Los Gatos City Council
June 3, 2025

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
The public is welcome to provide oral comments in real-time during the meeting in three ways:

Zoom Webinar (Online): Join from a PC, Mac, iPad, iPhone or Android device. Please use this URL to join: https://losgatoscagov.zoom.us/j/85481444677?pwd=561kip53XZTmhrTCwGDoNCvDTWQnwJ.1 Passcode: 535103. You can also type in 854 8144 4677 in the “Join a Meeting” page on the Zoom website at www.zoom.us and use passcode 535103.

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: Comments will be limited to three (3) minutes or less at the Mayor’s discretion. 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).

Deadlines to submit written comments are:
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.

TOWN OF LOS GATOS

COUNCIL MEETING AGENDA
JUNE 3, 2025
110 EAST MAIN STREET AND TELECONFERENCE

TOWN COUNCIL CHAMBERS
7:00 PM
Matthew Hudes, Mayor
Rob Moore, Vice Mayor
Mary Badame, 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

PRESENTATIONS
CONSENT ITEMS (Consent Items are considered routine Town business and may be approved by one motion. Any member of the Council may remove an item 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 1 of this agenda. If an item is removed, the Mayor has the sole discretion to determine when the item will be heard.)

1. Approve the Minutes of the April 22, 2025 Town Council Study Session Meeting

2. Approve the Minutes of the May 20, 2025 Town Council Closed Session Meeting

3. Approve the Minutes of the May 20, 2025 Town Council Regular Meeting

4. Authorize the Town Manager to Execute an Agreement for Services with the Los Gatos Chamber of Commerce to Manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center, for a Total Agreement Amount Not to Exceed $88,000 for 2025-26

5. Adopt a Resolution Establishing the Fiscal Year 2025-26 Gann Appropriation Limit for the Town of Los Gatos

6. Take Actions Related to the Los Gatos Creek Trailhead Connector to Highway 9 Project (CIP 832-4505) including Project Acceptance, Directing Staff to Record the Notice of Completion, and Approving an Amendment to the Agreement for Services with Zoon Engineering to Reallocate Expenses Between Tasks within the Existing Total Agreement Amount of $1,220,822.07 and Authorize its Execution by the Town Manager 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 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.) PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes 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 for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.)

7. Adopt a Resolution Approving the Town of Los Gatos Fiscal Year (FY) 2025-26 Operating Budget and FY 2025-26 – 2029-30 Capital Improvement Program (CIP); Adopt a Resolution Approving Commitment of Fund Balances under GASB 54; and Approve FY 2024-25 Budget Adjustments and Reclassifications

8. Conduct a Public Hearing to Hear Protests and Adopt Resolutions Confirming the Diagrams and Assessments and Levying and Authorizing the Collection of Assessments for Landscape and Lighting Assessment Districts No. 1 and 2 for Fiscal Year 2025-26

9. Consider the Introduction of an Ordinance and Adoption of a Resolution Approving the Fire Hazard Severity Zones Map to Comply with State Government Code Section 51178 and an Amendment of the General Plan Hazards and Safety Element to Incorporate the Fire Hazard Severity Zones Map. Adoption of this Ordinance and Resolution is Exempt Pursuant to CEQA, Section 15268, in that it is Required by the State. General Plan Amendment Application GP-25-01 and Town Code Amendment A-25-03. Project Location:

Town Wide. Applicant: Town Of Los Gatos.

COUNCIL / MANAGER MATTERS

CLOSED SESSION REPORT
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].

NOTE The ADA access ramp to the Town Council Chambers is under construction and will be inaccessible through June 2025. Persons who require the use of that ramp to attend meetings are requested to contact the Clerk’s Office at least two (2) business days prior to the meeting date.

NOTICE REGARDING SUPPLEMENTAL MATERIALS - Materials related to an item on this agenda submitted to the Town Council after initial distribution of the agenda packets are available for public inspection in the Clerk’s Office at Town Hall, 110 E. Main Street, Los Gatos and on the Town’s website at www.losgatosca.gov. Town Council agendas and related materials can be viewed online at https://losgatos-ca.municodemeetings.com/.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/03/2025
ITEM NO: 1
DRAFT
Minutes of the Joint Meeting of
The Town Council - Study Session
Tuesday, April 22, 2025
7:00 P.M.

The Town Council of the Town of Los Gatos conducted a Special Meeting in person and via teleconference to discuss the 2025-26 Budget, the 2025-26 through 2029-30 Capital Improvement Program Budget, and the Community Grant Program.

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

ROLL CALL

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

Absent: None.

VERBAL COMMUNICATIONS
Kimberly Snyder, NUMU
- Commented on the impact of federal funding cuts on the museum and requested the Town consider the museum during its budget planning.

Jenifer Li, Los Gatos Chamber of Commerce
- Commented on the partnership with the Town and spoke about support for destination marketing and Chamber events.

Lee Fagot
- Commented on concerns with the condition of a section of Shannon Road and suggested the Town seek additional funds to support necessary repairs.

Julie Micallef, NUMU
- Commented on the impacts of the Civic Center improvements on the museum and requested assistance to address the loss of office space.

Johanes Swenberg
- Commented on prioritizing safety, security, and prosperity, and expressed concerns about spending, tax increases, and transparency.

Linda Swenberg
- Commented on concerns regarding competitive one-time grants and expressed support for discontinuing the program.

ITEM NO. 1.

PAGE 2 OF 2
SUBJECT: Draft Minutes of the Special Joint Town Council- Study Session Meeting of April 22, 2025
DATE: April 7, 2025
Mayor Hudes closed public comment.

OTHER BUSINESS

1. Discussion and Consideration of Direction for the 2025-26 Budget Including Budget Balancing Approaches.

Chris Constantin, Town Manager, and Gitta Ungvari, Finance Director, presented the staff report.

The Town Council asked questions, discussed the item, and provided general feedback on staff’s proposed tiered expenditure reductions.

Mayor Hudes called for a recess at 9:25 p.m.

Mayor Hudes reconvened the meeting at 9:40 p.m.

2. Receive the Proposed Fiscal Year 2025-26 through 2029-30 Capital Improvement Program Budget and Provide Direction
Nicolle Burnham, Public Works Director, presented the staff report.

The Town Council asked questions, discussed the item, and provided general feedback on the proposed tiering of CIP projects.

3. Consider Proposed Changes to the Community Grant Program and Provide Direction Ryan Baker, Library Director, presented the staff report.

The Town Council asked questions, discussed the item, and provided general feedback on the administration of the grants and changes to the funding amount.

ADJOURNMENT
The meeting adjourned at 10:53 p.m.

Respectfully Submitted:
_____________________________________
Wendy Wood, Town Clerk

ITEM NO. 1.
110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL CLOSED SESSION MINUTES
MEETING DATE: 06/03/2025
ITEM NO: 2
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, May 20, 2025
6:00 P.M.

The Town Council of the Town of Los Gatos conducted a special meeting in person to hold a Closed Session.

MEETING CALLED TO ORDER AT APPROXIMATELY 6:00 P.M.

ROLL CALL

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

Absent: None.

VERBAL COMMUNICATIONS (ONLY ON ITEMS ON THE AGENDA)
No one spoke.

Gabrielle Whelan, Town Attorney, announced the closed session title as listed on the agenda.

THE TOWN COUNCIL MOVED TO CLOSED SESSION ON THE FOLLOWING ITEMS:

1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9: 1 case (letter from Holland and Knight law firm submitted on behalf of Urban Catalyst, a copy of which is available for public inspection in the Town Clerk’s Office).

2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Government Code §54956.9(d)(1)) Deffenbaugh v. Town of Los Gatos et al
Santa Clara County Superior Court Case Number: 25CV462835

3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8) Property: 208 E Main Street
Agency Negotiator: Chris Constantin, Town Manager; and Katy Nomura, Assistant Town Manager
Negotiating Parties: Town of Los Gatos and Nancy Rollett, Los Gatos-Saratoga Recreation Under Negotiation: Price and Terms of Lease
Gabrielle Whelan, Town Attorney, stated the Council met in closed session to discuss anticipated litigation, existing litigation and real property negotiations. With regards to the existing litigation, there is a reportable action in that the Town Council authorized a town defense in the case of Deffenbaugh versus the Town of Los Gatos.

ADJOURNMENT
The meeting adjourned at approximately 6:56 p.m.

ITEM NO. 2.

PAGE 2 OF 2
SUBJECT: Draft Minutes of the Special Town Council Meeting of May 20, 2025 DATE: June 3, 2025
Attest: Submitted by:
___________________________ __________________________
Wendy Wood, Town Clerk Chris Constantin, Town Manager

ITEM NO. 2.
110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/03/2025
ITEM NO: 3
DRAFT
Minutes of the Town Council Meeting
Tuesday, May 20, 2025
7:00 P.M.

The Town Council of the Town of Los Gatos conducted a regular meeting in person and via teleconference.

MEETING CALLED TO ORDER AT 7:07 P.M.

ROLL CALL

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

Absent: None.

PLEDGE OF ALLEGIANCE
Youth Commissioner Chair Pravin Balasingham led the Pledge of Allegiance. The audience was invited to participate.

PRESENTATIONS
The Youth Commissioners gave a presentation on the work of the Commission; announced Nina’s Taqueria as the Youth Friendly Business of the Year presentation and Pressed Juicery as the Youth Friendly Green Business of the Year; and Outgoing Youth Commissioners were presented with Commendations.

Mayor Hudes announced the Town received the Government Finance Officers Association Distinguished Budget Presentation Award.

Town Manager Chris Constantin introduced the new Emergency Manager Chris Todd who presented a fire update.

Mayor Hudes opened public comment.

Rob Stump
- Commented on wildfire readiness and spoke about recommendations for wildfire initiatives.

Allison Zeidler
- Commented on concerns with evacuation routess and spoke about investing in an evacuation simulation and developing a comprehensive evacuation plan.

ITEM NO. 3.

PAGE 2 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
Brad Gordon, American Red Cross
- Commented on fire preparedness and provided examples for home hardening and creating defensible a space.

David Weissman
- Commented in support of wildfire prevention efforts and urged the town to continue to pursue initiatives.

Mary Buxton
- Commented on fire preparation and prevention and stated concern about possible cuts to wildfire prevention.

Gus Who
- Commented on wildfire prevention and the Santa Clara County Fire Department.

Stanford Stickney
- Commented on fire breaks and the clearing of trees branches and brush near roads.

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

1. Approve the Minutes of the May 6, 2025 Town Council Meeting

2. Approve the Minutes of the May 6, 2025 Town Council Closed Session Meeting

3. Approve the Minutes of the May 13, 2025 Town Council Special Meeting

4. Receive the Monthly Financial and Investment Report for March 2025

5. Adopt a Resolution Declaring Hazardous Vegetation (Brush) a Public Nuisance, Ordering Abatement, and Setting June 17, 2025, as a Public Hearing to Consider Objections to the Proposed Removal of Brush

6. Authorize the Town Manager to Execute a Third Amendment to the Agreement for Services with Sequoia Ecological Consulting Inc.

7. Authorize the Town Manager to Execute a Five-Year Agreement for Services with EcoSanitation, LLC for Downtown Power Washing for a Total Agreement Amount Not to Exceed $287,500.

8. Authorize the Town Manager to Execute a Third Amendment to the Agreement for Consultant Services with AMS Electric LLC (dba Prime Electric LLC) for the Library Battery Power Supply Project (CIP 821-2505)

9. Award Construction Contract for the 2025 Street Repair and Resurfacing Project (CIP No. 811-9901) to O’Grady Paving, Inc., in the amount of $1,713,071; Authorize the Town Manager to Approve Change Orders Up to 10% of the Contract Amount; and Approve the Project Construction Plans

10. Authorize Expenditure Budget Increase for the Shannon Road Pedestrian and Bikeway Improvement Project (CIP No. 813-0218) in the Amount of $88,202 and Authorize the Town Manager to Execute Changes Orders In a Not to Exceed Amount of $253,912

11. Adopt a Resolution to Define a List of Projects for Fiscal Year 2025-26 to be Funded by the State Senate Bill 1, the Road Repair and Accountability Act of 2017

ITEM NO. 3.

PAGE 3 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025

12. Authorize the Town Manager to Execute a First Amendment to the Agreement for Services with OpenGov, Inc. for Additional Services to Support the Existing Enterprise Asset Management and Procurement System Services in an Amount of $11,448.72 for a Total Agreement Amount Not to Exceed $77,804.31

13. Authorize the Town Manager to Execute a Change Order in the Amount of $4,241.78 to an Existing Purchase Order with Lehr Uplifters OpCo, LLC for Additional Build-Out of a Police Department Patrol Vehicle for a New Total Amount Not to Exceed $36,052

14. Authorize the Town Manager to Execute a Second Contract Amendment to the Contract for Legal Services with the Law Firm of Goldfarb & Lipman to Increase the Contract Amount by $75,000 for a Total Amount Not to Exceed $240,000

15. Adopt a Resolution Amending the Los Gatos Youth Commission Enabling Resolution and Rescinding Resolution 2018-059

16. Receive an Update on the Town’s Federal Funding and Grants, Considering Federal Actions Impacting the Town
Vice Mayor Moore and Council Member Ristow commented on item number sixteen.

Mayor Hudes pulled item number fifteen.

Mayor Hudes opened public comment.

Brent Ventura
- Commented on item number five and spoke about concerns with wildfires.

Mayor Hudes closed public comment.

MOTION: Motion by Council Member Ristow to approve consent items one through fourteen and sixteen. Seconded by Vice Mayor Moore.

VOTE: Motion passed unanimously

VERBAL COMMUNICATIONS
Juliette Pasucal, Silicon Valley Clean Energy
- Gave an update on Silicone Vally Clean Energy's community impact in 2024 and spoke about utilities and energy rebates.

Joan Smith
- Commented on the wildfire preparation report and management of evacuation traffic, and asked for updates on the old fire hall.

Gus Who
- Commented on censorship, recent events, legal matters, identification requirements, water rates, and the 2026 Soccer World Cup.

ITEM NO. 3.

PAGE 4 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
John Shepardson
- Commented on preserving the open space at 220 Belgatos Road as a critical fire break and evacuation area.
-
Jeffrey Siegal
- Commented on wildfire safety and five-foot defensible space.

Mayor Hudes called a recess at 8:19 p.m.

Mayor Hudes reconvened the meeting at 8:30 p.m.

PUBLIC HEARINGS

17. Conduct a Public Hearing on the Town of Los Gatos Proposed Operating and Capital Budget for Fiscal Year (FY) 2025-26 and on the Proposed Capital Improvement Program for FY 2025-26 – FY 2029-30
Chris Constantin, Town Manager, presented the Operating Budget staff report.

Council asked preliminary questions.

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

Council asked preliminary questions.

Mayor Hudes opened public comment.

Heather Newberry
- Commented on the shower program, and its impact on the unhoused community, and expressed appreciation for the Town’s support.

Ed Lozowicki
- Commented on PG& E’s plan to remove Eucalyptus trees on Hilow Road, an issue with a bird study, and requested the Town remove five trees not included in PG&E’s plan.

Diane Hembry
- Commented on the removal of the five Eucalyptus trees on Hilow Road and spoke about safety concerns.

Claude Gauthier
- Commented on concerns about evacuation safety and supporting the removal of eucalyptus trees on Hilow Road.

ITEM NO. 3.

PAGE 5 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
Valery Lozowicki
- Commented on the fires in Southern California and concerns with the eucalyptus trees.

Jeanne Belivau-Dunn
- Commented on PG& E’s plan to remove Eucalyptus trees on Hilow Road and requested the Town remove five trees not included in PG&E’s plan.

Mark Katz
- Commented on the Los Gatos-Monte Sereno Disaster Aid Response Team (DART), the services they provide, and concerns about the partnership with the police department.

Sara Murphy
- Commented on concerns with the possibility of removal of the public restroom in the downtown area.

Sue Ahmadian
- Thanked the Town for supporting unhoused residents through the hotel program, shower service, food pantry, and rent assistance, and requested the continuation of the grant funding for these programs.

Tim O’Rorke
- Commented on the Town’s unhoused hotel program and rental assistance, and requested the continuation of the grant funding of these programs.

Jan Schwartz, NUMU
- Thanked the Town for its support and requested continued funding for the museum.

Kimberly Snyder, NUMU
- Thanked the Town for its support and requested continued funding for the museum.

Julie Micallef, NUMU
- Thanked the Town for its support and commented on the impacts of the Civic Center improvements on the museum.

Gus Who
- Commented on the 2026 soccer, basketball, and football sporting events and requested the town sponsor a team.

Jeff Suzuki, Los Gatos Anti-Racism Coalition
- Commented on funding for rental assistance and hotel vouchers, and stated concerns with potential cuts to the Library.

Lee Quintana

ITEM NO. 3.

PAGE 6 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
- Commented on the Historic Preservation Committee.

Jennifer Lin, Los Gatos Chamber of Commerce
- Commented on the Chamber’s partnership with the Town, spoke about the services they provide, and requested renewal of their contract for $88,000.

Stanford Stickney
- Commented in support of funding the Police Department.

Ali Miano, Los Gatos Anti-Racism Coalition
- Commented in support of homelessness prevention efforts, the hiring of a Senior Mobility Manager, and raising taxes.

Mayor Hudes closed public comment.

Mayor Hudes called a recess at recess at 10:40 p.m.

Mayor Hudes reconvened the meeting at 10:52 p.m.

Council discussed the item.

MOTION: Motion by Council Member Ristow to take the staff and Finance Commission’s recommendation to move all the proceeds from Measure G this year into the operating (budget). Seconded by Council Member Rennie.

VOTE: Motion passed unanimously
Council continued to discuss the item.

MOTION: Motion by Vice Mayor Moore to increase the total amount of the community grants fund to $155,000.00 and staff and Council will decide how to split the funds in August. Seconded by Council Member Ristow.

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

Council continued to discuss the item.

MOTION: Motion by Council Member Rennie to allocate $80,000 towards the removal of the Eucalypts trees on Hilow, from the $100,000 emergency budget that was previously allocated Seconded by Mayor Hudes.

VOTE: Motion passed unanimously
Council continued to discuss the item.

ITEM NO. 3.

PAGE 7 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
MOTION: Motion by Mayor Hudes to add $100,000 in revenue audit and to move forward with $28,000 in charging station and $22,000 in charging station for a total of $150,000 for this year and start on enhanced recovery for DUI and residential alarm registration. Seconded by Vice Mayor Moore.

VOTE: Motion passed unanimously
MOTION: Motion by Council Member Rennie to continue (the meeting) to 12:30 a.m.

Seconded by Council Member Ristow.

VOTE: Motion passed unanimously
Council continued to discuss the item.

MOTION: Motion by Council Member Rennie to approve staff’s recommendations on Tier 1, 2, and 3 (reductions) minus the doggy bags. Seconded by Vice Mayor Moore.

VOTE: Motion passed unanimously
Council continued to discuss the item.

MOTION: Motion by Council Member Ristow to accept the recommendations with the small changes that the council has made put forward by staff for the operating budget and to use the unsigned fund balance to make up the difference Seconded by Council Member Badame.

VOTE: Motion passed unanimously
Council continued to discuss the item.

MOTION: Motion by Council Member Ristow to approve the tiered CIP program and the recommended tiers as provided by staff in the proposed budget. AMENDMENT: to move Pinehurst Community Garden from tier two, class three to tier two, class two.

Seconded by Vice Mayor Moore.

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

Council continued to discuss the item.

ITEM NO. 3.

PAGE 8 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
MOTION: Motion by Council Member Badame to approve the Fiscal Year 2025 through 2026 List of Potential Donations Consistent with the Town’s Donation Policy. Seconded by Vice Mayor Moore.

VOTE: Motion passed unanimously
MOTION: Motion by Council Member Badame to extend the meeting to 12:40 a.m. Seconded by Council Member Ristow.

VOTE: Motion passed unanimously

CONSENT ITEM

15. Adopt a Resolution Amending the Los Gatos Youth Commission Enabling Resolution and Rescinding Resolution 2018-059
Jamie Field, Chief of Police, answered staff questions.

Council discussed the item.

MOTION: Motion by Council Member Hudes to adopt a Resolution Amending the Los Gatos Youth Commission Enabling Resolution and Rescinding Resolution 2018-008 with the addition of language “and providing a youth perspective to the commissions” (to the sentence in Section iii, prior to the list of Commissions). Seconded by Vice Mayor Moore.

VOTE: Motion passed unanimously
MOTION: Motion by Vice Mayor Moore to staff to revisit the appointment policy as it relates to the Youth Commission, to modify the language to change from a specific time period to a more general time period like spring. Seconded by Mayor Hudes.

VOTE: Motion passed unanimously

COUNCIL/TOWN MANAGER REPORTS
Council Matters
- Council Member Rennie stated he has nothing to report. - Vice Mayor Moore stated he attended a community meeting with the Bonnie View neighborhood about developments and project concerns.
- Council Member Ristow stated she attended the Silicon Valley Clean Energy board meeting. - Council Member Badame stated she participated in the Kwans Turnaround Scholarship Award Luncheon, participated in a meeting of a Citizen Wildfire advisory group, and provided welcoming remarks at the annual Girls on the Run event. - Mayor Hudes stated he was engaged in many activities in the community this week

ITEM NO. 3.

PAGE 9 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of May 20, 2025 DATE: May 20, 2025
Town Manager Matters
- Nothing to report
Closed Session Report
Gabrielle Whelan, Town Attorney, stated the Council met in closed session to discuss anticipated litigation, existing litigation, and real property negotiations. With regards to the existing litigation, there is a reportable action in that the Town Council authorized a town defense in the case of Deffenbaugh versus the Town of Los Gatos.

ADJOURNMENT
The meeting adjourned at 12:32 p.m.

Respectfully Submitted:
_____________________________________
Keara Johnson, Deputy Town Clerk

ITEM NO. 3.

PREPARED BY: Monica Renn
Economic Vitality Manager
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: 06/03/2025
ITEM NO: 4
DATE: May 27, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute an Agreement for Services with the Los Gatos Chamber of Commerce to Manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center, for a Total Agreement Amount Not to Exceed $88,000 for 2025-26 RECOMMENDATION:

Authorize the Town Manager to execute an Agreement for Services with the Los Gatos Chamber of Commerce to manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center, for a total agreement amount not to exceed $88,000.

FISCAL IMPACT:

The funds for this agreement for services, totaling the amount not to exceed $88,000, have been included in the Town’s Operating Budget for FY 2025-26.

STRATEGIC PRIORITIES:

The services provided by the Chamber of Commerce related to Visit Los Gatos and the Town’s Visitors Information Center support the Town’s Community Character and Civic Engagement strategic priorities by fostering the economic vitality of businesses and ensuring that residents and visitors feel welcome in Los Gatos.

BACKGROUND:

The Chamber of Commerce has long been a valued partner with the Town of Los Gatos in supporting the business community and providing visitor information and destination marketing services, with formal agreements for service beginning in 2001.

ITEM NO. 4.

PAGE 2 OF 3
SUBJECT: Annual Agreement for services with the Los Gatos Chamber of Commerce for Visit Los Gatos Destination Marketing and Visitor Information Center Services DATE: May 27, 2025
The scope and compensation for services have fluctuated over the years to meet the dynamic economic and community vitality trends of the Los Gatos business community, balanced with the capacity of the Chamber of Commerce to provide services and the availability of funding within the Town’s annual budgets.

Beginning in 2019, with much discussion and collaboration with the Chamber of Commerce, this agreement for services became focused on promoting Los Gatos as a destination through online and social media platforms. As a response to the COVID-19 Pandemic, and with the assistance of funding through the American Recovery Plan Act (ARPA), the Town was able to provide additional financial resources outside of the annual agreement to the Chamber to strengthen these efforts by creating a branded and dynamic Visit Los Gatos website, and dedicate resources to grow the online and social media presence, maintaining the ultimate goal of engaging and welcoming locals and visitors alike to enjoy the vibrant shops, restaurants, hotels, community events, open space, and other vibrant experiences Los Gatos offers; and, the agreement maintains the requirement that funds used as a part of this agreement benefit Los Gatos businesses equally, regardless of their membership status with the Chamber of Commerce.

In Fiscal Year 2023-24, the agreement for services was increased from $55,000 to $88,000 to support the expanded destination marketing and social media efforts of the Chamber of Commerce. This increase allowed the Chamber to have more staff hours dedicated to destination marketing through a variety of in-person and online channels. It was noted at the time by the Town Council that this amount may not be sustainable in years to come as the increase was funded through the one-time ARPA dollars.

On May 7, 2024, the Town Council discussed various levels of financial support for the FY 2024- 25 annual agreement for services with the Chamber of Commerce, then voted unanimously to approve the continued increase of $88,000 for FY 2024-25, using money from the general fund, given that all ARPA funding had been allocated.

DISCUSSION:

On May 15, 2025, the Chamber of Commerce provided a year-end report accounting for the services rendered throughout FY 2024-25 under the agreement for services and requested sustained support in the amount of $88,000 for Visit Los Gatos Destination Marketing and Town Visitors Information Center services for FY 2025-26 (Attachment 1).

There was an additional request made by the Chamber of Commerce for support with the road closure of N. Santa Cruz Avenue associated with the Chamber’s annual Taste of Los Gatos event. Staff has not included funding for this request within this report or scope of services, given the 2025-26 Town Budget maintains funding at the 2024-25 level. Should the Chamber of

ITEM NO. 4.

PAGE 3 OF 3
SUBJECT: Annual Agreement for services with the Los Gatos Chamber of Commerce for Visit Los Gatos Destination Marketing and Visitor Information Center Services DATE: May 27, 2025
Commerce still request this support, they may utilize the Town’s grant process for the request as other service providers are also directed to this process.

The Agreement for Services requires the Chamber of Commerce to provide an annual report on the services rendered that provides quantitative data for at least three different time periods within the year of service to illustrate the services rendered and the impact the services have on engagement with the Visit Los Gatos platform and general visitor engagement and increased vitality. The Chamber may utilize a variety of data points, that are on trend with the most up to date engagement channels such as website traffic, social media, phone applications and widgets, influencer relationships, direct services rendered, and similar destination marketing tools.

CONCLUSION:

Staff recommends that the Town Council approves the Annual Agreement for Services with the Los Gatos Chamber of Commerce to manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center, for a total amount of $88,000 for FY 2025-26.

COORDINATION:

This report was coordinated by Economic Vitality staff and the Town Manager’s Office, and the Scope of Services was updated in coordination with the Chamber of Commerce CEO.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Annual Report from the Los Gatos Chamber of Commerce Received May 15, 2025.

2. Draft Agreement for Services including Exhibit A - Scope of Services with the Los Gatos Chamber of Commerce to manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center.

ITEM NO. 4.

Memo To: Town of Los Gatos Staff and Town Council
From: Jennifer Lin, Chief Executive Officer, LGCC
David Lambert, President LGCC Board of Directors
Subject: Year-End Report
$88K for Los Gatos Visitor Information Center, Visit Los Gatos Website, Social Media and Destination Marketing Services
Date: May 9, 2025
Introduction
The Los Gatos Chamber of Commerce is an independent contractor that is paid a fee for service by the Town of Los Gatos. This memo details the ways in which the Chamber has fulfilled the scope of services outlined in the Town’s Agreement with the Los Gatos Visitor and Information Center.

Our Mission
The Los Gatos Chamber serves the community first and foremost by being a catalyst for business growth and success; a convener of leaders and influencers to get things done; and a champion for a thriving community.

Our Vision
The Los Gatos Chamber of Commerce aims to be the strong, unified voice of the spirited Los Gatos business community and a CATALYST for business support and advocacy. The Chamber will act as a CONVENER of leaders and influencers for dialogue and problem-solving. We serve as a CHAMPION, preserving the cherished quality of life in our Town by listening to the concerns of all segments of the community.

The Town has an agreement with the Chamber to manage the Town’s Visitor and Information Center. This agreement has been in place off and on for the past 25 years.

ATTACHMENT 1

ITEM NO. 4.

In 2001, the Town Council approved just over $100,000 for services provided by the Chamber of Commerce. Over the years, that amount has decreased significantly, while the Chamber of Commerce’s services have expanded and its costs of doing business have also significantly increased.

From 2019 through June 2023, the Chamber received approximately $55K per year. In FY 2023-2024 and FY 2024-2025, the amount was increased to $88K.

The Los Gatos Chamber of Commerce is pleased to present this comprehensive year-end report, detailing our extensive accomplishments and the impactful ways we have met and exceeded the expectations outlined in our contractual Scope of Services with the Town of Los Gatos.

Visitor Experience and Information Services
Visitor Information Center Operations
Strategically situated in our downtown office, the Visitor Information Center has provided exemplary service year-round, operating officially Tuesday through Friday from 10 AM to 4 PM, with additional hours from 4 PM to 5:30 PM on most days. Our dedicated team served as a vital resource, providing visitors a high-touch concierge-style service, guiding them toward memorable experiences in dining, shopping, outdoor recreation, accommodations, and local events. On average, we welcomed approximately five in-person visitors daily, responded to 7–10 phone inquiries, and addressed around 15 digital requests each day. We continue to maintain the only permanent public restroom facility in the downtown area, significantly enhancing visitor convenience and downtown accessibility.

Through proactive distribution of informational materials from Town departments and community organizations—including NUMU, Los Gatos Library, LGS Recreation, and the Los Gatos-Monte Sereno Police Department—we have effectively connected residents and visitors alike with valuable local resources. Additionally, we fulfilled relocation and business start-up inquiries, mailing free resource packets to prospective residents and entrepreneurs. Our visitor concierge services not only meets informational needs but strengthens Los Gatos’s reputation as a welcoming and business-friendly town.

During the term of this annual contract, the Chamber allocated space for the Town’s Visitor and Information Center—including the public restroom and use of the conference room—valued at $19,899. We also covered general office and operational expenses related to the Visitor

ITEM NO. 4.

Information Center in the amount of $31,560. Additionally, we invested $77,000 in staffing to support visitor services, social media, and destination marketing. In total, the Chamber contributed $128,459 in support of these efforts during FY 2024–2025—demonstrating our strong commitment and fiscal stewardship beyond the Town’s $88,000 contract.

Digital Presence and Engagement
Our ongoing enhancements to the Visit Los Gatos website have greatly improved user experience, leading to consistently high search engine rankings. The site has become a centralized hub for visitor planning—featuring seasonal itineraries, event highlights, and curated dining and shopping guides. Over the course of the fiscal year, we published over 50 updates to the site, including business spotlights, promotional features, and refreshed visuals that align with the town's branding goals. These updates have contributed to a measurable increase in user engagement: we saw a 27% year-over-year increase in page views and a 15% increase in average time on site. Clear partnership acknowledgment between the Town and Chamber reinforces our joint investment in local economic development.

Social Media Excellence and Influencer Collaborations
This year, we refined our @VisitLosGatos digital strategy to align with evolving social media algorithms, which now prioritize quality and engagement over frequency. We’ve focused on producing more compelling, event-driven content that performs well under current algorithm standards. As a result, we created over 90 original posts and 300 stories across Instagram and Facebook, promoting local events, businesses, and seasonal experiences.

The @VisitLosGatos account grew by 38% year-over-year, with a 41% increase in engagement—and now regularly reaches an audience of over 26,000 people across California and other regions, expanding far beyond our original South Bay base. Our most successful content highlights specific happenings—like live music, pop-ups, and festivals—especially when supported by reposts, business collaborations, and professionally produced visuals.

Collaborations with local influencers and content creators have proven especially valuable for increasing visibility.

Most recently, we partnered with @discover_california_, a top travel and foodie influencer with a reach of nearly 500K+ viewers, to produce high-impact content aimed at boosting regional tourism ahead of the 2026 Super Bowl and FIFA World Cup. This campaign, including two professional reels and cross-platform stories, is projected to generate over 72,000 views. As @VisitLosGatos shifts to a more destination-focused platform, we are increasingly viewed as a go-to source for showcasing the town’s unique offerings to a wider visitor audience.

ITEM NO. 4.

Destination Marketing: Tools and Content Strategy
Los Gatos Destination Guide and Maps
In 2024, the Chamber proudly launched our Town’s first Los Gatos Official Destination Guide, strategically available at key visitor hubs including San Jose International Airport, local hotels, businesses, and our Visitor Information Center. This high-quality, visually appealing guide provided comprehensive coverage of Los Gatos’s culinary offerings, unique shopping experiences, outdoor adventures, wine country appeal, and rich local history, substantially elevating the town’s visibility and desirability as a travel destination.

To complement our Guide and other Visitor Center resources, we developed an all-new detailed Official Town Map featuring key points of interest, parks, and a focused downtown inset.

Additionally, we ensured the prime “Visit Los Gatos’ placement in the inaugural new Silicon Valley Map that will be distributed at the San Jose International Airport, enhancing our regional visibility and appeal to arriving visitors.

Destination Marketing: High-Impact Major Events
Our experience shows that when visitors come to Los Gatos seeking the unique experiences offered through our signature events, they are often inspired to return—again and again—to shop, dine, explore, and enjoy all the town has to offer. Ticketing data confirms that 80% to 87% of attendees at our major events—including Taste of Los Gatos and the Wine Walk—are non-residents, with San Jose, Mountain View, and San Francisco consistently among the top ZIP codes represented. Notably, nearly half of these visitors come from beyond our immediate neighboring towns, reflecting a wide geographic reach that spans the greater Bay Area and beyond. This strong regional draw underscores the economic value of our programming, as these attendees contribute meaningfully to local spending and sales tax revenue.

This year, we expanded our roster of events to include not only a major festival but also smaller activations such as the Valentine’s Sweetheart Stroll and the Kid + Pet Halloween PAWlooza—each thoughtfully designed to drive foot traffic, deepen community connection, and broaden regional engagement.

ITEM NO. 4.

Taste of Los Gatos Street Festival
Successfully launched in 2024, the Taste of Los Gatos festival exemplifies our goals for destination marketing. Featuring 29 local restaurants and regional wineries, the event drew an estimated 3,000 attendees. Culinary tasting wristbands sold out the night before, signaling strong demand and enthusiasm. The event promoted multicultural offerings, supported local nonprofits, and created a warm, welcoming environment in the heart of downtown. Community organizations hosted booths, and live music and family-friendly activities made it inclusive and engaging. While the inaugural event was a break-even financial endeavor due to high security and street-closure costs, it proved its viability and appeal. With additional investment, or with in-kind support on street closure costs, the Chamber envisions growing the festival into a two-day marquee event comparable to Half Moon Bay’s Pumpkin Festival or Campbell’s Oktoberfest—driving regional tourism, economic activity, and community pride.

Magical Memories Holiday Program
The newly introduced Magical Memories Holiday Program quickly became a beloved community tradition, welcoming over 800 families and delighting more than 1,300 children. This inclusive, welcoming, and accessible program was offered completely free to all and included festive activities such as beautifully decorated Santa workshop visits, free gourmet hot chocolate, and scenic, hop-on, hop-off trolley rides throughout downtown. Magical Memories achieved viral popularity on social media, as families enthusiastically shared photos, videos, and heartfelt messages about their experiences. This wave of organic, user-generated content significantly expanded the program’s visibility—drawing new visitors from neighboring towns who wanted to be part of the joyful atmosphere they saw online.

GOLD Thursdays
Launched in Summer 2024, GOLD Thursdays kicked off this year on May 1st as Los Gatos’s First Thursdays vitality program, running from May through October. The initiative was designed to activate downtown with evening programming and promote Los Gatos as a vibrant shopping and dining destination during the summer and fall. On the first Thursday of each month, the Chamber coordinates family-friendly activities from 5–8 PM—such as face painting at Old Town and live music at Grays Lane—while encouraging businesses to offer special one-day promotions or host pop-up events. The program has grown community participation, supported retail foot traffic on traditionally slower weekdays, and added a festive rhythm to the local experience during peak visitor season.

ITEM NO. 4.

Wine Walk VIP Experience
In 2024, we introduced a VIP Experience as a premium component of the Wine Walk. This elevated event drew discerning wine enthusiasts from across the Bay Area and helped position Los Gatos as a premier wine destination. The VIP Experience offered exclusive tastings and amenities, resulting in strong attendee satisfaction and expanded regional reach. Based on its success, we are now evaluating it as a potential standalone event in 2026.

Additional Marketing and Community Initiatives
● Los Gatos Loyal Card: Successfully stimulated local commerce with exclusive resident and visitor perks and promotions card.
● Strategic Advertising: Increased regional awareness and visitor interest through prime advertising placements in prominent local and regional publications including Los Gatos Magazine, Los Gatos Weekly and other Bay Area News Group outlets, and the Sounds of Summer Music Guide.
● LOST Gatos Historical Walking Tour: Produced and promoted historical walking tour collateral.
● Illustrated Downtown Map: Collaborated with a local artist to produce a charming, keepsake downtown map to promote visitor wayfinding and discovery of major points of interest.
● Consistent and Engaging Communications: Maintained robust weekly e-newsletters, regularly refreshed online content, and managed a comprehensive calendar of all major town events organized by community organizations, available both in the Destination Guide and via our online event calendar, ensuring consistent, timely engagement.

Expanding Our Reach and Economic Impact
The Chamber is leading a multi-phase destination marketing initiative to position Los Gatos not only as a desirable day-trip destination, but also as a premier getaway and event destination for the Bay Area and beyond—with the goal of increasing the Town’s tax revenue.

Phase I: Awareness
This phase began with the launch of the Official Los Gatos Destination Guide, which introduced Los Gatos to new audiences and provided compelling, high-quality content to inform and inspire potential visitors.

ITEM NO. 4.

Phase II: Visibility and Engagement
Building on the foundation of Phase I, this phase expands our reach through curated storytelling, influencer marketing, and digital platforms that invite deeper visitor interaction. As part of this effort, we are working with a mix of established and micro-influencers to promote Los Gatos to targeted visitor segments. Our recent collaboration with @discover_california_, a top California travel influencer, is a prime example: during his three-day visit, he captured video content highlighting our town’s wine, dining, retail, and natural beauty. The resulting highlight reels will be used across platforms to boost visibility and reinforce our positioning as a premier destination.

To support more immersive visitor experiences, we have identified Bandwango—a proven digital platform used by towns like Yountville and Calistoga—as a next-step tool for aiding discovery and deepening engagement. If funding allows, this platform would enable us to offer curated passes and itineraries, incentivize extended stays, and capture valuable visitor data.

To lay the groundwork for Phase III, we are expanding our positioning as a destination for milestone celebrations, lifestyle shopping, and design-focused tourism. In FY 2025–26, we plan to partner with venue marketing firms such as Distinct Locations to promote Los Gatos as a go-to location for weddings, retreats, and celebrations. These efforts support weekday and off-season business while elevating the town’s reputation as a beautiful and memorable place to stay, shop, and gather.

We also see growing potential to promote Los Gatos as a destination for design, home décor, and upscale retail. The upcoming Restoration Hardware Gallery & Restaurant positions the town to attract foodie and design-conscious visitors seeking immersive, high-end experiences. The Chamber will market Los Gatos as a place where visitors can enjoy great food and wine—while exploring a distinctive culture of creativity and style.

Phase III: Conversion and Economic Impact
This final phase builds on the visibility and engagement generated through Phases I and II, and requires deeper, longer-term investment to fully realize its potential. It focuses on converting day visitors into overnight guests—those who stay in local hotels, dine at multiple restaurants, shop across districts, and return for seasonal experiences. By continuing to strengthen Los Gatos’ appeal as a stylish, experience-rich destination, we aim to drive sustained increases in hotel occupancy, sales tax revenue, and long-term economic vitality.

ITEM NO. 4.

In Conclusion
The Chamber is proud to have fulfilled the terms of our FY 2024–2025 agreement and to have delivered meaningful results that elevate Los Gatos as a welcoming, vibrant destination. From expanding our digital reach and curating signature events to enhancing visitor services and strengthening community connections, our work continues to drive value for the Town and its businesses. We are grateful for the opportunity to serve as a trusted partner to the Town.

ITEM NO. 4.

ATTACHMENT 2

AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND

THE LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR
2025/2026
THIS AGREEMENT is made and entered into on June 3, 2025, by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and LOS GATOS CHAMBER OF COMMERCE, (“Chamber”), whose address is 10 Station Way, Los Gatos, California. This Agreement is made with reference to the following facts.

WHEREAS, Town appropriated funds in its Fiscal Year 2025/2026 Budget for this agreement for service, and;
WHEREAS, Town desires to engage Chamber to provide services as identified in this agreement, and Town has appropriated funds for this purpose, to be utilized during the time period between July 1, 2025, and June 30, 2026, and; WHEREAS, Chamber represents and warrants the truth of all statements contained in “Scope of Services” attached as Exhibit A and incorporated herein by reference.

WHEREAS, Town and Chamber have executed an Agreement since Fiscal Year 2001, and;
WHEREAS, Town desires to engage the Chamber to manage the Town’s Visit Los Gatos Destination Marketing Platform and provide Town Visitors Information Center services on behalf of the Town of Los Gatos to attract visitors and encourage economic vitality in Los Gatos.

WHEREAS, the Chamber represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

WHEREAS, the Chamber warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement and acknowledges Town has relied upon these warranties to retain Chamber.

NOW. THEREFORE, the parties agree as follows:

1. Scope of Services. Chamber shall provide services as described in Exhibit A Chamber of Commerce Scope of Services, which is hereby incorporated by reference and attached as Exhibit A.
2 Term and Time of Performance. This contract will remain in effect from July 1, 2025, to June 30, 2026. Chamber shall perform the services described in Exhibit A – Scope of Servicesto manage the Town’s Visit Los Gatos Destination Marketing Platform and provide Town Visitors Information Center services on behalf of the Town of Los Gatos to attract visitors and encourage economic vitality in Los Gatos.

ITEM NO. 4.

ATTACHMENT 2

3. Compliance with Laws. The Chamber shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Chamber represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Chamber to practice its profession.

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

4. Sole Responsibility. Chamber shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

5. Information/Report Handling. All documents furnished to Chamber by the Town and all reports and supportive data prepared by the Chamber under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Chamber's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Chamber in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Chamber shall not make any of these documents or information available to any individual or organization not employed by the Chamber or the Town without the written consent of the Town before such release.

6. Compensation. Compensation for Chamber's professional services shall not exceed $88,000 for the management of the Visit Los Gatos, the Town’s Destination Marketing Platform and the Town’s Visitors Information Center, inclusive of all costs.

7. Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed as described in Exhibit A.

Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Email to: [email protected]
Or, Mail to: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655

8. Availability of Records. Chamber shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Chamber shall make these records available to authorized personnel of the Town at the Chamber's offices during business hours upon written request of the Town.

9. Annual Report. Chamber shall provide an annual report to the Economic Vitality Manager no later than May 1, 2026, that contains metrics accounting for data that supports the work of this agreement at no less than three time points in time, at least three months apart (i.e.

September, December, March) supporting the work throughout the agreement period and accounting for the services rendered by the Chamber for Destination Marketing and

ITEM NO. 4.

ATTACHMENT 2
Visitors Information Center services; and, including direct expenditures for any products purchased, allocation of staff hours, documentation of any approved subcontractors or third party vendors used to provide services under this contract including agreements, invoices and proof of payment, and other related documentation, and analytics and data reflective of in person, online, social media, and other efforts to support the services outlined in Exhibit A- Scope of Services.

10. Use of Town of Los Gatos Branding and Logo. The Town has provided branding for the Visit Los Gatos Website, including a logo and color palette. This shall continue to be used for the maintenance of the website and social media platforms displaying the Visit Los Gatos name and brand. The provided branding is the property of the Town and shall only be used by the Chamber for the business of and marketing collateral that is executed as a part of the Visitors Information Center or Visit Los Gatos Destination Marketing efforts.

Use of the logo in social media, print, email, or other form that is not directly related to the Visitors Information Center or Visit Los Gatos website requires explicit written permission from the Town.

11. Assignability and Subcontracting. The services to be performed under this Agreement are unique and specific to the Chamber. Any portion of these services that the Chamber elects to assign or subcontract to another vendor/consultant requires the written consent of the Town, and copies of all related agreements, invoices, and other documentation must be included in the bi-annual reports as noted in this Agreement.

12. Independent Contractor. It is understood that the Chamber, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor, the Chamber shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Chamber 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. Chamber agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Chamber 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 Chamber or is based on allegations of Chamber’s negligent performance or wrongdoing.

13. Conflict of Interest. Chamber understands that the professional responsibilities of the Town Information Center are solely to the Town. The Chamber has and shall not obtain any holding or interest within the Town of Los Gatos. Chamber has no business holdings or agreements with any individual member of the staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Chamber warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Chamber shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after the employment of a person, Chamber discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Chamber shall promptly notify Town of

ITEM NO. 4.

ATTACHMENT 2
this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

14. Use of Funds. The Chamber shall not use any monies received under this agreement for the endorsement, opposition, or participation in any political lobbying activity involved in the support or opposition to any candidate for public office, proposed ballot measure or item pending Town Council action.

15. Equal Employment Opportunity. Chamber warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Chamber nor its subcontractors shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

16. Minimum Scope of Insurance:
i. Chamber agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Chamber 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 two million dollars ($2,000,000) combined single limit per accident for bodily injury and property damage. iii. Chamber shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Chamber agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Chamber agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $2,000,000 which is sufficient to insure Chamber for professional errors or omissions in the performance of the particular scope of work under this agreement.

General Liability:
i. The Town, 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 Chamber; products and completed operations of Chamber, premises owned or used by the Chamber. This requirement does not apply to the professional liability insurance required for professional errors and omissions.
ii. The Chamber’s insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance

ITEM NO. 4.

ATTACHMENT 2
or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Chamber’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 Town, its officers, officials, employees or volunteers.
iv. The Chamber'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.

17. 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 Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

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

19. Indemnification. The Chamber shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, 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 or omissions of the Chamber, or any of the Chamber's officers, employees, or agents or any subconsultant.

20. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

21. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

22. Termination of Agreement. The Town and the Chamber shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Chamber shall deliver to the Town all plans, files, documents, reports, performed to date by the Chamber. In the event of such termination, Town shall pay Chamber an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

ITEM NO. 4.

ATTACHMENT 2

23. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Chamber.

24. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal.

25. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030

LOS GATOS CHAMBER OF

COMMERCE
Attn: Jennifer Lin, Chief Executive Officer
10 Station Way
Los Gatos, CA 95030
or personally delivered to Chamber to such address or such other address as Chamber designates in writing to Town.

26. Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

27. Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Chamber. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

IN WITNESS WHEREOF, the Town and Chamber have executed this Agreement.

Recommended by:

Monica Renn, Economic Vitality Manager
Town of Los Gatos by:

Chris Constantin, Town Manager

Los Gatos Chamber of Commerce by:

Chief Executive Officer, Signature
Chief Executive Officer, Printed Name
Approved as to Form:

Gabrielle Whelan, Town Attorney
Attest:

Wendy Wood, Town Clerk

ITEM NO. 4.

ATTACHMENT 2

EXHIBIT A - SCOPE OF SERVICES

AGREEMENT FOR SERVICES WITH THE CHAMBER OF COMMERCE
2025/2026

LOS GATOS VISITOR INFORMATION CENTER, VISIT LOS GATOS WEBSITE, SOCIAL MEDIA AND DESTINATION MARKETING SERVICES FOR $88,000 All services rendered as a part of this scope of services under the function of the Los Gatos Visitor Information Center shall be to the benefit and promotion of Town-wide stakeholders including businesses, residents, and visitors.

The following services and information will be coordinated and provided by the Chamber of Commerce as a part of the operations of the Los Gatos Visitor Information Center, Visit Los Gatos Website, and Visit Los Gatos Social Media and Destination Marketing Services:

1. Provide services to manage and maintain Visit Los Gatos as follows:
a. Maintain branded website, https://visitlosgatosca.com, that is easily accessible, simple to navigate, and appears within the top online keyword searches; and b. Ensure the services, promotions, content, etc. under the umbrella of Visit Los Gatos is open to and inclusive of all Los Gatos businesses regardless of their membership status at the Los Gatos Chamber of Commerce; and c. Ensure the branding and messaging of content related to Visit Los Gatos is reflective of the Town’s goals and objectives; and
d. Include language on the website that clearly reflects the partnership of the Town of Los Gatos and Chamber of Commerce as partners/sponsors of the website (the Town continues to provide a direct link from its website to Visit Los Gatos); and e. Provide marketing such as digital and printed materials to visitors at the hotels, restaurants, shops, Chamber of Commerce Office, Town Hall, Library, etc. that identifies and promotes the Visit Los Gatos website, social media, and related activities; and
f. Maintain and update the information on the website in a timely manner to ensure the information provided is accurate and up to date, with a minimum of once monthly updates; and
g. Provide dedicated staffing to support the social media and destination marketing efforts of Visit Los Gatos, including Visit Los Gatos focused posts published regularly across social media and similar platforms.
h. When feasible, engage with cross-promotional opportunities, mobile applications/ widgets, social media tags, or influencer engagement to increase the visibility of the Visit Los Gatos brand and destination marketing efforts on a variety of platforms.

2. Continue to support the Town’s business outreach efforts for events, meetings, and programs through social media, email, etc.
a. Promote Town events in Chamber of Commerce marketing materials including email notifications and newsletters. Content will be provided by Town staff for distribution.

ITEM NO. 4.

ATTACHMENT 2

3. Offer in-person Los Gatos Visitor Information Center services at the Chamber of Commerce offices.
a. Respond to walk-in and call-in inquiries, and encourage engagement with the Visit Los Gatos website and social media platforms; and b. Allow Town meetings with the business community to be conducted at the Chamber of Commerce offices during mutually agreed upon times and days.

4. Provide Annual Written Reports and Monthly Invoicing. a. The annual written reports shall be provided to the Economic Vitality Manager of the Town no later than May 1, 2026 by the Chamber of Commerce that quantifies services rendered and accounts for all funds expended to meet this Scope of Services, and the attached Agreement. The report shall include data points for three different time periods, at least three months apart and within the time frame of the attached agreement that quantifies the services provided and specifies the various marketing collateral, applications, social media channels, staffing, and any other channels utilized to provided destination marketing and Visitor Information Center services; and
b. Invoice the Town for payment of services monthly, as described in the attached Agreement.

ITEM NO. 4.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/03/2024
ITEM NO: 5
DATE: May 28, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution Establishing the Fiscal Year 2025-26 Gann Appropriation Limit for the Town of Los Gatos
RECOMMENDATION:

Adopt a resolution establishing the Fiscal Year (FY) 2025-26 Gann Appropriation Limit for the Town of Los Gatos.

FISCAL IMPACT:

There is no fiscal impact from this action.

BACKGROUND:

On November 6, 1979, California voters approved Proposition 4, commonly known as the Gann Spending Limitation Initiative, establishing Article XIIIB of the California State Constitution. This Proposition, which became effective in FY 1980/81, mandated an appropriation (spending) limit on the amount of tax proceeds that the State and most local government jurisdictions may appropriate within a fiscal year. Charges for services, fees, grants, loans, donations, and other non-tax proceeds are excluded from the spending limitation. Exemptions are also made for voter-approved debt prior to January 1, 1979, and the cost of court-related or Federal government mandates.

The Initiative was later modified by two propositions: Proposition 98 in 1988 and Proposition 111 in 1990. Proposition 98 established the return of tax revenues exceeding appropriation limit levels to the State or citizens through a process of refunds, rebates, or other means.

Proposition 111 allowed more flexibility in the appropriation calculation factors.

ITEM NO. 5.

PAGE 2 OF 2
SUBJECT: Adopt a Resolution Establishing the FY 2025-26 Gann Appropriations Limit for the Town of Los Gatos
DATE: May 28, 2025
DISCUSSION:

Attachment 1 is a resolution for Council consideration to establish an appropriation limit for FY 2025-26. The appropriation limit is based on population and per capita income data provided by the State of California Department of Finance. In alignment with State guidelines, the appropriation limit for FY 2025-26 was calculated using inflation and population factors comprised of the change in County or Town population (whichever is higher) and the change in California per capita personal income.

The calculation of the FY 2025-26 Gann Appropriation Limit is as follows:

The appropriation limit is the total amount of tax money that can be appropriated by the Town in FY 2025-26. The proposed FY 2025-26 budget anticipates $41,745,536 in taxes, which is $17,634,647 less than the appropriation limit of $59,380,183.

ENVIRONMENTAL ASSESSMENT:

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

Attachment:

1. Resolution establishing the Gann Appropriation Limit for FY 2025-26 County Per Capita 2024-25 2025-26
Population Income Appropriation Appropriation Appropriation Factor Factor Factor Limit Limit

1.0004 X 1.0644 = 1.064825760 X $ 55,765,163 = $ 59,380,183 FY 2025-26 Calculation

ITEM NO. 5.
1 of 3
Resolution 2025- June 03, 2025
ATTACHMENT 1
DRAFT RESOLUTION 2025-

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS ESTABLISHING THE FY 2025-26 APPROPRIATIONS LIMIT

FOR THE TOWN OF LOS GATOS
WHEREAS, Article XIIIB of the California Constitution (Limitation of Government Appropriations) was passed by the California electorate on November 6, 1979, and became effective on July 1, 1980; and
WHEREAS, Chapter 1205, Statute of 1980, Section 7900 of the California Government Code formally implements methods for governmental entities to establish and define annual appropriations limits; and
WHEREAS, the growth factors used to calculate the Annual Appropriations Limit are County or Town population change and the increase in the California per capita income; WHEREAS, in addition to the annual inflation and population adjustments, state law requires the Appropriations Limit to be adjusted in the event that the financial responsibility for providing services is transferred in whole or in part from one entity of government to another; and
THEREFORE, BE IT RESOLVED: that the Annual Appropriations Limit for the Town of Los Gatos for FY 2025-26 is $59,380,183 as reflected in Exhibit A.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 3rd day of June 2025 by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

ITEM NO. 5.
2 of 3
Resolution 2025- June 03, 2025
ATTACHMENT 1
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

ITEM NO. 5.
3 of 3
Resolution 2025- June 03, 2025
ATTACHMENT 1

EXHIBIT A
For Beginning County Town Per Capita Ending %
YE Population Population Income Limit
Limit Factor Factor Factor Limit Increase
2010 28,426,367 1.0156 1.0108 1.0062 29,048,811 2.19%
2011 29,048,811 1.0126 1.0101 0.9746 28,667,689 -1.31%
2012 28,667,689 1.0089 1.0096 1.0251 29,669,366 3.49%
2013 29,669,366 1.0124 1.0081 1.0377 31,169,671 5.06%
2014 31,169,671 1.0157 1.0147 1.0512 33,279,977 6.77%
2015 33,279,977 1.0150 1.0102 0.9977 33,701,485 1.27%
2016 33,701,485 1.0113 1.0020 1.0382 35,384,256 4.99%
2017 35,384,256 1.0126 1.0070 1.0537 37,754,174 6.70%
2018 37,754,174 1.0081 1.0040 1.0369 39,464,396 4.53%
2019 39,464,396 1.0099 1.0050 1.0367 41,317,775 4.70%
2020 41,317,775 1.0033 0.9998 1.0385 43,050,108 4.19%
2021 43,050,108 1.0037 1.0234 1.0373 45,831,327 * 6.46% 2022 45,831,327 0.9944 0.9919 1.0573 48,186,101 ** 5.14% 2023 48,186,101 0.9931 0.9961 1.0755 51,622,037 7.13%
2024 51,622,037 0.9975 0.9980 1.0444 53,806,227 4.23%
2025 53,806,227 1.0002 0.9959 1.0362 55,765,163 3.64%
2025 55,765,163 1.0004 0.9957 1.0644 59,380,183 6.48%
County Per Capita 2024-25 2025-26
Population Income Appropriation Appropriation Appropriation Factor Factor Factor Limit Limit

1.0004 X 1.0644 = 1.064825760 X $ 55,765,163 = $ 59,380,183 2025-26 2025-26 Percentage
Tax Appropriation of
Revenues Limit Limit
41,745,536 / $ 59,380,183 = 70%
Percentage of Appropriation
*FY 2020-21 ending and FY 2021-22 beginning Appropriation Limit includes an adjustment of $130,503 to address the annexed parcels from Santa Clara County. The Town of Los Gatos increased its base by $130,503 while the County of Santa Clara decreased its base with the same amount.
**The State issued a list in December 2022 per State Subventions Pursuant to Government Code Section 7903(AN) that listed the Town of Los Gatos needing to report $7 million State Subvention pass through grant. The Town is still under the Gann Appropriation Limit with the additional $7 million pass through grant from FY 2021-22.

APPROPRIATION LIMIT FACTORS
Appropriation Appropriation
June 30
FY 2025-26 Calculation Page 40
ITEM NO. 5.

PREPARED BY: Sean Rose
Special Project Manager
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: 06/03/2025
ITEM NO: 6
DATE: May 29, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Take Actions Related to the Los Gatos Creek Trailhead Connector to Highway 9 Project (CIP 832-4505) including Project Acceptance, Directing Staff to Record the Notice of Completion, and Approving an Amendment to the Agreement for Services with Zoon Engineering to Reallocate Expenses Between Tasks within the Existing Total Agreement Amount of $1,220,822.07 and Authorize its Execution by the Town Manager
RECOMMENDATION:

Staff recommends that the Town Council take the following actions regarding the Los Gatos Creek Trailhead Connector Project:
a. Accept the construction of the project;
b. Direct staff to Record the Notice of Completion (Attachment 1) for the Los Gatos Creek Trailhead Connector to Highway 9 Project; and
c. Approve the the First Amendment to the Agreement for Services with Zoon Engineering to Retain the Compensation Amount at $1,220,822.07, Reallocate Funds Between Tasks, and Authorize its Execution by the Town Manager.

STRATEGIC PRIORITIES:

The recommended action supports the Core Goals of Community Character and Quality Public Infrastructure.

FISCAL IMPACT:

There are no fiscal impacts associated with these actions. The contract discussed here is encumbered per the original agreement in CIP Project No. 832-4505.

ITEM NO. 6.

PAGE 2 OF 3
SUBJECT: Actions Related to the Los Gatos Creek Trailhead Connector to Highway 9 Project (CIP 832-4505)
DATE: May 29, 2025
BACKGROUND:

The Los Gatos Creek Trailhead Connector to Highway 9 Project resulted in the construction of a switchback trail access from the north side of Highway 9 and the Los Gatos Creek Trail and a bicycle/pedestrian trail access on the south side of Highway 9 from University Avenue.

Construction bids were opened on April 6, 2023, and five contractors submitted bids. On August 1, 2023, the Town Council authorized the Town Manager to execute a construction agreement with Granite Construction in the amount of $6,529,396 and authorized a 10% construction contingency in the amount of $652,940. At that same meeting, the Town Council authorized the Town Manager to execute an agreement with Zoon Engineering in the amount of $1,220,822 and authorized a 2.39% construction contingency in the amount of $29,178.

DISCUSSION:

Project Acceptance
Project construction commenced in October 2023 and Granite Construction (Granite) completed work on performed their final work on-site on April 5, 2025. On April 7, 2025, Granite was issued a Relief of Maintenance Letter. The work has been completed to the satisfaction of the Town Engineer.

Ten (10) change orders were executed for the Granite Construction contract which, along with contract item underruns, resulted in a total cost increase of $425,884, leaving a contingency balance of $227,055. Change order work included quantity adjustments, grade adjustments, additional bridge inspection costs, handrailing modifications, and various other costs and credits associated with extra work and unforeseen conditions. Staff recommends that the Town Council accept the construction of the project and authorize staff to record the Notice of Completion (Attachment 1).

Zoon Amendment
The agreement for services with Zoon Engineering includes a $265,115.64 budget for reimbursement of materials testing (Task 3). This work was subcontracted by Zoon. The total charge for Materials Testing was $123,727.52. The cost for testing was reduced by $141,388.12 due to the fabrication process used for the bridge. This amount was not intended to pay for inspection services, however, Zoon performed additional construction inspection work in the amount of $100,001.05 necessitated by unforeseen conditions.

Staff recommends that the Town Council authorize a First Amendment to Zoon’s contract (Attachment 2) to allow $100,001.05 of the surplus Materials Testing budget (Task 3) to cover the additional construction inspection work. The total agreement amount after this amendment remains as originally approved.

ITEM NO. 6.

PAGE 3 OF 3
SUBJECT: Actions Related to the Los Gatos Creek Trailhead Connector to Highway 9 Project (CIP 832-4505)
DATE: May 29, 2025
CONCLUSION:

The recommended actions formally accept the project construction and amends the Zoon Agreement for Services.

COORDINATION:

This project has been coordinated with the Finance Department.

ENVIRONMENTAL ASSESSMENT:

This is a project as defined under CEQA but is Categorically Exempt (Section 15301). A Notice of Exemption was previously filed.

Attachments:

1. Notice of Completion

2. Contract Amendment – Zoon Engineering

ITEM NO. 6.

Los Gatos Creek Trail Connector to Hwy 9 2025 Form NOTICE OF COMPLETION Project Number 4505 Page 1
ATTACHMENT 1
Recording Requested By:

Town of Los Gatos
When Recorded Mail To:

Town Clerk
Town of Los Gatos
110 E Main St
Los Gatos, CA 95030

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE § 27383
SPACE ABOVE THIS LINE IS FOR RECORDER’S USE

NOTICE OF COMPLETION
Civil Code §§ 9204 and 9208
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is the agent of the owner of the Project described below.

2. Owner’s full name is: Town of Los Gatos.

3. Town’s address is: 110 E. Main Street., Los Gatos, CA 95030.

4. The nature of Town’s interest in the Project is:

X Fee Ownership __ Lessee __ Other:_____________

5. Construction work on the Project performed on Town’s behalf is generally described as follows:

Furnishing all labor, materials, tools, equipment, and services required for completion of the Los Gatos Creek Trail Connector to Highway 9 Project, located in the Town of Los Gatos, County of Santa Clara, State of California.

6. The name of the original Contractor for the Project is: Granite Construction located at 715 Comstock Street, Santa Clara, CA 95054.

7. The Project was accepted as complete on: June 3, 2025.

8. The Project is located at: Along the south and north sides of Highway 9 between Highway 17 and University Avenue, and between Highway 9 and the Los Gatos Creek Trail.

Verification: In signing this document, I, the undersigned, declare under penalty of perjury under the laws of the State of California that I have read this notice, and I know and understand the contents of this notice, and that the facts stated in this notice are true and correct. __________________________ ________________________________ Date and Place Signature
________________________________
Chris Constantin, Town Manager

EXEMPT FROM NOTARY ACKNOWLEDGMENT REQUIREMENTS PER
GOVERNMENT CODE § 27287 AND CIVIL CODE § 9208

ITEM NO. 6.

Amendment No. 3 to Consultant Services Agreement
LOS GATOS CREEK TRAIL TO HIGHWAY 9 TRAILHEAD CONNECTOR
PROJECT 18-832-4505

FIRST AMENDMENT
TO THE

AGREEMENT FOR CONSULTANT SERVICES
LOS GATOS CREEK TRAIL TO HIGHWAY 9 TRAILHEAD
CONNECTOR PROJECT 18-832-4505
This First Amendment to the Agreement for Consultant Services for the Los Gatos Creek Trail to Highway 9 Trailhead Connector Project CIP No. 18-832-4505 that is dated for identification this __________day of ______________, 2025 (“FIRST AMENDMENT”) and amends that certain AGREEMENT FOR CONSULTANT SERVICES LOS GATOS CREEK TRAIL TO HIGHWAY 9 TRAILHEAD CONNECTOR PROJECT 18-832-4505 dated the 1st of August, 2023 by and between the Town of Los Gatos (LOCAL AGENCY) and Zoon Engineering, Inc. (CONSULTANT).

RECITALS
A. LOCAL AGENCY and CONSULTANT entered into an Agreement for Consultant Services Agreement on August 1, 2023, (“Agreement”), included herein as Exhibit A.

B. The LOCAL AGENCY desires to amend the Agreement to authorize the materials testing budget to be used to cover additional construction inspection work.

AMENDMENT

1. Article V – ALLOWABLE COSTS AND PAYMENTS, Task 3, Subsection C is hereby modified to read as follows:

C. The method of payment for Task 3 –Materials Testing 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 AGREEMENT amendment. Any unused portion of the approved budget for Materials Testing, $265,115.64 shown in the Cost Proposal, can be used for additional work needed for Construction Management and Construction Inspection, at the sole discretion of the Town. 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 ATTACHMENT 2

ITEM NO. 6.

Amendment No. 3 to Consultant Services Agreement
LOS GATOS CREEK TRAIL TO HIGHWAY 9 TRAILHEAD CONNECTOR
PROJECT 18-832-4505

Paragraph “I,” of this article shall not be exceeded unless authorized by AGREEMENT amendment.

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

IN WITNESS WHEREOF, the LOCAL AGENCY and CONSULTANT have executed this FIRST AMENDMENT, effective as of the date first set forth above.

TOWN OF LOS GATOS by: CONSULTANT by:
_________________________ _________________________
Chris Constantin, Town Manager Nabil Hissen, CEO
Approved as to Form: Departmental Approval:
_________________________ _________________________
Gabrielle Whelan, Town Attorney Nicolle Burnham, Parks & Public Works Director Attest:
_________________________
Wendy Wood, Town Clerk

ITEM NO. 6.

A-2 Pg1.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Federal Project No. CML-5067(021)

AGREEMENT FOR CONSULTANT SERVICES

TABLE OF CONTENTS PAGE
ARTICLE I INTRODUCTION.................................................................................................................A2-3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS...................................................................A2-4 ARTICLE III STATEMENT OF WORK ..................................................................................................A2-4 ARTICLE IV PERFORMANCE PERIOD................................................................................................A2-5 ARTICLE V ALLOWABLE COSTS AND PAYMENTS..........................................................................A2-5 ARTICLE VI TERMINATION .................................................................................................................A2-7 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS...................................A2-7 ARTICLE VIII RETENTION OF RECORD/AUDITS ..............................................................................A2-7 ARTICLE IX AUDIT REVIEW PROCEDURES .....................................................................................A2-8 ARTICLE X SUBCONTRACTING .........................................................................................................A2-9 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................A2-10 ARTICLE XII STATE PREVAILING WAGE RATES..............................................................................A2-11 ARTICLE XIII CONFLICT OF INTEREST..............................................................................................A2-13 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ......................A2-14

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING ....................................................................................................A2-14 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE...................A2-14 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION..................................................A2-15 ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION.................A2-16 ARTICLE XIX INSURANCE ..................................................................................................................A2-19 ARTICLE XX FUNDING REQUIREMENTS …………………………………………………………………A2-24 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

A-2 Pg2.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Federal Project No. CML-5067(021)
ARTICLE XXI CHANGE IN TERMS ....................................................................................................A2-24 ARTICLE XXII CONTINGENT FEE .....................................................................................................A2-24 ARTICLE XXIII DISPUTES.................................................................................................................. A2-24 ARTICLE XXIV INSPECTION OF WORK ........................................................................................... A2-25 ARTICLE XXV SAFETY....................................................................................................................... A2-25 ARTICLE XXVI OWNERSHIP OF DATA............................................................................................. A2-25 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR........... A2-26 ARTICLE XXVIII CONFIDENTIALITY OF DATA................................................................................. A2-26 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION....................................A2-26 ARTICLE XXX EVALUATION OF CONSULTANT...............................................................................A2-27 ARTICLE XXXI PROMPT PAYMENT FROM THE LOCAL AGENCY TO CONSULTANT..................A2-27 ARTICLE XXXII TITLE VI ASSURANCES ...........................................................................................A2-27 ARTICLE XXXIII NOTIFICATION..........................................................................................................A2-31 ARTICLE XXXIV CONTRACT...............................................................................................................A2-31 ARTICLE XXXV SIGNATURES ...........................................................................................................A2-31 ATTACHMENTS :

EXHIBIT A – SCOPE OF SERVICES
EXHIBIT B – COST PROPOSALS
EXHIBIT C – CONSULTANT CONTRACT DBE COMMITMENT – EXHIBITS 10-O1 and 10-O2 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

A-2 Pg3.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Federal Project No. CML-5067(021)

ARTICLE I INTRODUCTION
This AGREEMENT is made and entered into on 1st day of August 2023 by and between the TOWN OF LOS GATOS, a California municipal corporation, hereinafter referred to as LOCAL AGENCY and ZOON ENGINEERING, INC, hereinafter referred to as, CONSULTANT, identified as an S Corporation and whose address is 3960 Adeline Street, Suite 3, Emeryville, CA 94608 A. The CONSULTANT is incorporated in the State of CALIFORNIA.

The Project Manager for the “CONSULTANT” will be NABIL HISSEN.

The Contract Administrator for the LOCAL AGENCY will be the Town Engineer.

B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and “Exhibit A – Scope of Services” attached hereto and incorporated by reference and the approved CONSULTANT’s Cost Proposals dated July 3 2023. The approved CONSULTANT’s Cost Proposal is attached hereto as “Exhibit B” and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction.

The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent Contractor and that no relationship of employer-employee exists between the Parties hereto.

CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the 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 City 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, CONSULTANT'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 City 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.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

A-2 Pg4.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Federal Project No. CML-5067(021)
I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; 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 CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall meet weekly with project team and submit progress reports following each meeting. The reports 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 Construction Manager/Resident Engineer shall meet with LOCAL AGENCY’s Project Manager, as needed, to discuss progress on the AGREEMENT.

C. This AGREEMENT requires conferences, meetings, daily site inspection of the construction project as the LOCAL AGENCY’S representative, to ensure compliance with local, State and Federal requirements. These costs are to be included in the Consultant’s Cost Proposal for the AGREEMENT Scope of Services.

ARTICLE III STATEMENT OF WORK
A. CONSULTANT agrees to perform the services as outlined in “Exhibit A – Scope of Services” within the time frames specified therein, and accept payment as outlined in “Exhibit B – CONSULTANT’S Cost Proposal” which are hereby incorporated by reference and attached. In the performance of the Scope of Services for this AGREEMENT, the responsible CONSULTANT Construction Manager/Resident Professional Engineer shall sign and stamp with registration number, any plans, certifications, and other engineering reports as required.

B. Right of Way – Not applicable to this AGREEMENT. All construction work shall be performed by the construction contractor within the existing Caltrans right of way per the construction contract documents under the supervision of the CONSULTANT per Exhibit A – Scope of Services.

C. Surveys – Not applicable to this AGREEMENT. Survey work for the construction contract shall be performed by the construction contractor per the construction contract documents, under the supervision of CONSULTANT per Exhibit A – Scope of Services.

D. Subsurface Investigations, where needed, are to be performed by the construction contractor per the construction documents, under the supervision of the CONSULTANT per Exhibit A – Scope of Services.

E. Local Agency Obligations - All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT, Exhibit A – Scope of Services. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work. 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 fee per the AGREEMENT.

G. Checking Shop Drawings. CONSULTANT shall provide shop drawing review per this AGREEMENT, Exhibit A -Scope of Services.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

A-2 Pg5.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Federal Project No. CML-5067(021)
H. CONSULTANT Services During Construction - CONSULTANT’s services during the course of construction, including construction management, resident engineering, inspection, and material testing, are to be specified in the AGREEMENT – Exhibit A Scope of Services together with Exhibit B – Cost Proposals for the method of payment for such services.

I. Documentation and Schedules – This AGREEMENT provides that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives
J. Deliverables and Number of Copies - The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be as specified in this AGREEMENT Exhibit A – Scope of Services.

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on August 01, 2023 contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end at the earlier of the final project construction and Close out activities, or on 12/31/2025 unless extended by an amendment to the AGREEMENT.

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

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
Task 3 – Materials Testing
A. The method of payment for the following items 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 shall be $(0) per approved Cost Proposal. This rate shall be for fully equipped vehicle(s) specified in Article III Statement of Work, as applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal.

C. The method of payment for Task 3 –Materials Testing 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 AGREEMENT 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 “I,” of this article shall not be exceeded unless authorized by AGREEMENT amendment
D. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(0) zero dollars. 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.

F. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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 Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

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 promptly according to California Regulations 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. Any changes to the progress payment process must be pre-approved in writing by the Town and Consultant.

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. Progress payments shall made accordance with Exhibit B – Cost Proposal by Task for Progress Payment Purposes. 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. 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: Nicolle Burnham, Parks and Public Works Director
41 Miles Avenue
Los Gatos, CA 95030
J. The total amount payable by LOCAL AGENCY including the fixed fee for TASK 3 shall not exceed $(265,115.64).

K. 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.

Task 1 – Construction Management; Task 2 – Construction Inspection; Task 4- Labor, DBE, Federal Trainee Compliance; Task 5 - Supplemental Reports and Services A. The method of payment for Tasks 1, 2, 4, and 5 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 described in Article III 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 complete the work or submit the required deliverable items according to the schedule set forth in Article III 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. Progress payments shall made accordance with Exhibit B – Cost Proposal by Task for Progress Payment Purposes. Any changes to the progress payment process must be pre-approved in writing by the Town and Consultant.

C. CONSULTANT shall not commence performance of work or services until this AGREEMENT 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 thirty (30) days 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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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work performed on each milestone, on 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 that include any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice must be submitted within sixty (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: Parks and Public Works Director
Los Gatos Creek Trail to Highway 9 Trailhead Connector Project 41 Miles Avenue
Los Gatos, CA 95030
E. The total amount payable by LOCAL AGENCY for TASKS 1, 2, 4 and 5 shall not exceed $(955,706.43).

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, drawings and data estimates performed to that date, whether completed or not.

B. LOCAL AGENCY may temporarily suspend this 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.

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

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

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

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the 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 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. 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 workpapers and materials available at their respective offices at all DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, 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 the 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.

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 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, LOCAL AGENCY, 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 AGREEMENT and disallowance of prior reimbursed costs.

E. Consultant’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the 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 IOAI’s 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.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Federal Project No. CML-5067(021)
Accepted rates will be as follows:
a. If the proposed rate is less than one hundred 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 fifty percent (150%) and two hundred percent (200%) -the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) -the accepted 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.

5. The ICR period shall extend beyond the one-year period and shall be fixed for the life of the contract.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its subconsultants 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 the CONSULTANT. The CONSULTANT's obligation to pay its subconsultants is an independent obligation from the 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 the LOCAL AGENCY 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 the CONSULTANT by the LOCAL AGENCY.

E. Any substitution of subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute subconsultant.

F. Prompt Progress Payment
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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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 shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

No retainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT.

CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. 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 AND OTHER CAPITAL EXPENDITURES 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), with 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.

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 five thousand dollars ($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 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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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. 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.

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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 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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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certified payroll records of the subconsultant.
c.Upon becoming aware of the subconsultant’s failure to pay the specified prevailing rate of wages to the’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 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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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 The 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 this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this 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. The 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 the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, 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 or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this 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 agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the 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 31 U.S.C. §1352. 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. The 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 subrecipients 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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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.

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 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

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.

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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 (https://sam.gov/content/home) 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 at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes or work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

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. 49 CFR 26.55 defines "manufacturer" and "regular dealer."
This AGREEMENT is subject to 49 CFR 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 22%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10O2: 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 Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
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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 to advise CONSULTANT and the LOCAL AGENCY of the reasons why the use of other forces or sources of materials should not occur.

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.

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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 1
st
-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 withheld funds 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 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 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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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
Without limiting CONSULTANT’s obligation to indemnify and hold harmless TOWN of LOS GATOS (TOWN) and VTA, CONSULTANT must procure and maintain for the duration of the AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by CONSULTANT, its agents, representatives, employees, or subconsultants. The cost of such insurance must be borne exclusively by CONSULTANT. In the event of any material change in the AGREEMENT Scope of Services, TOWN AND VTA reserve the right to change the insurance requirements set forth herein. CONSULTANT must furnish complete copies of all insurance policies, within three (3) business days of any request for such by TOWN or VTA.

A. Liability and Workers’ Compensation Insurance

1. Minimum Scope of Coverage
Coverage must be at least as broad as:
a. General Liability coverage; Insurance Services Office “occurrence” form CG 0001. General Liability insurance written on a “claims made” basis is not acceptable. Completed Operations coverage must be continuously maintained for at least two (2) years after Final Acceptance of the Work.
b. Business Auto Coverage, Insurance Services Office form number CA 0001, covering Automobile Liability, code 1 “any auto.” Auto Liability written on a “claims-made” basis is not acceptable. c. Workers’ Compensation insurance, as required by the Labor Code of the State of California, and Employer’s Liability insurance.
d. Professional Liability, including limited contractual liability coverage, covering liability arising out of any negligent act, error, mistake or omission in the performance of CONSULTANT’S services under this AGREEMENT. This coverage must be continuously maintained for a minimum of two (2) years following completion of this AGREEMENT. This coverage may be written on a “claims made” basis, if so, please see special provisions in Section B. e. CONSULTANT’S Pollution/Environmental Impairment Liability: covering liability arising out of the treatment, handling, storage, transportation, or accidental release of any hazardous material.

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2. Minimum Limits of Insurance
a. CONSULTANT must maintain limits no less than:

1. General Liability (including umbrella/excess liability): $5,000,000 limit per occurrence for bodily injury, personal injury, and property damage. If General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. This requirement may be satisfied by a combination of General Liability with Excess or Umbrella, but in no event may the General Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying General Liability policy, “Follow Form” coverage, and a “Drop Down” provision.

2. Automobile Liability (including umbrella/excess liability): $4,000,000 limit per accident for bodily injury and property damage. This requirement may be satisfied by a combination of Auto with Excess or Umbrella, but in no event may the Automobile Liability primary policy limit per occurrence be less than $2,000,000, unless Excess policies feature inception and expiration dates concurrent with the underlying auto liability policy, “Follow Form” coverage, and a “Drop Down” provision.

3. Workers’ Compensation and Employer’s Liability: Statutory Workers’ Compensation limits and Employer’s Liability limits of $1,000,000 per accident.

CONSULTANT is familiar with the Workers' Compensation laws of California (generally contained in Section 3700 of the Labor Code), including those provisions which provide for specific exemptions from the requirement that all employers must carry Workers' Compensation insurance, and CONSULTANT maintains they are exempted under the law from the requirement to maintain Workers' Compensation insurance coverage.

In addition, during the term of any work for TOWN under said agreement:
(1) CONSULTANT will not employ any person in any manner so as to become subject to the Workers' Compensation laws of California, or (2) should CONSULTANT become subject to the Workers' Compensation provisions of Section 3700 of the Labor Code for any reason, CONSULTANT shall forthwith comply with those provisions and send evidence of financial compliance to TOWN.

4. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim. This requirement may be satisfied by a combination of Professional Liability insurance with Excess or Umbrella policies, but in no event may the Professional Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying policy, “Follow Form” coverage, and a “Drop Down” provision.

5. CONSULTANT’S Pollution/Environmental Impairment Liability: $3,000,000 per occurrence.

This requirement may be satisfied by a combination of Pollution Liability insurance with Excess or Umbrella policies. Umbrella/Excess policies must feature inception and expiration dates concurrent with the underlying policy, “Follow Form” coverage, and a “Drop Down” provision.
b. Notwithstanding any language in this AGREEMENT to the contrary, if CONSULTANT carries insurance limits exceeding the minima stated in Section 2(a)(1)-(5) immediately above, such greater limits will apply to this AGREEMENT.

3. Self-Insured Retention
The certificate of insurance must disclose the actual amount of any deductible or self-insured retention for all coverages required herein. Any self-insured retention or deductible must be declared to and approved by TOWN and VTA. To apply for approval for a level of retention or deductible CONSULTANT must provide a current financial report including balance sheets and income DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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statements for the past three years, so that TOWN and VTA can assess CONSULTANT’s ability to pay claims falling within the self-insured retention or deductible. Upon review of the financial report, if deemed necessary by TOWN and VTA in their sole discretion, TOWN and VTA may elect one of the following options: to accept the existing self-insured retention or deductible; require the insurer to reduce or eliminate the self-insured retention or deductible as respects TOWN and VTA, its directors, officers, officials, employees and volunteers; or to require CONSULTANT to procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Applicable costs resulting therefrom will be borne solely by CONSULTANT.

CONSULTANT may request execution of a nondisclosure agreement prior to submission of financial reports.

B. Reserved.

C. Claims Made Provisions
Claims-made coverage is never acceptable for General Liability or Auto Liability. Claims-made may be considered for Professional, Environmental/Pollution, or Cyber. For coverage written on a claimsmade basis, it must be clearly stated on the Certificate of Insurance. In addition to all other coverage requirements, such policy must provide that:

1. The policy retroactive date must be no later than the date of this AGREEMENT.

2. If any policy is not renewed or the retroactive date of such policy is to be changed, CONSULTANT must obtain or cause to be obtained the broadest extended reporting period coverage available in the commercial insurance market. This extended reporting provision must cover at least two (2) years.

3. No prior acts exclusion may be added to the policy during the AGREEMENT period.

4. The policy allows for reporting of circumstances or incidents that might give rise to future claims.

D. Other Provisions
The policies must contain, or be endorsed to contain, the following provisions:

1. General Liability and Automobile Liability
a. The TOWN and VTA, its directors, officers, officials, employees and volunteers are to be named as additional insureds as respects: liability arising out of activities performed by or on behalf of CONSULTANT, including TOWN’S general supervision of CONSULTANT; products and completed operations of CONSULTANT and its SUBCONSULTANTS; premises owned, occupied or used by CONSULTANT; or automobiles owned, leased, hired or borrowed by CONSULTANT.

The coverage must contain no special limitations on the scope of protection afforded to TOWN and VTA, its directors, officers, officials, employees, or volunteers. Additional Insured endorsements must provide coverage at least as broad as afforded by the combination of ISO CG 20 10 10 01 and CG 20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect coverage provided to TOWN and VTA, its directors, officers, officials, employees, or volunteers. c. CONSULTANT’s insurance must apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. d. The General Liability General Aggregate limit must apply per project, not per policy.

2. All Coverages
a. The insurer must agree to waive all rights of subrogation against TOWN and VTA, its directors, officers, officials, employees, and volunteers for losses arising from work performed by CONSULTANT and its subconsultants for TOWN and VTA.
b. CONSULTANT’s insurance coverage must be primary insurance as respects TOWN AND VTA, its directors, officers, officials, employees, and volunteers. Self-insurance or insurance that may be maintained by TOWN AND VTA, its directors, officers, officials, employees, or volunteers may DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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apply only as excess to CONSULTANT’s insurance. CONSULTANT’s insurance must not seek contribution from TOWN or VTA’s insurance programs.
c. Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced coverage or in limits except after a thirty (30) calendar days prior written notice by certified mail, return receipt required, has been given to TOWN. d. TOWN will not be responsible for any premiums or assessments on the CONSULTANT’S policies.
e. In the event CONSULTANT employs subconsultants as part of the work covered by this AGREEMENT, it shall be the responsibility of CONSULTANT to ensure that all subconsultants are included as additional insured under the CONSULTANTS policies or shall furnish separate certificates and endorsements for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein and shall comply with the same insurance requirements that are stated in this AGREEMENT.

3. Other Insurance Provisions
a. For all lines of coverage, the Certificate must disclose the actual amount of the Deductible or SelfInsured Retention and shall be subject to TOWN’S approval. b. If any coverage forms or endorsements required by this AGREEMENT are updated by their publishers, whether they be the insurance carrier(s), the Insurance Services Office, or the American Association of Insurance Services, during the duration of this AGREEMENT, TOWN AND VTA reserves the rights to require CONSULTANT to procure said coverage forms or endorsements using the updated versions upon the next renewal cycle. c. CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event that said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing the 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 the TOWN. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, TOWN may, in addition to any other remedies it may have, terminate the AGREEMENT upon occurrence of such event. d. Approval of the insurance by TOWN or acceptance of the Certificate of Insurance by TOWN shall not relieve or decrease the extent to which CONSULTANT may be held responsible for payment of damages resulting from CONSULTANT’S services or operation pursuant to this AGREEMENT, nor shall it be deemed a waiver of TOWN’S rights to insurance coverage hereunder. e. If, for any reason, CONSULTANT fails to maintain insurance coverage that is required pursuant to this AGREEMENT, the same shall be deemed a material breach of contract. TOWN, at its sole option, may terminate this AGREEMENT and obtain damages from CONSULTANT resulting from said breach.

E. Acceptability of Insurers
Insurance and bonds must be placed with insurers with an A.M. Best’s rating of no less than A VII (financial strength rating of no less than A and financial size category of no less than VII), unless specific prior written approval has been granted by TOWN and VTA.

F. Certificates of Insurance
CONSULTANT must furnish TOWN with Certificates of Insurance and with original endorsements effecting coverage required. The certificates and endorsements for each insurance policy must be signed by an authorized representative of that insurer. The certificates must be issued on a standard ACORD Form. CONSULTANT must instruct their insurance broker/agent to submit all insurance certificates and DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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endorsements and required notices electronically in PDF format to the TOWN. All endorsements must be attached to the ACORD certificate in a single PDF document. All insurance must be in effect for the duration of the AGREEMENT. The absence of insurance or a reduction of the stated limits shall cause all work on the project to cease. Any delays shall not increase costs to TOWN or increase the duration of the project. The TOWN reserves the right to require complete, certified copies of all required insurance policies, at any time.

The certificates must (1) identify the insurers, the types of insurance, the insurance limits, the deductibles or lack thereof, and the policy term, (2) include copies of all the actual policy endorsements required herein, and (3) in the “Certificate Holder” box include:

Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
Santa Clara Valley Transportation Authority (“VTA”)
3331 North First Street
San Jose, CA 95134-1906
In the Description of Operations/Locations/Vehicles/Special Items Box, the TOWN and VTA property leased must appear, the list of policies scheduled as underlying on the Umbrella/Excess policy must be listed, Certificate Holder must be named as additional insured, and Waiver of Subrogation must be indicated as endorsed to all policies as stated in the AGREEMENT documents.

It is a condition precedent to granting of this AGREEMENT that all insurance certificates and endorsements be received and approved by TOWN and VTA before AGREEMENT execution. No occupancy may be taken until insurance is in full compliance. TOWN and VTA reserve the rights to require complete, certified copies of all required insurance policies, at any time.

If CONSULTANT receives notice that any of the insurance policies required by this Exhibit may be cancelled or coverage reduced for any reason whatsoever, CONSULTANT must immediately provide written notice to TOWN that such insurance policy required by this Exhibit is canceled or coverage is reduced.

G. Maintenance of Insurance
If CONSULTANT fails to maintain insurance as required herein, TOWN, at its option, may suspend the AGREEMENT until a new policy of insurance is in effect.

H. Hold Harmless
CONSULTANT hereby agrees to and shall hold TOWN and VTA, its elective and appointive boards, commissions, officers, agents, registered volunteers, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage and any other claims of any sort what so ever, including, but not limited to, any liabilities, claims, losses, or expenses in any manner caused by, arising out of, or in connection with, either directly or indirectly, the construction or installation of the work, the guarding of the work, the use of improper materials in construction of the work, or the negligent, willful, or intentional acts or omissions by CONSULTANT or CONSULTANT's subconsultants, agents, or employee operations under this AGREEMENT, whether such operations by CONSULTANT or by any of CONSULTANT's subconsultants, or by any one or more persons directly or indirectly employed by, or acting as agent for CONSULTANT or any of CONSULTANT's subconsultants during the progress of the work or at any time before its completion and final acceptance, excepting suits and actions brought by the CONSULTANT for default of this AGREEMENT or arising from the sole active negligence or willful misconduct of the TOWN. The Town Council may retain as much of the money due to the CONSULTANT as shall be reasonably necessary to protect the TOWN, until disposition has been made of such suits or claims for damages as aforesaid.

CONSULTANT agrees to and shall pay TOWN's cost of defense (or, at the sole option of the TOWN, CONSULTANT shall defend with counsel approved by the TOWN Attorney) and indemnify TOWN and its DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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elective and appointive boards, commissions, officers, agents, and employees from any suits or actions at law or in equity arising out of the execution, adoption or implementation of this AGREEMENT (exclusive of any such actions brought by CONSULTANT), such indemnification to include all costs of defense, judgments, and any awards of attorneys' fees.

Should any accident or incident causing death, personal injury or property damage occur between the date CONSULTANT is notified that its General Liability and/or Workers Compensation Insurance is canceled and the effective date of such cancellation, CONSULTANT's obligation to indemnify, defend and save harmless the TOWN, as provided for hereinabove, shall in no manner be affected by the fact that the TOWN had not received the notice of cancellation prior to the date of such accident or incident.

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 Termination, 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 or modified 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.

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 AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII 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 forty-five (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 Park 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 work under the AGREEMENT, CONSULTANT DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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 Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) 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.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §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 DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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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 AGREEMENT 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.

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES

APPENDIX A
During the performance of this Agreement, the Contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement. b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations. c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part. f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a subapplicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES

PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federallyassisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the recipient will use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY,

FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, reenter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.*
C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THEACTIVITY,

FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by the recipient pursuant to the provisions of Assurance 7(b):

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

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Non-discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.* C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex; • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

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ITEM NO. 6.

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ARTICLE XXXIII 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:

Zoon Engineering, Inc
ATTN: Nabil Hissen, P.E., Principal In Charge
3960 Adeline Street #3, Emeryville, CA 94608
LOCAL AGENCY:

Town of Los Gatos – Parks and Public Works Department
ATTN: Nicolle Burnham, Parks and Public Works Director
41 Miles Avenue, Los Gatos, CA 95030

ARTICLE XXXIV 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.

ARTICLE XXXV SIGNATURES
Recommended by Department Head:
_________________________________
IN WITNESS WHEREOF, THE LOCAL AGENCY AND CONSULTANT HAVE EXECUTED THIS AGREEMENT.

TOWN OF LOS GATOS by:
_________________________________
Laurel Prevetti, Town Manager
CONSULTANT by :
________________________________
Nabil Hissen, CEO
Approved as to Form:
__________________________________________
Gabrielle Whelan, Town Attorney
Attest:
__________________________________________
Wendy Wood, Town Clerk
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ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 1
Town of Los Gatos - CONSULTANT SERVICES AGREEMENT (Continued) EXHIBIT A – SCOPE OF SERVICES
The scope of services consist of the professional construction management, inspection, and materials testing services necessary for the construction of the Los Gatos Creek Trail to Highway 9 Trailhead Connector Project.

The intent of this scope of work is to set forth the requirements and responsibilities of the Consultant to assure the quality and satisfactory completion of the construction project improvements in accordance with the approved construction documents and funding agreements. The scope of services requested is broad and as such not every required individual work item or deliverable has been specifically identified, however, the delivered scope of services is to be inclusive of all items of work necessary to successfully manage, guide, inspect, test, coordinate, and document the project through construction completion and project close out within the framework required for the Town to obtain reimbursement of federal and other grant funds allocated to the project. The Consultant is expected to furnish all manpower, equipment, and incidentals as required to complete the requested scope of services as generally described below for the project. The Consultant CM/RE will work closely with and report to the Town’s Project Manager. A construction contract time of 270 working days has been allocated for the project construction. The scope of services herein is to be delivered in coordination with the construction contract activities as necessary to allow for the construction completion and all follow up reporting requirements.

TASK 1. CONSTRUCTION MANAGEMENT AND COORDINATION
The Consultant shall provide all the necessary project management, administration, and coordination with the Town, Caltrans, and other internal/external stakeholders to achieve the project’s objectives and successful project construction completion. The Consultant shall proactively provide direction to the Town regarding the project tasks necessary to deliver the federally and locally grant funded project consistent with Caltrans permitting requirements, federal reimbursement requirements, and funding agreement requirements. The Consultant shall be responsible for project management activities throughout the life of the contract.

The Consultant will serve as the Town’s full time Construction Manager/Resident Engineer (CM/RE) and on-site representative and will be responsible for providing and managing a complete construction management team to complete tasks and activities as outlined in these Requested Scope of Services.

Consultant shall provide a CM/RE who is dedicated to the project through project close out to serve as the Town's resident engineer and project team leader. The CM/RE shall be a licensed Professional Civil Engineer Registered in the State of California. Consultant shall also provide the services of a Professional Structural Engineer Registered in the State of California for assistance on the submittal reviews and inspections of retaining walls and bridge structures, and as otherwise needed.

In general, CM/RE shall have the following duties:

1.1. CONSTRUCTION MANAGEMENT PLAN - The Consultant CM/RE shall develop a project specific Construction Management Plan (CMP) for the Town's approval. The plan shall identify the project team members and indicate the standards and level of effort anticipated to be adhered to during all phases of the project by the CM/RE, additional inspector(s), and materials testing personnel and laboratories, and other DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 2
project team members, including the Contractor’s Project Manager, Superintendent and the Town’s Project Manager. The plan shall describe important project milestone deliverables and timing and shall be based on the activities presented in Chapters 16 Administer Construction Contracts and 17 Project Completion of the LAPM and other documents listed below. At a minimum, the plan shall include the sections listed below:
i. Project Team Organization
ii. Meetings
iii. Communications Management
iv. Documentation Control/Filing
v. Preparation of Management Reports
vi. Clarifications and Contract Interpretations of Specifications vii. Materials Submittals/Shop Drawings
viii. Design Modifications
ix. Change Orders
x. Schedule Management
xi. Budget Management
xii. Claims Management
xiii. Progress Pay Estimate Preparation
xiv. Inspection and Inspection Reporting
xv. Materials Testing and Testing Documentation
xvi. Defective Work Correction
xvii. Special Inspections/Testing
xviii. Special Certifications
xix. Traffic Control
xx. Record Drawings
xxi. Permit and Regulatory Agency Compliance
xxii. Handling of Hazardous Soil/Substances
xxiii. Environmental Commitments Record Compliance
xxiv. Complaint and Community Relations Procedures
xxv. Job Site Safety
xxvi. Photo/Video Documentation
xxvii. Certified Payroll Review
xxviii. DBE Monitoring
xxix. Federal Trainee Program
xxx. Labor Compliance Monitoring
xxxi. Training - Contractor, Town Staff, Others
xxxii. Other Tasks
All activities in the CPM shall be performed in accordance with the following documents:
 Approved Project Documents and Plans
 Regulatory Agency Permits
 Caltrans Local Assistance Procedures Manual (LAPM) for RE expectations
 Caltrans Standard Plans 2018
 Caltrans Standard Specifications 2018
 Caltrans Construction Manual
 Caltrans Construction Records and Procedures Manual
 Caltrans Standard Test Methods
 Caltrans Surveying Manual
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ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 3
 Caltrans Manual of Traffic Control for Construction and Maintenance Work Zones
 Caltrans Independent Assurance Manual
 Town of Los Gatos Quality Assurance Program

1.2. PROJECT BACKGROUND AND PRE-PROJECT ACTIVITIES – Complete a full review of the contract documents and project area. Review and understand the Mitigation Monitoring & Reporting Program (MMRP) and the Environmental Commitments Record (ECR) and mitigation measures. Raise any questions or inconsistencies to the Town prior to construction. Conduct constructability review of plans and specifications. Identify potential construction challenges and identify and implement proactive mitigation measures. Document preconstruction conditions via videotaping and photo documentation and maintain photographic records during the project construction. Prepare LAPM Chapter 16 forms for use during construction.

1.3. PROJECT DOCUMENTATION AND FILING SYSTEM - Set up and use a project filing system and information tracking system consistent with the LAPM Chapter 16 - Organization of Project Records, or the Caltrans Construction Manual Section 5-102:

Organization of Project Documents. Provide continual Town access to project files.

Record keeping and project documentation shall be consistent with the Caltrans Construction Manual and LAPM. Prepare and maintain all files in an audit-ready state. At the end of construction, all project files in project filing system to be submitted to the Town in hardcopy and electronic format.

1.4. MATERIALS TESTING, QUALITY CONTROL, QUALITY ASSURANCE and INDEPENDENT ASSURANCE PROGRAMS - Review and approve the Contractor’s Quality Control (QC) Program for compliance with project specifications. Implement the Quality Assurance Program (QAP) and Independent Assurance Program (IAP).

Coordinate, manage, schedule, and assure performance of all required materials testing and quality assurance testing per the Contractor’s QC program, Caltrans requirements and Town’s QAP. The Consultant shall use the Town’s QAP and the Caltrans Construction Manual to identify and prepare a listing of the required project specific materials testing and inspections. The listing shall be provided to the Town prior at the beginning of the project and shall be updated as necessary during construction. CM/RE shall ensure that all field personnel who perform tests are certified to conduct the required test and all materials testing meets Caltrans and permitting requirements. Identify, schedule and coordinate any required source inspections for the project. Verify and document the IAP is being executed appropriately, obtain certifications of all sampling and testing personnel, qualifications of all laboratories, and verify all equipment calibrations.

1.5. MATERIALS SUBMITTALS - Review the materials submittals list contained in the contract documents and the Notice of Materials to be Used from the Contractor.

Determine if additional submittals will be required. Prepare a comprehensive listing of any additional submittals to be required from the Contractor, including but not limited to, shop drawings, traffic control plans, product data, and product samples. Receive, track, review, process, and document all submittals and provide responses as outlined in the CMP. Ensure materials to be used on the project are in compliance with the construction contract documents and Caltrans requirements. Provide timely responses to the Contractor’s submittals. Identify and track acquisition of long-lead time materials and equipment, and work with contractor for early purchasing where necessary. Ensure the “Buy America” provisions of the Construction Contract are being met. Consultant shall also provide the services of a Professional Structural Engineer Registered in the State of California for assistance on the submittal reviews and inspections of retaining walls and bridge structures, and as otherwise needed.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

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1.6. PROJECT TEAM MANAGEMENT - Provide day-to-day ongoing management and administration of the project team, including inspection and testing services to assure compliance with items of work required by the contract documents and grant funding agreements. Provide technical oversight, instruct, and advise Town staff and project team regarding construction guidelines, standards, policies, and procedures. Manage coordination between Town, Contractor, Stakeholders, and Caltrans' representatives.

1.7. UTILITY RELOCATION - Assist in the coordination between utility company and the Contractor for required utility relocation. Coordinate with resource agencies, as needed, to obtain and demonstrate compliance with regulatory permits and regulations.

1.8. MEETINGS - Conduct and coordinate all project team meetings. i. In coordination with the Town’s Project Manager, schedule and lead the preconstruction meeting with the Contractor, Subcontractors, regulatory agencies, grant agencies, and utility company representatives. ii. Periodic meetings shall include daily discussions between the construction manager or designated representative and the contractor; weekly contractor meetings; weekly meetings between the construction manager and the Town; and meetings scheduled as needed with regulatory agencies, utilities, design Consultant, other groups, or agencies.
iii. Schedule, organize, lead, and provide follow up for regularly weekly scheduled construction progress meetings with Town staff, Contractor and Subcontractor and representatives as necessary.
iv. Prepare and distribute agendas, detailed meeting minutes, and action logs for all weekly meetings. Include summaries of work that is currently being performed, work that is behind schedule, unresolved deficiencies and defective work, outstanding change orders and status of any claims.

1.9. SCHEDULE - Review and monitor the Contractor’s construction schedule throughout the construction process. Identify and monitor milestones, dates for decisions required from the Town, deliverables to be furnished, and testing to be scheduled/completed.

Review schedule weekly with the Contractor and project team. Discuss two-week look ahead schedules at each weekly meeting.
i. Work with the contractor to maintain the original project schedule. ii. Show current conditions and suggest revisions that may be required. iii. Evaluate schedule modifications, necessary schedule revisions, and monitor progress.
iv. Enforce project requirements for Contractor’s submittal of formal schedule updates.
v. Track delays or accelerations based on actual contractor operations as defined in the CMP.

1.10. PROJECT BUDGET/COST CONTROL/MONTHLY PROGRESS PAYMENTS - Review, monitor and manage the construction contract budget and Consultant services budget. Implement necessary procedures for an effective system of cost control to track progress payments, contract change orders, claims, and extra work requests. Prepare quantities and estimates for monthly progress payments, for both the Contractor and Consultant services, and recommend approval to the Town.

Maintain cost accounting records (progress payments, contract change orders status, etc.) in accordance with the Caltrans Construction Manual and LAPM. The calculations of quantities and all other documentation shall be in forms approved by Caltrans and the Town.
i. Provide and manage consultant services within contract amounts identified as “not to exceed”.

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ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 5
ii. Provide the Town with monthly updates regarding costs to date, percent complete, and estimated cost at completion for construction contract and consultant services contract.
iii. Evaluate budget impacts for all proposed contract change orders and make recommendations to Town.
iv. Provide required reporting regarding project budget. v. Monitor budget compliance throughout the contract process. vi. Prepare cost estimates to verify change order claims.

1.11. PUBLIC COORDINATION AND OUTREACH
i. Field public inquiries, correspondence, and complaints regarding the project.

Track and follow up on public correspondence and complaints. All project complaints are to be documented, tracked, and discussed at the weekly project meetings until resolution. Summary reports shall be provided to the Town on a monthly basis.
ii. Monitor and enforce the Contractor’s requirements for community notification and outreach.
iii. Provide the Town with timely project updates for posting on the Town’s project web-page and other social media posts.

1.12. PROJECT CLOSE-OUT – Administer and manage the project closeout process. The project completion activities shall follow Caltrans Construction Manual/LAPM and will include, but not be limited to, the following:
i. Schedule a walk through with the Town and other agency representatives and coordinate preparation of a “punch list” of incomplete or unsatisfactory items and submit the list to the contractor.
ii. Finalize bid items, claims, change orders, punch list items, and submittal corrections.
iii. Oversee completion of record drawings.
iv. Verify all operating and/or regulatory agency permits are obtained, and inspections are complied with and completed. Verify acceptance and approval of the project by all regulatory and permitting agencies having jurisdiction over the project.
v. Once all work is complete, deliver a statement to the Town indicating that the project has been completed in accordance with the project conditions of approval, project improvement plans, and the construction contract documents and recommend the Town accept the Project.
vi. Prepare Notice of Completion
vii. Provide the Town and State Representative with a post construction “Certificate of Compliance with Americans with Disabilities Act (ADA)” (TR0405) stamped and signed by the Consultant CM/RE California Licensed Professional Engineer per requirements in the Encroachment Permit issued for the project.
viii. Prepare the required Caltrans project closeout documentation and final reports.
ix. Finalize all project documentation and turn over all project electronic (and paper if applicable) files, photos, and reports in a neat and organized manner for Town archival purposes. Submit to the Town, the following close out items.

1. All files, records, maps, and plans maintained during construction.

2. All approved shop drawings, submittals, and manufacturer’s literature maintained during the construction project.

3. One complete set of annotated project progress photographs, bound chronologically, and videotapes taken before and during construction.

4. One set of red-line drawings of field changes in neat red pencil DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 6
maintained by the Consultant.

5. The original set of all permits, inspection reports, summaries, testing documents, meeting minutes, clarifications, schedules,
correspondence, and other documents related to the construction work as it was being installed.

6. A revised CAD drafted set of plans with all changes and/or substitutions incorporated accurately and completely and a recommendation the Town to accept the plan set as its Record Drawings.

7. Prepare final project reporting satisfying requirements of grant funding agencies.

8. Final DBE Utilization Report.

9. Final Expenditures Report.

DELIVERABLES:
o Construction Management Plan,
o Construction Meeting Agendas and Meeting Minutes,
o List of materials to be tested,
o Constructability review,
o One complete set of annotated project progress photographs, bound chronologically, and videotapes taken before and during construction,
o All Project Construction Records – organized in tabulated binders and electronically available in the cloud with download rights for at least 6 months after the contract close out, including:
o Required project close-out reports and certifications, signed and stamped by the CM/RE, as required,
o One set of red-line record drawings documenting any changes and/or substitutions that have been reviewed for accuracy and completeness, o A revised CAD drafted set of plans with all changes and/or substitutions incorporated accurately and completely and a recommendation the Town to accept the plan set as its Record Drawings,
o Final project reporting satisfying requirements of grant funding agencies, o Certificate of Compliance with Americans with Disabilities Act, o Final DBE Utilization Report, and
o Final Expenditures Report.

TASK 2. CONSTRUCTION INSPECTION
Services will include interpretation of and enforcement of Contractor’s conformance to the project plans, specifications, contract documents, grant funding agreements, and regulatory permits.

CM/RE will assess the acceptability of the Contractor’s work by visual observation, photo, and video documentation. When necessary, issue Notices of Non-Compliance and/or take other action to ensure correction of deficiencies. If safety violations are observed, take appropriate action to ensure correction. Manage requests for clarification, coordinate work with the design engineer as required, and manage the project changes (including change order preparation and coordination), evaluate contractor’s claims, and prepare progress pay estimates. Perform resident engineering and inspection duties including performing inspections, preparing daily observation reports, reviewing and documenting extra work reports, preparing weekly statement of working days to track project time, measure and track progress of work, coordinate construction quality control sampling and testing, confirm general conformance with project plans, specifications, contract and labor codes, permits and agreements, and all associated documentation and record keeping. Services are anticipated to be required for night/weekend DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 7
work and includes night/weekend work construction inspection.

Consultant shall provide sufficient inspectors with appropriate certifications and qualifications to adequately inspect all Contractors’ construction work. Provide field inspection of Contractor’s construction work on a daily basis. Review all construction activities and provide for inspection of all tests required to be performed by the Contractor or referenced in the Contract Documents.

Monitor the Contractor’s performance from the perspective of quality, cost, and schedule, and enforce the requirements of applicable specifications. Inspection reports and diaries of Contractor’s construction activities shall be completed daily and be available to the Town at any time. Compare notes with the Contractor’s representative at the end of each day to confirm work that was accomplished, and quantities placed.

All construction management, inspection, and related activities shall be completed as described in the Construction Management Plan (CMP) prepared by the Consultant and approved by the Town, including, but not limited to the following tasks:

2.1 FIELD INSPECTIONS – Shall include, but not be limited to, the following activities:
i. Perform field inspection of all improvements indicated on the plans and specifications.
ii. Report issues requiring City resolution immediately upon discovery. Notify the Town of any errors or omissions that are found on the plans or specifications during construction immediately after such errors are discovered. Properly inform the Town of field issues that may have cost or schedule impacts within a timely manner.
iii. Secure the Town's approval prior to authorizing extra work. Prepare time impact analysis for any changes in working days related to changed conditions.
iv. Review Traffic Control Plans and coordinate with Town Traffic Engineer and Town Project Manager.
v. Respond to questions from the public concerning the project work and schedule.
vi. Inspect tree protection, traffic control, and erosion control measures as often as necessary to assure activities meet with the project permits, regulatory requirements, and approved plans and submittals.
vii. Monitor and inspect existing structures, landscaping, and other improvements within the adjacent private properties for damage caused by the contractor’s operations.
viii. Ensure the safety of Consultant's own staff on the project site and collaboratively work with the Town and Contractor to promote site safety.

Provide notification to Contractor when contract provisions for the protection of the public and project personnel are not being followed. ix. Process Contractor substitution requests/review substitutions with Town. x. Maintain and ensure that as-built drawings and specifications are updated. xi. Manage project SWPPP program including QSP and/or QSD duties, as outlined in the State of California State Water Resources Control Board Storm Water General Permit.
xii. Monitor the Contractor's compliance with storm water pollution control plan documentation requirements and implementation of storm water Best Management Practices (BMPs).
xiii. Manage implementation of MMRP.
xiv. Perform nighttime inspections as necessary.
xv. Monitor and ensure implementation of the Contractor’s Quality Control plan, required testing and inspections.

2.2 DAILY/WEEKLY REPORTING - Prepare daily inspection reports and weekly statement of working days. Create and maintain daily DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 8
construction diaries and weekly statement of working days, document and log of activities of the work progress as required to be kept on file in accordance with practices required for the administration of federally assisted construction contracts and the LAPM, and as required for submittal to Caltrans upon project completion or audit.

Daily inspection reports shall be consistent with the Caltrans Construction Manual and shall include, at a minimum, the following daily information:
i. Number of employees working, classification of each employee, and hourly summary of employees' activity
ii. Material deliveries
iii. Number, type, and hourly summary of contractor’s equipment on site - both working and not used
iv. Weather conditions
v. Discussions with the contractor
vi. Problems and issues dealt with
vii. Changes
viii. Work completed that day
ix. Itemization of extra work
x. Any other information necessary to create a satisfactory record of the day's activities at the project site in accordance with standard inspection practice xi. Abnormal occurrences and unforeseen conditions shall be noted in the reports
xii. Document special situations by photograph, written record, and video

2.3 MATERIALS SUBMITTALS / SHOP DRAWINGS –Monitor on-site construction materials and ensure the materials incorporated into the construction of the project are consistent with the approved materials submittals, mix designs, certificates of compliance, Buy America provisions, and shop drawings.

2.4 PERMIT COMPLIANCE - Ensure Contractor's compliance with the requirements of the state and local agencies, including encroachment permits, regulatory permits, regulations, etc.

2.5 REQUEST FOR INFORMATION (RFI) - Review, coordinate, track, and respond to all contractor requests for information (RFIs) and responses. Issue necessary clarifications and interpretations of the contract project documents in response to requests by the contractor in a manner as described in the CMP.

2.6 CONSTRUCTION CONTRACT MODIFICATIONS - Contract Modifications include Extra Work, Contract Change Orders, and Claims. Evaluate, process, and manage all potential contract modifications, change orders, and notice of potential claims.

Evaluate cost reduction incentive proposals and provide recommendations to the Town. Track extra work costs in the field. Review cost proposals submitted by Contractor and negotiate and prepare contract change orders. Review all requests for merit, perform an independent estimate, and make recommendations to the Town for consideration. Complete all required documentation to process changes. Weekly reports to the Town shall include the status of any outstanding contract change orders and notices of potential claims. If the CM or field inspector receives a notice of claim from the Contractor, the CM shall immediately notify the Town and work toward a timely resolution of the claim with the Contractor. The Consultant shall support the Town in any post-construction completion dispute with the Contractor, rendering reasonable assistance, providing access to its records, but is not intended to require retention of independent experts.

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ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 9

2.7 PROGRESS PAYMENTS – In coordination with the Contractor, Consultant shall agree on monthly Contractor progress payment requests detailing work installed during the specific pay period, including any approved contract modifications, extra work, or change order work. Consultant shall present progress payments to Town with a recommendation for processing with all required backup per the contract documents. Progress payment requests shall be in a form acceptable to the Town.

2.8 FINAL CONSTRUCTION PROJECT INSPECTION - Coordinate and consolidate final inspections and punch list for completion.
i. Organize final project site walk and prepare final punch list. Coordinate with contractor to ensure all outstanding project items are addressed prior to final completion.
ii. Assist in any Contractor claim analysis and dispute resolution. iii. Review the final record drawings submitted by the contractor at the completion of construction. Prepare correction memos for the contractor to perform record drawing revisions.
iv. Review the Contractor's red-line as-built plans and ensure that the red-line changes are incorporated by the design engineer into the final electronic version of the as-built plans. Coordinate submittal of the as-built plans to Caltrans and the Town.
v. Obtain and review any required operating manuals and warranties and submit to Town.
vi. Provide final inspection services, including testing and installed facilities. vii. In coordination with the Project Manager, prepare project reports to be submitted and approved by Town Council and attend meetings, as needed. viii. Prepare final progress payment per contract documents and obtain subcontractor’s releases as necessary.

2.9 DELIVERABLES:
o Daily project inspection diaries,
o Weekly statement of working days,
o Contact progress payment requests,
o Contract modification documentation, and
o Punch list and final project close out documents.

TASK 3. MATERIALS TESTING
Schedule, manage, perform, and document all field and laboratory testing services, including night and weekend work as needed. Material testing shall conform to the requirements and frequencies as defined in the Caltrans Construction Manual, Caltrans Materials Testing Manuals, and the Town Quality Assurance Program.

The Consultant will provide all required QAP and IAP materials testing through a Caltrans certified laboratory and shall schedule, coordinate, monitor, track and document all field and laboratory testing of soils, backfill, structural backfill, aggregate base, asphalt, concrete, and other testing as required by the contract documents and the Town and Caltrans Quality Assurance Programs. The Consultant must be qualified to obtain compliance with Caltrans Independent Assurance Manual and Caltrans Construction Manual. The Consultant shall provide Caltrans certified technicians as required to complete all testing work, and all laboratory facilities shall be Caltrans certified to perform the respective tests. The Consultant CM/RE will review results of tests and take the appropriate action in the field with the Contractor. All testing shall be tracked and documented by the Consultant, and copies of all test results shall be provided to the Town as DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit A – Scope of Services Federal Project No. CML-5067(021) Page 10
a part of the weekly reports. The Consultant shall work with the Contractor to resolve deficiencies or defective work.

Provide specialty material testing and source inspection and testing, if required, for materials and equipment manufactured off-site.

DELIVERABLES:
o Materials testing logs and test results
TASK 4. LABOR, DBE, FEDERAL TRAINEE COMPLIANCE
Consultant is responsible for reviewing Contractor weekly certified payrolls for compliance with State requirements. Consultant shall interview Contractor and Subcontractor employees and verify the payment of prevailing wage rates. Consultant shall review and update labor documents after each payroll period. Consultant shall assist with enforcing the requirements of the California Labor Code as they pertain to the project and consistent with the Caltrans Construction Manual.

Prepare a Labor Compliance Monitoring Report at the conclusion of the project.

Consultant will obtain proof and provide documentation of the Contractor’s compliance with the Federal Trainee Program.

Consultant shall work with Contractor to obtain and review the final DBE participation report and other documentation as required of federally funded projects.

DELIVERABLES:
o Compliance monitoring reports
o Final DBE Utilization report

TASK 5. SUPPLEMENTAL REPORTS AND SERVICES
Supplemental work items, reports, or services may be required for the completion of the project.

These services or subtasks may or may not ultimately be required by Caltrans, VTA, or the Town.

Should any of the services or subtasks be required, the Consultant will provide the required lump sum cost proposal for the work and upon Town’s approval, the Town will provide a written authorization to proceed with the subtask, with deliverables and lump sum payment identified.

There is no guarantee, either expressed or implied, that the services and costs shown for Task 5 will be authorized in full.

DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit B – Cost Proposal Federal Project No. CML-5067(021) Page 1
Town of Los Gatos - CONSULTANT SERVICES AGREEMENT (Continued) EXHIBIT B – CONSULTANT’S COST PROPOSAL
July 3, 2023
DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Los Gatos Creek Trail to Highway 9 Trailhead Connector Project TLG 18-832-4505 Exhibit C – Consultant DBE Contract Commitment Federal Project No. CML-5067(021) Page 1
Town of Los Gatos - CONSULTANT SERVICES AGREEMENT (Continued) EXHIBIT C – CONSULTANT CONTRACT DBE COMMITMENT
(CALTRANS EXHIBITS 10-O1 & 10-O2)
DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

EXHIBIT B
DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.
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LOS GATOS CREEK TRAIL TO HIGHWAY 9 TRAILHEAD CONNECTOR PROJECT Town Of Los Gatos 22%
Los Gatos, CA
Zoon Engineering, Inc.

Construction Inspection services Jaemin Park (925) 818-3756 [email protected] 22.08

22.08 03/08/2023
Nabil Hissen (925) 451-1585
CEO
41711
TLG 18-832-4505
CML -5067(021)
August 1, 2023
#1
07-03-23
Michelle Quinney 408-827-3552
Special Project Manager

EXHIBIT C
DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Local Assistance Procedures Manual Exhibit 10-O2
Consultant Contract DBE Commitment
EXHIBIT 10-O2 CONSULTANT CONTRACT DBE COMMITMENT

1. Local Agency: 2. Contract DBE Goal:

3. Project Description:

4. Project Location:

5. Consultant's Name: 6. Prime Certified DBE:  7. Total Contract Award Amount:

8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants:

10. Description of Work, Service, or Materials
Supplied

11. DBE
Certification
Number

12. DBE Contact Information

13. DBE
Dollar
Amount
Local Agency to Complete this Section

14. TOTAL CLAIMED DBE PARTICIPATION
$ 20. Local Agency Contract
Number:

21. Federal-Aid Project Number:

22. Contract Execution
Date:

Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

23. Local Agency Representative's Signature 24. Date

25. Local Agency Representative's Name 26. Phone

27. Local Agency Representative's Title
%
IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.

15. Preparer's Signature 16. Date

17. Preparer's Name 18. Phone

19. Preparer's Title
DISTRIBUTION: 1. Original – Local Agency

2. Copy – Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de-obligation of federal funds on contract.

ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.

July 23, 2015
LOS GATOS CREEK TRAIL TO HIGHWAY 9 TRAILHEAD CONNECTOR PROJECT Town of Los Gatos 22% Los Gatos, California Zoon Engineering $ 534,686.03 2 1220822.07
Construction Inspection services to be
proivded by Park Engineering, Inc. 41711
Jaemin Park (925) 818-3756
[email protected] $ 269,570.39
269570.39 18-832-4505(CM) CML-5067(021) 7/12/23 Michelle Quinney 408-827-3552 Special Projects Manager 22.08 7/22/20 Nabil Hissen (925) 451-1585 CEO Nabil Hissen Digitally signed by Nabil Hissen Date: 2023.07.11 14:42:31 -07'00'
08-01-23

EXHIBIT C
DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

Local Assistance Procedures Manual Exhibit 10-O2
Consultant Contract DBE Commitment
INSTRUCTIONS – CONSULTANT CONTRACT DBE COMMITMENT

CONSULTANT SECTION

1. Local Agency - Enter the name of the local or regional agency that is funding the contract.

2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.

3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc).

4. Project Location - Enter the project location as it appears on the project advertisement.

5. Consultant’s Name - Enter the consultant’s firm name.

6. Prime Certified DBE - Check box if prime contractor is a certified DBE.

7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant.

8. Total Dollar Amount for ALL Subconsultants – Enter the total dollar amount for all subcontracted consultants.

SUM = (DBEs + all Non-DBEs). Do not include the prime consultant information in this count.

9. Total number of ALL subconsultants – Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non-DBEs). Do not include the prime consultant information in this count.

10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.

11. DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date bids are opened.

12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants.

Also, enter the prime consultant’s name and phone number, if the prime is a DBE.

13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation.

14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the “DBE Dollar Amount” column. %: Enter the total DBE participation claimed (“Total Participation Dollars Claimed” divided by item “Total Contract Award Amount”). If the total % claimed is less than item “Contract DBE Goal,” an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM).

15. Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must sign their name.

16. Date - Enter the date the DBE commitment form is signed by the consultant’s preparer.

17. Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form.

18. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

19. Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form.

LOCAL AGENCY SECTION

20. Local Agency Contract Number - Enter the Local Agency contract number or identifier.

21. Federal-Aid Project Number - Enter the Federal-Aid Project Number.

22. Contract Execution Date - Enter the date the contract was executed.

23. Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate.

24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.

25. Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the consultant’s DBE commitment form.

26. Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant’s DBE commitment form.

July 23, 2015

EXHIBIT C
DocuSign Envelope ID: F2C6D6F1-1C15-4021-9C55-DD59BCAE728E

ITEM NO. 6.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/03/2025
ITEM NO:7
DATE: May 28, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution Approving the Town of Los Gatos Fiscal Year (FY) 2025-26 Operating Budget and FY 2025-26 – 2029-30 Capital Improvement Program (CIP); Adopt a Resolution Approving Commitment of Fund Balances under GASB 54; and Approve FY 2024-25 Budget Adjustments and Reclassifications RECOMMENDATION:

Operating and Capital Budgets
a. Adopt a Resolution Approving the Town of Los Gatos Fiscal Year (FY) 2025-26 Operating Budget and FY 2025-26–2029-30 Capital Improvement Program (CIP), including new appropriations, minor corrections, and carry-forward appropriations, as presented in Attachment 1 (with Exhibit A: Total Town Revenues and Expenditures by Fund); b. Adopt a Resolution Approving Commitments of Fund Balances under GASB 54, as presented in Attachment 2; and
c. Approve FY 2024-25 Year-End Budget Adjustments and Reclassifications as listed in Attachment 3.

FISCAL IMPACT:

The fiscal impacts of these actions are summarized in the Financial Summaries (Attachment 4), resulting in a balanced FY 2025-26 budget; however, balancing the budget required the use of fund balances and reserves. All proposed adjustments, reclassifications, and fund balance allocations are reflected in the attached resolutions and budget schedules. Further discussion is provided at the end of the staff report and in the FY 2025-26 Financial Summaries found in Attachment 4.

BACKGROUND:

On April 21, 2025, the Proposed FY 2025-26 Operating and Capital Budgets were posted to the Town’s website. Per Measure A, the Finance Commission received the Proposed Budgets 21

ITEM NO. 7.

PAGE 2 OF 4
SUBJECT: Operating and Capital Budgets
DATE: May 28, 2025
business days before May 20, 2025, which is the first meeting at which the Town Council considered the Proposed Budgets.

The original documents can be viewed at the following link> Proposed Operating Budget:
https://www.losgatosca.gov/2987/Proposed-FY-2025-26-Operating-Budget CIP Budget:
https://www.losgatosca.gov/2988/Proposed-FY-2025-26-Capital-Budget The Finance Commission held three public meetings at which Commissioners discussed the Proposed Budgets and provided recommendations to the Town Council per Measures A and G.

On May 20, 2025, the Town Council conducted public hearings to discuss the proposed FY 2025- 26 Operating and Capital Summary Budget and Proposed FY 2025-26– 2029-30 Capital Improvement Program. The Town Council considered public testimony, discussed both documents, considered the Finance Commission recommendations, and directed staff to bring back the documents for final approval incorporating the Council recommendations.

DISCUSSION:

The draft resolution (Attachment 1) incorporates the budget direction provided by the Council at the May 20, 2025, budget hearing.

As part of that direction, the Council approved establishing a General Fund Unassigned Fund Balance in the amount of $4,000,000 as of June 30, 2025. This fund balance will include the residual balances from the Education Realignment Augmentation Fund (ERAF) Risk Reserve, the residual Measure G Fund Reserve, and portions of the Capital/Special Project Fund Reserve. Of this balance, it is anticipated that $905,060 will be used to balance the FY 2025-26 budget, consistent with the proposed budget and Attachment 2 (GASB 54 Commitment Resolution). The fund balance allocations and reclassifications are detailed in both Attachment 2 and the Financial Summaries in Attachment 4.

In anticipation of the end of the FY 2024-25 fiscal year, the Council is being asked to approve several revenue and expenditure budget adjustments, as listed in Attachment 3. These yearend adjustments reflect revised estimates and operational impacts that have occurred since the Mid-Year Review in February and are necessary to ensure the FY 2024-25 budget reflects actual financial activity.

ITEM NO. 7.

PAGE 3 OF 4
SUBJECT: Operating and Capital Budgets
DATE: May 28, 2025
The FY 2024-25 adopted budget included a 4.6% position vacancy savings assumption for salaries and benefits with the understanding that all vacant positions would be eventually filled through recruitment. However, recent estimates show that some departments and programs are fully staffed will not realize the 4.6% budgeted salary savings. Staff is therefore requesting that Council approve salary and expenditure budget adjustments, as needed, up to the amount of the projected 4.6% vacancy savings for individual department and programs, based on yearend actual expenditures.

Staff is also requesting an expenditure budget increase to cover additional costs incurred due to protective leaves (e.g., workers’ compensation leaves). In addition, Attachment 3 lists the salary and benefit reclassification from the General Fund to Capital Projects to recognize the utilization of temporary staff for capital projects.

During FY 2024-25, the Council authorized a $1,000,000 allocation for Emergency Management Services. Of this amount, approximately $100,000 is expected to be spent by year end. Staff is requesting that the remaining unspent balance, estimated to be approximately $900,000, be carried forward and appropriated for Emergency Management Services in FY 2025-26. The actual carryforward amount will be determined at the close of the fiscal year and reflected in the FY 2025-26 budget.

Outlook
While the Town’s Operating Funds budget is legally balanced through the planned use of reserves, the Town is not structurally balanced, as ongoing revenues are insufficient to fully support ongoing expenditures. For FY 2025-26, the gap between recurring General Fund revenues and expenditures is being closed by applying a 4.6% vacancy savings factor and utilizing $905,060 from the General Fund Unassigned Fund Balance. As a result, the General Fund Unassigned Fund Balance is projected to decrease from $4.0 million at the beginning of the fiscal year to approximately $3.1 million at year-end. Further, the Town’s Internal Service Fund, which services other Town-wide activity such as general liability, workers’ compensation, technology, vehicle replacement, etc., continues to utilize reserve fund balance to support activity.

This continued reliance on reserves is not sustainable over the long term. As the Town continues its efforts to address this structural deficit, it must be mindful that it cannot continue to support the current level of operational investment without either identifying new ongoing revenue sources or reducing programs and services to bring expenditures in line with recurring revenues. The Town Council and staff remain committed to a strategy of proactive fiscal management, regularly reviewing revenues, expenditures, and reserve levels, and making strategic adjustments to ensure the Town’s long-term fiscal health.

ITEM NO. 7.

PAGE 4 OF 4
SUBJECT: Operating and Capital Budgets
DATE: May 28, 2025
Additional detail and multi-year trends for all funds, including a five-year history of revenues, expenditures, and fund balances, are provided in Attachment 4: FY 2025-26 Financial Summaries.

CONCLUSION:

Staff recommends the Council adopt a Resolution approving the Town of Los Gatos Fiscal Year (FY) 2025-26 Operating Budget and FY 2025-26 to 2029-30 Capital Improvement Program (CIP)(Attachment 1), adopt a Resolution approving commitment of Fund Balances under GASB 54 (Attachment 2), and approve the FY 2024-25 budget adjustments (Attachment 3).

COORDINATION:

The preparation of the budget documents involved the participation of all Town Departments.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Resolution of the Town Council Approving FY 2025-26 Operating Budget and FY 2025-26– 2029-30 Capital Improvement Program (Attachment 1), including Exhibit A: Total Town Revenues and Expenditures by Fund

2. Resolution of the Town Council of the Town of Los Gatos Approving Commitments of Fund Balance under GASB 54

3. FY 2024-25 Year-End Budget Adjustments and Reclassifications

4. FY 2025-26 Financial Summaries

5. Public Comments

ITEM NO. 7.
1 of 4
Resolution 2025- June 3, 2025
ATTACHMENT 1
DRAFT RESOLUTION 2025-

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING THE FISCAL YEAR (FY) 2025-26 OPERATING BUDGET AND FY 2025-26– 2029-30 CAPITAL BUDGET; NEW APPROPRIATIONS; OTHER ADJUSTMENTS; MINOR CORRECTIONS; AND CARRY-FORWARD APPROPRIATIONS
WHEREAS, Section 2.30.295(b) of the Los Gatos Town Code requires the Town Manager to annually prepare and submit a budget to the Town Council and be responsible for its administration; and
WHEREAS, the Town Manager submitted to the Town Council and Finance Commission a Proposed Operating Budget for FY 2025-26 on April 21, 2025; and WHEREAS, the Town Manager submitted to the Town Council and Finance Commission a Proposed Five-Year Capital Improvement Program for FY 2025-26 – 2029-30 on April 21, 2025; and
WHEREAS, the Town Council conducted a noticed public hearing on the Proposed Operating Budget and Capital Improvement Program on May 20, 2025; and WHEREAS, per Measure A, the Town Council has considered and reviewed the Finance Commission’s written recommendations to the Town Council on the said proposed Budget and Capital Improvement Program during the public hearing on May 20, 2025; and WHEREAS, per Measures G and A, the Town Council has considered and reviewed the Finance Commission written recommendations to the Town Council regarding the potential allocation of Measure G proceeds during its public hearing on May 20, 2025; and WHEREAS, the Town Council will allocate the entire Measure G proceeds starting with the FY 2025-26 budget; and
WHEREAS, the Town Council previously allocated residual Measure G proceeds for capital should be programmed to the Shannon Road Repair Project; and WHEREAS, the Town Council has determined that the Unassigned Fund Balance Reserve should be established in the General Fund, and
WHEREAS, the Town Council has determined that the previously established ERAF Risk Reserve available balance should be transferred to the Unassigned Fund Balance, and

ITEM NO. 7.
2 of 4
Resolution 2025- June 3, 2025
ATTACHMENT 1
WHEREAS, the Town Council confirmed that the Unassigned Fund Balance should be $4,000,000 at June 30, 2025, and
WHEREAS, the estimated FY 2025-26 revenues increased by $220,000 to capture increased property tax projections, and
WHEREAS, the estimated FY 2025-26 revenues increased by $668,000 to capture additional anticipated permit fee collected through the Solid Waste Joint Authority, and WHEREAS, the estimated FY 2025-26 revenues increased by $162,759 to capture increased sales tax projections, and
WHEREAS, the estimated FY 2025-26 revenues increased by $20,000 to capture increased transient occupancy tax projections, and
WHEREAS, the estimated FY 2025-26 revenues increased by $110,000 to capture additional anticipated business license tax collection after the business license delinquency audit, and
WHEREAS, the estimated FY 2025-26 revenues increased by $181,268 to capture additional anticipated investment earning based on updated projections, and WHEREAS, the estimated FY 2025-26 revenues decreased by $360 to capture actual recovery revenue based on decreased cost in the Below Market Housing program, and WHEREAS, the estimated FY 2025-26 revenues increased by $15,000 to capture increased planning permit fee collection projections, and WHEREAS, the estimated FY 2025-26 revenues increased by $358,891 to capture increased engineering permit fee collection projections, and WHEREAS, the estimated FY 2025-26 revenues increased by $50,000 to capture additional revenue for electric charging station rent, and WHEREAS, the estimated FY 2025-26 internal service fund revenues decreased by $108,592, reflecting decreased cost recovery due to additional savings identified in the internal service fund programs, and
WHEREAS, the estimated FY 2025-26 expenditures decreased by $250,358 due to the reduction in membership and other miscellaneous items townwide, and WHEREAS, the estimated FY 2025-26 expenditures decreased by $12,500 providing

ITEM NO. 7.
3 of 4
Resolution 2025- June 3, 2025
ATTACHMENT 1
efficiency to the Boards and Commissions by providing standardized bulk give-away items, and WHEREAS, the estimated FY 2025-26 expenditures decreased by $8,700, reflecting a decrease in funding for the hotel program, and
WHEREAS, the estimated FY 2025-26 expenditures decreased by $138,000, reflecting a decrease in funding for outside legal services, and
WHEREAS, the estimated FY 2025-26 expenditures decreased by $67,650 to remove decorative tree wrap lighting services, and
WHEREAS, the estimated FY 2025-26 expenditures decreased by $104,350, providing reduced library service offerings, and
WHEREAS, the estimated FY 2025-26 expenditures decreased by $60,000 reorganizing and streamlining the community police complaint process, and WHEREAS, the estimated FY 2025-26 expenditures decreased by $100,000 due to decreased block tree pruning services, and
WHEREAS, the estimated FY 2025-26 expenditures decreased by $255,196 due to additional potential CalPERS benefit savings, and
WHEREAS, the estimated FY 2025-26 expenditures increased by $23,200 due to additional funding provided to the Town Community Grant Program, and WHEREAS, the estimated FY 2025-26 internal fund expenditures decreased by $168,541 due to saving identified by staff, and
WHEREAS, the estimated FY 2025-26 Unassigned Fund Balance used to balance the FY 2025-26 budget decreased from $3,658,215 to $905,060 based on the aforementioned revenue and expenditures changes, and
WHEREAS, the Council authorized $1,000,000 reverse use for Emergency Management during the FY 2024-25, and
WHEREAS, it is anticipated approximately $100,000 funding will spent for Emergency Management during FY 2024-25, and
WHEREAS, the estimated available expenditure budget balance will carryforward to FY 2025-26 Emergency Management Program budget, and
WHEREAS, on June 3, 2025, Town Council considered and reviewed the proposed

ITEM NO. 7.
4 of 4
Resolution 2025- June 3, 2025
ATTACHMENT 1
Budget and Capital Improvement Program and made final determinations.

NOW, THEREFORE, BE IT RESOLVED: that the Town Council hereby adopts as the Operating Budget for the Town of Los Gatos for the 2025-26 fiscal year as depicted in Exhibit A entitled “Total Town Revenues and Expenditures by Fund” including the first year (FY 2025-26) of the Town’s Capital Improvement Program budget as contained in the Town’s FY 2025-26 – 2029-30 Capital Improvement Program.

BE IT FURTHER RESOLVED, that the final adopted Budget documents include minor corrections and approved appropriations for unspent prior year allocations, and that they be carried forward from prior years in a Reserve for Encumbrances whereby within each fund there is an amount sufficient to cover approved outstanding encumbrances as of June 30, 2025.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 3rd day of June, 2025 by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

ITEM NO. 7.

TOTAL TOWN REVENUES AND EXPENDITURES BY FUND
Note: $900,000 anticipated Carryforward Expenditure Budget is not included in this schedule.

EXHIBIT A
FY 2025-26 Estimated FY 2025-26
Proposed Budget Recommended
Budget Revision Budget

REVENUES
General Fund $58,080,028 $ 1,785,558 (1) $ 59,865,586
Special Revenue Funds 403,420 - 403,420
Internal Service Funds 7,497,304 (108,592) (2) 7,388,712 Capital Project Funds (does not include carryforwards) 4,564,355 - 4,564,355 Successor Agency Funds 3,923,926 - 3,923,926
TOTAL REVENUES $74,469,033 $ 1,676,966 $ 76,145,999

OTHER FUNDING SOURCES
Designated One-Time Use of General Fund Unassigned 3,658,215 905,060 TOTAL TOWN REVENUES & OTHER FUNDING SOURCES $78,127,248 $ 1,676,966 $ 77,051,059

TOTAL TOWN EXPENDITURES, TRANSFERS OUT & CARRYFORWARD APPROPRIATION General Fund $61,348,243 $ (967,597) $ 60,380,646
Special Revenue Funds 466,581 (947) 465,634
Internal Service Funds 8,887,546 (168,541) 8,719,005
Capital Project Funds (does not include carryforwards) 7,206,822 - 7,206,822 Successor Agency Funds 3,817,122 (10) 3,817,112
TOTAL TOWN EXPENDITURE & OTHER FUNDING USES $81,726,314 $ (1,137,095) (3) $ 80,589,219

OTHER FUNDING USES
Designated One-Time Use of General Fund Reserves -
TOTAL TOWN EXPENDITURES & OTHER FUNDING SOURCES $81,726,314 $ (1,137,095) $ 80,589,219 GENERAL FUND SOURCE(USE) OF FUND BALANCES $ 390,000 $ 390,000 OTHER FUNDS SOURCE(USE) OF FUND BALANCES (3,989,066) (3,928,160) TOTAL SOURCE(USE) OF FUND BALANCES $ (3,599,066) $ (3,538,160)

ITEM NO. 7.

EXHIBIT A
(1) Additional General Fund Revenues in the amount of $1,785,558

Property Tax $ 220,000
Waste Hauler Permit Fee 668,000
Sales and Use Tax 131,490
Sales and Use Tax - Measure G 31,269
Transient Occupancy Tax 20,000
Business License Tax 110,000
Interest 181,268
Planning Permit Fees 15,000
Below Market Housing Service Fee (based on decreased cost) (360) Engineering Fees 358,891
Electric Vehicle Charging Stations Enhanced Revenue 50,000 $ 1,785,558
(2) Decreased Internal Service Charges in the amount of 108,592

Decreased Internal Service Expenditures Cost Recovery $ (108,592) $ (108,592)
Total Revenues $ 1,676,966
(3) Tiered Operational Savings in the amount of $1,137,095

All Tier 1, Some Tier 2, and Some Tier 3 Reductions
Reduce Membership and other Operational Reductions $ (245,358) Reduce Boards and Commissions Budget (17,500)
Add Bulk Purchase Items to Boards and Commissions 5,000 Reduce Hotel Program (8,700)
Reduce Outside Legal Services Hours (138,000)
Remove Decorative Tree Wrap Lighting (67,650)
Reduce Library Offerings (104,350)
Reorganize Community Police Complaints (60,000)
Reduce Block Tree Pruning (100,000)
Pension Benefit Savings (255,196)
Increase Community Grant Funding 23,200
Internal Service Funds Operational Savings (168,541)
Total Expenditures $ (1,137,095)

ITEM NO. 7.
1 of 5
Resolution 2025- June 3, 2025
RESOLUTION 2025-

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING COMMITMENTS OF FUND BALANCE UNDER GASB 54

WHEREAS, the Governmental Accounting Standards Board (GASB) has issued its Statement No. 54, Fund Balance and Governmental Fund Type Definitions with the intent of improving financial reporting by providing fund balance categories that will be more easily understood and to improve the comparability of governmental fund financial statements; and WHEREAS, GASB 54 provides that the Town Council of the Town of Los Gatos classify governmental fund balances as restricted, assigned, or committed fund balances; and WHEREAS GASB 54 provides that restricted reserves are funds that are restricted for externally imposed constraints such as legal contracts or state law, assigned amounts are constrained by the Town’s intent to use them for specific purposes, and committed amounts are dedicated for specific purposes under constraints and formal action taken by the Town Council and these committed amounts cannot be used for any other purposes unless the Town Council of the Town of Los Gatos removes or changes the specific use through the same formal action to establish the commitment; and
WHEREAS, there exists a Restricted General Fund Pension Reserve in the form of an IRS 115 Pension Trust; and
WHEREAS, there exists a balance of $2,878,659 as of June 30, 2025 in the restricted Pension Reserve; and
WHEREAS, the Town Council of the Town of Los Gatos has established a General Fund Reserve Policy providing for minimum fund balance dollar target amounts for Budget Stabilization and Catastrophic Reserve fund balances and outlines policies and procedures for use and restoration of these balances; and
ATTACHMENT 2

ITEM NO. 7.
2 of 5
Resolution 2025- June 3, 2025
WHEREAS, there exists an assigned General Fund Compensated Absences Reserve allocated to fund 50% of all vested hours of sick leave, compensation, and vacation time with the actual reserve amount to be determined at the close of FY 2024-25; and WHEREAS, there exists an assigned Capital/Special Projects Reserve to fund key infrastructure and capital/special projects as identified in the Town’s five-year Capital Improvement Plan, and/or other Council priorities; and
WHEREAS, there exists an assigned authorized Carry Forward Reserve for materials and services on approved purchase order and contracts which were issued but not finalized or fulfilled as of the end of the fiscal year but for which funds will be carried forward to the following fiscal year. Actual reserve balance will be established at the close of FY 2024-25; and WHEREAS, in June 2016, the Town Council established the committed Pension/OPEB Reserve to provide funding toward pension and Other Post-Employment Benefits (OPEB) unfunded obligations by placing discretionary amounts to the reserve with formal Council action and transferring available year-end surpluses based on the General Fund Reserve Policy; and WHEREAS, there is an anticipated excess balance of $1,000,000 as of June 30, 2025 in the assigned OPEB/Pension Reserve, and
WHEREAS, The Town Council established the assigned Sustainability Reserve in FY 2008-09 by closing the Solid Waste Management fund and placing the initial residual balance dedicated for conservation, recycling, and sustainability; and WHEREAS, there exists an excess balance of $140,553 as of June 30, 2025 in the assigned Sustainability Reserve; and
WHEREAS, there exists an assigned Market Fluctuation Reserve that represents fund balance amounts for unrealized investment gains that have been recorded as investment income in the financial statements in accordance with the requirements of GASB 31, actual reserve balance will be established at the close of FY 2025-26; and WHEREAS, there exists an assigned Measure G 2018 District Sales Tax Reserve to track receipt and use of the 1/8 cent district tax funds collected by the Town; and

ITEM NO. 7.
3 of 5
Resolution 2025- June 3, 2025
WHEREAS, the Town Council has determined the use of Measure G accumulated and future proceeds to be 50% for operating expenditures and 50% for capital purposes until the end of FY 2024-25; and
WHEREAS, the Town Council has determined the use of 100% of the Measure G estimated proceeds from FY 2025-26 will go towards operating expenditures; and WHEREAS, the Town Council will determine the use of Measure G beyond FY 2026-27 after the completion of the external review of the Five-Year Forecast and a comprehensive Fiscal Impact Analysis, and
WHEREAS, the committed residual balance of $590,581 that was set aside for operating purposes in FY 2020-21 was programmed to be used for operating expenses in FY 2024- 25 if needed; and
WHEREAS, the portion of the committed residual balance of $590,581 not used for operating expenses in FY 2024-25, will be placed in the Unassigned Fund Balance, and WHEREAS, with the adoption of the Fiscal Year 2023-24 Budget, an assigned Education Realignment Augmentation Fund (ERAF) Risk Reserve has been established, reserving the 30% of the anticipated ERAF proceeds from FY 2022-23 until a lawsuit between the State and the School Districts concludes; and
WHEREAS, an excess balance of the ERAF RISK Reserve will be moved to the Unassigned Fund Balance during FY 2024-25, and
WHEREAS, there exists an excess balance of $4,000,000 as of June 30, 2025 in the Unassigned Fund Balance, moving available funds from the available Capital/Special Projects Reserve, and
WHEREAS, the FY 2025-26 budget anticipates using $905,060 of the General Fund Unassigned Fund Balance to balance the budget; and
WHEREAS, there exists an excess balance of $3,094,940 as of June 30, 2026 in the Unassigned Fund Balance, final balances will be determined at the close of the FY 2025-26 fiscal year, and

ITEM NO. 7.
4 of 5
Resolution 2025- June 3, 2025
WHEREAS, the Town Council established the assigned Open Space reserve in the FY 1998-99 to be used for the preservation of open space, connection of open space trails, the definition of the southern boundary of the Town with passive open space, and protection of unique natural features; and
WHEREAS, there exists an excess balance of $410,000 as of June 30, 2025 in the assigned Open Space Reserve; and

NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS DOES HEREBY RESOLVE that the following estimated Pension, Budget Stabilization, Catastrophic, Pension/OPEB, Capital/Special Projects, Compensated Absences; Measure G District Sales Tax, Surplus Property Revenue, Market Fluctuations, Sustainability, Open Space, and Unassigned Fund Balance as of June 30, 2025 and as of June 30, 2026 as restricted, assigned, unassigned or formally committed as follows:

Actual
General Fund
Reserves
June 30, 2024
FY 2024-25
Budget, GF
Reserve Policy,
and this
Resolution
Approved
Increase
FY 2024-25
Budget, GF
Reserve
Policy, and
this
Resolution
Approved
(Decrease)
Estimated
General Fund
Reserves
June 30, 2025
FY 2025-26
Budget
Resolution
Approved
Increase
FY 2025-26
Budget
Resolution
Approved
(Decrease)
Estimated
General Fund
Reserves
June 30, 2026
Restricted Fund Balances
Pension $ 2,188,659 $ 690,000 $ - $ 2,878,659 $ 390,000 $ - $ 3,268,659 Porperty Held for Resale 344,338 - (344,338) - - - -
Nonspendable
Rehab Loan Reserve (Nonspendable) 159,000 - - 159,000 $ - $ - $ 159,000 Committed Fund Balances
Budget Stabilization 6,736,781 $ 1,133,858 - 7,870,639 - - 7,870,639 Catastrophic 6,736,781 $ 1,133,858 - 7,870,639 - - 7,870,639 Pension/OPEB 300,000 1,000,000 (300,000) 1,000,000 - - 1,000,000 Measure G District Sale Tax - Operating 590,581 (590,581) - - - - Assigned Fund Balances
Capital/Special Projects 8,651,056 - (7,144,607) 1,506,449 - - 1,506,449 Compensated Absences 1,555,478 - - 1,555,478 - 1,555,478 Open Space 410,000 - - 410,000 - - 410,000
Sustainability 140,553 - - 140,553 - - 140,553
Market Fluctuations 1,712,246 - - 1,712,246 - - 1,712,246 Carryover Encumbrances 85,861 - - 85,861 - - 85,861
Council Priorities - Economic Recovery 20,684 - (20,684) - - - - ERAF Risk Reserve 1,430,054 - (1,430,054) - - - -
Unassigned Fund Balance - 4,000,000 - 4,000,000 - (905,060) 3,094,940

ITEM NO. 7.
5 of 5
Resolution 2025- June 3, 2025
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on the 3rd day of June 2025 by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: __________________
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: __________________

ITEM NO. 7.
1 ATTACHMENT 3
FY 2024-25 YEAR-END RECOMMENDED BUDGET ADJUSTMENTS
Budget adjustments are recommended for the following revenues and expenditures at the year-end as described below:
 Sales and Use Tax: $145,138 revenue budget increase to reflect current sales tax trends based on MuniServices’ current projections.
 Measure G – District Sales Tax: $34,243 revenue budget increase to reflect the current trends of the one-eight cent sales tax based on MuniServices’ projections.  Emergency Management Performance Grant: $15,300 revenue budget decrease due to the fact that the grant receipt is not anticipated in FY 2024-25.  Below Market Program (BMP) Housing Purchase: $476,154 revenue and expenditure budget decrease to reflect that the BMP program is not purchasing the unit that the Council previously allocated funds for.

Fund Program Account Amount Comments
111 1201 41211 Sales & Use Tax $ 145,138
MuniServices Most Probable April 2025 Sales
Tax Estimates
111 1221 41214 Measure G - District Sales Tax 34,243
MuniServices Most Probable April 2025 Sales
Tax Estimates
111 2101 43208 Emergency Managament Performance Grant (15,300) Funds are not Anticipated 111 3501 45921 BMP Housing in Lieu Fund for Unit Purchase (476,154) BMP Program is not Purchasing the House 111 5202 42514 Encroachment Permits 70,000 Funds Anticipated 111 5202 44623 Engineering Review Surcharges 54,000 Funds Anticipated 111 5301 42515 Tree Removal Permits 91,000 Funds Anticipated TOTAL GENERAL FUND REVENUES $ (97,073)
Fund Program Account Amount Comments
111 1201 99611 To General Liability 60,000 Funds Partially Expended 111 Town-wide 5XXXX Salaries and Benefits Varies
Up to 4.6% Salary Saving Factor Applied Up to
the Amount of $1,788,636 by
Programs/Departments
111 Town-wide 5XXXX Additional Expensed due to Protective Leaves Varies Up to the Amount of $320,000 111 3501 82202 BMP Housing Unit Purchase (476,154) BMP Program is not Purchasing the House TOTAL GENERAL FUND EXPENDITURES $ (416,154)
Plus Anticipated Salaries and Benefits
Adjustments
Fund Program Account Other Fund Revenues Amount Comments 611
1302 49111 60,000 From General Fund
Total Liability Self Insurance $ 60,000
Liability Self Insurance
General Fund Revenues
General Fund Expenditures
FY 2024-25 YEAR-END BUDGET ADJUSTMENT REQUESTS - OTHER FUNDS