide support to the Town for the utility relocation process, determining liability for the costs associated with necessary relocations.
▪ Prepare necessary Utility Agreements.
▪ Incorporate relocation activities into Project schedule. ▪ Certify that all utility conflicts are addressed and other actions necessary to obtain the Utility Certification as part of the ROW Certification.

Deliverables: A, B, C, letters and utility certifications, agreements, permits, clearances as required to obtain the Caltrans encroachment permit and for construction of the Project, meeting minutes, utility contact list.
 Task A.5 Environmental Studies and Documentation – CEQA and NEPA The BKF Team will complete all required environmental reviews and obtain all environmental clearances to allow the Project to move forward into construction. All environmental documents and reports, studies and public noticing shall be conducted according to the DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
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Exhibit A - Scope of Services 7
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
provisions of the California Environmental Quality Act (CEQA) and the National Environmental Protection Act (NEPA).

For CEQA clearance, David J. Powers & Associates, Inc. (DJP&A) will prepare an Initial Study pursuant to the requirements of CEQA and the Town of Los Gatos. This scope assumes the Initial Study will not be circulated for public review; instead, upon completion of the Initial Study, the Town will determine the project is categorically or statutorily exempt from the provisions of CEQA. In addition, with the recent passing of Senate Bill 288, Public Resources Code Section 21080.20 now exempts bicycle and pedestrian facility projects. Therefore, DJP&A believes the project would be statutorily exempt under CEQA. For the purposes of this proposal, the BKF Team assumes the Town will be designated as the CEQA lead agency.

NEPA clearance will be required due to the future federal funding for construction of the Project. The BKF Team will work with Caltrans (the lead for the NEPA process) and the Town, and complete all technical memorandums and studies as identified by Caltrans through the Preliminary Environmental Studies (PES) and Field Review process. For the purpose of this proposal, the BKF Team assumes the appropriate filing for NEPA will be a Categorical Exclusion under NEPA (23 CFR 771.117; (c) (3): Construction of bicycle and pedestrian lanes, paths, and facilities.

Based on the DJP&A’s recent experience working on Caltrans Local Assistance Projects in the greater Bay Area, DJP&A believes Caltrans will require preparation of the following technical memos for the bicycle and pedestrian overcrossing. The actual studies to be completed will be determined by Caltrans upon completion of the PES and field review meeting:
▪ Traffic Technical Memo
▪ Air Quality PM2.5 Exemption
▪ Water Quality Technical Memo
▪ Natural Environmental Study (Minimal Impact)
▪ Archaeological Survey Report
▪ Equipment Staging Technical Memo
▪ Initial Site Assessment
▪ Visual Impact Assessment (Moderate Impact)
DJP&A will prepare the air quality, traffic, equipment staging, and water quality memos based on information provided by the Town and BKF.

The Natural Environmental Study (Minimal Impact), Archaeological Survey Report and Historic Property Survey Report, and Visual Impact Assessment (Moderate Impact) will be prepared by H.T. Harvey & Associates, Archaeological Historic Consultants, and Earthview Sciences, respectively, under contract to DJP&A.

The Natural Environmental Study (Minimal Impact) will characterize the existing conditions, and determine the potential project impacts to sensitive biological resources. A wetland delineation is not included in this scope.

The Archeological Survey Report will include a summary of records search results and Native American consultations. The Historic Property Survey Report (HPSR) will report the findings of any documented historic resources located within the project limits and a summary of the findings of the Archeological Survey Report, which will be included as an attachment to the HPSR.

The Visual Impact Assessment will evaluate up to three views, based on photosimulations to be prepared under separate contract and provided to DJP&A. Earthview Sciences will participate in consultation with Caltrans and Town staff for viewpoint selection.

The Phase I Initial Site Assessment will be prepared by Parikh for the proposed project.

ASTM recommends a 1.0-mile radius for the data search. Environmental Data Research Inc. (EDR Inc.) report study will be ordered using an approximate center of the project. The ISA DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
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Exhibit A - Scope of Services 8
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
study will be prepared to identify potential hazardous waste sites and evaluate environmental factors that may have impacted the soil groundwater quality within the project limits. The study will include data collection and documents research including historical land use based on study of aerial photographs and other relevant documents. No field exploration and/or testing are included in this phase of the work.

The studies and memos will be prepared based on Caltrans’ Standard Environmental Reference (SER) and submitted to the Town and BKF for review. DJP&A will revise the memos once and submit them back to the Town for submittal to Caltrans. Based upon review comments by Caltrans, DJP&A and its subconsultants (H.T. Harvey & Associates, Archaeological Historic Consultants, and Earthview Sciences), with concurrence from the Town, will revise the memos once for resubmittal to Caltrans. Once the memos are deemed complete by Caltrans, Caltrans will issue the NEPA Categorical Exclusion for use by the Town in obtaining federal funding.

Note the technical memos and reports will also be used to support the CEQA Categorical Exemption.

For the purpose of this proposal, the BKF Team assumes the following:
▪ The Project will not include work outside of existing Town or Caltrans right-of-way. ▪ The NEPA and CEQA process will be limited to the evaluation of one build alternative. ▪ The Project description will not change.
▪ The Project will not impact threatened or endangered plant or animal species, or habitat utilized by such species.
▪ No private property will be affected by the Project.
▪ The Project will use Tier 4 construction equipment and construction air quality analysis will be qualitative.
▪ All construction staging will occur on paved surfaces within Town right-of-way. ▪ BKF will provide information on tree location and diameter. ▪ BKF will provide information on construction staging, duration, equipment use, etc. ▪ Completion of an Extended Phase I (i.e., subsurface archaeological testing) will not be required.

Regulatory Agency Permits – The BKF Team assumes the project will not need regulatory agency permits from the San Francisco Regional Water Quality Control Board or California Department of Fish and Wildlife because there are no wetlands or riparian habitat within or immediately adjacent to the project alignment.

Deliverables to include: Initial Study, Notice of Exemption, Preliminary Environmental Studies form, traffic technical memo, air quality PM2.5 exemption confirmation, water quality technical memo, Natural Environmental Study (Minimal Impact), Archaeological Survey Report, Equipment Staging Technical Memo, Initial Site Assessment Visual Impact Assessment (Moderate Impact).
 Task A.6 Geotechnical Investigations and Reports - The BKF Team will conduct geotechnical investigations as necessary to ensure that all geotechnical data within the Project area that may affect the final design and construction of the Project are identified and addressed per the Caltrans encroachment permit requirements and in the final design of the Project. The specific project elements that will require geotechnical studies are listed below:
▪ New bridge POC structure, Caltrans Review
▪ Retaining Walls, embankments, slopes and trail pavement (Non-Caltrans ROW) The following proposed geotechnical studies are planned to be performed during PA/ED Phase:
▪ Preliminary Foundation Report (PFR): Preliminary Foundation Report will be prepared for the POC over Highway 17. The PFR will be prepared in accordance with Caltrans guidelines and will include discussions on potential DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
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Exhibit A - Scope of Services 9
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
geotechnical/geologic impacts and mitigations on a broad basis including but not limited to slope stability, geology, seismic impacts, erosion, groundwater conditions, etc. for the proposed bridge structure. Certain design assumptions are made as to the type of foundations, approximate pile length. Generally, the geotechnical issues relevant to the proposed project are presented in a qualitative manner with no specific design recommendations. Subsequently, during the PS&E phase a more detailed Foundation Report will be prepared for the bridge. ▪ Preliminary Geotechnical Design Report (PGDR): The project proposes to include retaining walls and slope cuts, embankments and pavement for the trail work. However, this work is outside of the Caltrans ROW. To simplify the process, Parikh will prepare a combined report that covers these elements as a PGDR.

A Preliminary Geotechnical Design Report is proposed for the roadway pavement, retaining walls, slopes and other civil design features. The review will be based on readily available data including as-built Log of Test Borings from the previous geotechnical reports and other Agency records. The potential geotechnical/geologic impacts and mitigations will be discussed on a broad basis including but not limited to slope stability, geology, seismic impacts, erosion, groundwater conditions, etc. for the proposed project. Wall foundation types will be based on Caltrans standard design guidelines. Generally, the geotechnical issues relevant to the proposed project are presented in a qualitative manner with no specific design recommendations.

Overall scope of work during PS&E Phase will include preparation of a Geotechnical Design Report for the roadway work, slopes, retaining walls and embankments. A separate foundation report will be prepared for the overcrossing of Highway 17. The proposed retaining walls are not located within the Caltrans right-of-way; therefore, separate foundation reports are NOT proposed for each of these walls.

The following proposed geotechnical studies are planned to be performed during PS&E Phase:
▪ Foundation Report and Log of Test Borings (Bridge): Parikh will prepare foundation report and log of test borings for the POC structure. Existing borings and CPT data from the Caltrans database will be used as a reference. Additional borings will be required for the new structure. Following is a task breakdown for the proposed work.
 Research and Data Collection: Review of readily available geologic and soil literature in the vicinity of the site including review of any as-builts drawings and existing LOTB.
 Permits/USA Clearances: Comply with the Caltrans Permit requirements.

Encroachment permits will be processed with Caltrans for field investigations within Caltrans R/W. The BKF Team assumes encroachments within the Town will follow is streamlined process with fees waived.  Field locate the borings and call for USA clearance.
 Field Exploration: Due to limited access, steep terrain and need for deeper exploration portable rigs are not feasible. There are three potential locations identified for the bridge project. One median boring will be included in this program that will require potentially night work and lane closures. This will be dictated by the Permit Engineer. The borings are proposed to a depth of 100’ or refusal. One exploration per working shift is assumed. These explorations will provide an evaluation of subsurface conditions for the proposed structures. Traffic control is assumed for 1 shift.
 The boring locations will depend upon the available access and the boring data from previous studies. We anticipate using a truck-mounted rig for majority of the work. Coordination and encroachment/permit to enter is to be provided by the client. Some private access and permits may be required.
 Classify and continuously log subsurface soil conditions encountered in DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
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Exhibit A - Scope of Services 10
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
each test boring at the time of drilling. Obtain “relatively undisturbed” and bulk samples of substrata from test borings. The borings will be drilled and capped in accordance with the permit requirements.
 Laboratory Testing: Perform laboratory tests on representative soil samples such as moisture density, consolidation tests, unconfined compression, gradation analyses, corrosion tests and Plasticity Index test, as necessary.
 Soils Analysis/Evaluation: Perform engineering analyses and develop design recommendations for the proposed structure foundation design.

The design should follow AASHTO LRFD specifications (8th edition, September 2017) with California amendment 2019.
 Prepare Draft Preliminary Foundation Reports (Type Selection) for the bridge structure. Prepare preliminary recommendations for the overcrossing and provide Draft Foundation Report with the LOTB. The foundation design will be based on analyses using Caltrans seismic design and LRFD guidelines.
 Discuss seismic considerations, evaluate the liquefaction potential and comment on the site soil conditions from this standpoint. Information related to Caltrans Seismic design criteria (SDC v 2.0) shall be provided.

Information related to the recently revised Seismic design guidelines (2019) and the ARS curves (using Caltrans ARS online tool) will be provided.
 Prepare Foundation Report for the overcrossing structure. LOTB will be prepared using the general plan as a base map.
▪ Geotechnical Design Report (one report within Town right-of-way):

PARIKH will prepare a separate Geotechnical Design Report (GDR). The GDR will include retaining walls, slope stability analyses and trail. Detail scope for preparing this report is as follows:
 Research and Data Collection: Review of additional available geologic and soil literature in the vicinity of the site.
 Permits/USA Clearances: Work will comply with the Town’s Permit requirements. Encroachment permits (Town/private) will be provided by the client.
 Boring locations will be located for USA clearance.
 Field Exploration: The boring program will include 4 explorations to 30 feet deep for the proposed walls and the slopes. These are planned with track mounted field equipment. These explorations will provide an evaluation of subsurface conditions for the proposed cut and fill walls and slopes. The boring locations will depend upon the available access and any permit conditions. No traffic control is assumed at this time as most of the work will be off the travel areas.
 Classify and log subsurface soil conditions encountered in each test boring at the time of drilling. Obtain “relatively undisturbed” and bulk samples of substrata from test borings. The borings will be drilled and capped in accordance with the permit requirements. Generally, the borings are required to be backfilled with cement grout.
 Laboratory Testing: Perform laboratory tests on representative soil samples such as moisture density, unconfined compression, gradation analyses, corrosion tests and Plasticity Index test, as necessary.  Soils Analysis/Evaluation: Perform engineering analyses and develop design recommendations for the proposed retaining walls, slopes, embankments, and pavement design.
 Prepare Draft Geotechnical Design Report: Prepare preliminary recommendations including retaining wall design parameters, possible MSE wall option, slope stability recommendations and pavement section. Draft LOTB will be included in the report.
 Prepare final Geotechnical Design Report: Final GDR will include response to review comments from agency. Final design recommendations will be based on the updated design requirements. Log of Test Borings will be prepared using the general plan as a base map.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 11
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
▪ Prepare Phase II ISA: The Phase II ISA will include the following field activities and laboratory analysis:
 Field Activities will include the following:
o Advance up to 8 hand-auger borings to 2.5 ft bgs.
o Collect 3 soil samples per boring (total 24 samples)
 Analytical Laboratory Analyses (Standard Laboratory Turnaround Time):
o 18 soil samples for Total Lead
o 6 soil samples for CAM 17 Metals
o 8 samples for TPHg
o 8 samples for TPHd/mo
o 4 samples for Organochlorine Pesticides
o 1 sample for Volatile Organic Compounds
o 1 sample for Semi-Volatile Organic Compounds
o 1 sample for Polychlorinated Biphenyls
o 4 samples for Naturally Occurring Asbestos
 Prepare Site Investigation Report
Deliverables: Draft and Final Preliminary Geotechnical Design Report (PGDR), Draft and Final Preliminary Foundation Report (PFR), Draft Geotechnical Design Report (Town right-of-way), Draft Foundation Report for POC (Caltrans), Final Geotechnical Design Report (Town right-of-way), Final Foundation Report for POC (Caltrans).
 Task A.7 35% PS&E – The preliminary 35% design is intended to allow the Town, Caltrans, the community, and other stakeholders to review and comment based upon the basic design concepts early in the design process to minimize change in subsequent tasks.

Plan development shall be based on the base mapping, data collection, and other determinations that are developed through the Environmental and PID and PA/ED phases.

The BKF Team shall prepare the 35% design and submit to stakeholders for review and comment at community, commission, and Council meetings. Stakeholder comments shall be addressed in writing by the BKF Team prior to continuation of the design to the next level.

For scoping purposes, the BKF Team assumes that the basic structural configuration and concept, is limited to the concrete box girder and steel truss options identified in the Feasibility Study will be the preferred bridge type over Highway 17. The preliminary 35% design will include the following:

Preliminary Transportation Management Plan (TMP): TJKM will prepare a TMP Data Sheet to include proper cost, scope, and scheduling of the TMP activities at this early stage of development as required by the Caltrans PSR-PDS guidelines.

Basis of Design Memorandum: The BKF Team will confirm the applicable Town, Caltrans, other applicable jurisdictional standards and guidelines to be implemented and considered for the design of the pedestrian and bicycle overcrossing. The applicable standards and criteria set for the Project design will be described and culminated in a Design Basis Memorandum.

Preliminary Plans: The BKF Team shall refine the initial concept designs and prepare preliminary design plans (35%) for the preferred alternative based on community and Town input showing architectural and civil plans, structure elevations, sections, any artwork, lighting, and fence/railing elements, horizontal control lines, vertical profiles and superelevations, grading and drainage, structure location and wall limits, utility impacts, and rightof-way/construction easement impacts.

Preliminary Cost Estimates: The BKF Team shall prepare preliminary construction cost estimate for the project in accordance with Caltrans guidelines including Caltrans Bridge Memo to Designers 1-8 and Section 11 of the Caltrans Bridge Design Aids. Use Caltrans Cost Estimate form for bridge item.

Bridge Type Selection Report: The BKF Team will analyze the structure type selection before extensive structural design work is performed and prepare a Bridge Type Selection DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 12
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
Report (TSR) in accordance with Caltrans guidelines. The TSR will include a Bridge General Plan, Bridge Site Data Submittal, Foundation Plan, Construction Cost Estimate and Type Selection Memo. This work will be developed using Section 10, “Type Selection,” of the Caltrans Bridge Design Aids, and Section 1-29, “Type Selection Review Meeting,” of the Caltrans Bridge Memo to Designers. The BKF Team will submit the TSR for Caltrans review, and will present the proposed structure to Caltrans at a Bridge Type Selection Meeting. The BKF Team will conduct one (1) “pre-meeting planning session” teleconference with the Town.

The BKF Team will finalize the TSR based on input received in the meeting. The TSR General Plan and Foundation Plan will be incorporated into the 35% Plan Submittal. 35% submittal, at a minimum, is anticipated to include the following:
▪ PSR-PDS and Supporting Documents
 Purpose and Need
 Geometric Approval Plans (Typicals and Horizontal and Vertical Alignments)  Identify Design Exceptions
 Preliminary Drainage Report
 PID Level Storm Water Data Report (SWDR)
 Preliminary Transportation Management Plan (TMP)
 Traffic Engineering Performance Assessment (TEPA) – The BKF Team assumes a formal TEPA is not required and minimal efforts to address the Traffic section in the PSR-PDS will suffice since the Project does not propose to alter traffic operations. Although a formal traffic analysis will not be required by Caltrans, BKF assumes a traffic memo to address the anticipated traffic signal modifications at West and East Roberts Road intersections will be required as part of the project scope. This analysis would be limited to Town review only and opening year operations.
 Preliminary Geotechnical Memo and Preliminary Site Investigation  Biological/Cultural Records Searches
 Preliminary Environmental Assessment Report (PEAR)
 Construction and Support Cost Estimates
 PID Draft Narratives/Sections
 Administrative Draft PSR/PDS
 Draft PSR/PDS with comments incorporated
 Final PSR/PDS
▪ PR and Supporting Documents – For scoping purposes, the BKF Team assumes only one (1) alignment alternative and one (1) bridge type will be evaluated in the Project Report and supporting documents, which will include the following:
 Geometric Approval Plans (Typicals and Horizontal and Vertical Alignments)  Design Exception Report
 Utility Policy Exception
 Preliminary Drainage Report
 Storm Water Data Report (SWDR)
 Transportation Management Plan (TMP)
 Traffic Operations Analysis Report (TOAR) - The BKF Team assumes a formal TOAR is not required and minimal efforts to address the Traffic section in the PR will suffice since the Project does not propose to alter traffic operations.

Although a formal traffic analysis will not be required by Caltrans, BKF assumes a traffic memo to address the anticipated traffic signal modifications at West and East Roberts Road intersections will be required as part of the project scope. This analysis would be limited to Town review only and opening year operations.
 Right of Way Data Sheet (R/W Data Sheet)
 Structures Advance Planning Study (APS)
 Cost Estimate
 Risk Management Plan
 PR Draft Narrative/Sections
 Administrative Draft Project Report
 Updated/Finalized Supporting Documents
 Draft Project Report with comments incorporated
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 13
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
 Final Draft Project Report
▪ 35% PS&E – The 35% PS&E submittal will be limited to the development of the Geometric Approval Drawings to obtain Caltrans Design approval of the Project’s alignment design and features, including nonstandard design features.  Horizontal and vertical alignment plans

 Typical trail cross sections
 Preliminary bridge plans (structural and architectural), typical cross sections, and details
 Preliminary and Final Type Selection Reports
 Preliminary retaining wall plans, details, and cross sections  Tree removal/Tree Protection plan
 Independent quality control check including a review of the 35% plans and specifications for accuracy and conformance to applicable design standards and codes, constructability, and potential for value engineering/cost savings measures.
 Task A.8 Final Design – Based on the 35% PS&E documents and resolved comments, and following Caltrans approval of the PA/ED, the BKF Team will prepare the PS&E for the 65%, 95% and Final 100% submittals. PS&E shall be submitted to the Town of Los Gatos - Parks and Public Works Department at 65%, 95% and 100% complete. At each submittal stage, the items listed in Task A.7 shall be completed to the appropriate level of design. At each state, 3 hard copy sets of D-size (24”x36”) plans and 3 hard copy sets of B-size (11”x17”) plans shall be submitted along with electronic copies prepared in PDF format. At each stage 3 hard copies of the Specifications, Special Provisions, and Cost Estimates shall be provided along with electronic copies in MS Word/Excel. After each submittal, the BKF Team will allow appropriate time frames for identified stakeholders to review the submittal and return comments. All comments provided shall be addressed in writing prior to beginning work on the following submittal.

Based on the work from the previous 35% PS&E, and upon review and approval of the same by the Town, the BKF Team shall prepare and submit 65% design plans and updated cost estimates. The BKF Team will prepare the necessary design plan sheets for the 65% PS&E submittal, which includes the following:
▪ Title Sheet, Vicinity Map, and Key Map
▪ Typical Sections
▪ Layout Plans
▪ Profiles/Superelevations
▪ Grading Plans
▪ Demolition Plans
▪ Drainage Plans and Profiles
▪ Stormwater Management Plans and Details
▪ Temporary Water Pollution Control Plans and Details
▪ Utility Plans, Profiles, and Details – BKF assumes water line design work will not be required as part of this scope. BKF recognizes the San Jose Water Company (SJWC) has expressed a desire to relocate their line onto the new bridge and will coordinate with SJWC to accommodate this line on the new structure, however, all design details to include this on the structure and any specific reinforcement/attachment details will be completed by SJWC.
▪ Construction Details
▪ Stage Construction Plans
▪ Traffic Handling Plans
▪ Pavement Delineation Plans
▪ Signing Plans
▪ Electrical Plans and Details
▪ Traffic Signal Plans and Conductor Schedules – modifications are assumed at the Roberts Road West and East intersections. BKF assumes the Town can provide existing as-built drawings for these existing traffic signals.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 14
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
▪ Tree Removal/Protection Plans
▪ Planting and Irrigation Plans
Anticipated structural design drawings include but are not limited to:
▪ General Plan
▪ Structure Plan
▪ Deck Contours
▪ Foundation Plan
▪ Abutment Layout and Details
▪ Retaining Wall Layout and Details
▪ Bent Layout and Details
▪ Typical Sections
▪ Girder Layout and Details
▪ Approach Ramp Details
▪ Log of Test Borings
▪ Project specifications, special provisions and estimates The Structural PS&E packages will be prepared in accordance with Caltrans processes/procedures. The structural design calculations will be performed in accordance with the most current California bridge practices and the following bridge design codes and manuals:
▪ Caltrans Standard Plans and Specifications
▪ Caltrans Bridge Design and Detailing Manuals
▪ American Association of State Highway and Transportation Officials Load and Resistance Factor Design (AASHTO LRFD) Bridge Design Specifications ▪ California Amendments to the AASHTO LRFD Bridge Design Specifications ▪ AASHTO LRFD Guide Specifications for the Design of Pedestrian Bridges ▪ Caltrans Seismic Design Criteria (SDC)
The proposed design will be coordinated with anticipated projects (i.e. Senior Housing Center northeast of existing Blossom Hill Overcrossing, SJWC Water line upgrade, Public Art Program, etc) located within the Project site limits, assuming their schedule progresses on a similar timeline as the proposed project design.

BKF assumes the Town of Los Gatos will Advertise, Award, and Administer (AAA) the construction of the proposed structure. As a result, BKF will not prepare additional Caltrans documents (Quantity Sheets, Survey files, RE files, etc.) that are typically required by Caltrans when Caltrans AAA’s a construction contract.

BKF’s subconsultant, TJKM, will prepare a TMP report to support construction activities proposed in the PS&E phase. The TMP is a method for minimizing activity-related traffic delay and accidents by the effective application of traditional traffic handling practices and an innovative combination of public and motorist information, demand management, incident management, system management, construction strategies, alternate route, and other strategies. During the final design phase, TJKM will propose lane closures on both Highway 17 and Blossom Hill Road, if needed, to support the construction of the bike and pedestrian overcrossing structure. The TMP report will be started at 65% PS&E and will be updated accordingly during 95% PS&E, and 100% PS&E. The BKF Team assumes no substantial impacts will be created with a full closure on Highway 17 and no detour will be needed during construction in the scope of work given the scope of work assumes the construction of a cast-in-place concrete structure with falsework, or steel truss structure. As a result, an approval or formal presentation with the Caltrans District Lane Closure Review Committee (DLCRC) will not be required and design approval can occur solely with the Caltrans TMP group during design approval.

Project Specifications and Special Provisions: The BKF Team shall prepare technical specifications and special provisions for all bid items including bid alternates. Documents shall be developed in accordance with federal, state and local requirements in all subsequent final design tasks. General conditions shall follow the Town and Caltrans requirements. The BKF Team shall prepare special provisions based on Caltrans Standard DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 15
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
Special Provisions, Caltrans Standard Specifications, and Town construction contract standards. Special provisions shall follow the 2018 format of the Caltrans Standard Specifications and Standard Special provisions (SSP’s)
Cost Estimate: The BKF Team shall prepare an engineer’s estimate of probable construction cost for 65% design using both Caltrans and the Team’s professional experience. Estimate shall include construction costs that reflect current market conditions, the bid items, utility relocation costs (if any), environmental mitigation costs, and contingencies.
65% submittal shall include all plan sheets developed to a minimum 65% complete stage and shall have been reviewed by the BKF Team for quality control, and coordination and consistency between plan sheets. Specifications and Special Provisions at the 65% level shall include a complete table of contents with all special provisions necessary for the construction of the Project identified. The construction cost estimate shall be prepared and shall include an appropriate estimating contingency.

It is the BKF Team’s understanding that the 65% structural submittal package that consists of structural plans and specifications, and structural calculations will be reviewed by a Structural Engineer registered in the State of California and hired by the Town outside of this proposal.

BKF Team’s Independent Structures Check of PS&E: As required by the Caltrans Office of Specially Funded Projects (OSFP), an independent check of the bridge design and drawings will be performed. The independent check will include independent structural calculations and independent quantities calculations and will be performed by an engineer who was not involved in the design of the bridge. The independent check will be performed concurrently with the Caltrans review of the 65% PS&E.

The BKF Team shall ensure all activities necessary to comply with regulations of the State Water Resources Control Board, including the requirements for the National Pollutant Discharge Elimination System permitting process, preparation of Project Registration Documents (PRDs) by a licensed qualified stormwater pollution prevention plan (SWPPP) developer (QSD), submittal of information to the Stormwater Multi Application Permit Tracking System (SMARTS), preparing landscape plans in accordance with Model Water Efficient Landscape Ordinance (MWELO), obtaining the WDID Project number, processing any other applicable documents, studies, waivers, and payment of all fees is addressed by the BKF Team and/or included in the construction Project specifications for completion during construction.

Once the Town receives the final 65% PS&E submittal, the BKF Team shall schedule a meeting with the Town and PDT members to review the revisions on the final 65% PS&E submittal package. Following this review session, the BKF Team shall prepare the 95% PS&E submittal. All comments from the 65% PS&E submittal review shall have been addressed.
95% submittal shall be the fully developed set of contract documents including all plans sheets, Specifications and Special Provisions, details, and other contract documents necessary for the construction of the Project. The construction cost estimate shall be finalized and shall include a 10% estimating contingency. The BKF Team will have conducted an internal quality control review of the plans, Specifications, Special Provisions, and construction cost estimate prior to submitting the 95% complete set and shall ensure that the contract documents are well coordinated, and information is consistent between all documents.

Following submission and review of the 95% submittal, The BKF Team will prepare and provide the Town with the final contract documents 100% for use in the construction bid process. All contract documents (plans, Specifications, Special Provisions, and estimates) are to be signed by the appropriately licensed professional engineer in responsible charge of the design.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 16
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
Once the Town receives the final 95% PS&E submittal, the BKF Team shall schedule a meeting with the Town and PDT members to review the revisions on the final 95% PS&E package. Following this review session, the Team shall prepare the 100% PS&E package.

The BKF Team shall also ensure that all design calculations, deliverables, and other works are independently verified to ensure accuracy. All exhibits, plans, and reports should be checked, corrected, and backed checked for accuracy and completeness prior to submitting documents to the Town and other agencies for review.

The PS&E must be approved prior to submission to Caltrans District Local Assistance. The BKF Team shall assist the Town in obtaining Caltrans approval of the Project PS&E for compliance with all applicable federal and state regulations and procedures. A preliminary “PS&E Checklist” form, included as Exhibit 12-D in Chapter 12 (Plans, Specifications & Estimate) of Caltrans’ Local Assistance Procedures Manual, which summarizes the items requiring local agency compliance and identifies critical federal requirements shall be prepared by the BKF Team. With prior approval and consent from the Town, the BKF Team shall prepare the final Project PS&E Checklist, PS&E approval letter (Exhibit 12-C, LAPM Chapter 12), and preliminary estimate to be submitted to the Caltrans District Local Assistance Engineer (DLAE) along with a completed E-76 – “Request for Authorization” to proceed with construction.

The BKF Team shall provide an electronic copy of the final contract documents, a signed and stamped mylar copy of the final approved plans, and a hard copy of the final signed, approved, and stamped Specifications, Special Provisions, and construction cost estimate.

The electronic copy of the plans shall be provided as both AutoCAD files and PDF files, and the electronic copy of the specifications and estimate shall be provided in both Microsoft Word/Excel format and PDF format. Town of Los Gatos - Parks and Public Works Department will be responsible for making copies of contract documents and will distribute to plan rooms and contractors in advance of the bid phase.

Deliverables: Plans, Specifications, Special Provisions, and estimates for Town review at 35%, 65%, 95% design stages; final contract documents, SWPPP, WDID Project number Right of Way, Utility and ADA Certifications – BKF assumes that temporary and permanent right of way will not be required for the Project. The BKF Team shall verify and prepare the appropriate Right of Way, Utility, and ADA certifications to advance the Project to the construction phase using procedures outlined in the Caltrans Local Assistance Procedures Manual. All property lines are to be shown on the design and construction documents.

Deliverables: Utility Clearance, Right of Way and ADA Certifications  Task A.9 Construction Phase Authorization – The BKF Team shall assist the Town in the preparation of the Request for Authorization to advance Project to Construction using procedures outlined in the Caltrans Local Assistance Procedures Manual and shall complete any items necessary to obtain authorization for the Town to proceed with construction.

Deliverables: Caltrans Encroachment Permit, Authorization from Caltrans to proceed with construction (E-76)
PHASE II – CONSTRUCTION SUPPORT SERVICES (FUTURE SCOPE OF SERVICES):

As part of Phase II, the BKF Team will provide design support services to the Town during construction of the Project as noted below. The scope of work outlined below assumes the Town will advertise, award, and administer (AAA) construction of the project.  Task B.1 Project Management
The BKF Team will provide all the necessary Project coordination, administration, management and interfacing with the Town, Caltrans, and other internal/external stakeholders to achieve Project objective. The BKF Team shall proactively provide direction DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 17
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
to the Town regarding the Project tasks necessary to deliver the federally funded Project consistent with Caltrans permitting requirements and federal reimbursement requirements.

The BKF Team will be responsible for Project management activities throughout the life of the contract. The scope of these activities includes, but is not limited to, ▪ provide, distribute, and maintain contact information for all Project team members ▪ coordinate and schedule meetings/conference calls as needed ▪ prepare and distribute meeting minutes
▪ itemize, track, and pursue all Project action items to completion ▪ develop and maintain the Project schedule, report on Project progress ▪ supervise, coordinate, and monitor the construction for conformance with permit requirements from Caltrans, VTA, and utility companies
▪ conduct field reviews as needed,
▪ prepare all submissions for the Town’s submittal to Caltrans ▪ provide internal quality control checks and document quality control actions conducted for the Project
▪ conduct cross-checking to avoid potential conflicts between various subconsultant’s work
▪ develop Project filing and record keeping system for Project files for a period of 5 years
▪ develop a list of Project stakeholders for coordination during Project design ▪ provide the Town with required documents required for compliance with the Measure B funding Agreement between the Town and VTA, Including but not limited to progress reports, reimbursement forms, etc.)
▪ provide monthly Project updates for posting on the Project page of the Town’s website Deliverables: Meeting minutes, schedule, progress reports, action item logs, tracking spreadsheets, Caltrans submissions and other items resulting from the BKF Team’s Project management duties  Task B.2 Bid Support Services –The BKF Team shall respond in writing to questions that arise during the bid phase and shall prepare addendums, if necessary, which will be distributed by the Town of Los Gatos - Parks and Public Works Department. Each addendum shall also address cost implications to the Project construction cost estimate. The BKF Team shall prepare written responses to questions received and addenda in a format that can be easily posted to the Towns website. Following completion of bid stage, The BKF Team shall incorporate any addenda into the final contract documents and shall prepare the final “Conformed Contract Documents”. The BKF Team shall provide an electronic copy of the final Conformed Contract Documents, a signed and stamped mylar copy of the final conformed plans, and a hard copy of the final signed, approved, and stamped conformed Specifications, Special Provisions, and cost estimate. The electronic copy of the plans shall be provided as both AutoCAD files and PDF files, and the electronic copy of the specifications and estimate shall be provided in both Microsoft Word/Excel format and PDF format.  Task B.3 Construction Support Services – The BKF Team shall be prepared to provide the following construction support services:
▪ Review of submittals and shop drawings for compliance with Contract Documents ▪ Review and response to Requests for Information, Requests for Change Orders, Quotes from Contractor
▪ Review of Contract Change Orders
▪ Review and tracking of results from materials testing for conformation to Contract Documents
▪ Field review and geotechnical monitoring during bridge installation ▪ Structural review and field monitoring during bridge installation ▪ Prepare design modifications if necessary due to unforeseen conditions Assumptions:

1. The BKF Team assumes a formal Traffic Engineering Performance Assessment (TEPA) will not be needed for PSR/PDS phase.

2. It is assumed that a formal Traffic Operation Report (TOAR) will not be needed for DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 18
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
PA/ED phase. In the event that lane modifications are needed to accommodate the new pathway where roadway widths are constrained, the BKF Team will analyze intersection delay/level of service for two intersections of Blossom Hill Road/Roberts Road West/Vasona Park Road and Blossom Hill Road/Roberts Road East in the Town of Los Gatos with and without project (up to one build alternative) for existing conditions.

Travel demand forecasting and future analysis are NOT included in this scope and fee under this task. If a more comprehensive TOAR is required, additional work will be required warranting a fee amendment.

3. PS&E Submittals will be provided at 35%, 65%, 95%, and 100% completion levels.

Agency reviews are limited to one round of comments consolidated to one set of redline plan, specification and estimate redline comments per agency. BKF understands minor comments may be received outside of these formal reviews and will do its best to incorporate comments into the noted completion levels when reasonable. Substantial comments not received within reasonable timeframes will be evaluated on a case-by-case basis with the Town as they may require additional efforts not identified within this proposal. Project Reports will be limited to one draft and one final version of each report.

4. For planning and budgeting purposes the 35% and Final design scope of services have been estimated assuming the basic structural configuration and concept outlined in the conceptual Study for a concrete and structural steel truss bridge option. These design scope will be reviewed with the Town at the completion of Task A.6 to ensure that all required design services are adequately addressed.

5. The Construction Support Services scope will be reviewed with the Town at the completion of Final Design to ensure that all required services are adequately addressed.

6. Formal Caltrans Value Engineering services will not be required since the project is projected to be less than the $40 million per bridge project threshold.

7. The Town will assign a Resident Engineer (RE) to the project that will be responsible for day to day oversight of the Town’s Contractor and all inspections required by the Project Documents. It is assumed that the Town RE will have all of the necessary experience, expertise and authority to manage the day to day oversight of the project, coordinate with outside agencies (such as Caltrans, County, Utilities, etc.) and to perform all necessary inspections and shop drawing reviews not otherwise identified as being performed by the Design Team.

8. In addition to the quality assurance and control measures required as part of this scope, BKF Team recommends that the Town retain their RE prior to completion of the 95% PS&E submittal and that the Town RE perform a constructability, bidability, and cost verification of the 95% plans, specifications, and estimates.

9. Structural construction support work is limited to major items of work only as outlined herein. Minor and construction management and administration elements will be reviewed by the Town RE.

10. All correspondence, shop drawing submittals and RFIs for Design Team review will be routed and coordinated through the RE to BKF and then BCA.

11. As outlined in the Caltrans Standard Specification requirements, shop drawing reviews are provided for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The BKF Team review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the BKF Team, of construction means, methods, techniques, sequences or procedures. The BKF Team’s review of a specific item shall not indicate approval of an assembly of which the item is a component. The contract documents prepared by BKF will clearly identify the Contractor’s responsibilities in these areas.

12. Record Drawings will be prepared from one consolidated master mark-up set of Town RE red line comments provided to the BKF Team by the Town RE. Record Drawings will be prepared per project drafting standards in AutoCad format and it is assumed that Caltrans will not require transition of Record Drawings into Microstation format.

13. Construction staking, construction inspection, and post-construction survey of the DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services 19
Highway 17 Bicycle and Pedestrian Overcrossing BKF ENGINEERS Project #19-818-0803
proposed improvements are excluded from this proposal.

14. Phase I shall be completed within a reasonable timeframe. Following the notice to proceed, the assumed timeframe for completing Phase I scope as outlined within the proposal is approximately 40 months (Preliminary Engineering/Environmental Approval – 24 months; Final Design – 12 months; Construction Phase Authorization – 4 months). Key milestones and their approximate durations are further outlined below:
a. Task 5 Environmental Studies and Documentation – 16 months b. Task 7 Preliminary Design - 35% PS&E Submittal – 24 months i. PSR-PDS – 10 months
ii. PR – 14 months
c. Task 8 Final Design – 12 months
i. 65% PS&E – 6 months
ii. 95% PS&E – 4 months
iii. 100% PS&E – 2 months
d. Task 9 Construction Phase Authorization – 4 months
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

Highway 17 Bicycle and Pedestrian Overcrossing Project
BKF Engineers, 5/6/2021
Phase I - Engineering Design Services and Environmental Approval

TOTAL NOT TO
EXCEED
Task A.1 Project Management and Administration 176,115 $ Task A.2 Data Collection and Review 57,281 $
Task A.3 Surveying and Base Mapping 119,790 $
Task A.4 Stakeholder Coordination and Project Permits 453,756 $ Task A.5 Environmental Studies and Documentation - CEQA and NEPA 138,883 $ Task A.6 Geotechnical Engineering 202,215 $
Task A.7 Preliminary Design - 35% PS&E Submittal 655,460 $ Task A.8 Final Design 1,146,561 $
Task A.9 Construction Phase Authorization 49,939 $
Total Not To Exceed 3,000,000 $
Phase II - Construction Support - (FUTURE SCOPE OF SERVICES) Task B.1 Project Management and Administration 192,013 $ Task B.2 Bidding Phase 37,545 $
Task B.3 Additional Reports and Services 482,426 $
Total 711,984 $
Phase I Assumptions:

1. Town will be the CEQA Lead Agency.

2. Scope does not identify any community or public hearing meetings for environmental process.

3. No ABC Mapping Process will be required.

4. Utility Potholing budget identified is an allowance; potholing fees exceeding this balance will be reimbursed by the Town.

5. Permit Application and Filing Fees will be borne by the Town.

6. Town will hire a firm to perform the structural independent check.

7. PG&E and CPUC Encroachment Processing is not required.

8. All proposed project improvements are located within the public right of way.

9. Town will provide Title Reports if required.

10. Town will administer the construction contract; Caltrans will not RTL the project and thus DOE review not required.

11. A three year project schedule has been assumed for the Preliminary Engineering, Environmental Approval and Final Design Phase.

12. Design effort is based on a concrete or steel structure within the Caltrans right of way.

13. 401/404 Regulatory Permits are not required.

15. There will only be one iteration on the 100% PS&E package, which will serve as the Final PS&E package Phase II Assumptions:

3. Construction Inspection services are excluded. BKF assumes the Town will hire a Resident Engineer to administer construction and inspection.

4. Contractor will provide red lined mark-ups for as-built record drawings

5. A one and half year construction schedule has been assumed for Construction.

1. Construction Support Services are provided for reference only. Future construction support services will be negotiated following completion of design and are not a part of the current contract scope of services..

2. The estimated effort for Design Services During Construction is an estimated allowance only and will depend on final design of the bridge and project improvements.

14. Only one round of comment response will be received from each agency at each milestone submittal. BKF understands minor comments may be received outside of these formal reviews and will do its best to incorporate comments into the noted design completion levels when reasonable.

Substantial comments not received within reasonable timeframes will be evaluated on a case-by-case basis with the Town as they may require additional efforts not identified within this scope of services.

EXHIBIT B - COST PROPOSAL
DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT B

BKF ENGINEERS
1730 N. First Street, Suite 600, San Jose, CA 95112 | 408.467.9100 January 17, 2024
Sean Rose, Special Projects Manager
Town of Los Gatos, Parks & Public Works Department
41 Miles Avenue, Los Gatos CA 95030
Transmitted Via Email: [email protected]
Subject: Proposal for Grant Writing Services for SS4A and ATP Grant Applications for the - Highway 17 Bicycle and Pedestrian Overcrossing (BPOC) Project (Project) Dear Sean:

BKF Engineers is excited to submit this proposal to provide grant writing services for of the Town of Los Gatos’ (Client, Town) applications to the Department of Transportation's (DOT) Safe Streets for All (SS4A) program, and Caltrans’ Active Transportation Program (ATP). Our Grants and Funding Services Team (Team) has extensive experience in preparing successful federal and state grant applications and looks forward to working with the Town to develop compelling grant applications that effectively highlight the Project’s many benefits and positions them for success. The Team recently submitted an SS4A application and is proud to have secured $17.5 million for a Bikeway and Streetscape Improvement Project.

These services will involve utilizing our experience and training to produce well-written grant proposals according to the conditions outlined in Exhibit A - Terms and costs listed herein and in Exhibit B - Fees. BKF will diligently gather information and craft the proposals in accordance with the goals and objectives provided by Client, as well as the guidelines and requirements of the funding agencies (DOT and Caltrans).

If requested, BKF will provide Grant Reporting and/or Grant Compliance services once this grant has been submitted and/or approved for funding. These additional services are not included in this proposal and will be the subject of a separate agreement.

PROJECT UNDERSTANDING
BKF understands that Client is asking BKF’s Grants Team to develop, write and submit the next cycle of the SS4A and ATP grant applications. The Highway 17 Bicycle and Pedestrian Overcrossing Project (BPOC) aims to enhance safety and connectivity for pedestrians and bicyclists in Los Gatos. This involves constructing a new bridge over Highway 17, thus uniting the East and West parts of the town. The project is pivotal in providing a safe route to school, promoting sustainable transportation, and ensuring public safety. Despite its critical role, the project currently faces a funding shortfall for construction, making the pursuit of grant opportunities essential.

SCOPE OF SERVICES
Task 1: Grant Writing – BKF will provide comprehensive grant writing services to Client, encompassing all necessary activities to develop well-structured and compelling grant proposals for both the SS4A and the ATP applications. These grant writing services include, but are not limited to providing, the following subtasks:
• Action Plan: The preparation of an Action Plan is a critical part of our grant application process.

The Action Plan will serve as a roadmap, outlining all tasks, responsibilities, and deliverables for each grant. This will ensure that both parties have a clear understanding of their roles and expectations, facilitating a smooth and efficient grant application process.

January 17, 2024

• Narrative/Deliverables Content: This includes preparing grant application narratives and assisting Client in compiling and organizing all required deliverables, attachments, supporting documents, letters of support, board resolutions and other requested attachments. • Project Maps: GIS team will prepare the project maps to reflect conditions and plans. • Engineering Support: BKF’s engineers will provide additional engineering support for both applications. This can include performing traffic safety data analysis and collision assessments to demonstrate safety needs; and developing project plans, exhibits, schedules, updated cost data, and other technical documents required for the applications. • Additional Improvements: In our review for additional improvements, we will meticulously evaluate every section of the application, cross-referencing with the latest guidelines and requirements. This ensures that the application not only meets the minimum requirements but also stands out in areas like innovation, sustainability, and community impact. • Analyzing the SS4A and ATP grants: Review guidelines requirements, scoring and evaluation criteria to ensure compliance and maximize the proposal's competitiveness. • Collaborating with Client: to gather relevant project details, goals, outcomes, and supporting documentation for all deliverables required for the grant application. • Letter of Support: BKF assumes the Town will coordinate with supporting public agencies (Caltrans, VTA, MTC, etc.) to obtain Letters of Support to include with the grant applications.

BKF will prepare an LOS template for Client to send to the relevant stakeholders. • Reviewing and Revising: Revising the draft proposal based on Client's feedback and incorporating any necessary revisions to enhance its quality and effectiveness. BKF will provide up to three iterations of each narrative as requested, including a final, polished draft for submission.
• Budget and Financial Analysis: Assisting Client in developing a comprehensive budget that accurately reflects the project's financial needs and aligns with grant guidelines. While BKF will assist Client in developing the budget and related items, Client is ultimately responsible for providing accurate and complete supporting data, and approving final budget for submission. • Packaging: Providing guidance and recommendations on packaging the grant proposal for submission, including submission procedures, deadlines, and any additional requirements specified by the funding agency. Packaging the grant proposal for timely submission to the funding agency on behalf of Client after Client approves final narrative, budget and deliverables.
• PROFESSIONAL SERVICES FEE
BKF will conduct the Task outlined herein, billed as a Lump Sum, not to exceed as follows:

Task Description Fee
1 ~SS4A Grant Writing and Proposal Development
~Engineering Technical Support for applications:

Timeline, Milestones, Maps, Budget, Feasibility, etc.
$21,215
$2,500
~ATP Grant Writing and Proposal Development
~Engineering Technical Support for applications:

Timeline, Milestones, Maps, Budget, Feasibility, etc.
$22,520
$2,500
Total Fee $48,735

January 17, 2024

Thank you for the opportunity to present this proposal and Letter Agreement. We look forward to assisting in the funding development of this project. Please contact me at 323.309.9728 if you have any questions. Otherwise, please sign below to authorize us to proceed.

Sincerely,
BKF Engineers
Doug Fleming
Director of Funding Strategies
Authorized to proceed per the terms described herein:
_
Print Name Signature
_ _______________
Title Date

January 17, 2024

Exhibit A – Terms
TERMS:

Grant Writing – Once the notice-to-proceed is given, BKF will create an Action Plan (Plan) for each grant application, outlining tasks, deliverables, expectations, and both internal and external due dates. Our Action Plan promotes effective collaboration and timely submissions. The Plan will detail expectations of both parties, as required to develop and submit a complete application package prior to the grant deadline. Client acknowledges and agrees to provide BKF with accurate and timely information, relevant project details, and any additional materials necessary for the completion of the grant proposal. Client shall also review and provide feedback on draft versions of the proposal in a timely manner. BKF’s ability to prepare a complete application package outlined in the Plan will depend on deliverables needed from Client within the timeframes agreed upon. Client’s failure to provide the requested materials by the agreed dates in the Action Plan may hinder BKF’s ability to submit the completed application package by the final due date.

Additional Terms – BKF’s services are limited to those expressly set forth in this letter. It is understood that BKF will have no other obligations or responsibilities except as provided herein, or as otherwise agreed to in writing.

For any additional services, such as grant reporting or grant compliance, BKF will provide a written addendum outlining the revised scope along with any necessary adjustments to the retainer. Additional services will not be performed until formally authorized in writing (e.g. signed agreement, e-mail recognition) by Client.

In providing services under this agreement, BKF shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. In executing these Tasks, BKF will operate as independently as requested, while also maintaining close communication with staff to ensure seamless coordination throughout the proposal development process. While BKF is committed to delivering a high-quality grant proposal, it is important to acknowledge that the success of the grant application and the awarding of funds are dependent on many factors beyond the control of a grant writer or firm. BKF cannot guarantee the ultimate success or outcome of the grant application process, including the approval or funding of the grant.

This agreement may be terminated by either party at any time for any reason with 7 days written notice. If client elects to terminate this agreement before our services are complete, BKF will issue a final invoice proportional to the services which were provided up to the date which services were terminated and client agrees to pay said invoice within 30 days of receipt. This Agreement shall be governed by and construed in accordance with the laws of California. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of California.

January 17, 2024

Exhibit B – Fees
FEES AND PAYMENT:

Grant Writing – BKF’s grant writing services are subject to the referenced fee structure. The fees cover the comprehensive grant writing services specified in Task 1 of this Agreement. For each grant, BKF has formulated a not-to-exceed cost estimate that outlines the steps required to complete the grant application and produce and submit a complete grant proposal package. Each grant application preparation and submittal will be billed on a lump sum/flat fee basis. Payment will be invoiced upon submission of the final grant package to the funding agency and due within 30 days upon receipt. Any additional services outside of this Task will be billed on an hourly basis and subject to a separate agreement.

PREPARED BY: Gitta Ungvari
Finance Director
Reviewed by: Town Manager, Town Attorney, and Assistant Town Manager 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 2/20/2024
ITEM NO: 10
DATE: February 13, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Adopt a Resolution to Designate the Town’s Agents By Title to Obtain Federal and/or State Financial Assistance Through the California Governor’s Office of Emergency Services (Cal OES)
RECOMMENDATION:

Adopt a Resolution (Attachment 1) to designate the Town’s agents by title to obtain Federal and/or State financial assistance through the California Governor’s Office of Emergency Services (Cal OES).

BACKGROUND:

When disasters such as fire, flood, and earthquakes occur, cities may be eligible for Federal and/or State financial assistance by means of reimbursement or grant funding. Cal OES requires documentation be kept on file authorizing specific agents to apply for this financial assistance. This authorization must be approved by the Town Council and updated every three years.

DISCUSSION:

Pending and future reimbursement and grant applications will only be accepted from an authorized agent whose title appears on the list approved by Council resolution and provided to Cal OES. This list of authorized agents is designated by title to alleviate the need to adopt a new resolution each time one of the designated agents leaves their position.

Staff recommends that the Town Council authorize the following titles as designated agents to apply for Federal and State disaster financial assistance and make necessary assurances to obtain such assistance: Town Manager and Assistant Town Manager.

PAGE 2 OF 2
SUBJECT: Adopt a Resolution to Designate the Town’s Agents by Title to Obtain Federal and/or State Financial Assistance Through the California Governor’s Office of Emergency Services (Cal OES)
DATE: February 13, 2024
CONCLUSION:

Designation of the Town Manager and Assistant Town Manager as agents to apply for Federal and State disaster financial assistance will allow for the Town to take advantage of opportunities for funding should they arise in the future.

FISCAL IMPACT:

There is no fiscal impact from this project.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachment:

1. Resolution to Designate the Town’s Agents By Title to Obtain Federal and/or State Financial Assistance Through the California Governor’s Office of Emergency Services (Cal OES)

STATE OF CALIFORNIA
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Cal OES 130
Cal OES ID No: ______________________

DESIGNATION OF APPLICANT'S AGENT RESOLUTION

FOR NON-STATE AGENCIES

BE IT RESOLVED BY THE OF THE
(Governing Body) (Name of Applicant)

THAT , OR
(Title of Authorized Agent)
, OR
(Title of Authorized Agent)
(Title of Authorized Agent)
is hereby authorized to execute for and on behalf of the , a public entity (Name of Applicant)
established under the laws of the State of California, this application and to file it with the California Governor’s Office of Emergency Services for the purpose of obtaining certain federal financial assistance under Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act.

THAT the ________________________________________________, a public entity established under the laws of the State of California, (Name of Applicant)
hereby authorizes its agent(s) to provide to the Governor’s Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required.

Please check the appropriate box below:

This is a universal resolution and is effective for all open and future disasters up to three (3) years following the date of approval below.

This is a disaster specific resolution and is effective for only disaster number(s) ________________________ Passed and approved this day of , 20
(Name and Title of Governing Body Representative)
(Name and Title of Governing Body Representative)
(Name and Title of Governing Body Representative)

CERTIFICATION
I, , duly appointed and of
(Name) (Title)
, do hereby certify that the above is a true and correct copy of a (Name of Applicant)
Resolution passed and approved by the of the
(Governing Body) (Name of Applicant)
on the day of , 2024 .
(Title)

(Signature)
Cal OES 130 (Rev.9/13)
ATTACHMENT 1
Town Council Town of Los Gatos
Town Manager
Assistant Town Manager
Town of Los Gatos
Town of Los Gatos
20th February 24
Mary Badame, Mayor
Matthew Hudes, Vice Mayor
Wendy Wood Town Clerk
Town of Los Gatos
Town Council Town of Los Gatos
20th February
Town Clerk

STATE OF CALIFORNIA
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Cal OES 130 - Instructions
Cal OES Form 130 Instructions
A Designation of Applicant’s Agent Resolution for Non-State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted Resolution is older than three (3) years from the last date of approval, is invalid or has not been submitted.

When completing the Cal OES Form 130, Applicants should fill in the blanks on page 1. The blanks are to be filled in as follows:

Resolution Section:

Governing Body: This is the group responsible for appointing and approving the Authorized Agents.

Examples include: Board of Directors, City Council, Board of Supervisors, Board of Education, etc.

Name of Applicant: The public entity established under the laws of the State of California. Examples include: School District, Office of Education, City, County or Non-profit agency that has applied for the grant, such as: City of San Diego, Sacramento County, Burbank Unified School District, Napa County Office of Education, University Southern California.

Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the Governor’s Office of Emergency Services regarding grants applied for by the Applicant. There are two ways of completing this section:

1. Titles Only: If the Governing Body so chooses, the titles of the Authorized Agents would be entered here, not their names. This allows the document to remain valid (for 3 years) if an Authorized Agent leaves the position and is replaced by another individual in the same title. If “Titles Only” is the chosen method, this document must be accompanied by a cover letter naming the Authorized Agents by name and title. This cover letter can be completed by any authorized person within the agency and does not require the Governing Body’s signature.

2. Names and Titles: If the Governing Body so chooses, the names and titles of the Authorized Agents would be listed. A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced, leave the position listed on the document or their title changes.

Governing Body Representative: These are the names and titles of the approving Board Members.

Examples include: Chairman of the Board, Director, Superintendent, etc. The names and titles cannot be one of the designated Authorized Agents, and a minimum of two or more approving board members need to be listed.

Certification Section:

Name and Title: This is the individual that was in attendance and recorded the Resolution creation and approval.

Examples include: City Clerk, Secretary to the Board of Directors, County Clerk, etc. This person cannot be one of the designated Authorized Agents or Approving Board Member (if a person holds two positions such as City Manager and Secretary to the Board and the City Manager is to be listed as an Authorized Agent, then the same person holding the Secretary position would sign the document as Secretary to the Board (not City Manager) to eliminate “Self Certification.”
Cal OES 130 (Rev.9/13) Page 2

PREPARED BY: Erin Walters, Associate Planner and
Jocelyn Shoopman, Associate Planner
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and the Community Development Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6872 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 2/20/2024
ITEM NO: 11
DATE: February 15, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Discuss and Provide Direction on the Proposed Revisions to the Draft Revised 2023-2031 Housing Element and Next Steps. Location: Town-Wide. General Plan Amendment Application GP-22-003.

RECOMMENDATION:

Discuss and provide direction to staff on the proposed revisions to the Draft Revised 2023-2031 Housing Element and next steps.

BACKGROUND:

On December 1, 2023, the Town received the California Department of Housing and Community Development’s (HCD) findings/comment letter, previously provided as Attachment 3 to the January 16, 2024, staff report. A link to Town Council staff reports and attachments can be viewed on the Town’s website at: https://losgatos-ca.municodemeetings.com.

On December 19, 2023, the Town Council unanimously voted to follow the following process regarding the 2023-2031 Housing Element update, which includes the following actions:

1. Prioritizing the comments from the December 1, 2023 HCD comment letter;

2. Addressing the most challenging comments first and presenting the draft text of the Draft Revised Housing Element to the Town Council for review, including examples from two to three certified Housing Elements. Additionally, the Town Council hearing will provide the public with an opportunity to comment on the draft text with staff addressing the public comments in subsequent meetings, as needed;

3. Scheduling Town Council meetings with staff and the Housing Element consultant on a regular basis to complete the edits;

4. Reviewing the proposed edits with HCD, as frequently as HCD is able to meet with Town staff, and the Housing Element consultant and providing written feedback to the Council about HCD’s responses; and

PAGE 2 OF 6
SUBJECT: DRAFT REVISED 2023-2031 HOUSING ELEMENT/GP-22-003 DATE: February 15, 2024
BACKGROUND (continued):

The Town Council also unanimously voted to review the Draft Revised Housing Element prior to a resubmittal to HCD.

On January 16, 2024, the Town Council met to review and discuss the proposed revisions to the Draft Revised Housing Element in response to the December 1, 2023 HCD comment letter. The Town Council provided direction for each HCD comment.

On January 18, 2024, staff and the Housing Element consultant met with the Town’s HCD reviewer and received an informal preliminary review matrix. A copy of this informal preliminary review matrix was previously provided as Attachment 9 to the January 16, 2024 Town Council staff report, available online on the Town’s agenda website at: https://losgatosca.municodemeetings.com. The informal preliminary comments are based on the proposed edits made to the Draft Revised Housing Element and provided to the Town’s HCD reviewer for initial feedback on December 24, 2023.

On January 18, 2024, the Housing Element Advisory Board (HEAB) met to review and discuss the proposed revisions to the Draft Revised Housing Element in response to the December 1, 2023 HCD comment letter; Town Council direction provided on January 16, 2024; and HCD’s informal preliminary review matrix provided on January 18, 2024.

On February 6, 2024, the Town Council met to review and discuss the proposed revisions to the Draft Revised Housing Element. The Town Council voted to modify the language of Program J and Program AY as summarized in Section A of this report. The Town Council also approved a motion to confirm that the work of the HEAB is complete.

DISCUSSION:

The primary purpose of this agenda item is for the Town Council to review and discuss the proposed revisions to the Draft Revised Housing Element. Staff is also seeking direction from Town Council on the timing of next steps, including the required seven-day public review period and the resubmittal to HCD for the formal 60-day review.

A. Town Council Meeting – February 6, 2024
The Draft Revised Housing Element was reviewed by Town Council on February 6, 2024. The Town Council staff report and attachments, including the Draft Revised Housing Element, included as Attachment 7 of the February 6, 2024 Town Council staff report, can be viewed online at: https://losgatos-ca.municodemeetings.com.

PAGE 3 OF 6
SUBJECT: DRAFT REVISED 2023-2031 HOUSING ELEMENT/GP-22-003 DATE: February 15, 2024
DISCUSSION (continued):

The revisions made to the various iterations of the Draft Revised Housing Element are color coded as follows:
 Blue highlighting denotes revisions reviewed by Town Council at the January 16, 2024 Town Council meeting.
 Green highlighting denotes revisions reviewed by the Town Council at the February 6, 2024 Town Council meeting.
 Grey highlighting denotes new revisions since the February 6, 2024 Town Council meeting.

On February 6, 2024, the Town Council approved a motion to incorporate modified language to Program J and Program AY. Additionally, staff identified the following minor revisions to the Draft Revised Housing Element:
 Modify the priority level rating for a Fair Housing Issue related to housing mobility from low to high on Page A-19 of Appendix A;
 Include Program AY as a program aimed at furthering Affirmatively Furthering Fair Housing (AFFH) efforts on Page 10-82 of Chapter 10;
 Include Program AY as a program aimed at AFFH efforts on Page A-3 of Appendix A; and  Include Program AY in Table A-1 on Page A-21 of Appendix A.

Extracted pages from the Draft Revised Housing Element to illustrate these proposed revisions in grey highlighting have been provided as Attachment 15.

B. HCD Communications
On February 1, 2024, the Housing Element consultant requested informal feedback from the Town’s HCD reviewer on Town’s draft approach to the December 1, 2023, HCD comment letter and January 18, 2023, HCD informal preliminary review matrix. A follow-up email was also sent on February 6, 2024.

On February 9, 2024, the Housing Element consultant requested informal feedback on the modified language to Program J and Program AY, as directed by the Town Council on February 6, 2024.

Staff is awaiting a response back from HCD with preliminary feedback. If feedback is received from HCD, an Addendum or Desk Item will be prepared for the Town Council review.

PAGE 4 OF 6
SUBJECT: DRAFT REVISED 2023-2031 HOUSING ELEMENT/GP-22-003 DATE: February 15, 2024
DISCUSSION (continued):

C. Next Steps
This agenda item provides the Town Council an opportunity to discuss the proposed revisions to the Draft Revised Housing Element. The Housing Element consultant and Town’s outside legal counsel will be available to answer Council Members’ questions. As required by AB 215, revisions to the Draft Revised Housing Element must be made available to the public for a seven-day review period prior to a formal resubmittal to HCD.

Should the Town Council be satisfied with the proposed revisions to the Draft Revised Housing Element, the seven-day review period could be started on Thursday, February 22, 2024, ending on Thursday, February 29, 2024, with a formal resubmittal to HCD by Monday March 4, 2024. Subsequent review by HCD will take up to 60 days.

CONCLUSION:

Staff looks forward to the Town Council’s discussion and direction.

PUBLIC COMMENTS:

The meeting has been publicized on the Town’s website and through the Town’s social media platforms. As of the drafting of this report, no comments from the public have been received.

COORDINATION:

The Community Development Department coordinated with the offices of the Town Attorney and Town Manager in the preparation of this report.

ENVIRONMENTAL ASSESSMENT:

An Environmental Analysis was prepared for the Housing Element update and available on the Town’s Housing Element website at: https://www.losgatosca.gov/EnvironmentalAnalysis. All potentially significant effects have been analyzed adequately in the Town of Los Gatos 2040 General Plan Environmental Impact Report (EIR), pursuant to applicable standards including CEQA Guidelines Section 15168(c)2, because the Housing Element update is consistent with the growth projections evaluated in the General Plan EIR.