Los Gatos City Council
June 17, 2025

ITEM NO. 12.

April 26, 2021
Ms. Janice Chin, Assistant Engineer
Town of Los Gatos, Parks and Public Works Department
Proposal for
Dear Ms. Chin:

INTRODUCTION
NCE is pleased to provide the Town of Los Gatos (Town) our proposal to provide civil engineering services forthe Shannon Road Repair Project (Project). As we lead the completion of the Geotechnical Alternatives Report (GAR) for this project we appreciate the opportunity to continue our work with the Town towards completing construction documents for stabilizing the embankment and roadway.

Based on our previous work at the site, the Shannon Roadway embankment has been experiencing ongoing slope creep and movement resulting in pavement cracking and localized failures requiring ongoing maintenance by Santa Clara County (County) and now the Town. This is mainly the result of colluvial and fill soils that are susceptible to slope creep and movement from an over steepened roadway embankment in combination with original fill materials used to construct the roadway likely not be compacted, keyed, and benched properly to current standards.

Given the severity of recent cracking and how quickly cracking occurred after prior maintenance, completing construction of this roadway repair is critical to prevent additional roadway damage and additional repairs and maintenance the current two stabilization alternatives presented in our Report to the Town include a (i) MSE wall in combination with soldier pile and lagging wall and (ii) soldier pile and lagging wall. Each of them addresses geological conditions, site access, and general site constraints.

As an unplanned project receiving resources from t embankment stabilization also diverts resources from projects which are already planned. Furthermore, as a central thoroughfare for motorists and bicyclists in the eastern part of the community, Shannon Road provides access to residents. If the ongoing instability persists, it threatens the connection of this part of the Town with the rest of the community.

NCE has hand selected the right team to assist the Town with delivering the Shannon Road Repair Project as we have direct knowledge and experience with project site; excellent working relationship with the Town backed by the repeated ability to deliver; infrastructure, roadway, and pavement engineering design expertise; and a talented multidisciplinary team with innovative ideas for solving the challenges of this site.
including civil engineering and pavement design that we supplement with long-time trusted teaming partners like Cal Engineering & Geology (geotechnical/structural), Fehr & Peers (traffic control), and Mountain Pacific Surveys (surveying).

Richmond, CA
501 Canal Blvd., Suite I
Richmond, CA 94804
(510) 215-3620
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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Additionally, the NCE team will be led by proposed Project Manager, Lee Taubeneck, PE, who will be responsible for day-to-day project management. Lee brings extensive experience working on road widening projects in planning, design, QA/QC, ROW, utility, RFA and programming phases. Lee will be supported by Ryan Shafer, PE, GE,
and will provide project oversight. Ryan has a solid integrated civil and geotechnical background and is infrastructure. In short, by selecting NCE, the Town will benefit from existing working knowledge of the site our ability to start and complete the design of this project quickly, ability to introduce cost saving designs (e.g., recycling roadway materials in-place and avoiding utility relocation/conflicts with wall design and planned excavation depths), and decades of diverse and considerable engineering experience delivering these types of projects.

FIRM QUALIFICATIONS
NCE is a client-focused professional consulting firm integrating the disciplines of engineering, science, and planning to address the infrastructure and resources challenges facing our communities today and in the future. NCE has grown significantly in expertise and capabilities beyond its origin as a transportation research and pavement management firm working with the Federal Highway Administration (FHWA). NCE delivered civil engineering and pavement design services for scores of California municipalities. NCE is adept in delivering comprehensive civil engineering and pavement design projects. The NCE team provides the following benefits and distinguishing features:

Familiarity with local regulations and working with the Town on capital improvement projects including the Shannon Road Embankment Stabilization.

Knowledge and demonstrated pavement rehabilitation design expertise from designing thousands of local streets and roadways throughout California, Nevada and the West Coast.

Highly qualified interdisciplinary team of professionals that have worked together on multiple projects involving conception, regulatory compliance and permitting, environmental documents, through design and construction monitoring.

Technical resources with an in-depth understanding of sustainability, safety, community needs, and environmental constraints.

Tailored approach with cost-effective strategies and practicalsolutions that promote cost savings, reduced construction disruptions/impacts, constructability, and that can be readily implemented.

Responsive staff with proven experience in all facets of engineering, including applicable state and federal standards.

ORGANIZATIONAL CHART
Figure 1 below illustratesthe structure and team we propose for this project, the roles and responsibilities of each team member as well as the communication/reporting relationships of the key staff in relation to the Town for this project. Qualifications summaries for key personnel are provided below and their focused resumes are included in Attachment A.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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KEY PERSONNEL Figure 1. NCE Team Organization
Qualifications summaries for each key team member are provided below and their focused resumes are provided in Attachment A.

Mr. Ryan Shafer, PE, GE, Client Sponsor. In this role, Ryan will be responsible for communicating with the Town and champion of allocating of resources. Ryan is an experienced Principal and Project Managerthat is highly skilled in managing interdisciplinary teams of engineers,scientists, and planners for complex projectsrequiring civil engineering, geotechnical engineering, pavement engineering, structural engineering, transportation and traffic engineering, hydrology and hydraulics, coastal engineering, regulatory permits, technical studies and resource assessments, and environmental documents. In addition, he has managed and provided civil and geotechnical engineering on a wide range of public and private projects, including vertical development, municipal roads, trails, drainage infrastructure, landfills, public transit, recreation areas and parks, industrial facilities including refineries, and waterfront structures giving him an understanding of how to work with diverse project types. His clients provide feedback that NCE is an effective partner and steward, understanding what is important to each community. He is a registered civil engineer and geotechnical engineer with more than 22 years of professional experience.

Mr. Lee Taubeneck, PE, Project Manager. The NCE team will be led by Lee, who will be responsible for day-to-day project management and will also be a point of contact for the Town. Lee is a transportation professional with extensive experience in the development of expressways, freeways,roads, transitsystems, multi-use paths,trails,sidewalks,streets, and Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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highways. He has worked with public, private, and non-profit clients throughout California at both the local, regional, and State levels. He is an expert in transportation planning and design. He is a registered civil engineer with more than 37 years of professional experience.

Mr. Franz Haidinger PE, QA/QC Manager. Franz will be responsible for quality assurance and quality control on the deliverables developed by NCE. Franz brings a wealth of experience and expertise in civil and environmental engineering. He has lead engineering efforts in projects with civil design components such as pavement design for parking lots, curb and gutter layout, storm drain design, LID features like overland flow, bioswales, and small detention basins, grading, design of water services for irrigation and domestic water supply, and design of a sewer connections for future projects. The depth of his experience also includes the preparation of Drinking Water Source Assessments, SWPPPs, contaminated soil remediation, underground storage tank removals, permitting, operation and maintenance of groundwater treatment facilities and soil vapor extraction systems, and construction quality assurance. He is a registered civil engineer with 24 years of professional experience eer.

Mr. James Signore, PhD, PE, Pavement Design Lead. James specializes in pavement design and evaluation, rehabilitation and maintenance, materials assessment, and training. He has experience in designing pavements for many local agencies, Caltrans, and for heavy vehicle loading applications for highways, airfields and ports. He has spent years researching pavement materials, having directed a state-of-the-art AMRL certified and Superpave mix design equipped research laboratory, and is well versed in state and local pavement practices and specifications.

He has tau
cuts and patches) seminars to practicing engineers for 20 years. He has also taught graduate courses in pavement engineering at San Jose State University and many of his former students are civil engineers at local agencies. Additionally, James is a Member of the Transportation Research Board Committee AFD70, Pavement Rehabilitation, AFD70-1, Pavement Interlayer Systems and the FAA Airport Pavement Technical Working Group. He is a registered civil engineer with 25 years of professional experience and holds a PhD in Civil Engineering.

Ms. Sara Dowling, EIT, Project Engineer/Pavement Design. Sara has been involved in design projects that include new intersection roadway, high-rise building foundation, airport taxiway pavement structure, spatial data analysis, and a green wastewater treatment plant.

She was the fundraising chair for the Institute of Transportation Engineers and is currently a member of ASCE and Young Professionalsin Transportation. Sara has experience in AutoCAD 3D, ArcGIS, MS Project, Technical Writing, Literature Review, EverFE, and C++.

Andrea J. Valentine, CADD Design. Andrea is a CADD drafter with nearly 40 years of experience providing layout and drawing of civil and structural plans, control lines, profiles, to provide lot line adjustment boundaries; develops, implements, and updates CADD standards; and sets up and maintains drafting records and documentation. Her program experience includes AutoCAD, Bentley Micro-station, and Microsoft Word and Excel. In addition to obtaining her BA, Andrea and has taken various drafting, graphic arts, solar design, technical math, cartography, natural sciences, and computer training courses at various San Francisco Bay Area colleges.

NCE Administrative Staff. NCE also has a team of administrative professionals that will support the strategic engagement task by developing graphics, and content for presentations or collateral material.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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SUBCONSULTANT KEY PERSONNEL
Mr. Phillip Gregory, PE, GE, Geotechnical Engineer. Phillip is an experienced geotechnical engineer and manager who has completed more than 150 transportation and water infrastructure improvement projects for public agencies over the past 20+ years. Phil's expertise is in the analysis and design of earth embankments and slope stabilization measuresincluding geosynthetic reinforced slopes, and embankments, CIDH pile structures, segmental block retaining soldier pile and lagging walls, soil nail retaining structures, light weight fill, and slope dewatering systems. Phillip is an experienced Caltrans-based specification writer and estimator of earth construction costs. Phillip managed the majority of the federally-funded storm damage repair projects that were completed by CE&G in 1993, 1998, and 2006. He is a registered civil engineer and geotechnical engineer with 33 years of professional experience.

Mr. Chris Hockett, PE, GE, Structures Design. Chris has expertise in managing geo-civilstructural design projects that involve the preparation of plans, specifications, and (PS&E) for roadway stabilization projects. Chris has designed stitch piers, retaining walls founded on deep and shallow foundations, mechanically reinforced embankments, segmental retaining walls systems, and tieback retaining walls on roadways for Cities and Counties throughout the Bay Area. Some of his recent roadway stabilization experience includes the structural design of a 300 foot long stitch pier system along Foothill Boulevard in Sunol and a 200 foot long soldier pile and wood lagging retaining wall with tieback anchors along Rifle Range Road in Richmond, and the geotechnical design of over 1,000 linear feet of stitch piers, and soldier pile and lagging debriswalls and retainingwalls along the award winning 1.7mile long George Miller Regional Trail between Martinez and Port Costa. He is a registered civil engineer and geotechnical engineer with 13 years of professional experience.

Mr. Ryan McClain, PE, TE, Traffic Handling & Detours. Ryan has worked in the transportation planning and engineering field since 2001. Focusing on multi-modal transportation design and analysis, Ryan provides alternatives development and assessment and transportation engineering design for complete streets projects ranging in size from single intersections to complex multi-jurisdictional corridors and master plans. Ryan works closely with agency staff, stakeholders, and the community to develop engineering solutionsthat work for all users. Ryan leads Fehr air of the international ITE Complete
Streets Council. He frequently teaches courses on complete streets design, including recent classes for MTC throughout the Bay Area and lectures at UC Berkeley for the pedestrian/bicycle graduate class. In addition to
he is responsible for overall office strategy and client relations. He is a registered civil engineer and traffic engineer with more than 20 years of professional experience.

Mr. Charles Weakley, PLS, Surveying. Charles is the President and manager in charge of all land survey work undertaken by Mountain Pacific Surveys and our aerial mapping company, Aerometric Surveys. His experience in land surveying includes photogrammetric control, precision as-built surveys, G.P.S. and cadastral surveys, boundary determinations and right-of-way calculations, topographic mapping, aerial photogrammetry, and construction layout of hundreds of subdivisions, roadway, commercial, and utility projects. Charles is responsible for all aspects of project administration, including contract negotiations.

He is a professional land surveyor with 27 years of professional experience.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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PROJECT UNDERSTANDING AND PREVIOUS WORK
Having been called upon by the Town along with our geotechnical partners CE&G for the initial investigations of Shannon Road distress, NCE has extensive knowledge and understanding of the project.

In early 2020, as downhill creep began to accelerate, we were called by the Town. The team completed extensive field research, reconnaissance, field borings, and laboratory analyses to enable site characterization. The Revised Geotechnical Alternatives Report (RGAR, CE&G, December 2020) was the culmination of these investigations and prepared two feasible alternatives and cost estimates.

Two probable landslides were identified by our investigations along the Road segment (Figure 2) composed of quaternary colluvium. The observed colluvium fills more gently sloped swales that have been mapped as probable landslides of
uncertain age by the CGS and the Town. The colluvium swales are interpreted to be dormant landslides. The colluvium is composed of sandy lean clay with and without gravel, and silt/ lean clay with sand. The colluvium was found beneath the Road prism and above the bedrock (siltstone). The Report correlates the two dormant slides with the thicker portions of the fill/ colluvium above the bedrock, or roughly between stations 6+35 to 7+48, and stations 3+00 to 4+25.

The Town acquired title to the Road in 2017, in what at the time was determined to be a State of Good Repair. The outboard side of the Road segment is composed mostly of artificial fill. Given the vintage of the Road, it is likely that the embankment was not compacted to current standards, leading to settlement of the fill.

The former owner had been addressing settlement and cracking for several decades. Routine maintenance of the roadway consisted of HMA overlays to relevel the driving surface. The result was a thick structural section of AC pavement on the westbound or downhill side. The added mass of repeated overlays on the outside lane of the Road may have exacerbated the distress and failures over time.

The final overlay of the roadway prior to ownership transfer included polyurethane foam injection within the area of historic cracking and settlement, along with a 2.5-inch to 3-inch pavement overlay. Postownership transfer, settlement has not only continued, but accelerated. The steepened embankment of fill and overlying colluvium and likely lack of proper compaction, keying, and benching of fill materials appear to be involved in long term creep of the Road embankment. The RGAR concludes that sliding of the Road segment is locally incipient based on the increased rate of movement within the last few years, especially for the outboard (downhill) portion of the Road prism. Although minimal groundwater was encountered during the field investigations, soil saturation from precipitation could also be contributing to sustained creep downslope.

The RGAR completed by the NCE Team presents two viable alternatives and cost estimates for stabilizing the Road embankment. Either alternative establishes a structure outside the westbound (downhill) portion of the Road prism connecting them through the Road prism to help buttress the Road. One alternative proposes the use of tie-backs (soldier pile with lagging) to apply compressive forces against the Road prism, and the other uses geogrid fabric (MSE wall). During preliminary engineering the preferred alternative will be selected and confirmed with the Town based on available ROW, costs, traffic impacts, and environmental constraints. The current recommendation is the solder pile and lagging wall Figure 2. Two Dormant, Upslope
Landslides (Gray)
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system that isless costly and disruptive allowing for one lane of traffic to remain open during construction depending on final design and construction means and methods.

KEY ISSUES AND OPPORTUNITIES
NCE has identified several key issues and opportunities based on extensive knowledge of the site conditions,
investigations, and alternatives report. The NCE team
experience delivering similar projects for other public agencies affords the Town confidence that we can meet
whatever challenges present themselves for the Shannon
Road project. A photo of one of our successful projects is shown in Figure 3.

CONSTRUCTION COST
As the downslope creep and repair
improvement plan, managing capital costs for construction must be considered a major issue and opportunity for reducing costs. Under planned circumstances the Town could entertain addressing Road conditions with a sufficient budget. Instead, it must consider using reserve funds and postponing other needed improvements to stabilize the incipient slope movement.

The NCE team as part of this proposal and our design approach has identified the following approach to managing and reducing construction costs below the current preliminary cost estimate that we developed:

The inner lane exhibits less distress and is fair to good condition and suitable for use of conventional mill and overlay treatments to reduce current preliminary pavement reconstruction costs from $100/sy to $20 to $25/sy.

To prevent pavement distresses in the thickened
asphalt section in the outer lanes from reflecting
back up through the new pavement section and
to allow the existing valuable asphalt to be
recycled in-place, based on our experience and
speaking further with a pavement recycling
contractor, we recommend pre-milling at least
the top 4- to 6-inches of the roadway to allow a
Full Depth Reclamation (FDR) reclaimer to
penetrate through the bottom of the very thick
AC. Then the reclaimer can pulverize the existing
roadway materials and recompact in-place, and
then place a new 4- to 6-inch HMA wearing
course. This approach will reduce the current
preliminary reconstruction cost by 40 to 50%
with a cost of $50 to $60/sy.

Working around existing utility poles is another
example of accomplishing the work for less cost
Figure 4. Narrow Roadway Guardrail Installation
not to mention less time to coordinate with PG&E and telecom utilities. While there are advantagesto clearing utility poles from the face of the embankment to maintain consistent earth Figure 3. Soldier Beam and Lagging
Retaining Wall, Bailey Road, Pittsburg
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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pressures against the slope, earth pressures can still be maintained with a gap in the wall by bridging the gap with a grade or cantilever beam.

Maintaining the existing roadway width, drainage patterns, and elevations to the extent possible will reduced the need for roadway cuts into the hillside, maintaining work within ROW, and less construction and materials costs.

Another potential cost savings will be to place guard rail as close to the inside of the soldier piles as possible again to maintain the existing road prism as much as possible and within existing ROW.

Figure 4 reflects just such an installation with a narrow roadway installation.

TRAFFIC HANDLING
Either as a detour or with one-way traffic control, maintaining eastbound and westbound traffic around or through the construction site will require careful coordination. Connections for power supply to traffic signals are often a constraint in working these situations. Our solution builds off our successful engagements with Fehr & Peers in the past on stabilization projects such as Via Verdi in Richmond. For the soldier pile and lagging alternative, the installation of 2 temporary traffic signals and a protective barrier will allow travelers to pass east or west with minimal queuing or delay. The power supply will be provided either by solar or conventional, low-noise generators. On the east, the temporary signal will be established at the intersection with Santa Rosa Drive. On the west, the temporary signal will be established at Diduca Way. Advance warning signs will be used to notify approaching vehicles of charges well in advance. A protective barrier in the form of either k-rail, sand barrels or water filled segmental barriers will be established on the outboard side of the centerline to inhibit the incursion of vehicles into the active work zone (cf.

Figure 5).

The soldier pile and MSE wall alternative will require the complete closure of the Road segment to allow for placement of the geogrid fabric. The solution here is a traffic detour either be set up along Kennedy Drive or along the combination of Hicks Road and Blossom Hill Road. As this out-of-direction travel will on average increase travel time by 10 minutes, more extensive public outreach will be needed in comparison with the soldier pile and lagging alternative to encourage public cooperation.

RIGHT OF WAY
The current vertical drop-off on the downhillside of the Road rangesfrom 3 to approximately 20 feet with a slope of 1.5 (V) to 1 (H). In its current condition, the downhill slope is steep and a potential hazard for motorists. While channelizers and signs reflect the nature of the hazard, the risk has been present for several years. Consequently, the
installation of guardrail is recommended for consideration.

This will increase the width of the Road prism, add a bid item to the engineers estimate, and may have ROW implications.

Also, the limits of public and private property linesin the RGAR were placed using parcel maps provided by the Town (cf.

Figure 6). Several indicate that the current road may extend into private property, which would Figure 6. Portion of Figure 2C, RGAR Figure 5. One Way
Traffic Control, Rifle
Range Road
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Figure 7. OH Utility Lines,
Sta 12+80
be unusual for a public roadway and will be further confirmed by ROW mapping during completion of topographic surveys. This will be important to confirm as work outside Town ROW can be time consuming to coordinate with outside stakeholders/property owners, particularly if ROW acquisition is required.

Our solutions for these ROW challenges are varied and multiple. First, we will refine the parcel maps provided by the Town with a topographic survey. For this reason, the topographic survey is included in the proposed schedule as one of the first items of work.

Next, we will complete a review of available Town data regarding collision records or accidents within this section of roadway. Perhaps, if little to no accidents or collisions have occurred, it may be possible to use a combination of reflectors, signs, and delineation to provide sufficient warnings that can avoid guardrail placement.

Finally, it is possible to erect the guardrail as a vertical extension of the MSE or soldier pile wall. If we find that ROW is indeed constrained, we can use this to shorten the horizontal dimensions of the project.

UTILITIES
A water line is known to exist along the inside, eastbound travel lane. Our current assumption and approach to scoping this project is that this water line can be sufficiently located and roadway rehabilitation and repair methods can be completed to avoid conflict, lowering, or relocation of this waterline to reduce design and construction costs and additional coordination with the San Jose Water Company. If conflict cannot be avoided additional scope for utility coordination and design consideration will be required.

Overhead electric and telecommunication lines asshown in Figure 7 are also apparent above the Road, which will require consideration during development of construction documents and during construction as to the types of equipment and coordination needed by contractor working next to these facilities.

Utility locations will be developed based on utility as-builts and record maps as well as use of ground penetrating radar (GPR) for improved accuracy on the depth of the water line below ground surface. Also, if required we will specify the use of low-overhead construction equipment working next to overhead lines.

CONSTRUCTION SCHEDULE
The current estimated number of working days for construction, excluding bid award, negotiation, and mobilization, is likely greater than 60 days. With an notice to proceed for design in March and design not be completed until late Summer this places construction in the fall and early winter months. We will discuss the project schedule with the Town at the Kickoff meeting and discuss which tasks can be processed in parallel during preliminary engineering and design to enable earlier PS&E delivery and subsequently earlier advertisement and mobilization dates. We will also evaluate the potential to complete the project during the rainy season depending regulatory, construction, and other site constraints.

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KEY ASSUMPTIONS
In order to deliver the most cost-effective design strategy for this project, we have formulated the following key assumptions:

TOWN RESPONSIBILITIES
NCE has assumed that the Town will be able to provide the following to the extent available:

1. Provide information regarding Town-owned utilities (i.e., sanitary sewer and storm drain).

2. Provide project requirements, including design schedule, budget, constraints, and criteria.

3. Provide review and approval of exceptions to geometric roadway design standards when appropriately documented with collision records, cautionary signage and delineation, and guardrail placement.

TOPOGRAPHIC SURVEYING, BASE MAPS, AND RIGHT-OF-WAY

1. A topographic survey will be completed along the subjectsection of Shannon Road to establish a base map sufficient for developing civil design plans. This will also include record data location of the existing right-of-way for the mapping corridor.

2. It is assumed that all improvements will be completed within existing Town ROW. If based on title report review and ROW mapping the private parcel adjacent to the proposed project improvements is found to encroach into the roadway we have included additional ROW engineering services as part of optional Task 5B.

UTILITY COORDINATION AND LOCATION

1. Assumes that utility poles on the uphill side of the alignment will not be impacted or relocated by the project. Further, it assumes that poles on the downhill side of the alignment can be bridged around by either the MSE Wall or Soldier Pile and Lagging Wall.

2. NCE will prepare and distribute utility notification letters to collect facility maps and as-builts, confirm utility planned work, proposed slope stabilization project. NCE will prepare and distribute a second round of lettersincluding utility location information based on ground penetrating radar (GPR) that is provided for the subject street section to solicit feedback and need for utility relocation or adjustments.

3. Low hanging overhead utility lines will be considered in construction documents as needed.

4. Regarding the water line beneath the eastbound lane within the project limits, beyond obtaining asbuilt records from the San Jose Water Company, NCE will conduct a ground penetrating radar survey to determine water line depths below grade. Traffic control for completing GPR to be provided by the NCE. In the event the MSE and Soldier Pile Combination Wall is selected as the preferred alternative, we assume that temporary supports during excavation for the geogrid fabric will enable continued operation of the water line in-situ.

5. No known utility covers or manholes are present along the alignment within the project limits.

6. Forthe purposes of thisscope of work it is assumed that utility relocation or lowering is not required.

PAVEMENT TESTING AND DESIGN

1. Pavement design will be based on Caltrans Standards with a combination of supplemental coring, laboratory testing of subgrade, and pavement condition surveys.

2. Pavement coring will be performed with spacing criteria and bulk samples as follows:

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a. Up to two pavement cores will be obtained approximately every 750 feet within the eastbound lane (inner lane) to estimate the pavementsection thickness, as previous geotechnical exploratory borings were located within westbound (outer lane) only. b. Up to two bulk samples of subgrade for laboratory testing will be obtained.

3. Base repairs will be measured in length and width for the eastbound lane only to advise for the case if the soldier piles with lagging alternative is selected. It is the intent that base repair quantities will be for bidding quantity purposes only and that actual locations will be marked by NCE with the Town inspectors prior to construction.

4. A no-fee encroachment permit will be pulled with the Town for all pavement testing if required.

5. A half-day of traffic control for pavement coring will be provided by NCE.

TRAFFIC STRIPING

1. Final traffic signing and striping is assumed to match existing striping, any revisions will be reviewed with the Town.

2. A review of SWITRS data including the most recent available 3-year continuous record of accidents within the project limits is included as part of this scope.

TRAFFIC HANDLING PLANS

1. In the case of selecting the combined MSE wall and soldier pile wall with lagging, traffic handling plans in the form of detour plans will be prepared assuming full Road closure. In the case of selecting the soldier pile with lagging wall alternative, the traffic handling plans will assume one-way traffic control with temporary traffic signals. In either case draft traffic handling plans will be submitted as part of preliminary engineering to the Town traffic engineering group for review and comment.

DRAINAGE

1. No major drainage improvements are assumed for this project requiring significant stormwater drain and pipe alteration and/or reconstruction.

2. The project will,to the extent possible, and within the context of proposed stabilization address visible drainage issues including structural backfill. However, it should be noted that no existing drop inlets or paved ditches exist within the Road segment.

ENCROACHMENT PERMIT

1. NCE will apply for no-fee Town encroachment permits for all field work, including pavement coring work, if required.

BID PACKAGE

1. NCE has assumed for the purposes of developing bid packages the following:

Shannon Road Embankment Stabilization Project Bid Winter 2021/22.

CEQA DOCUMENT

1. The documentation required for CEQA is assumed and judged based on current information and planned roadway repair project to be a Categorical Exemption.

2. If for any reason the project does not qualify for a Categorical Exemption or new information arises indicating the presence of critical habitat or historical/tribal resources within or adjacent to the project, NCE can prepare and provide support for CEQA compliance, additional technical studies, and/or regulatory permits for additional scope and fee.

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SCOPE OF WORK
TASK 1 PROJECT MANAGEMENT
Thistask will include an initial kick-off meeting and progress meetingsto update the Town with the results of studies and the development of contract documents. Regular meetings afford direction and feedback from the owner which are invaluable in navigating the multitude of decisions needed forsuccessful project selection and implementation. Microsoft TEAMS software will be used to allow the seamless sharing of information and for virtual meetings . Agendas will be provided in advance of the meetings. A summary of meeting notes and action items will be provided after each meeting along with decisions reached and schedule updates. Agreement for Consultant Services, progress reports and invoices will be submitted monthly.
-Off Meeting with the Town to initiate work on the project. The objectives of the Kick-Off Meeting will be:

Review of the Scope of Work
Establish Lines of Communication
Confirm Deadlines
Establish Project Schedule and Milestones
Define Design and Operation Criteria.

Whether a simple preventive maintenance project or a complex reconstruction project, it is critical to establish effective lines of communication with, and coordination amongst, the various stakeholders from the start to ensure the delivery a high-quality project within budget and on schedule.

In addition to Town staff (Engineering, Maintenance, etc.), NCE will research and coordinate, as-needed, with other agencies such as PG&E, AT&T, Verizon, Comcast, San Jose Water Company, etc., to identify any potential conflicts, requirements, or design issues early to help minimize delays (and costs) later in the design process or during construction. At the Kick-Off Meeting, key deliverables for each Task and the Project Schedule would be reviewed and adjusted accordingly to meet Town needs.

NCE is very sensitive to construction costs, particularly the volatile price of materials, which have affected the scope of many similar projects. In order to keep the Town aware of overall project costs, NCE will begin developing Preliminary Engineering Cost Estimates as soon as we have developed our engineering design recommendations to closely monitor any potential funding issues, which may develop.

Throughout the project, NCE staff will be available to attend regularly scheduled progress meetings with the Town, to maintain good communications, to offer up efficiency and reduce the number of design review and coordination meetings. Therefore, we have assumed up to three (3 ) meetings. The purpose of the progress meetings will be to identify and resolve any design or funding issues that may surface in a timely manner, present design alternatives and recommendations to Town staff, and continue coordination with project stakeholders as necessary.

NCE will also prepare exhibits for Town outreach and Council meetings. Up to two outreach meetings and 2 Council meetings are included in our scope with up to 2 exhibits for each meeting. If attendance at additional exhibits or meetings is necessary, they can be added to the scope for an additional fee.

Deliverables:

Projectschedule
Meeting agendas and summaries
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Monthly progress reports and invoices
Project schedule update
Exhibits for public outreach and Council meetings.

TASK 2 PRELIMINARY ENGINEERING
Preliminary engineering gathers data needed to prepare roadway and structural designs and develop construction documents including design data gathering, topographic surveys and ROW information, seismic survey and geotechnical design, utility location and coordination, pavement design, and environmental.

TASK 2A DESIGN DATA GATHERING
NCE will review relevant available data and records from the Town, public and private utility providers, and other sources that may be appropriate to support the preparation of project contract documents.

These may include, but are not limited to, the Town drainage structure inventory maps, aerial photographs of the Town; as-built Road improvement and infrastructure plans, striping and markings, asbuilt plans from utility providers, including any preliminary plans for future work that may conflict with this project. Along with the maps previously used with the phase 1 investigation, the gathered information will be compiled and included in the base map used for design. Based on our review we will identify any data gaps or missing information and provide this information to the Town for review and discussion. NCE will also confirm with adjacent County of Santa Clara property if encroachment permits are required to conduct proposed work.

Subsurface moisture beneath roadways is known to reduce the useful life of the pavement placed above.

Currently, there are no known culverts for this segment of Shannon Road. Consequently, drainage occurs by sheet flow based on road superelevation and crown. While it is possible to insert a culvert through both the lagging of a soldier pile and an MSE wall without compromising wall integrity, a less expensive option is the employment of a roadside ditch or vee channel.

A brief review of existing drainage conditions will be reviewed with the Town and if drainage improvements are required beyond existing drainage facilities will be incorporated into the design.

Deliverables:

Drainage technical memo.

TASK 2B TOPOGRAPHIC SURVEY & ROW
Surveyor will complete monument/control recovery, field investigation and field surveys sufficient to prepare a design level topographic mapping product for the portion of Shannon Road beginning approximately 100 feet westerly of Diduca Way and extending to approximately 100 feet of pavement on the southerly (upslope) side and extend to approximately 30 feet northerly of the northerly (downslope) edge of pavement.
specifically defined as:

Cross-sect
alignment and grade, as well as the slope/bank. Typically, the cross section will include top or toe of banks, ditches, edge and centerline of pavement, and grade breaks.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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Surveyed locations for significant surface features, such as pavement or concrete, driveways, striping, fences, surface utilities, trees (over 4- eter on tree survey requirements), signs, utility poles, and streetlights will be included. Sanitary and storm drain structures will include rim elevations, invert elevations, pipe size & direction for all accessible structures within the mapping limit.

Location of all recovered street monumentation within the mapping corridor (for preservation and Record ROW purposes).

Location of underground utility locator markings.

Provide a finish drafted topographic survey in AutoCAD Civil3D, including a dtm surface.

Based upon a combination of record data and any monuments collected during topographic surveying, will calculate and show the record data location of the existing ROW for the length of the mapping corridor. Additionally, our surveyor will calculate and show the location of each adjoining parcel lot line fr
Horizontal and vertical datums shall be based upon the Town of Los Gatos survey network control.

Note: This scope does not include the preparation of legal descriptions for any easements that may be necessary to facilitate construction of the work. If work extends beyond existing Town ROW, oursurveyor can provide this for additional scope and fee.

Before the survey can be made, an encroachment permit will be completed with the Town if required for traffic control, which is assumed to be provided by the Town as previously done for cost savings.

Deliverables:

Topographic survey file
Tree location survey file (> or = 4-6
TASK 2C SEISMIC SURVEY AND GEOTECHNICAL DESIGN
An essential component of accurate retaining wall design includes depths-to-bedrock. The depth to competent material directly impacts the design height and corresponding cost of the retaining wall.

Exploratory borings are widely spaced and located several feet from the edge of the embankment where the retaining wall will be located. The result is a depth to bedrock profile that isinterpolated both laterally and longitudinally. Assumptions based on the interpolation may result in a retaining wall that is overdesigned or subject to potential changed conditions claims.

A geophysical seismic refraction survey (Figure 8) could be effectively used to more clearly identify the depth to bedrock along the downslope edge of the roadway. This additional information will fill in the gaps between the geotechnical borings and provide a continuous geologic profile showing the ground surface and the depth to competent material.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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This study will allow accurate development of the Geotechnical Design Report. This report will include all the calculations and dimensions needed to complete the structure design of either the combination MSE and soldier pile wall or the soldier pile and lagging wall.

Deliverables:

Seismic Refraction Survey including seismic velocity tables and contour drawings Geotechnical Design Report including structure calculations.

TASK 2D UTILITY LOCATION AND COORDINATION
NCE will coordinate with utility agencies early in the design process to help avoid potential construction delays and unnecessary disruptions to public services. Known utilities along this stretch of Shannon Road include both San Jose Water Company and PG&E. At least one telecommunications company is also present along the poles located on the uphill (eastbound) side of the Road. Initial contact with PG&E will enable identification of which telecom provider(s) occupy space on the PG&E poles.

Utility coordination will be a critical item to keep utility providers informed about the project and schedule. One of the first and earliest items that NCE will complete is reaching out to our contacts with PG&E and San Jose Water Company by telephone. This will be followed up by sending notification letters to applicable utility providers along with a preliminary project schedule for design and construction. We will also request utility as-builts and record drawings. This will allow utility providers to plan maintenance on their facilities prior to a moratorium during construction.

NCE will also carefully document all utility coordination notifications, emails, conversations, and meetings with utility contacts and information in a matrix format with dates of contacts and mailing detailed in this matrix. Follow-up calls will be made for each of the above notifications to confirm receipt. NCE will also keep the Town informed of any project delays related to utilities.

While the overhead utility poles themselves are located off the traveled way, lines strung between the poles cross over the Road prism itself. Consequently, drilling and excavation equipment associated with construction will need to be cognizant of these low overhead-lines and protect against line strikes.

The RGAR reflects the location of a water main along the inside (eastbound) travel way for the entire length of the Road segment. Although San Jose Water Company may have as-built information about this Figure 8. Determining Depth-to-Bedrock Using Seismic Velocity Contours, Bailey Rd, City of Pittsburg Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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water line, our scope includes a ground penetrating radar (GPR) survey to enable improved location accuracy below existing grade.
tility alignments and depths for utility mains and laterals to the extent that GPR methods can detect utilities. If GPR cannot establish utility alignments and or depths, potholing may need to be completed for additional scope and fee. GPR along utility mains will be marked at various locations along the subject street section, and the accuracy for the electronic depths will depend on the soil conditions and utility material. Traffic control will s be provided by NCE locator.

Neither milling and overlay of HMA nor drilling of tie-backs are expected to come close to contacting the water line, however selection of the MSE alternative plus soldier pile wall alternative could expose the water line as a result of geogrid placement.

Deliverables:

Utility notification letters
Utility contact matrix
Marked utility depths and alignments and data.

TASK 2E PAVEMENT DESIGN
NCE will perform a pavement condition survey of the travel lanes based on visible distresses. Pavement condition surveys serve the purpose of further refining the appropriate rehabilitation/reconstruction strategy in relation to the distress caused by downhill creep of the Road prism and traveled way.

This condition survey will generally note the presence of load related and environmental distresses, such as alligator cracking, longitudinal and transverse cracking, rutting, patches and utility cuts, distortions and depressions as they pertain to developing appropriate pavement treatments. In addition, potential base repairs will be identified in the condition survey. Base repairs will be marked in the field on the pavement in white paint, numbered, and verified prior to construction.

NCE will collect up to four (4) in the eastbound
lane (inner lane). These will supplement the 13 borings already sampled in the westbound lane. For each core sample, NCE will measure and record the thickness and material type of each layer encountered in the pavementstructural section, including the presence of any pavement reinforcing fabric. A half-day of traffic control by NCE is provided in our cost estimate for this subtask.

Bulk samples of subgrade will be obtained in support of structural section design. We will collect bulk samples of subgrade materials at the core locations for laboratory testing such as R-value, moisture content and Atterberg Limits (plasticity index) determinations. Our current fees assume 2 bulk samples will be obtained for testing. The thickness of aggregate base (AB) will be measured at all core locations.

Using the data obtained from the 4 supplemental corings, the laboratory test results from these samples, the 13 original borings and their laboratory data, NCE will perform pavement analysis and design services, and develop pavement rehabilitation and reconstruction recommendations for both the westbound and eastbound traveled lanes and shoulders. NCE will perform its analysis in accordance with the Caltrans Highway Design Manual.

NCE will develop pavement structural section recommendations expressed in the form of a Traffic Index (TI) that will be provided by the Town. NCE will develop recommendations including, but not limited to, the following:

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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Reconstruction
o Hot Mix Asphalt (HMA) over AB
o Full Depth HMA
o FDR
Conventional Hot Mix Asphalt (HMA)
Rubberized Hot Mix Asphalt (RHMA)
Alternative rehabilitation methods if feasible (in-place recycling, mill & fill treatments, etc.) Locations and treatments of failed pavement sections (base repairs) Full-width milling and wedge grinding requirements.

NCE will then summarize its recommendations in a pavement design memorandum to the Town that, at a minimum, will include the following:

Results of pavement condition surveys, coring, and laboratory testing Description of testing procedures and analysis performed for the project Recommended alternatives for rehabilitation and reconstruction.

NCE will submit two (2) copies of its draft technical memorandum to the Town for initial review. Upon receipt of any comments from the Town, NCE will then prepare its final technical memorandum, which Two (2) copies of the final technical
memorandum will then be provided to the Town reflecting any comments on the draft technical memorandum. NCE will also develop an encroachment permit application for the coring work.

Deliverables:

Encroachment permit application traffic control provided by Town for pavement coring Draft and Final pavement Technical Memorandums.

TASK 2F ENVIRONMENTAL (CEQA CATEGORICAL EXEMPTION)
Projects that are subject to the discretionary approval of a government agency must comply with California Environmental Quality Act (CEQA) regulations and procedures. Based on our experience fulfilling CEQA requirements for roadway repair projects of similar nature, this project will likely qualify for a Categorical Exemption as described
at California Code of Regulationsin Article
19, Section 15301 Existing Facilities or
Article 19, Section 15302 Replacement
or Reconstruction.

A visual assessment of the project area
will be conducted, databases will be
reviewed, and the project area will be
assessed for exceptions to the CEQA
exemptions per CEQA Guidelines Section
15300.2. Factors related to the potential
for exceptions to be documented in the
Figure 9. administrative record include biological
resources, historic resources, hazardous
waste lists, State scenic highways, flood hazard areas, and fault zones. NCE will prepare an administrative . NCE will then prepare a Notice of Exemption
(NOE) form (Figure 9) for the Town to review, sign and file with the County Clerk. Whereasthe project is Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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not of regional significance and there are no State responsible entities, there is no need to file with the State Clearinghouse.

The Categorical Exemption will be supported by an administrative record that includes brief biological and cultural resource technical memoranda. Based on preliminary database research, the project area contains no critical habitat for federally listed special status plant or animal species. However, three special status plant species have current ranges that overlap the project area, according to the US Fish and Wildlife Service. While we believe the potential is low for these plants to occur within and adjacent to the roadway, our proposed reconnaissance-level survey will confirm this assumption, and our findings will be presented in a tech memo and described below.

The biological resources technical memorandum will include a database review and a reconnaissancelevel field survey. Additionally, in support of a potential tree removal permit application and during the reconnaissance-level field survey, NCE will also identify tree species greater than 4 inches in diameter (as collected by our surveyor during topographic surveys) that may require trimming or removal. The results of the field survey, relevant field observations, and findings will be presented in a biological resources technical memorandum.

NCE assumes the tree trimm
municipal code for removal required for Capital Improvement Project, repair of a geologic hazard, and/or interferes use of pavements. A tree removal permit application will be completed and submitted to the Town for review.

The cultural resources technical memorandum will present the findings of a record search request from the Northwest Information Center and a brief pedestrian survey small road rehabilitation projects and the location of the present project on steep slopes, away from perennial water sources, the probability of encountering historical resources (as defined by CEQA) is judged to be low. For this project, NCE assumes no cultural resources will be identified. In addition, because an NOE is assumed for this project, AB52 Native American consultation is not required. If historical resources (which can also be tribal resources) are identified as a result of the records search, as part of the pedestrian survey, or as provided by the Town, NCE can initiate Native American consultation on behalf of the Town for a separate scope and fee.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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Deliverables:

CEQA Notice of Exemption
CEQA Administrative Record
Biological resources technical memorandum
Cultural resources technical memorandum
Tree removal permit application
TASK 3 PLANS, SPECIFICATIONS, & ESTIMATES (PS&E)
TASK 3A 35% PS&E
Upon completion of preliminary engineering, the project team will prepare a 35% Plans, Specifications, and Estimate of Probable Construction Cost (PS&E) for the project. The 35% plans will depict the basic roadway repair plans and outline of details, required tie-in into existing features, new paving of associated roadway, drainage flow lines, traffic handling, draft profile-and-plan views, retaining wall and either tieback or geogrid systems, structural and roadway detailing, and construction limits. The plans will be accompanied by and outline of draft technical specifications The combined plans, specification, and estimate (PS&E) will be reviewed for quality assurance and edits incorporated discuss the 35% PS&E package. The following plan sheets are anticipated:

Name No. of Sheets
Title Sheet 1
Notes, Legend and Abbreviations 1
Survey Control 1
Traffic Handling 1 (Alt 1)/ 5 (Alt 2)
Excavation/ Demolition 2
Plan and Profile 3
Retaining Wall Plan and Profile 6
Pavement, Guardrail and Drainage Details 3
Retaining Wall Details 3
Water Pollution Control 2
Signing and Striping 3
26/ 30
As part of the 35% design, CE&G will finalize the retaining wall design. Calculations made during development of the Geotechnical Design Report will be verified and included with a structures design. n the most recent
and construction of numeroussimilar projectsthroughout California, we are confident in our ability to estimate the construction cost of the Town
effort progresses. It is assumed that the Town will require a 10-day review/comment period once the 35% PS&E package is submitted.

Deliverables:
35% Plans (electronic - pdf)
Outline of Technical Specifications
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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TASK 3B 65% PS&E
Upon completion of 35% PS&E review meeting, the NCE team will begin resolving comments and incorporating edits from the 35% review meeting into the 65% PS&E set of contract documents. The team will also conduct a constructability review prior to submittal to the Town to ensure anticipated means and methods by any contractors for completing the work in the field. NCE will provide a response to each comment that is included in a comment table provided by the Town. The 65% PS&E will include additional design information and details typically expected at this stage of completion. The 65% PS&E package will then be packaged and submitted similar to the 35% PS&E unless directed otherwise.

The contract documents (proposal, special provisions, and technical specifications) will be developed for the project to fit the anticipated work items. The Contract documents will be prepared in MS Word and and specific provisionstemplates will be provided by the Town. The special provisions will follow both the NCE also believes that an efficient yet thorough Quality Control/Quality Assurance program is essential for getting the maximum value out of every dollar spent on construction. Projects designed by NCE therefore, contain technical specifications that attempt to optimize the balance between using rigid, but time-tested, specifications and meeting local agency needs, with the goal of obtaining the very best value for its clients.

NCE recognizes the value of incorporating Caltrans Standard Specificationsin projects such as these, both because these specifications have been developed by an agency that designs and builds a vast amount of highway work, and because most contractors performing public works construction in Northern California are familiar with them. Caltrans, however, has the resources to administer projects quite differently than most local agencies, so NCE advocates modifying the Caltrans Standard Specifications to better fit the abilities, needs, and budgets of municipal agencies.
cost estimate will also be updated to reflect the revised quantities of work depicted on the plans. It is assumed that the Town will require a 10-day review/comment period once the 65% PS&E package is submitted.

Deliverables:

Tabulated response-to-comments at 35% PS&E Review meeting 35% Plans (electronic - pdf)
Technical Specifications
.

TASK 3C 100% PS&E
The 100% PS&E will be revised to incorporate comments received from the Town. NCE will again meet with the Town to review these comments, from which the final (Bid Set) PS&E will be prepared. Similar to 100% PS&E, NCE will provide a response to each comment that is included in a comment table provided by the Town. The final (Bid Set) PS&E will include all notes and details necessary for construction. One reproducible copy of the final (Bid Set) PS&E will then be packaged and submitted similar to the 100% PS&E unless directed otherwise. Upon receipt of the Town final review comments, the project documents will be finalized for bidding purposes.
cost estimate
for the project. All final documents will be reviewed, stamped, and signed by N engineer, and the final PS&E will be delivered to the Town in both hard copy and electronic formats.

Deliverables:

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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One wetestimate. The electronic files
estimate will be in AutoCAD 2018 or later version, Microsoft Word, and Microsoft Excel, respectively.

TASK 4 CONSTRUCTION ADMINISTRATION
TASK 4A BIDDING SUPPORT SERVICES
Services during advertisement and bidding include assistance during the pre-bid conference, responding to questions received about the project design, and preparation of any addenda and/ or clarifications to the PS&E that are deemed necessary. NCE can also assist the Town in determining the responsiveness of bids received, with checking and tabulating bid results, and with developing recommendations for award of a construction contract to the Town Council.

Deliverables:

Attend pre-bid meetings
Prepare responses to questions received regarding project design Prepare bid addenda as necessary
Provide assistance with bid responsiveness (as needed).

TASK 4B CONSTRUCTION SUPPORT SERVICES
NCE will provide supportservicesto the Town during the construction phase of the project. At a minimum, these services are anticipated to include attendance at the pre-Construction Conference, reviewing Contractor submittals and responding to Contractor requests for information, field marking and verifying measurement of base repair (digout) areas, providing recommendations for any necessary construction changes due to unforeseen field conditions, assisting with the review of Contract Change Orders, participate in the final inspection and assistance with identifying punch list items, and preparation of Record Drawings from marked as-built plans supplied by the Town The Record Drawings will be furnished to the Town in both printed and electronic formats.

Deliverables:

Attend pre-construction conference
Assist with the review of contractor submittals and RFIs as necessary Provide recommendations for any necessary construction changes due to unforeseen conditions Assist with review of contract change orders
Upon receipt from the contractor of redlines, record drawings in fullCAD format.

TASK 5 OPTIONAL ADDITIONAL SERVICES
The Town has requested clarification on issues that have the potential to arise during design and for one or both of the alternatives under consideration. The following supplements our original proposal to improve expectations should unforeseen circumstances arise. Two general areas of concern are environmental resource determinations and right-of-way engineering. These are outlined below.

TASK 5A-ENVIRONMENTAL SERVICES
At the discretion of the Town, NCE can conduct up to three (3) pre-construction nesting bird surveys as additional service and is included as an additional cost in our fee estimate. While these surveys are not Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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required, if there is the potential to impact nesting migratory birds in the project area, the Town should consider completing these surveys to minimize the risk of a nesting migratory bird take, a potential violation of federal and state laws protecting migratory birds. The intent of the pre-construction surveys is to verify no nesting migratory birds will be impacted by construction activities (e.g., tree removal, vegetation trimming or removal, or ground disturbance). Following each nesting bird survey or once all pre-construction surveys have been completed, NCE will prepare a brief letterreport detailing the findings from the pre-construction survey. NCE assumes no nesting birds will be found.

Other environmental services may be required for NEPA compliance if federal funding is secured. These would include defining the Area of Potential Effect (APE), drafting and finalizing a Natural Environmental Study (NES) - Minimal Impact, and finalizing the Preliminary Environmental Study (PES).

We judge based on the type of roadway repair work to be completed we have developed the appropriate scope of environmental document services and in the less likely event additional cultural and biological resources and/or permitting are required beyond our current assumptions these services can be provided for additional scope and fee not currently estimated herein.

Deliverables:

Nesting bird survey letter report.

APE concurrence
NES-MI draft and final
PES draft and final
TASK 5B-ROW ENGINEERING SERVICES
The Geotechnical Alternatives Report identified two parcels encroaching into the operating right-of-way of the roadway. Oursurveyor hasidentified the APNs for these parcels. While one of the parcelsis owned by the Town, the other is identified as a private party. If necessary, a title reports will be obtained by our surveyor. In the unlikely event that the private party encroachment cannot be resolved by the topographic survey, ROW mapping, and title reports ROW services will be completed.

Depending on project needs and discussions with the private property owner, to secure the rights necessary for the project a permanent easement, temporary construction easement, and or partial fee acquisition may be required. For properties less than $10,000 a valuation can be used in-lieu of appraisal.

Should the property be over this threshold then an appraisal would be conducted. Services included for ROW would include the following for any rights needed:

1. Initial research and review of all parcel conditions including title review for potential encumbrances that would impact any acquisition.

2. An initial valuation estimate to determine if an appraisal is necessary for the rights seeking to be acquired.

3. Initial meeting with the property owner at the property to review the plans for the project, the impact to their property, discusstheir concerns, and collect information germane to the valuation and negotiations.

4. Engage in information exchange and negotiations with the property owner necessary to secure agreements for rights needed.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
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6. Coordinate any appraisals needed with the owner and appraiser. Or prepare a valuation in-lieu of appraisal.

7. Prepare offer package including all documents needed to acquire and close any acquisitions.

8. Negotiate in good faith with the owner.

8. Council needed.

9. Open and coordinate escrows including and reconveyances. \ In support of any necessary acquisition or easement our surveyor would prepare legal descriptions for the deed and plats. In the unlikely event of an issue developing with the parcel owned by the Town or annexed roadway area from the County our right-of-way consultant can also assist in attending meetings, performing negotiations with the County, release of rights or abandonments, and reconveyances.

Property Valuation and/or Appraisal
Title Report(s)
Legal Descriptions and Plats
Meetings and Negotiations
Land Rights Acquisition for Permanent Easement, Temporary Easement and/or Partial Fee Acquisition

PROJECT SCHEDULE
The intent of this design schedule is to complete construction documents within 5 to 6 months for winter bidding or earlier if possible and desired by the Town, which can be discussed further and confirmed with project objectives during project kick-off. Winter bidding will allow the Town to secure more competitive bidding but places construction in later winter/ early spring months, which may entail working day stoppages and delays depending on weather constraints.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
,
DocuSign Envelope ID: DB4532E4-FE21-4B3C-9703-BFA68A7037AE f!NCE Collaboration.Commitment. Confidence:"
ID Task Task Name Duration Start Finish Predecessors Qtr 2 021 Qtr3, 021 Qtr2, 022 0 Mode
1, Los Gatos Shannon Road Design and Construction Schedule 358 days Mon 5/17/21 Wed 9/28/22 Mac A; Ma·, "' Ao A; Ma
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Prepcire 100% PS&E 20 dciys Wed 10/27/21 Tue 11/23/21 25 QA/QC Review 2 days Wed 11/24/21Thu 11/25/21 27
Finalize and Submit 100% PS&E 5 days Fri 11/26/21 Thu 12/2/21 28 Town Review 100% PS&E 10 days Fri 12/3/21 Thu 12/16/21 29 100% PS&E Review Meeting 0 days Thu 12/16/21 Thu 12/16/21 30 I
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-:,.i..12/16
Prepare Bid Documents 5 days Fri 12/17/21 Thu 12/23/21 31 * Submit Bid Documents 0 days Thu 12/23/21 Thu 12/23/21 32 Town Council Approval 8 days Fri 12/24/21 Tue 1/4/22 33 Task 4 - Construction Administration 190 days Wed 1/5/22 Tue 9/27/22 34 4A) Bidding Support Services 20 days Wed 1/5/22 Tue 2/C/22 34 4B) Construction Support Services 170 days Wed 2/2/22 Tue 9/27/22 36 Project: Shannon Road Design
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1 NTP 0 days Fri 3/12/21 Fri3/12/21
Task 1 - Project Management 180 days Mon 5/17/21 Fri 1/21/22 2 Project Kick-off Meeting/Progress Meetings 9 mons Mon 5/17/21 Fri 1/21/22 2 Exhibits for Public Outreach Meetings 8 mons Mon 5/17/21 Fri 12/14/21 2 Task 2 - Preliminary Engineering 149 days Mon 5/17/21 Thu 12/9/21 2A) Design Data Gahering 36 days Thu 5/20/21 Thu 7/8/21 4SS+3days 2B] Topographic Survey & ROW 119 days Thu 5/20/21 Tue 11/2/21 4SS+3 days 2C] Seismic Survey and Geotechnical Design 30 days Thu 5/20/21 Wed 6/30/21 455+3days 2D) Utility Location and Coordination 20 days Thu 5/20/21 Wed6/16/21 4SS+3 days 2E) Pavement Design 20 days Thu 5/20/21 Wed6/16/21 4SS+3 days 2F) Environmental (CEQA Categorical Exmptn) 149 day Mon 5/17/21 Thu 12/9/21 Task 3 - Plans, Specifications, and Estimate 134 days Thu 7/1/21 Tue1/4/22 3A) 35% Plans & Estimate 37 days Thu 7/1/21 Fri8/20/21 9 Prepare 35% Plans and Estimate 20 days Thu 7/1/21 Wed7/28/21 9 QA/QC Review 2 days Thu 7/29/21 Fri7/30/21 15
Finalize and Submit 35% Plans and Estimate ,5 days Mon 8/2/21 Fri8/6/21 16 Town Review 35% Plan5 and Estimate 10 days Mon 8/9/21 Fri 8/20/21 17 35% Plan5 and Estimate Review Meeting 0 days Fri 8/20/21 Fri 8/20/21 18 3B) 65% PS&E 47 days Mon 8/23/21 Tue 10/26/21 19
Prepare 65% PS&E 30 days Mon 8/23/21 Fri 10/1/21 19
QA/QC Review 2 days Mon 10/4/21 Tue 10/5/21 21
Finalize and Submit 65% PS&E 5 days Wed 10/6/21 Tue 10/12/21 22 Town Review 65% PS&E 10 days Wed 10/13/21Tue 10/26/21 23 65% PS&E Review Meeting 0 days Tue 10/26/21 Tue 10/26/21 24 3D) 100% Final (Bid Set) PS&E 50 days Wed 10/27/2lTue 1/4/22 25 Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

Engineering & Environmental Services www ncenet.com
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

COST PROPOSAL
The following represent hourly rates for NCE and our team members:

Richmond, CA
501 Canal Blvd., Suite I
Richmond, CA 94804
(510) 215-3620
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

DocuSign Envelope ID: ffi19211-411&3 8BOt98 68AQC>Dro:
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Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

DocuSign Envelope ID: ffi19211-411&3 8BOt98 68AQC>Dro:
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Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

DocuSign Envelope ID: ffi19211-411&3 8BOt98 68AQC>Dro:
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Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

DocuSign Envelope ID: ffi19211-411&3 8BOt98 68AQC>Dro:
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Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

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NCE will provide the defined scope of work on a lump sum basis for an estimated fee of $444,400. The price breakdown by task is attached. Total compensation will not exceed the amounts set forth without receipt of prior written authorization from the Town.

Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

DocuSign Envelope ID: DB4532E4-FE21-4B3C-9703-BFA68A7037AE f!NCE Collaboration.Commitment. Confidence:"
f!NCE
Engineering & Environmental Services www ncenet.com
Shannon Road Repair Project
Fee Estimate
April 26. 2021
- $140 $130
...m.. - Prelimina"' En ineerinn
;IIrv "T
10 B
10 46
T 6 1 6 T
16 16
78 10 1
20 1$
$ .995
T 1 1 1$
I& $
8 $ 11 945 $ 1 540
100
100
3B.65% PS&E
310 $
u
18 $ 15 i2o
w Sub-Total! 54

5.0ptionalAdditionalServio=es

1......2&!.Q
...[QQ
MQQ
5B.ROWEnqineerinqServices
Property Valuation
Titie Report
5,500
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

DocuSign Envelope ID: DB4532E4-FE21-4B3C-9703-BFA68A7037AE 32IPage
Engineering & Environmental Services www ncenet.com
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

The NCE team is excited to have this opportunity to complete construction documents for the Shannon Road Repair project based on the work we have already completed to date. As a principal with NCE, I am authorized to sign contracts on behalf of NCE and will be the point of contact should you have questions. I can be reached via phone at (510) 215-3620 or via email at [email protected] or via mail at NCE, 501 Canal Boulevard, Suite I, Richmond, CA 94804. NCE looks forward to your favorable review of our qualifications and continuing our work with the Town.

Sincerely,
NCE
J. Ryan Shafer, PE, GE Lee Taubeneck, PE
Principal Project Manager
Attachments:

A. Key Staff Resumes
Richmond, CA
501 Canal Blvd., Suite I
Richmond, CA 94804
(510) 215-3620
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

Total Cost: $12,500
Additional 100% PS&E Tasks:

NCE will need design additional design elements as follows:

Revised terminal guard rail design west of Diduca Way to accommodate guy wire pole that is in close proximity to roadway that is beyond the wall limits (outside of project) but impacts the end of the guard rail.

Revised culvert drainage pipe inlet to allow for permeable treatment, placement of drainage pipe below the ground surface, and direction of stormwater into existing bioswale area below the roadway.

Cost: NCE $7,000
501 Canal Blvd., Suite I
(510) 215-3620
Ms. Janice Chin
Assistant Engineer
Town of Los Gatos
41 Miles Avenue
Los Gatos, California 95030
RE: Budget Amendment No. 1
Shannon Road Repair Project
Dear Ms. Chin,
July 3, 2023
Project No: 58.20.55
This letter provides formal documentation of NCE’s prior discussions with the City regarding a requested Budget Amendment No. 1 for the Shannon Road Repair Project. The budget amendment reflects the additional work added after completion of the 65% PS&E as follows:
1) Revised 65% PS&E:
a. NCE submitted 65% PS&E documents and subsequent to this submittal based on stakeholder and Town comment the Town requested the following:
i. Analysis of bike pull-out alternative relocation
Cost: NCE $1,500, Fehr and Peers $3,000
ii. Bike pull-out redesign revising grading, wall alignment, and wall structural design Cost: NCE $10,500, CE&G $8,000
Total Cost: $23,000
2) Road Closure:
a. Previously NCE and Fehr and Peers had prepared two-stage traffic handling plans with the intent to maintain one lane of travel on Shannon Road during construction. The Town subsequently made the decision to allow full closure of the road to allow for more efficient construction with the goal of reducing construction costs and duration. Fehr and Peers Fehr & Peers will prepare a detour plan for the proposed road closure of Shannon Road during construction for the recommended detour route via Blossom Hill Road, Camden Avenue, and Hicks Road for a 100% submittal and a final submittal. Fehr and Peers will also conduct a review of the technical specifications to be used for the project.

Cost: Fehr and Peers $11,000
b. With a full road closure NCE will revise the pavement section to be Full Depth Reclamation for the entire roadway not just the west bound lane as previously planned. This will require revisions to pavement section, quantities, and specifications.

Cost: NCE $1,500
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.
2 | P a g e
Total Cost: $7,000
To accommodate the additional work, we are requesting our budget be amended by $42,500 for items 1,2 and 3. If you have any questions or would like to discuss this request, please contact the undersigned at (510) 215-3620.

Sincerely,
NCE
J. Ryan Shafer, PE GE, Principal
Docusign Envelope ID: 4E874323-2E06-4BEE-A1C0-E6DC0AAA8F8E

ITEM NO. 12.

PREPARED BY: Sai Kim
Chief Technology Officer
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: 06/17/2025
ITEM NO: 13
DATE: June 17, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Three-Year Agreement with Microsoft to Purchase Software Licensing Through SHI in an Amount Not to Exceed $255,785.

RECOMMENDATION:

Authorize the Town Manager to execute a Microsoft software licensing agreement through SHI in an amount not to exceed $255,785 over the three-year agreement period.

FISCAL IMPACT:

The first year’s cost of $82,511.24 is included in the FY 2025-26 Operating Budget. Costs for future years, including a five percent contingency amount for potential license increases, will be included in the Town’s Information Technology Operating Budget for FY 2026-27 and FY 2027-

28. BACKGROUND:

In June 2022, the Town executed a three-year Microsoft software licensing agreement which will expire on June 30, 2025. A new agreement is required for the Town’s continued use of Microsoft products and secures pricing for the next 3 years. Payments are made annually after a license true-up assessment is made each year. The Fiscal Year 2025/26 Operating Budget anticipated the annual fees of Microsoft software licensing in the Town’s Information Technology Budget Operating Expenditures line item.

DISCUSSION:

The Microsoft software licensing agreement covers licensing for server operating systems, server management, server applications, Office 365 services, and security software on both staff accounts and in the cloud.

ITEM NO. 13.

PAGE 2 OF 2
SUBJECT: Dell Technologies Microsoft Software Licensing DATE: June 17, 2025
In accordance with the Town Purchasing Policy Section XVII regarding Cooperative Purchasing Agreements, the prices for Microsoft software license renewals are negotiated by the County of Riverside and sold by volume licensing partner SHI. Town Code Section 2.50.130(b)(6) also provides that competitive bidding is not required when the Town is using cooperative purchasing in accordance with the Town's purchasing policy. Most California agencies, from large ones such as the Department of Motor Vehicles, to small cities and special districts, use this purchasing arrangement to obtain the best prices.

The Town’s current Microsoft software licensing agreement is valid through June 30, 2025. The new agreement is a means of securing pricing for the next three years through June 30, 2028.

Our annual payment for the first year will be $82,511.24. The annual payments may fluctuate for years two and three since our license count may change over the course of a given year. An additional 5% contingency will be added to cover any additional licenses captured during the annual true-up assessment. If no additional licenses are needed, then the renewal for years two and three will remain at $82,511.24/year.

SHI is the vendor the Town will purchase the license through, and the agreement is with Microsoft.

An interruption in Microsoft licensing software would halt the daily computer operations of Town staff.

CONCLUSION:

Staff recommends that the Town Manager execute the new three-year Microsoft software licensing agreement through SHI in an amount not to exceed $255,785.

COORDINATION:

The Finance Department, IT, Town Attorney, and Town Manager’s Office coordinated this report.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Microsoft Volume Licensing Agreement

2. SHI Renewal Quote

ITEM NO. 13.

ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883
Program Signature Form
MBA/MBSA number AMD000447621
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document Number or Code
Enterprise Enrollment (Indirect) X20-10636
Sub250 Form W29
Product Selection Form 3025246.003_PSF
Enterprise Amendment M97,M423 (NEW)
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
Name of Entity (must be legal entity name)* Town of Los Gatos Signature* {{SIGCU6signature_es_:signer1:signature}}
Printed First and Last Name* {{SIGCU3customerprintedfirstandlastname_es_:signer1:fullname}} Printed Title {{SIGCU4printedtitle_es_:signer1:title}}
Signature Date* {{SIGCU5_es_:signer1:date}}
Tax ID
* indicates required field
ATTACHMENT 1

ITEM NO. 13.

ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883
Microsoft Affiliate
Microsoft Corporation
Signature {{SIGROC1signature_es_:signer5:signature}}
Printed First and Last Name {{SIGROC1Microsoftprintedfirstandlastname_es_:signer5:fullname}} Printed Title {{SIGROC2printedtitle_es_:signer5:title}} Signature Date {{SIGMAM3_es_:signer5:date}}
(date Microsoft Affiliate countersigns)
Agreement Effective Date
{{*SIGMAM4_es_:signer5:isdate(format="mmm-dd-yyyy")}}
date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature* {{SIG2C5signature_es_:signer2:signature}}
Printed First and Last Name* {{SIG2C2customerprintedfirstandlastname_es_:signer2:fullname}} Printed Title {{SIG2C3printedtitle_es_:signer2:title}}
Signature Date* {{SIG2C4_es_:signer2:date}}
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 10
Document X20-10636
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) 54963375 Framework ID(if applicable) Previous Enrollment number
(Reseller to complete) 8770523
This Enrollment must be attached to a signature form to be valid.

This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (6) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.

All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control.

Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft.
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.

Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term.

Terms and Conditions

1. Definitions.

Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:

Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10
Document X20-10636
Community Cloud Service.

Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.

Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program.
ires.

Government.
capacity.
-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. controls
one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access de any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected. aff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. n entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; -ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 10
Document X20-10636
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of gover
federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.
s of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
http://www.microsoft.com/licensing/contracts or a successor site.

2. Order requirements.
a. Minimum order requirements. Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agre
price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use.

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10
Document X20-10636
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders.

Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is
use of the applicable Subscription License will be cancelled.

Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last truechanged the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 5 of 10
Document X20-10636
Products. This update statement must be signed by Enrolled Affiliat representative.
(vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The thirdyear true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii)Late true-up order. If the true-up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up dditional step-up Licenses, by following the true-up order process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement.

3. Pricing.
a. Price Levels. all
b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled As long as
for each Product or Service ordered will be fixed throughout the applicable initial or renewal to Resellers are reestablished at the beginning of the
renewal term.

4. Payment terms.

For the initial or renewal order, Microsoft will invoice Enrolled installments.
remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses.

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 6 of 10
Document X20-10636

5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.

Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month-toTerm, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in section will be effective at the
end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.
e. Early termination. Any e

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 7 of 10
Document X20-10636
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination.

6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States.

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 8 of 10
Document X20-10636
Enrollment Details

1. Identify which Agency Affiliates are included
must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:

Enrolled Affiliate only
Enrolled Affiliate and the following Affiliate(s):

Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer s Enterprise in its sole discretion.

2. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* Town of Los Gatos Contact name: First* Sai Middle Last* Kim
Contact email address* [email protected]
Street address* 110 E Main St.

City* Los Gatos
State* CA
Postal code* 95030-6943 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 4083546814
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order.

Same as primary contact (default if no information is provided below, even if the box is not checked).

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 9 of 10
Document X20-10636
Contact name: First* Sai Middle Last* Kim
Contact email address* [email protected]
Street address* 110 E Main St.

City* Los Gatos
State* CA
Postal code* 95030-6943 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 4083546814
Language preference. Choose the language for notices. English This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.

Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name: First* Sai Middle Last* Kim
Contact email address* [email protected]
Phone* 4083546814
This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* SHI International Corp.

Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State* NJ Postal code* 08873-4145
Country* United States
Contact name* Christal Ramagado*
Phone* 1-888-764-8888
Contact email address* [email protected]
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

Signature* Christal Ramagado*
Printed name* Christal Ramagado*
Printed title*
Date*
* indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.

ITEM NO. 13.

EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 10
Document X20-10636
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact

3. Financing elections.

Is a purchase under this Enrollment being financed through MS Financing? Yes, No.

If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft.

ITEM NO. 13.

PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
Document X20-12873
Previous Enrollment(s)/Agreement(s) Form
Entity Name: Town of Los Gatos
Contract that this form is attached to: State Local Government entity
Government Partner, Institution, or other party entering into a volume licensing program agreement.

Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers.
d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract.

Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Description
Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers
Standard Enrollment 8770523 X X

ITEM NO. 13.

EAEnrAmend(NA)(ENG)(May2018) Sub 250 Program
W29
O

Enterprise
Sub 250 Program
Amendment ID W29
The parties agree that the Enrollment is amended as follows:

1. On the first page of the Enrollment, the following is added after the second paragraph:

By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 25 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25-249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee.

The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement.

2. Section 2
hereby amended and restated in its entirety with the following:
a. Minimum Order Requirements. 25 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form.
(ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
(iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. (v) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 25 Subscription Licenses for Enterprise Online Services.

3. Software Assurance renewal.

Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement, check this box.

A
Software Assurance Addition. Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software
though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License.

ITEM NO. 13.

EAEnrAmend(NA)(ENG)(May2018) Sub 250 Program
W29
O

Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect.

Program License ID Number Expiration Date
Enterprise 8770523 6/30/2025

ITEM NO. 13.

Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing Language:

Qualified Devices Qualified Users
221 221
O365 G3 GCC
O365 G1 GCC FromSA Renewal
O365 G3 GCC FromSA Renewal
Enterprise Mobility and Security USL
Enterprise Mobility and Security GOV Renewal
5 37
174
5 216
Enterprise Mobility and Security (EMS)
Products Enterprise Quantity
Quantity
Office 365 Plans
Proposal ID
3025246.003
Enrollment Number
221 0
English (United States)
Profile
Enterprise User Licenses
Device / User Ratio CAL Licensing Model

1.0 Price Group 1 2 3 4
Enterprise Products Office Professional Plus + M365 Apps for Enterprise + Office 365 (Plans E3
and E5) + Microsoft 365 Enterprise
Client Access
License + Office 365
(Plans E1, E3 and
E5) + Microsoft 365
Enterprise
Client Access
License + Windows
Intune + EMS USL +
Microsoft 365
Enterprise
Win E3 + Win E5 +
Win VDA + Microsoft
365 Enterprise
179 216
EA-EASProdSelForm(WW)(ENG)

MS Quote

ITEM NO. 13.

Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level Addendum pricing provision for more details on price leveling.

Notes
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below:

Quantity of Licenses and Software Assurance Price Level 2,399 and below A
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased.
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D
EA-EASProdSelForm(WW)(ENG)

MS Quote

ITEM NO. 13.

ITEM NO. 13.

ITEM NO. 13.

ITEM NO. 13.

Pricing Proposal
Quotation #:   26160271
Reference #:  Budgetary EA Renewal - 8084445
Created On:   5/6/2025
Valid Until:   6/30/2025
CA-Town of Los Gatos Inside Account Manager
Sai Kim
110 E Main St
Los Gatos, CA 95030
United States
Phone: 408-354-6814
Fax:

Email: [email protected]
Alex Chrysanthopoulos
SHI
290 Davidson Ave
Somerset, NJ 08873
Phone: 7326672779
Fax:

Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Retail Your Price Total
1 EMS G3 FSA Renewal GCC ALng Sub Per User
Microsoft - Part#: AAD-32906
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
216 $0.00 $80.07 $17,295.12
2 EMS G3 GCC ALng Sub Per User
Microsoft - Part#: AAD-32907
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
5 $0.00 $102.64 $513.20
3 O365 G1 FSA GCC Renewal Sub Per User
Microsoft - Part#: 7R6-00001
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
37 $0.00 $84.80 $3,137.60
4 O365 G3 GCC Sub Per User
Microsoft - Part#: AAA-11894
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
5 $0.00 $245.55 $1,227.75
5 O365 G3 FSA Renewal GCC Sub Per User
Microsoft - Part#: AAA-11924
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
174 $0.00 $208.67 $36,308.58
6 CIS Suite Datacenter Core ALng SA 16L
Microsoft - Part#: 9GS-00130
Contract Name: County of Riverside - Microsoft
7 $0.00 $1,460.69 $10,224.83
ATTACHMENT 2

ITEM NO. 13.

Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
7 CIS Suite Standard Core ALng SA 16L
Microsoft - Part#: 9GA-00310
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
5 $0.00 $310.22 $1,551.10
8 Exchange Server Standard ALng SA
Microsoft - Part#: 312-02257
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
1 $0.00 $127.14 $127.14
9 SQL CAL ALng SA User CAL
Microsoft - Part#: 359-00961
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
160 $0.00 $37.49 $5,998.40
10 SQL Server Standard ALng SA
Microsoft - Part#: 228-04433
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
2 $0.00 $161.23 $322.46
11 Win Remote Desktop Services CAL ALng SA UCAL
Microsoft - Part#: 6VC-01254
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
20 $0.00 $25.96 $519.20
12 Defender O365 P1 GCC Sub Per User
Microsoft - Part#: 3GU-00001
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
216 $0.00 $18.20 $3,931.20
13 Teams AC with Dial Out US/CA GCC Sub Add-on
Microsoft - Part#: NYH-00001
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
216 $0.00 $0.00 $0.00
14 Planner & Project P3 GCC Sub Per User
Microsoft - Part#: 7MS-00001
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
2 $0.00 $272.24 $544.48
15 Visio P2 FSA GCC Renewal Sub Per User
Microsoft - Part#: 9K4-00003
7 $0.00 $115.74 $810.18

ITEM NO. 13.

Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
16 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision Microsoft - Part#: J5U-00004
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
Coverage Term: 7/1/2025 – 6/30/2026
Note: Year 1 of 3
1 $0.00 $0.00 $0.00
Total $82,511.24
Additional Comments
7/1/25-6/30/26 - $82,511.24
7/1/26-6/30/27 - $82,511.24
7/1/27-6/30/28 - $82,511.24
Due to the potential impact of any current or future tariffs, the price and availability of hardware items on this quote may be subject to change.

Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888) 744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.

ITEM NO. 13.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/17/2025
ITEM NO: 14
DATE: June 12, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement for Services with Bear Electrical Solutions LLC to Provide Traffic Signal, Streetlight, Parking Lot and Park Light Maintenance and Repair, Underground Service Alert (USA) Marking Services, Traffic Signal Safety Improvements and Park Lighting Improvements for a Total Agreement Amount Not to Exceed $865,767 RECOMMENDATION:

Staff recommends that the Town Council authorize the Town Manager to execute a five-year agreement for services with Bear Electrical Solutions LLC to provide traffic signal, streetlight, parking lot and park light maintenance and repair, underground service alert (USA) marking services, and unforeseen repairs necessary to keep the equipment functioning in an annual amount of $159,304 (including an annual compounded 3% CPI escalator) plus a one-time amount of $20,000 for park lighting improvements, for a total agreement amount not to exceed $865,767.

FISCAL IMPACT:

There are sufficient funds in the Parks and Public Works Streets and Signals Program FY2025-26 operating budget (5401-63364) for the year-one basic services ($104,514) and unforeseen additional repairs ($54,790). Additionally, there are sufficient funds in the Parks and Public Works Park Services Program (5301-62379) to support the one-time expenses associated with park lighting improvements ($20,000). Future fiscal year funding is subject to operating budget appropriations made during the Town’s annual budget process.

ITEM NO. 14.

PAGE 2 OF 6
SUBJECT: Execute a Five-Year Agreement to Provide Traffic Signal, Streetlight, Parking Lot and Park Light Maintenance, and Underground Service Alert (USA) Marking Services
DATE: June 12, 2025
STRATEGIC PRIORITIES:

This project supports the Core Goals of Quality Public Infrastructure and Public Safety. The proposed work ensures safety for all users, maintaining existing infrastructure and making traffic signal and lighting improvements.

BACKGROUND:

The Town of Los Gatos designates annual funding to contract services for the routine maintenance and repair of traffic signals, streetlights, parking lot and park lights, and underground utility locating services relating to the electric services within the Town’s jurisdiction. The services include repairs and upgrades on an as-needed basis, periodic inspections, testing of the equipment, and lamp replacements. Underground utility locating services involve responding to Underground Service Alert (USA) requests to identify and mark the Town’s underground infrastructure at construction sites prior to any digging operations.

Staff have determined that contractual services are the most cost-effective delivery method due to the technical expertise and specialty equipment required for this work.

The cost structure of traffic signal maintenance is a monthly rate per intersection including routine inspections and testing. Streetlight, parking lot and park light maintenance includes a monthly rate per light, covering inspection and lamp replacement. Additional services such as signal outages, pole knockdowns, and other non-routine, unforeseen repairs, which are necessary to keep the equipment functioning, are performed at the time and material rates included in the proposal. USA markings provide the identification and location of the Town’s underground infrastructure associated with construction projects and repairs and serves to protect the Town’s infrastructure from damage. The full scope of work is attached to the agreement.

DISCUSSION:

Bidding and Negotiations
On April 1, 2025, staff released a request for proposals (RFP) for traffic signal and street light maintenance. The scope of the work included maintenance of:
• 31 Traffic Signals
• 1,607 Street Lights
• 119 Parking Lot Lights
• 104 Park Lights
• 24 USA Markings per Month (based on historical average)

ITEM NO. 14.

PAGE 3 OF 6
SUBJECT: Execute a Five-Year Agreement to Provide Traffic Signal, Streetlight, Parking Lot and Park Light Maintenance, and Underground Service Alert (USA) Marking Services
DATE: June 12, 2025
On April 18, 2025, proposals were opened, with four contractors submitting proposals. A list of the final proposal costs is in Attachment 2 and is summarized below:

Staff reviewed the proposals and ranked Bear Electrical Solutions LLC (BES) as the highest rated provider based on their ability to meet the Town’s expectations to provide the range of maintenance resources required by the Town during normal operating hours and with regard to emergency response times BES is able to provide. BES has more personnel in the immediate area and offered a pre-emptive maintenance plan within the scope of their proposal. St. Francis is the Town’s current service provider for this work and was ranked second in terms of quality of service and response time.

Staff interviewed BES and confirmed their ability and commitment to meeting the Town’s needs. As submitted the BES proposal totaled $134,826 per year. After negotiations, BES provided the lowest proposal for maintenance services (Attachment 2). and staff believe BES will deliver enhanced service as well as cost savings.

Services to be Provided
Basic Services: The agreement with Bear Electric will cover the following basic services as proposed in response to the RFP request:

Unforeseen Costs: Added to the basic services, the agreement includes funding to pay for unforeseen events that occur throughout the year above and beyond the regular monthly maintenance. The unforeseen costs have been included in the recommendation based on a

1. Bear Electrical Solutions LLC Final $104,514 per year Initial $134,826 per year

2. St. Francis Electric, Inc. $109,238 per year

3. Yunex Traffic $211,858 per year

4. Cal-West Lighting & Signal Maintenance, Inc. Not Responsive Request For Proposal -Results
$104,514
Units Annual Cost
Traffic Signals 31 $45,384
Street Lights 1,607 $24,105
Parking Lot Lights 119 $1,785
Park Lights 104 $1,560
USA Markings (24/month) 288/yr $31,680
Total
Bear Electric LLC Proposal for Basic Services

ITEM NO. 14.

PAGE 4 OF 6
SUBJECT: Execute a Five-Year Agreement to Provide Traffic Signal, Streetlight, Parking Lot and Park Light Maintenance, and Underground Service Alert (USA) Marking Services
DATE: June 12, 2025
time and material estimate from BES including a one-hour emergency response for traffic signal repairs. Unforeseen costs include repair services for inoperable traffic signals, maintenance and repair of radar speed feedback signs and crosswalk warning lights, signal equipment knockdowns, and other unforeseen repairs of the Town’s aging infrastructure. The annual amount recommended for unforeseen costs is based on an average of the previous five-year unforeseen repairs, $54,790.

Staff will monitor the amount of unforeseen costs that occur on a year-to-year basis. In case of higher-than-average unforeseen repair costs, staff will return to the Town Council to request additional funding.

Additional One-Time Improvements: Staff also recommends including park lighting improvements to be funded out of the Parks Program FY2025-26 operating budget in the amount of $20,000 within the FY2025/26 total contract amount. The Blossom Hill Park tennis court lights are in need of repair. The Town’s current lighting maintenance contractor recently repaired two lights because they required immediate replacement. With two lights recently replaced, staff recommends replacing the remaining lights. This should reduce or eliminate future repair costs. BES’s proposal cost to complete this work totals $20,000.

ITEM NO. 14.

PAGE 5 OF 6
SUBJECT: Execute a Five-Year Agreement to Provide Traffic Signal, Streetlight, Parking Lot and Park Light Maintenance, and Underground Service Alert (USA) Marking Services
DATE: June 12, 2025
CONCLUSION:

The proposed actions would allow the Town to proceed with executing an agreement with Bear Electrical Solutions LLC to provide streetlight and signal maintenance, unforeseen repair services, and Underground Service Alert (USA) marking services, plus one-time Park lighting safety improvements. This agreement structure ensures continuity of service while maximizing savings over multiple years. Staff is seeking a five-year agreement recognizing that future years will be subject to operating budget appropriations.

COORDINATION:

This report was coordinated by the Finance Department and the Town Attorney’s Office.

ENVIRONMENTAL ASSESSMENT:

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

Contract Not to Exceed Total $ 865,767
Year 1 - FY2025-26 Year 1 Total $ 179,304
Basic Services Covered Annually by the Agreement
Lighting and Traffic Signal Maintenance $ 72,834
USA Markings $ 31,680
Subtotal $ 104,514
Unforeseen Additional Repair Amounts
FY20-21 $ 8,567
FY21-22 $ 67,000
FY22-23 $ 53,381
FY23-24 $ 55,000
FY24-25 $ 90,000
Average $ 54,790
Park Lighting Improvements
Blossom Hill Park Tennis Court Lighting Replacement $ 20,000 Subtotal $ 20,000
Year 2 - FY2026-27 Year 2 Total $ 164,083
Basic Services Covered Annually by the Agreement plus CPI Subtotal $ 107,649 Unforeseen Additional Repair Amounts plus CPI Average $ 56,434 Year 3 - FY2027-28 Year 3 Total $ 169,006
Basic Services Covered Annually by the Agreement plus CPI Subtotal $ 110,879 Unforeseen Additional Repair Amounts plus CPI Average $ 58,127 Year 4 - FY2028-29 Year 4 Total $ 174,076
Basic Services Covered Annually by the Agreement plus CPI Subtotal $ 114,205 Unforeseen Additional Repair Amounts plus CPI Average $ 59,871 Year 5 - FY2029-30 Year 5 Total $ 179,298
Basic Services Covered Annually by the Agreement plus CPI Subtotal $ 117,631 Unforeseen Additional Repair Amounts plus CPI Average $ 61,667 Bear Electric LLC Contract Details

ITEM NO. 14.

PAGE 6 OF 6
SUBJECT: Execute a Five-Year Agreement to Provide Traffic Signal, Streetlight, Parking Lot and Park Light Maintenance, and Underground Service Alert (USA) Marking Services
DATE: June 12, 2025
Attachments:

1. Agreement for Services with Exhibit A

2. Proposal Results

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC

AGREEMENT FOR SERVICES

PREAMBLE
THIS AGREEMENT is dated for identification on 3
rd day of June 2025 by and between TOWN OF LOS
GATOS, a California municipal corporation, (“Town”) and Bear Electrical Solutions, LLC (“Service Provider”), identified as an C Corporation and whose address is 1252 State Street, PO Box 924, Alviso, CA 95002. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 Town sought quotations for the services described in this Agreement, and Service Provider was found to be the lowest responsible supplier for this purchase.

1.2 Service Provider represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1.3 Town desires to engage Service Provider to provide Traffic Signal and Streetlight Maintenance and Repair, and Underground Service Alert (USA) Marking Services. Field maintenance and repair of streetlights, parking lot lights, lights in the Town’s public parks, traffic signals, and other traffic related equipment (such as electronic speed feedback signs and crosswalk warning lights, etc.)

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

II. AGREEMENT

2.1 Scope of Services. Service Provider shall provide services as described in that certain Proposal sent to the Town on April 17, 2025 which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. The effective date of this Agreement shall begin July 1, 2025 through June 30, 2026 with an option to extend the contract up to four (4) additional years subject to appropriation of funds, notwithstanding any other provision in this agreement.

2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Service Provider represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Service Provider to practice ATTACHMENT 1

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

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

2.5 Information/Report Handling. All documents furnished to Service Provider by the Town and all reports and supportive data prepared by the Service Provider under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Service Provider in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Service Provider shall not make any of these documents or information available to any individual or organization not employed by the Service Provider or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Service Provider pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Service Provider in connection with other projects shall be solely at Town's risk, unless Service Provider expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Service Provider which is and has been confirmed in writing by Service Provider to be a trade secret of Service Provider.

2.6 Compensation: Compensation for year one (FY 2025/26) to provide maintenance services and Underground Service Alert (USA) marking services, plus unforeseen repair costs within the Town and park lighting improvements, shall not exceed $179,304. Compensation for future years will be the base cost of $159,304 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco-Oakland-San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount.

Payment shall be based upon Town approval of each task as shown below.

Year 1 - $179,304 (FY25/26), including unforeseen repair costs. $104,514
Units Annual Cost
Traffic Signals 31 $45,384
Street Lights 1,607 $24,105
Parking Lot Lights 119 $1,785
Park Lights 104 $1,560
USA Markings (24/month) 288/yr $31,680
Total
Bear Electric LLC Proposal for Basic Services

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
Year 2 - $164,083 (FY26/27), including 3% CPI.

Year 3 - $169,006 (FY27/28), including 3% CPI.

Year 4 - $174,076 (FY28/29), including 3% CPI.

Year 5 - $179,298 (FY29/30), including 3% CPI.

For a total agreement amount not to exceed $865,767, inclusive of all costs. Payment shall be based upon Town approval of each task.
*Total compensation includes an annual 3.0% CPI adjustment for Years 2-5.

2.7 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 by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

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

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
Email (preferred): [email protected]

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

2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Service Provider. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2.10 Independent Contractor. It is understood that the Service Provider, 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 he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Service Provider 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. Service Provider agrees to testify in any litigation brought regarding the subject of the work to be

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
performed under this Agreement. Service Provider 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 Service Provider or is based on allegations of Service Provider's negligent performance or wrongdoing.

2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are solely to the Town. The Service Provider has and shall not obtain any holding or interest within the Town of Los Gatos. Service Provider 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, Service Provider 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. Service Provider 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 employment of a person Service Provider discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement Service Provider shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

2.12 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Service Provider nor its subcontractors do and neither 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.

III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Service Provider 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. Service Provider agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
iii. Service Provider shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Service Provider agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

General Liability:
i. The Town, its elected and appointed officials, employees, and agents are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Service Provider; products and completed operations of Service Provider, premises owned or used by the Service Provider. ii. The Service Provider's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Service Provider'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 Service Provider'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.

3.2 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.

3.3 Workers’ Compensation. In addition to these policies, Service Provider 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, Service Provider shall ensure that all subcontractors employed by Service Provider provide the required Workers' Compensation insurance for their respective employees. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.

3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, agents, employees, and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
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 Service Provider, or any of the Service Provider's officers, employees, or agents or any subcontractor.

IV. GENERAL TERMS

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

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

4.3 Termination of Agreement. The Town and the Service Provider 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 Service Provider shall deliver to the Town all plans, files, documents, reports, performed to date by the Service Provider.

In the event of such termination, Town shall pay Service Provider 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.

4.4 Prevailing Wages. This project is subject to the requirements of Section 1720 et seq. of the California Labor Code requiring the payment of prevailing wages, the training of apprentices and compliance with other applicable requirements. Contractors and all subcontractors who perform work on the project are required to comply with these requirements. Prevailing wages apply to all projects over $1,000 which are defined as a “public work” by the State of California. This includes: construction, demolition, repair, alteration, maintenance and the installation of photovoltaic systems under a Power Purchase Agreement when certain conditions are met under Labor Code Section 1720.6. This include service and warranty work on public buildings and structures.

4.4.1 The applicable California prevailing wage rate can be found at www.dir.ca.gov and are on file with the Town of Los Gatos Parks and Public Works Department, which shall be available to any interested party upon request. The contractor is also required to have a copy of the applicable wage determination posted and/or available at each jobsite.

4.4.2 Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime, weekend and holiday pay, and shift pay must be paid pursuant to applicable Labor Code section.

4.4.3 The public entity for which work is being performed or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violations identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

4.4.4 As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, the contractor agrees to present to the TOWN, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the Agency or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

4.4.5 In addition to submitting the certified payrolls and related documentation to the TOWN, the contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and final payment.

4.4.6 No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

4.4.7 No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

4.4.8 Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the TOWN for any fines assessed by the California Department of Industrial Relations against the TOWN for such violation, including all staff costs and attorney’s fee relating to such fine.

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC

4.4.9 The TOWN shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., the TOWN may continue to hold sufficient funds to cover estimated wages and penalties under the contract.

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

4.6 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.

4.7 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
Bear Electrical Solutions, LLC
1252 State Street, PO Box 924
Alviso, CA 95002
or personally delivered to Service Provider to such address or such other address as Service Provider designates in writing to Town.

4.8 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.

4.9 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Service Provider. 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.

ITEM NO. 14.

Agreement for Services
Bear Electrical Solutions, LLC
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.

Town of Los Gatos by:

Chris Constantin, Town Manager
Recommended by:

Nicolle Burnham
Director of Parks and Public Works
Bear Electrical Solutions, LLC by:

Name and Title
Approved as to Form:
_____________________________________
Gabrielle Whelan, Town Attorney
Attest:
______________________________________
Wendy Wood, CMC, Town Clerk

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ATTACHMENT 2

PROPOSAL RESULTS
Count St. Francis Cal West Bear Electrical Yunex
1607 Street Light Monthly $1.04 $195.00 $1.25 $1.55
119 Parking Lot Light Monthly $1.04 $195.00 $1.25 $1.60 104 Park Light Monthly $1.04 $195.00 $1.25 $2.15
31 Traffic Signal Monthly $120.00 $195.00 $122.00 $290.00 24 USA Marking (see note below) Per Ticket $145.00 $195.00 $110.00 $240.00 St. Francis Cal West Bear Electrical Yunex
Street Light Monthly $1,671.28 $2,008.75 $2,490.85
Parking Lot Light Monthly $123.76 $148.75 $190.40
Park Light Monthly $108.16 $130.00 $223.60
Traffic Signal Monthly $3,720.00 $3,782.00 $8,990.00
USA Marking Monthly $3,480.00 $2,640.00 $5,760.00
Total $9,103.20 Non-Responsive $8,709.50 $17,654.85
St. Francis Cal West Bear Electrical Yunex
Street Light Annual $20,055.36 $24,105.00 $29,890.20
Parking Lot Light Annual $1,485.12 $1,785.00 $2,284.80
Park Light Annual $1,297.92 $1,560.00 $2,683.20
Traffic Signal $44,640.00 $45,384.00 $107,880.00
USA Marking Annual $41,760.00 $31,680.00 $69,120.00
Note: 04/2024 - 5/1/2025 --> 272 USA tickets
Average is 22.67 per month --> Assume 24 tickets per month $104,514.00 $211,858.20
Flat Rates (Unit Price)
Monthly Price
Annual Grand Total
Total Annual $109,238.40 Non-Responsive

ITEM NO. 14.

PREPARED BY: Saurabh Nijhawan
Senior Civil Engineer
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: 06/17/2025
ITEM NO: 15
DATE: June 12, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manger to Execute a Notice of Completion for the Wayfinding Project as part of the Parking Program Implementation CIP Project (CIP No. 23-813-0242) and Authorize Staff to Record the Notice of Completion
RECOMMENDATION:

Staff recommends that the Town Council take the following actions regarding the Wayfinding Project as part of the Parking Program Implementation Project (CIP No. 23-813-0242):
a. Accept the construction of the project; and
b. Direct Staff to Record the Notice of Completion (Attachment 1).

STRATEGIC PRIORITIES:

This project supports the Core Goal of Quality Public Infrastructure. It supports the strategic priority to manage downtown parking that is easy to access and locate for residents and visitors.

FISCAL IMPACT:

There are no fiscal impacts associated with the recommended actions.

BACKGROUND:

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

ITEM NO. 15.

PAGE 2 OF 3
SUBJECT: Actions Related to the Wayfinding Project – Parking Program Implementation Project (CIP No. 23-813-0242), Completed by Square Signs LLC dba Front Signs DATE: June 12, 2025
traffic flow.

In November 2021, work began with Hunt Design on the Downtown Wayfinding Master Plan, and on March 15, 2022, the Town Council selected a design style which was used by Hunt to develop the final design for static signs throughout the downtown area. (See the Parks and Public Works Capital Improvement Program website for the Wayfinding Designs:
https://www.losgatosca.gov/DocumentCenter/View/37039/Message-Schedule?bidId=.) On December 3, 2023, the Town Council authorized advertising the signage project for construction bidding. Bids were advertised on December 8, 2023, and opened on January 19, 2024. The Town received four bid proposals. Of the bids received, three out of four were deemed unresponsive due to non-compliance with bid requirements. The one remaining bid significantly exceeded the engineer’s estimate. On February 20, 2024, the Town Council rejected all bids and authorized staff to re-bid the project.

On March 7, 2024, staff re-bid the project, and bids were opened on April 3, 2024. The Town received bid proposals from three bidders: Fusion Sign & Design, Monarka Development Corporation, and Square Signs LLC dba Front Signs. Square Signs LLC dba Front Signs was the lowest responsive bidder.

On April 24, 2024, the Town Council authorized the Town Manager to execute a construction contract with Square Signs LLC dba Front Signs in the amount of $191,908.13, and a twenty percent (20%) contingency of the contract award amount.

DISCUSSION:

Project construction commenced on October 8, 2024, and completed work on May 22, 2025.

The work has been completed to the satisfaction of the Town Engineer as noted in Attachment

2. Three (3) change orders were executed for this project which resulted in a total cost increase of $18,527.96, leaving a contingency balance of $19,853.67. Change order work included Employee Parking Signs for Lots 1 – 9, and overhead garage lot sign. The final construction cost was $210,436.09. Staff recommends that the Town Council accept the construction of the project and authorize staff to record the Notice of Completion (Attachment 1).

CONCLUSION:

This action formally accepts the contractor’s work and affirms that it meets the Town’s standards and requirements. The completion of the required work finalizes all contractual obligations, allowing for the release of retention.

ITEM NO. 15.

PAGE 3 OF 3
SUBJECT: Actions Related to the Wayfinding Project – Parking Program Implementation Project (CIP No. 23-813-0242), Completed by Square Signs LLC dba Front Signs DATE: June 12, 2025
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. Verification of Work

ITEM NO. 15.

Parking Program Implementation
Wayfinding Signage Project 2025 Form NOTICE OF COMPLETION Project Number 23-813-0242 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 Parking Program Implementation – Wayfinding Signage 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: Square Signs LLC dba Front Signs located at 3520 Valhalla Drive, Burbank, California, 91505.

7. The Project was accepted as complete on: June 17, 2025.

8. The Project is located at: Downtown Los Gatos and in adjacent neighborhoods .

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. 15.

Parks and Public Works Department • Engineering Division 41 Miles Ave, Los Gatos, CA 95030 • 408.399.5771 • www.losgatosca.gov

TOWN OF LOS GATOS

PARKS AND PUBLIC WORKS COMMENTS
To: Chris Constantin
From:   Nicolle Burnham
Date:   June 3, 2025
Subject: Notice of Acceptance
Acceptance of Work for the Parking Program Implementation – Wayfinding Signage Project (CIP No. 23‐ 813‐0242)
The work performed under this contract was inspected by authorized representatives of the Town, Contractor and Engineer, and determined to be complete. The Town Engineer acknowledges the completion of this project and requests the Town Manger to sign the Certificate of Acceptance form.

Date of Final Inspection:  5/22/25
Project Participants: Kevin Selfridge, Saurabh Nijhawan, Gary Heap (Town of Los Gatos) Gevorg Hambardzumyan (Square Signs LLC dba Front Signs)

1. All construction and punch list items have been completed?  Yes

2. All change orders have been executed?  Yes

3. Claims if any have been resolved?  N/A
REVIEWED AND APPROVED BY:

DATE:

SENIOR CIVIL ENGINEER
DATE:

TOWN ENGINEER
DATE:

DIRECTOR OF PUBLIC WORKS
6-03-2025
6/3/2025
6/3/25
ATTACHMENT 2

ITEM NO. 15.

Parks and Public Works Department • Engineering Division 41 Miles Ave, Los Gatos, CA 95030 • 408.399.5771 • www.losgatosca.gov

TOWN OF LOS GATOS

PARKS AND PUBLIC WORKS COMMENTS

ITEM NO. 15.

PREPARED BY: Shirley Ng
Environmental Program Specialist
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: 06/17/2025
ITEM NO: 16
DATE: June 17, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute an Amendment to the Agreement with the County of Santa Clara for the Countywide Household Hazardous Waste Collection Program to Reflect the Updated FY 2025-26 Augmentation Rate of $117,136
RECOMMENDATION:

Staff recommends the following actions related to the Countywide Household Hazardous Waste Collection Program:
a. Authorize the Town Manager to execute an amendment (Attachment 1) to the agreement with the County of Santa Clara for the Countywide Household Hazardous Waste Collection Program to reflect the updated Fiscal Year (FY) 2025/26 augmentation rate; and
b. Authorize FY 2025/26 revenue and expenditure budget increase in the amount of $22,917 to recognize the increased FY 2025- 26 augmentation rate.

STRATEGIC PRIORITIES:

The proposed project aligns with the Core Goals of Good Governance and Community Character, as well as and the strategic priority related to promoting sustainable practices.

FISCAL IMPACT:

The Proposed FY 2025-26 Operating Budget within the Environmental Services Program (expenditures 5302-63121, revenues 5302-42522) includes a revenue projection of $94,219 with associated expenditures of the same amount. This is pass-through funding received from West Valley Collection and Recycling and paid by the Town to the County of Santa Clara to operate a Household Hazardous Waste Collection program.

ITEM NO. 16.

PAGE 2 OF 3
SUBJECT: Authorize the Town Manager to execute an Amendment with the County of Santa Clara for the Countywide Household Hazardous Waste Collection Program to update FY 2025-26 Pass-Through Amounts
DATE: June 17, 2025
The County has evaluated the pass-through amount that Los Gatos is responsible for, also known as the augmentation rate, and has determined that the augmentation rate will go up from $94,219 to $117,136 in FY 2025/26. Staff recommends authorization of revenue and expenditure budget adjustments in the amount of $22,917 to ensure the augmentation is budgeted in accordance with the updated County augmentation. The amount is calculated based on anticipated resident participation from Los Gatos; actual funding augmentation for FY 2025/26 will be based on actual resident participation. With this action, the revenue and expenditure will increase by $22,917 for a total of $117,136.

BACKGROUND:

On May 7, 2024, the Town Council approved an agreement (Attachment 2) with the County of Santa Clara to manage the Countywide Household Hazardous Waste (HHW) Collection Program for the Town for FY 2024-25 through FY 2026-27.

Responsible management of solid waste, including Hazardous Household Waste (HHW) is a requirement under Assembly Bill (AB) 939 and the California Integrated Waste Management Act. The County HHW collection program funds safe and appropriate disposal or re-purposing of waste. Additionally, the Countywide HHW Agreement is designed to reduce and eventually eliminate the residential hazardous waste that is still sent to landfills countywide and to capture some of the hazardous waste that might otherwise be illegally dumped.

The County runs the program and the Town participates through the Agreement for Countywide Household Hazardous Waste Collection Program (Attachment 2). The County HHW Program includes two permanent drop-off facilities for HHW as well as temporary events at various locations in the County periodically throughout the year. Los Gatos residents use this drop-off service for the responsible disposal of unwanted HHW materials.

The Town’s solid waste hauler collects fees through customer monthly billing, then pays the fees to the Town of Los Gatos as a member of the joint powers authority the hauler is contracted through. The Town then participates as a pass-through agent and pays the fees in full to the County. The agreement discussed in this staff report is the agreement between the County and the Town to facilitate the last step of the pass-through agent’s responsibility to pay the fees collected to the County.

DISCUSSION:

Associated fees collected by the solid waste hauler are updated annually through collaboration with the hauler, JPA member agencies, and the County. As a result, the updated rates are passed on to residents and the annual pass-through funding amount – known as the augmentation rate

ITEM NO. 16.

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SUBJECT: Authorize the Town Manager to execute an Amendment with the County of Santa Clara for the Countywide Household Hazardous Waste Collection Program to update FY 2025-26 Pass-Through Amounts
DATE: June 17, 2025
– owed by each city/town is also revised. The Town’s updated augmentation for FY 2025/26 is $117,136 and this increase is reflected in the proposed amendment to the County HHW program agreement. As this is an increase from the existing agreement, staff recommends FY 2025/26 revenue and expenditure budget increases of $22,917 to cover the difference.

CONCLUSION:

If authorized, these actions will update the agreements and resources needed for Los Gatos residents to participate in the County’s HHW program. This program is critical to the Town’s compliance with the State of California’s Solid Waste laws.

ENVIRONMENTAL ASSESSMENT:

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

ATTACHMENTS:

1. First Amendment to the Agreement for Countywide Household Hazardous Waste Collection Program

2. Agreement for Countywide Hazardous Household Waste Collection Program

ITEM NO. 16.

First Amendment to Agreement for Countywide Page 1 of 4 Household Hazardous Waste Collection Program

FIRST AMENDMENT TO THE AGREEMENT FOR COUNTYWIDE HOUSEHOLD

HAZARDOUS WASTE COLLECTION PROGRAM
The Agreement for Countywide Household Hazardous Waste Collection Program (AGREEMENT) by and between the Town of Los Gatos (CITY) and the County of Santa Clara (COUNTY) previously entered into on June 28, 2024, is hereby amended as set forth below.

The COUNTY and the CITY agree that:

1. Section 16. ADDITIONAL SERVICES UNDER THIS AGREEMENT is amended in full to read:

16. ADDITIONAL SERVICES UNDER THIS AGREEMENT
CITY must augment funding provided under this Agreement to cover the cost of a minimum participation level of 4% of CITY households; CITY may also elect to augment funding to provide additional services to increase CITY participation beyond the 4% minimum participation level.

Additional services shall be made available upon written agreement between the CITY’s authorized representative and the County Executive Officer or designee. Additional services may include, but are not limited to, additional appointments (charged at the Variable Cost Per Car rate), door-to-door HHW collection, used oil filter collection, universal waste collection, electronic waste collection, and abandoned waste collection.

CITY agrees to augment up to an additional $94,219 to the Countywide HHW Program during Fiscal Year 2025 for the purpose of attaining or increasing CITY household participation above the 4% minimum participation level at the scheduled collection dates listed in Attachment C, attached hereto and incorporated herein. Augmentation will be calculated, where applicable, at the Variable Cost Per Car rate. Other services will be charged based on a cost recovery basis. CITY authorizes the COUNTY to use CITY’S Available Discretionary Funding portion of the AB939 HHW Fee, if available, to offset the above agreed additional augmentation amount.

CITY agrees to augment up to an additional $___________ to the Countywide HHW Program during Fiscal Year 2026 for the purpose of attaining or increasing CITY household participation above the 4% minimum participation level at the scheduled collection dates listed in Attachment C-1, attached hereto and incorporated herein. Augmentation will be calculated, where applicable, at the Variable Cost Per Car rate.

Other services will be charged based on a cost recovery basis. CITY authorizes the COUNTY to use CITY’S Available Discretionary Funding 117,136.00
ATTACHMENT 1 Page 423
ITEM NO. 16.

First Amendment to Agreement for Countywide Page 2 of 4 Household Hazardous Waste Collection Program
portion of the AB939 HHW Fee, if available, to offset the above agreed additional augmentation amount.

CITY agrees to make an interim payment to COUNTY amounting to 50 percent of the augmentation amount stated above for each fiscal year.

This interim payment shall be made no later than September 30th of each fiscal year. The remaining balance of any outstanding cost shall be reconciled and paid or refunded in accordance with the terms outlined in the annual cost statement.

At the end of each fiscal year, a final annual cost statement shall be prepared by COUNTY and issued to CITY by November 30th. The annual cost statement will take into consideration costs incurred on behalf of CITY for additional services and all payments made by CITY to COUNTY. If any balance is owed to COUNTY, it will be due within 30 days following receipt of the annual cost statement. If any credit is owed to CITY, COUNTY will refund that amount to CITY within 30 days following delivery of the annual cost statement.

2. Section 17. INFORMATION AND APPOINTMENT LINE is amended in full to read:

17. INFORMATION AND APPOINTMENT LINE
COUNTY will operate a telephone information and appointment desk Monday through Friday, from the hours of 8:30 a.m. to 4:30 p.m, except for COUNTY-recognized holidays The information service will register residents for the Temporary HHW Events and the collections at CoHHWCF. The information service will provide information about hazardous household materials. CITY will be notified immediately if resident participation approaches a level of service that may not be supported by available funding.

3. Attachment C-1 “HHW Schedule Of Collection Events for Fiscal Year 2025/2026” attached hereto and incorporated herein by this reference is hereby added to the AGREEMENT.

Except as provided herein, all terms and conditions of the AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, COUNTY and CITY, through their duly authorized representatives, have entered into this First Amendment to the AGREEMENT on the last date shown below:

ITEM NO. 16.

First Amendment to Agreement for Countywide Page 3 of 4 Household Hazardous Waste Collection Program

COUNTY OF SANTA CLARA TOWN OF LOS GATOS
Signature: Signature:

James R. Williams Name:_____________________
County Executive Title:

Date: Date:

APPROVED AS TO FORM AND LEGALITY
Willie Nguyen
Deputy County Counsel
Date:

ITEM NO. 16.

First Amendment to Agreement for Countywide Page 4 of 4 Household Hazardous Waste Collection Program
ATTACHMENT C-1: HHW SCHEDULE OF COLLECTION EVENTS FOR
FISCAL YEAR 2025/2026*

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 1 of 27

AGREEMENT FOR COUNTYWIDE

HOUSEHOLD HAZARDOUS WASTE

COLLECTION PROGRAM
This Agreement for Countywide Household Hazardous Waste Collection Program (“AGREEMENT”) is made by and between the (“CITY”) and the County of Santa Clara (“COUNTY”) on the day of 2024.

RECITALS
WHEREAS, the Board of Supervisors of the County of Santa Clara (“Board of Supervisors”) has approved a Countywide Household Hazardous Waste Collection Program whereby residents of the unincorporated areas of the Santa Clara County and cities and towns within Santa Clara County participating in the Countywide program will have an opportunity to safely dispose of household hazardous wastes (HHW), regardless of the specific location at which the collection has been scheduled; and
WHEREAS, CITY desires to provide residents with convenient opportunities to safely dispose of their HHW in order to encourage the proper disposal of toxic products, and avoid unauthorized or improper disposal in the garbage, sanitary sewer, storm drain system, or on the ground, in a manner which creates a health and/or environmental hazard; and WHEREAS, CITY desires to provide a safe, convenient, and economical means for residents to dispose of HHW. These wastes include, but are not limited to, common household products such as household cleaning products, furniture polish, solvents, oven cleaner, pesticides, oil-based paints, motor oil, antifreeze, car batteries, mercury thermostats, fluorescent lamps, household batteries, and electronic waste; and
WHEREAS, CITY desires to schedule Household Hazardous Waste Collection Events (Events) for residents for FY 2025 through FY 2027 (July 1, 2024 – June 30, 2027); and WHEREAS, CITY desires to provide household hazardous waste collection services to a minimum of 4% of the households per fiscal year in its jurisdiction; and WHEREAS, CITY desires to participate in the Countywide Household Hazardous Waste Collection Program to meet these objectives; and
WHEREAS, pursuant to Public Resources Code Section 41901, the Board of Supervisors has approved the collection of a $4.10 per ton Countywide AB939 Implementation fee, including a $2.60 per ton Household Hazardous Waste Fee (AB939 HHW Fee), for FY 2025 through FY 2027 (July 1, 2024 – June 30, 2027) on all wastes landfilled or incinerated within Santa Clara County, received at any non-disposal or collection facility located within Santa Clara County and subsequently transported for disposal or incineration outside of Santa Clara County, collected from any location within the County by a solid waste hauler operating pursuant to a franchise, contract, license, or permit issued by any local jurisdiction and subsequently

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 2 of 27
transported for disposal or incineration outside of Santa Clara County, or removed from any location in Santa Clara County by any person or business for disposal or incineration outside the county; and
WHEREAS, the AB939 HHW Fee is allocated to the Countywide Household Hazardous Waste Program and participating jurisdictions to fund HHW program costs in accordance with the terms of the Countywide AB939 Implementation Fee Agreement; and WHEREAS, CITY desires for COUNTY to utilize CITY’s share of the AB939 HHW Fee to provide HHW services for CITY residents.

NOW THEREFORE, CITY and COUNTY AGREE AS FOLLOWS:

1. PURPOSE
The purpose of this AGREEMENT is to state the terms and conditions under which CITY will participate in the Countywide Household Hazardous Waste Collection Program (CoHHW Program) available to its residents. Participating jurisdictions are those jurisdictions that enter into this AGREEMENT with the County.

2. PROGRAM FUNDING SOURCE
HHW Program services are mandated by State law, Public Resources Code Section 41500 et seq. State law authorizes cities and counties to impose fees in amounts sufficient to support planning and implementation of integrated waste management programs, including HHW elements. The AB939 HHW Fee, of $2.60 per ton, imposed by COUNTY as part of the AB939 Implementation Fee and collected and distributed in accordance with the Agreement for Countywide AB939 Implementation Fee will be the primary source of funding for CoHHW Program services. CITY agrees that COUNTY may utilize CITY’s share of the AB939 HHW fee to provide HHW Program services in accordance with the terms and conditions of this AGREEMENT.

Funds derived from the AB939 HHW Fee will be allocated among five types of CoHHW Program service costs as follows:

A. Fixed Program Costs will be apportioned based on the number of households in each participating jurisdiction. The number of households will be determined at the beginning of each Fiscal Year by statistics compiled by the California Department of Finance, Demographic Research Unit from their most recent Report, “Population Estimates for California Cities and Counties.” B. San José Facility Use Surcharge will be apportioned based on CITY residents’ participation at the County Household Hazardous Waste Collection Facility located at 1608 Las Plumas Avenue, San José, CA 95133.

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C. Variable Cost Per Car is the cost associated with labor, waste disposal, transportation, and other services provided to residents at the County HHW Collection Facilities and at temporary HHW collection events. The Variable Cost Per Car is based on the estimated cost of providing a base level service to 4% of households in all participating jurisdictions. The number of households will be determined at the beginning of each Fiscal Year by statistics compiled by the California Department of Finance, Demographic Research Unit from their most recent Report, “Population Estimates for California Cities and Counties.” D. Available Discretionary Funding is allocated based on tonnage generated per participating jurisdiction, and after allocation of Fixed Program Costs, San José Facility Use Surcharge, and Variable Cost Per Car allocation.

E. Abandoned Waste Disposal Costs will fund disposal of HHW illegally abandoned at Nonprofit Charitable Reuser organizations as defined in Section 41904 of California Public Resources Code.

The projected AB939 HHW Fee Allocation by jurisdiction is set out in Attachment A, attached hereto and incorporated herein.

3. FIXED PROGRAM COST
Estimated HHW Fixed Program Costs are projected in Attachment B, attached hereto and incorporated herein. Fixed Program Costs are allocated to CITY at the conclusion of each fiscal year based on CITY’s proportional share of the County population and will not exceed $5.07 per household for Fiscal Years 2025, 2026, and 2027. Fixed Program Costs may include, but are not limited to, up to eleven (11) County HHW Program staff members, facility lease costs, vehicle lease costs, office rent, office supplies, county administrative overhead, county legal counsel, training costs, equipment and facility maintenance and union negotiated salary and benefit changes.

4. ABANDONED WASTE DISPOSAL COST
The Abandoned Waste Disposal Cost will fund disposal of HHW illegally abandoned at Nonprofit Charitable Reuser organizations. The Abandoned Waste Disposal Cost is based on the cost to the County to dispose of abandoned waste allocated among participating jurisdictions based on their proportional share of the County population and shall not exceed $0.05 per household. Projected Abandoned Waste Disposal Costs to the CITY based on a charge of $0.05 per household are set forth in Attachment A, attached hereto and incorporated herein.

For the purposes of this Agreement, “Nonprofit Charitable Reuser Organization” is defined in accordance with Section 41904 of California Public Resources Code as follows: a charitable organization, as defined in Section 501(c)(3) of the federal Internal Revenue Code, or a distinct operating unit or division of the charitable organization, that reuses and recycles donated goods or materials and receives more than 50 percent of its revenues from the handling and sale of those donated goods or materials.

ITEM NO. 16.

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Hazardous Waste Collection Program Page 4 of 27

5. SAN JOSÉ FACILITY USE SURCHARGE
The total San José Facility Use Surcharge for CITY will be based on CITY residents’ proportional participation at the County Household Hazardous Waste Collection Facility located at 1608 Las Plumas Avenue, San José. Estimated San José Facility Use Surcharges are projected in Attachment A, attached hereto and incorporated herein. The San José Facility Use Surcharge will vary depending on facility usage but will not exceed $8.09 per car for Fiscal Years 2025, 2026, and 2027.

6. VARIABLE COST PER CAR
The Variable Cost Per Car is the cost associated with actual labor, waste disposal, transportation and other services provided to the residents at the County Household Hazardous Waste Collection Facilities (CoHHWCF) and at Temporary Events. The Variable Cost Per Car is estimated to be approximately $66.02 per participating resident car for Fiscal Years 2025, 2026 and 2027. The estimated cost per car will be adjusted to reflect actual service costs. After Fixed Program Costs and San José Facility Use Surcharge are allocated on a per household basis, the Variable Cost Per Car will be used to calculate the costs to service 4% of households across all participating jurisdictions. If the level of 4% of households is not reached in the CITY, the CoHHW Program may use the remaining balance of funds, in cooperation with the CITY, to increase public outreach and/or provide additional services in that jurisdiction the following year.

7. AVAILABLE DISCRETIONARY FUNDING
The Available Discretionary Funding portion of the AB939 HHW Fee will be allocated based on the tons of waste generated within each jurisdiction, and after allocation of Fixed Program Costs, San José Facility Use Surcharge, and Variable Cost Per Car allocation.

Available Discretionary Funds must be used for HHW purposes. Options for how to spend these funds include, but are not limited to, increasing the number of residents served in that jurisdiction by the CoHHW Program, subsidizing curbside used motor oil collection, electronic waste (e-waste) collection, universal waste collection, emergency HHW services, funding HHW public education, the support of capital infrastructure projects to accommodate HHW drop-off and collection events, or providing special programs such as retail collection of certain waste and/or door-to-door collection of HHW for the elderly and/or persons with disabilities and neighborhood clean-up events. COUNTY has discretion to determine appropriate uses of Available Discretionary Funding in accordance with the terms and conditions in this Agreement, and to apply the funding toward those uses.

8. ADMINISTRATION AND PAYMENT OF THE AB939 HHW FEE
The County of Santa Clara Recycling and Waste Reduction Division will administer the AB939 HHW Fee, as part of the existing online disposal reporting and payment system.

Administration and payment will be made in accordance with the Agreement for Countywide AB939 Implementation Agreement. Notwithstanding the foregoing, the COUNTY shall maintain records of the amount, use, and distribution of Fixed Program Cost expenditures for at least five (5) years after the termination date of this Agreement, unless otherwise required by law

ITEM NO. 16.

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Hazardous Waste Collection Program Page 5 of 27
to retain such records for a longer period. CITY may request in writing a review by COUNTY of the Fixed Program Cost records. The review shall be performed within 30 days of request and results shall be reported to participating cities in writing.

9. PROGRAM PUBLICITY
The CoHHW Program shall produce and make available to the public an HHW brochure for distribution. The brochure will be made available at various events, including but not limited to, environmental events and community fairs. The brochure may also be distributed, upon request, to cities within Santa Clara County and to Santa Clara County residents and businesses.

The CITY shall be responsible for developing and coordinating citywide awareness of the HHW Program. The CoHHW Program shall be responsible for Countywide public education for used oil recycling. CoHHW Program public awareness responsibilities shall include, but not be limited to, the following activities:

Serving as the formal contact to the local media such as local newspapers and television news stations;
Providing participating jurisdictions with educational materials developed for the CoHHW Program;
Promoting oil and oil filter recycling by developing, purchasing, and distributing educational materials, media relations materials, basic art work and camera ready advertising materials for distribution countywide and for use by jurisdictions; Representing the program through educational presentations at schools and businesses and attendance at community events such as local fairs and festivals; and Providing participating jurisdictions opportunities to review and comment on the development of countywide outreach materials.

CITY’s public awareness responsibilities, at the sole discretion of the CITY, shall include, but not be limited to, the following activities:

Providing a copy of HHW promotional materials to the CoHHW Program for review for accuracy and completeness, prior to publication; Developing and distributing HHW promotion communications to residents for local and CITY newsletters, newspapers and to the electronic media; Providing the CoHHW Program with a copy of HHW promotion materials produced by the CITY;
Conducting and supporting outreach and publicity to attain the goal of 4% of households in the CITY participating in the CoHHW Program; and Providing the CoHHW Program a report summarizing all outreach activities conducted by the CITY during the fiscal year. The report is due 30 days after the end of the reporting period.

10. TEMPORARY HHW EVENTS
COUNTY shall conduct Temporary HHW Events at various sites located in Santa Clara County. COUNTY shall obtain all necessary permits and licenses required for the Temporary

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 6 of 27
HHW Events and shall provide or contract for the services of properly trained, qualified personnel and hazardous waste haulers, and shall provide or secure suitable equipment and supplies to properly receive, package, label, haul, recycle and dispose of the household hazardous wastes collected at the Temporary HHW Events.

When COUNTY conducts a Temporary HHW Event in CITY’s jurisdiction, CITY agrees to provide solid waste and recycling services at such event at no cost to the CoHHW Program to ensure the proper management of non-hazardous waste generated at the event. Any additional expenses for such event incurred beyond the agreed-upon budget shall be subject to negotiation and mutual agreement between the COUNTY and the CITY.

To increase the Community’s awareness of and participation in any Temporary HHW Event in CITY’s jurisdiction, the CITY agrees to promote, at the CITY’s sole expense, each such event to the residents at least thirty (30) days in advance before the scheduled date. The promotion may include, but is not limited to, bill inserts, door hangers, flyers, in-person outreach events, newsletters, press releases, public service announcements, social media, television public access stations, websites, etc.

11. HOUSEHOLD HAZARDOUS WASTE COLLECTION FACILITIES
COUNTY shall conduct collection operations at two County Household Hazardous Waste Collection Facilities (CoHHWCF).

The CoHHWCF are located at:

San Martin, 13055 Murphy Avenue, San Martin, CA 95046
San José, 1608 Las Plumas, San José, CA 95133
The COUNTY shall obtain all necessary permits and licenses required for the CoHHWCF and shall provide or contract for services, equipment, and supplies to properly receive, package, label, haul, recycle and dispose of wastes collected.

12. RECYCLING AND DISPOSAL PROGRAM FOR VERY SMALL QUANTITY

GENERATORS
COUNTY will provide services to accept hazardous waste from Very Small Quantity Generators (VSQG) in accordance with Section 25218.3 of California Health and Safety Code, as amended from time to time. VSQG is defined in Section 25218.1(q) of California Health and Safety Code.

Eligible VSQGs include, but not limited to, small businesses, governmental entities, non-profit organizations, schools, special districts, etc. within the County so long as they meet the criteria as defined in Section 25218.1(q) of California Health and Safety Code. Eligible VSQGs will be allowed to bring their hazardous waste to CoHHWCF. These services to VSQGs located within the CITY will be provided on a cost recovery basis, which will include program administration,

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Hazardous Waste Collection Program Page 7 of 27
on-site collection, transportation, and disposal costs. COUNTY will assume responsibility for fee collection from participating VSQG.

The CITY may choose to pay for services for VSQG’s within the CITY and will notify the COUNTY in writing with 30-day advance notice in order to exercise this option. If the CITY exercises this option, the COUNTY will invoice the CITY for all costs associated with VSQG’s within the CITY. If CITY has available Discretionary Funding, COUNTY may use this funding to pay for VSQG costs.

13. ABANDONED HOUSEHOLD HAZARDOUS WASTE
The CoHHW Program will allow for the disposal of abandoned HHW by government agencies and qualified nonprofit charitable reusers. Abandoned HHW means HHW left at a property by an unknown party. Abandoned household hazardous waste does not include waste generated by a known organization or agency in the course of normal business operations such as, but not limited to, the assembly or manufacture of products from new or used materials or the provision of charitable services such as classroom education, meal preparation, and shelter, or the provision of services for a fee.

A) GOVERNMENT AGENCIES
Government agencies shall be charged for disposal of abandoned HHW according to the CoHHW Program’s rates for VSQGs.

B) NONPROFIT CHARITABLE REUSER
In order to qualify as a Nonprofit Charitable Reuser, the business must submit to the County Executive a request to be so designated. The County Executive shall review the request and supporting documentation and shall make a final decision on the designation. COUNTY will accept abandoned HHW from Nonprofit Charitable Reusers and will waive disposal fees on the cost of disposal of the abandoned HHW in an annual amount not to exceed funds available from the existing unexpended abandoned waste fund. Funding for disposal available to Nonprofit Charitable Reuser shall be on a first come first serve basis. Once the available fund to pay for the disposal of the abandoned HHW from Nonprofit Charitable Reusers is exhausted, disposal fees shall no longer be waived, and Nonprofit Charitable Reusers shall be charged for disposal of abandoned HHW according to the CoHHW Program’s rates for VSQGs. No additional costs shall be applied to the budget of the CITY or any other participating jurisdiction.

14. HOUSEHOLD HAZARDOUS WASTES ACCEPTED
HHW accepted by the CoHHW Program shall be limited to those materials that qualify as “Household Hazardous Waste” pursuant to Section 25218.1(d) of California Health and Safety Code, as amended from time to time. These materials include, but are not limited to, automotive fluids, automotive and other types of batteries, latex and oil paint, oil filters, garden chemicals,

ITEM NO. 16.

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Hazardous Waste Collection Program Page 8 of 27
household cleaners, pool chemicals, mercury thermostats, fluorescent lamps containing mercury, household batteries, electronic waste (e-waste), and other common hazardous consumer products.

15. WASTES NOT ACCEPTED
Certain hazardous wastes shall not be accepted for collection and disposal. These include, but are not limited to, compressed gas cylinders larger than 5 gallons, radioactive materials, biohazardous waste, and explosives. Other wastes not accepted by the CoHHW Program are wastes generated as part of operating a business, including a home operated business, except that waste from VSQGs as provided for in Section 12 of this Agreement shall be accepted.

16. ADDITIONAL SERVICES UNDER THIS AGREEMENT
CITY must augment funding provided under this Agreement to cover the cost of a minimum participation level of 4% of CITY households; CITY may also elect to augment funding to provide additional services to increase CITY participation beyond the 4% minimum participation level. Additional services shall be made available upon written agreement between the CITY’s authorized representative and the County Executive Officer or designee. Additional services may include, but are not limited to, additional appointments (charged at the Variable Cost Per Car rate), door-to-door HHW collection, used oil filter collection, universal waste collection, electronic waste collection, and abandoned waste collection.

CITY agrees to augment up to an additional $_________ to the Countywide HHW Program during Fiscal Year 2025 for the purpose of attaining or increasing CITY household participation above the 4% minimum participation level at the scheduled collection dates listed in Attachment C, attached hereto and incorporated herein. Augmentation will be calculated, where applicable, at the Variable Cost Per Car rate. Other services will be charged based on a cost recovery basis. CITY authorizes the COUNTY to use CITY’S Available Discretionary Funding portion of the AB939 HHW Fee, if available, to offset the above agreed additional augmentation amount.

CITY agrees to make an interim payment to COUNTY amounting to 50 percent of the augmentation amount stated above for each fiscal year. This interim payment shall be made no later than September 30th of each fiscal year. The remaining balance of any outstanding cost shall be reconciled and paid or refunded in accordance with the terms outlined in the annual cost statement.

At the end of each fiscal year, a final annual cost statement shall be prepared by COUNTY and issued to CITY by November 30th. The annual cost statement will take into consideration costs incurred on behalf of CITY for additional services and all payments made by CITY to COUNTY. If any balance is owed to COUNTY, it will be due within 30 days following receipt of the annual cost statement. If any credit is owed to CITY, COUNTY will refund that amount to CITY within 30 days following delivery of the annual cost statement. / /

ITEM NO. 16.

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Hazardous Waste Collection Program Page 9 of 27

17. INFORMATION AND APPOINTMENT LINE
COUNTY will operate a telephone information and appointment desk Monday through Friday, from the hours of 9:00 a.m. to 5:00 p.m, except for COUNTY-recognized holidays The information service will register residents for the Temporary HHW Events and the collections at CoHHWCF. The information service will provide information about hazardous household materials. CITY will be notified immediately if resident participation approaches a level of service that may not be supported by available funding.

18. SCHEDULING AND SITE SELECTION
COUNTY shall work with CITY to determine the date(s) of Temporary Events and collections at the CoHHWCF. CITY shall coordinate with COUNTY in locating and securing sites for Temporary HHW Events. It is recognized that some participating jurisdictions in the CoHHW Program may not have appropriate sites available. A proposed HHW schedule for Fiscal Year 2025 of Temporary Events and collections at CoHHWCF is included as Attachment C. COUNTY will schedule an adequate number of collection days to serve the 4% level of service. The COUNTY determines the adequate number of collection days by tracking attendance at each event.

19. OUTSIDE FUNDING
During the term of this Agreement, COUNTY may seek outside funding sources for services that would supplement existing HHW services such as permanent collection sites, equipment, retail take-back collection and operational funding. If outside funding is obtained, the CoHHW Program will, at COUNTY’s discretion, proceed with development of additional programs using that outside funding without drawing on CITY’s funding provided under this Agreement.

20. REGIONAL GRANT AND OIL PAYMENT PROGRAM PARTICIPATION The CITY authorizes the CoHHW Program to apply for lead agency grants, including but not limited to Used Oil Payment Program grants, from the California Department of Resources Recycling and Recovery (CalRecycle), on behalf of participating jurisdictions. The CoHHW Program will act on behalf of all participating jurisdictions, as the lead applicant and administrator. The CoHHW Program will oversee how the moneys are used and work in cooperation with CITY as to how the funds will be spent. Nothing in this section shall preclude the COUNTY or a participating jurisdiction from applying for grant funds in any case where the CoHHW Program does not apply for the grant opportunity.

21. EMERGENCY SERVICES
Participating jurisdictions, at their option, may desire to provide residents with convenient emergency opportunities to safely dispose of their HHW in the event of a disaster.

The purpose of this emergency planning for HHW is to minimize potential public health and safety impacts, as well as to minimize costs and confusion. Attachment D sets out CITY and

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Hazardous Waste Collection Program Page 10 of 27
COUNTY responsibilities for the collection of household hazardous wastes in response to an emergency. CITY shall make good faith efforts to provide the public with information related to the problems associated with HHW. Upon the decision to hold an emergency collection event, it is CITY’s responsibility to make a good faith effort to prepare and disseminate the necessary outreach to notify the public of an emergency collection event. An emergency collection event shall be initiated by a written request from CITY to COUNTY. Emergency collection events can be scheduled in as little as ten (10) working days of CITY’s written request or at an agreed upon date thereafter. The emergency collection plan is set out in Attachment D, Household Hazardous Waste Emergency Collection Plan.

COUNTY agrees to conduct the Emergency Collection Event at a mutually agreeable site and time. The COUNTY will obtain the necessary permit from California Department of Toxic Substances Control and will handle wastes in accordance with applicable state laws and regulations. COUNTY will bill CITY for all Emergency Collection Events on a cost recovery basis, and all payments shall be due COUNTY within 30 days following the receipt of the invoice.

22. PRIVATE SPONSORED EVENTS
COUNTY may also secure funding from corporations or agencies to conduct HHW Collection Events for corporate employees and residents of participating jurisdictions and to pay for special programs such as Universal Waste collection at retail locations. The transportation, treatment, and disposal liability for nonresident employee participation in these events shall be shared by all participating jurisdictions, including the CITY, and the COUNTY, as described in Section 26 of this Agreement. Summary information concerning these corporate sponsored events, if any, will be included in the CoHHW Program’s annual report to the participating jurisdictions.

23. INSURANCE REQUIREMENTS
Contractors who provide hazardous waste transportation, treatment, or disposal services shall have the required insurance as outlined in Attachment E, Exhibit E Insurance Requirements for Environmental Services Contract. Other contractors shall have insurance in amounts to be determined by COUNTY Insurance Manager, after consultation with CITY. COUNTY shall obtain insurance certificates from each of the contractors prior to the contractor providing service to the program naming the COUNTY as an additional insured.

24. WASTE TRACKING AND REPORTING
COUNTY will provide a mid-year report to CITY regarding participation rates from each participating jurisdiction by March 15 of each year. Mid-year and year end reports will outline the types and quantities of waste collected, the amount of waste diverted for reuse or recycling and the waste management method for each waste stream and associated costs for services.

COUNTY will prepare a report summarizing program activities which will be delivered to the participating jurisdictions no later than six months after the end of COUNTY’s fiscal year.

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Hazardous Waste Collection Program Page 11 of 27
It will be assumed for cost and reporting purposes that each participating jurisdiction is contributing to the waste stream in proportion to the number of its residents who directly participate.

COUNTY shall take steps to assure that the bi-annual statements to jurisdictions reflect the funds necessary to cover costs for CITY participation in services scheduled during the next quarter.

25. PARTICIPATION REPORTING
COUNTY shall employ means necessary to verify the place of residence of all participants in the CoHHW Program.

26. HOLD HARMLESS AND INDEMNIFICATION
In lieu of and not withstanding the pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other parties under this Agreement.

Additionally, CITY shall indemnify COUNTY for CITY’s apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program.

Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all available resources, including insurance, of any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the contractor to maintain the insurance requirements set forth in Section 23 above.

CITY shall further indemnify COUNTY for CITY’s apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 12 of 27
employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the participating jurisdictions and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY’s apportioned share of any liability for the household hazardous waste.

COUNTY shall require VSQGs and Nonprofit Charitable Reusers to indemnify COUNTY, at minimum, for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The VSQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to VSQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY’s apportioned share of any liability for household hazardous waste.

27. TERMINATION
This Agreement may be terminated by either the COUNTY or CITY upon thirty (30) days written notice given by the terminating party.

28. TERM OF AGREEMENT
The term of this Agreement shall be from July 1, 2024 to June 30, 2027, or until all revenue from the last quarter’s AB939 fee payments have expended and/or distributed, whichever is later.

29. INDEPENDENT CONTRACTOR
Each party shall perform responsibilities and activities described herein as an independent contractor and not as an officer, agent, servant or employee of any of the parties hereto. Each party shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors, if any. Nothing herein shall be considered as creating a partnership or joint venture between the parties.

30. EXECUTION BY COUNTERPART
This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed an original and all of which shall together constitute one and the same instrument.

31. CONTROLLING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 13 of 27

32. ENTIRE AGREEMENT
This document embodies the entire Agreement between the parties with respect to the subject matter hereof. No modification of this Agreement shall be effective unless and until modification is evidenced by writing signed by all parties or their assigned designates.

33. NOTICES
All notices and communications herein required shall be in writing to the other party as follows, unless expressly changed in writing:

CITY of City Representative
Representative’s Title
City Address
County of Santa Clara Director
Consumer and Environmental Protection Agency
1553 Berger Drive
San José, California 95112

34. CONTRACT EXECUTION
Unless otherwise prohibited by law or COUNTY policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the COUNTY.
/ /
/ /
/ /
/ /
/ /
/ /

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 14 of 27
IN WITNESS WHEREOF, the parties have executed this AGREEMENT FOR COUNTYWIDE HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM on the dates as stated below:

Date: COUNTY OF SANTA CLARA
JAMES R. WILLIAMS
County Executive
Date: “CITY”

CITY/TOWN OF
Title
A municipal corporation
APPROVED AS TO FORM AND LEGALITY:

WILLIE NGUYEN
Deputy County Counsel
Attachments:

A Projected Fiscal Years 2025, 2026, and 2027 AB939 HHW Fee Funding Allocation by Jurisdiction
B Estimated HHW Program Fixed Costs for Fiscal Years 2025, 2026, and 2027 C HHW Schedule of Collection Events for Fiscal Year 2025 D Household Hazardous Waste Emergency Collection Plan
E Exhibit-E Insurance Requirements for Environmental Services Contracts

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 15 of 27
ATTACHMENT A: PROJECTED FISCAL YEARS 2025-2027 ANNUAL HHW FEE

FUNDING ALLOCATION BY JURISDICTION

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 16 of 27
ATTACHMENT B: ESTIMATED ANNUAL HHW PROGRAM FIXED COSTS FOR FISCAL YEARS 2025, 2026, AND 2027

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 17 of 27
ATTACHMENT C: HHW SCHEDULE OF PERMANENT & TEMPORARY
COLLECTION EVENTS FOR FISCAL YEAR 2025-2027*

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 18 of 27
ATTACHMENT C: HHW SCHEDULE OF PERMANENT & TEMPORARY
COLLECTION EVENTS FOR FISCAL YEAR 2025-2027* (Continued) *SUBJECT TO CHANGE
2025/Month Day Date Location Type of Event County Holidays/ Notes January Wed 1 No Event No Event NEW YEAR'S
Thurs,Fri, Sat 2,3,4 San Martin Permanent
Thurs,Fri,Sat 2,3,4 San Jose Permanent
Thurs,Fri 9,10 San Jose Permanent
Saturday 11 Sunnyvale Temporary TBD
Thurs,Fri,Sat 16,17,18 San Jose Permanent
Thurs,Fri 23,24 San Jose Permanent
Saturday 25 Santa Clara Temporary TBD
Thurs,Fri 30,31 San Jose Permanent
February Sat 1 San Jose Permanent
Thurs,Fri, Sat 6,7,8 San Martin Permanent
Thurs,Fri,Sat 6,7,8 San Jose Permanent
Thurs,Fri,Sat 13,14,15 San Jose Permanent
Thurs,Fri,Sat 20,21,22 San Jose Permanent
Thurs,Fri 27,28 San Jose Permanent
March Sat 1 San Jose Permanent
Thurs,Fri, Sat 6,7,8 San Martin Permanent
Thurs,Fri,Sat 6,7,8 San Jose Permanent
Thurs,Fri,Sat 13,14,15 San Jose Permanent
Thurs,Fri,Sat 20,21,22 San Jose Permanent
Thurs,Fri,Sat 27,28,29 San Jose Permanent
April Thurs,Fri,Sat 3,4,5 San Jose Permanent
Thurs,Fri, Sat 3,4,5 San Martin Permanent
Thurs,Fri 10,11 San Jose Permanent
Saturday 12 Los Altos Temporary TBD
Thurs,Fri 17,18 San Jose Permanent
Saturday 19 Sunnyvale Temporary TBD
Thurs,Fri 24,25 San Jose Permanent
Saturday 26 Santa Clara Temporary TBD
May Thurs,Fri,Sat 1,2,3 San Jose Permanent
Thurs,Fri, Sat 1,2,3 San Martin Permanent
Thurs,Fri,Sat 8,9,10 San Jose Permanent
Thurs,Fri,Sat 15,16,17 San Jose Permanent
Thurs,Fri 22,23 San Jose Permanent
Saturday 24 No Event No Event MEMORIAL DAY WEEKEND
Thurs,Fri,Sat 29,30,31 San Jose Permanent
June Thurs,Fri, Sat 5,6,7 San Martin Permanent
Thurs,Fri,Sat 5,6,7 San Jose Permanent
Thurs,Fri 12,13 San Jose Permanent
Saturday 14 Milpitas Temporary TBD
Thurs, Fri,Sat 19,20,21 San Jose Permanent
Thurs,Fri,Sat 26,27,28 San Jose Permanent

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 19 of 27
ATTACHMENT D:

COUNTY HOUSEHOLD HAZARDOUS WASTE

EMERGENCY COLLECTION PLAN

1. PURPOSE
The purpose of the Household Hazardous Waste Emergency Collection Plan is to minimize potential public health and safety impacts, as well as to minimize costs and confusion during an emergency or disaster. This Attachment describes the services the County can provide and the responsibilities of each party for the collection of household hazardous wastes (HHW) in response to an emergency as defined by the local jurisdiction.

Jurisdictions should contact local emergency agencies, the Governor's Office of Emergency Services (OES), and California Department of Toxic Substances Control (DTSC) for more specific information on hazardous materials emergency response.

2. Timing of HHW
While it is important to have special collection opportunities for disaster-related HHW as soon as possible to avoid illegal disposal or harm to people and/or the environment, having an event or service too soon after a disaster may result in low participation. Sufficient public notification, assessment and monitoring of the disaster and cleanup process by the designated City HHW Coordinator(s) is essential.

3. Public Information/Notification:

Cities should be prepared to provide the public with information related to the problems associated with HHW along with information about special collection events and services. Upon the decision to hold an emergency collection event, it is the City’s responsibility to prepare and deliver the necessary public outreach to notify the public of an upcoming event. A City’s public outreach program should evaluate all forms of media including: newspaper ads, posters, flyers, press releases, banners, door-to-door notices, roadside signs, signs on dumpsters, radio public service announcements, social media outlets and television public access stations. Be aware of communities where multiple language outreach efforts will be necessary.

4. State HHW Collection Permits
DTSC is responsible for issuing the necessary state permits for HHW collection facilities. During an emergency, the County will obtain the necessary emergency permit for special collection of household hazardous waste from DTSC through their expedited approval process.

5. Collection Events
Temporary collection events can be set-up at various sites including parking lots, city maintenance yards, within neighborhoods needing service, and at landfills or a centralized

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 20 of 27
location to service larger segments of the population. Waste collected will be transported with a transportation vehicle provided by the HHW Program. In addition, events can be scheduled at the two existing Countywide Household Hazardous Waste Collection Facilities (CoHHWCF).

The following options are available to each participating City.

Neighborhood Drop-off Events: The County is able to provide localized service to specific areas in need of household hazardous waste collection services. The County will work with City Solid Waste Coordinators to conduct coordinated efforts to residents in the affected area. After a specific event, waste will be transported by County staff or a hazardous waste contractor to an appropriate facility.

Mobile HHW Event: The County conducts Household Hazardous Waste Collection Event (Events) at various sites located in Santa Clara County throughout the year. Events will be expanded to give priority to disaster victims when requested by the City. The County shall obtain all necessary permits and licenses required for the events and shall provide and/or contract for the services of properly trained personnel and hazardous waste haulers. The County shall also provide or secure suitable equipment and supplies to properly receive, package, label, haul, recycle and dispose of the household hazardous wastes collected at events.

CoHHWCF: The County operates two permitted HHW collection facilities for the collection and storage of HHW. The County shall provide or contract for services, equipment, and supplies to properly receive, package, label, haul, recycle and dispose of wastes collected at the CoHHWCF.

The CoHHWCF are located at:

San Martin, 13055 Murphy Ave, San Martin, CA 95046
San Jose, 1608 Las Plumas, San Jose, CA 95133

6. Costs, Documentation, and Reimbursements
Cities will be billed on a cost recovery basis. Costs of emergency events will be tracked and billed separately. Emergency funding applications pending from the State or Federal government for reimbursements in no way relieves the City of responsibility to make timely payment to the County in accordance with the terms of the AGENCY AGREEMENT FOR COUNTYWIDE HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM.

The County agrees to provide the City with a detailed accounting of services provided for an emergency collection. Documentation will track the time and materials of staff, outside contractor expenses, and quantities and types of waste collected to demonstrate that the wastes were generated above and beyond existing collection programs.

Services to businesses will be provided on a cost recovery basis and according to Section 12 of the

AGENCY AGREEMENT FOR COUNTYWIDE HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM, which includes program administration, on-site collection, transportation, and disposal costs. The County will assume responsibility for collecting fees from participating businesses.

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 21 of 27

7. State and Federal Assistance and Funds
It is the City’s responsibility to pursue reimbursement from State or Federal agencies.

California Governor’s Office of Emergency Services (Cal OES) Cal OES is responsible for requesting assistan is declared a state disaster area, and the local jurisdiction deems that the needs of the disaster response are beyond ce on behalf of local jurisdictions for resources beyond the capability of the jurisdiction. State assistance may include assistance available from State, Federal, or private sources. If a local jurisdiction its capabilities, then the local jurisdiction can request assistance and reimbursement of costs from Cal OES.

Follow Standardized Emergency Management System (SEMS)
All requests and emergency responses must be in accordance with the SEMS. DTSC may have funding available for hazardous waste response and collection.

Federal Assistance
If a state disaster area is declared a federal disaster, then federal funding assistance may be available through the Cal OES. Funding and assistance may be available from Federal agencies such as FEMA and the USEPA.

Damage estimates: The city should provide to the Cal OES estimates of damages and a "scope of work requested." It is recommended that the local HHW coordinator meet ahead of time with local emergency agencies or Cal OES contacts regarding the proper procedures and wording of requests for assistance.

Funding Process: The funding process may vary depending on the unique circumstances of the disaster. The process can either be the traditional FEMA reimbursement process, or by direct assistance from USEPA.

REFERENCES
California Integrated Waste Management Board, Integrated Waste Management Disaster Plan:

Guidance for local government on disaster debris management, January 1997.

Emergency Planning Contacts and Personnel
Primary County Contact: County of Santa Clara
Consumer and Environmental Protection Agency
Household Hazardous Waste Program
ATTN: Hazardous Materials Program Manager
(408)-918-1967
For Non-Emergency after-hours, contact County Communications at: (408) 977-3220

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 22 of 27
Responsibility: Coordinate and establish proper collection and disposal methods for household hazardous waste. Assess the need for HHW and VSQG services in consultation with the City and other operations.

Cal OES Public Safety Communications Main Office
601 Sequoia Pacific Boulevard
Sacramento, CA 95811
(916) 894-5209
Cal OES
3650 Schriever Avenue
Mather, CA 95655-4203
(916) 845-8510
CHEMTREC Emergency number, (800) 424-9300
-8200
Chemtrec is a public service established by the Chemical Manufacturers Association. The Center was developed as a resource for obtaining immediate emergency response information to mitigate accidental chemical releases, and as a means for emergency responders to obtain technical assistance from chemical industry product safety specialists, emergency response coordinators, toxicologists, physicians, and other industry experts to safely mitigate incidents involving chemicals.

ITEM NO. 16.

ATTACHMENT E
Agreement for Countywide Household
Hazardous Waste Collection Program Page 23 of 27

EXHIBIT E

INSURANCE REQUIREMENTS FOR

ENVIRONMENTAL SERVICES

CONTRACTS
(Hazardous Waste Disposal, Remediation Services, Environmental Consulting, etc.) Indemnity
The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any third party claim, liability, loss, injury or damage to the extent arising out of, or in connection with, performance of this AGREEMENT by Contractor and/or its agents or employees, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this AGREEMENT to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this AGREEMENT and does not prevail in that contest.

Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this AGREEMENT, or as may be further required herein, the following insurance coverages and provisions:

A. Evidence of Coverage
Prior to commencement of this AGREEMENT, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the AGREEMENT until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor.

B. Qualifying Insurers
All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.

ITEM NO. 16.

ATTACHMENT E
Agreement for Countywide Household
Hazardous Waste Collection Program Page 24 of 27
Exhibit E (Continued)
C. Notice of Cancellation
Should any of the requested policies be cancelled before the expiration date, notice will be provided in accordance with policy provisions.

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000

2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Additional Insured Endorsement, (Commercial General Liability Additional Insured provided pursuant to Additional Insured Endorsement #1), which shall read:
“County of Santa Clara, and members of the Board of
Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara,
individually and collectively, as additional insureds provided pursuant to Additional Insured Endorsement Form #1.”
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided

ITEM NO. 16.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 25 of 27
Exhibit E (Continued)
under this policy. Public Entities may also be added to the Additional Insured Endorsement Form #1 as applicable by way of insurance addendum, and the contractor shall be notified by the contracting department of these requirements.

4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. Coverage shall include Environmental Impairment Liability Endorsement MCS90 for contracts requiring the transportation of hazardous materials/wastes.

5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

6. Contractors Pollution Liability Insurance
Coverage shall provide a minimum of not less than five million dollars ($5,000,000) per occurrence and aggregate for bodily injury, personal injury, property damage and cleanup costs both on and offsite.

7. Professional Errors and Omissions Liability Insurance (required for contractors providing professional services, such as through a professional engineer, registered geologist, etc.)
a. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim/aggregate.
b. If coverage contains a deductible or self-retention, it shall be reviewed and approved by the County’s Insurance Manager prior to contract execution.
c. Coverage as required herein shall be maintained for a minimum of two years following termination or completion of this AGREEMENT.

ITEM NO. 16.

ATTACHMENT E
Agreement for Countywide Household
Hazardous Waste Collection Program Page 26 of 27
Exhibit E (Continued)

8. Claims Made Coverage
If coverage is written on a claims made basis, the Certificate of Insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that:
a. Policy retroactive date coincides with or precedes the Consultant's start of work (including subsequent policies purchased as renewals or replacements).
b. Policy allows for reporting of circumstances or incidents that might give rise to future claims. If coverage terminated Run-Off (Tail) coverage will be purchased for three (3) years following termination.

E. Special Provisions
The following provisions shall apply to this AGREEMENT:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this AGREEMENT, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this AGREEMENT may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this AGREEMENT. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

3. Should any of the work under this AGREEMENT be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages.

4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above.

ITEM NO. 16.

ATTACHMENT E
Agreement for Countywide Household
Hazardous Waste Collection Program Page 27 of 27
Exhibit E (Continued)
F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments)
Before receiving compensation under this AGREEMENT, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this AGREEMENT, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this AGREEMENT, at the option of County.

ITEM NO. 16.

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: 06/17/2025
ITEM NO: 17
DATE: June 12, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution Supporting the Allocation of $2,468,786 of the Transportation Development Act Article 3 (TDA3) Funds for the Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803); Authorize the Associated Revenue and Expenditure Budget Adjustments; and Authorize Revenue and Expenditure Adjustments of $244 from the Traffic Mitigation Fund
RECOMMENDATION:

Staff recommends that the Town Council take the following actions for the Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803):
a. Adopt a Resolution Supporting the Allocation of $2,468,786 from the Transportation Development Act Article 3 (TDA3) Funding Program for Project Construction; and b. Authorize Revenue and Expenditure Budget increases in the amount of $2,468,786 to recognize the receipt and the spending of the TDA3 funding for FY 2025-26; and c. Authorize Revenue and Expenditure budget increases in the amount of $244 from the Traffic Mitigation fund for previously incurred project expenditures.

STRATEGIC PRIORITIES:

This action supports the Core Goals of Fiscal Stability and Quality Public Infrastructure. The use of grant funds for public works construction reduces the burden on the Town’s limited general fund resources. The project will provide a safe bicycle and pedestrian friendly route to cross Highway 17.

FISCAL IMPACT:

In relation to the Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803), staff recommends adopting a resolution authorizing the receipt of $2,468,786 from the

ITEM NO. 17.

PAGE 2 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 12, 2025
Transportation Development Act Article 3 (TDA3) Funding Program to support future project construction. The action includes the associated revenue budget adjustments in the amount of $2,468,786 to recognize the receipt of the TDA3 funding. This funding will be held in reserve until the remaining construction funds are secured. Additionally, staff recommends revenue and expenditure budget increases in the amount of $244 from the Traffic Mitigation fund for previously incurred project expenditures.

BACKGROUND:

The Highway 17 Bicycle and Pedestrian Overcrossing Project started in FY2019-20 and is the highest priority project in the Town’s adopted Bicycle and Pedestrian Master Plan (BPMP). The project improves bicycle and pedestrian mobility, encourages active transportation, closes a major gap in the Town’s bicycle network, and enhances safety for all modes of travel on Blossom Hill Road, a high-volume transportation corridor and route to school for the Town, between Roberts Road West and Roberts Road East.

The project design is being led by the Town with significant funding support from the 2016 Santa Clara Countywide Measure B Program administered by the Valley Transportation Authority (VTA) and design oversight by Caltrans for the portion of the project within Caltrans’ Highway 17 right of way. The project design was fully funded through a combination of the 2016 Measure B grant, plus Town Traffic Mitigation and General Fund Appropriate Reserve funding for local matching to the grants. Design completion is expected in the first quarter of 2026.

The project design includes:

1. A new 20-foot wide bicycle/pedestrian bridge over Highway 17 south of the existing Blossom Hill Road overcrossing;

2. Pathways on the east and west sides of the new bridge to provide access between Roberts Road West and Roberts Road East;

3. Safety enhancements to the Roberts Road East and West intersections at Blossom Hill Road; and

4. Modifications to the existing vehicle and bicycle lane configurations and pedestrian facilities on Blossom Hill Road.

The Transportation Development Act provides funding dedicated specifically for pedestrian and bicycle facilities. The funding is managed through the nine-county Metropolitan Transportation Commission (MTC) which oversees the management of funds. In Santa Clara County the VTA manages and distributes the funding on behalf of MTC.

DISCUSSION:

Recently, staff has begun working to obtain the construction funding needed to complete the

ITEM NO. 17.

PAGE 3 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 12, 2025
project. The project is currently ranked sixth countywide in VTA’s 2016 Measure B Bicycle and Pedestrian Capital Projects Ten-Year Fiscally Constrained Priority List and is currently the highest ranked remaining project on the list, indicating funding for the project is a VTA priority.

Staff submitted a request in April 2025 to VTA for $2,468,786 in TDA3 funds for project construction. The available funding has been specifically allocated by the VTA Board to highpriority projects already in receipt of Measure B funding. VTA notified Town staff that they intend to recommend awarding the TDA3 funding towards the construction of the project. As a condition of award, the Town is required to adopt the attached resolution supporting the project. The resolution including the Town’s request is shown in Attachment 1.

Based on the current construction cost estimate, with the TDA3 construction funding the project needs an estimated additional $22M to fully fund construction. Staff will be applying for $9.9 million in funding from the Federal Safe Streets For All grant program in June 2025 and is planning to apply for the One Bay Area Grant (OBAG) call for projects anticipated in 2026 and Measure B call for projects anticipated in 2029. Through these various programs staff is confident construction funding can be secured within the next three to five years. The TDA3 agreement states the funds are intended for use by June 30, 2028. If extensions for the TDA3 grant funding agreement are needed staff will seek those. Given that this project is a high priority with regard to VTA funding staff is confident the extensions will be granted.

If the Town were to not move forward with the project construction the TDA3 funding received with this action would be returned to MTC for their use in accordance with the program guidelines.

The following table summarizes the current funding status for the project, including the recommended TDA3 funding for construction:

ITEM NO. 17.

PAGE 4 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 12, 2025
During 2025-26 budget discussions with the Finance Commission, this project was the subject of some discussion centering around the fiscal prudence of continuing progress on this project when funding sources are yet available to fund the substantial construction cost. Staff reported that the significant portion of allocated existing funding has been expended in the lead up to seeking construction funding. The Town is not obligated to continue to fund this project with General Fund resources if additional transportation funding does not materialize. Further, by accepting this funding, the Town can return it if construction funding does not materialize with such return not resulting in the Town being placed in bad standing with the funding agency.

Thus, given the resource commitment so far as well as the focus on complete and safe streets, it is reasonable not to eliminate this project from consideration and forego the funding.

Budget
Existing Appropriations $ 4,457,880
Additional Appropriation (recommended with this staff report) $ 2,468,786 Additional Appropriation (recommended with this staff report) $ 244 Subtotal $6,926,910
Expenditures including Encumbrances
Expenditures to date
Construction Contract - BKF Engineers $ 234,000
Construction Contract with Amendments - BKF Engineers $ 3,087,735 Coop Agreement - State of CA $ 135,000
Staffing Costs $ 89,355
Other Project Costs $ 3,405
Expenditures (recommended with this staff report)
Grant Funded Project Costs $ 2,468,786
Planned Expenditures
Construction Contract - Advanced Mobility Group $ 42,805 Independent Structural Review - Biggs Cardosa and Associates $ 50,000 Design Contingency $ 169,460
Staffing Costs $ 126,633
Subtotal $ 6,407,179
Balance $ 519,731
Highway 17 Bicycle and Pedestrian Overcrosing Project
CIP No. 818-0803

ITEM NO. 17.

PAGE 5 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 12, 2025
CONCLUSION:

The recommended actions support the allocation of $2,468,786 in TDA3 funds by the Metropolitan Transportation Commission toward the construction of the Highway 17 Bicycle and Pedestrian Overcrossing Project. Approval of the resolution and associated budget adjustments will enable the Town to receive and account for the funds in compliance with program requirements.

COORDINATION:

This report has been coordinated with the Finance Department, the Town Attorney’s office, and with VTA staff.

ENVIRONMENTAL ASSESSMENT:

The Town is the lead agency under CEQA. This is a project as defined under CEQA but is statutorily exempt under Section 21080.25. A Notice of Exemption has been filed. Caltrans is the lead agency under NEPA. The project is exempt from NEPA under 23 CFR 771.117(c):
activity (c)(3).

Attachments:

1. Resolution allocating TDA3 Funding via the Metropolitan Transportation Commission

ITEM NO. 17.
1 of 16
Resolution 2025 June 17, 2025
RESOLUTION 2025

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS WHEREAS, Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists; and WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No. 4108, Revised, entitled “Transportation Development Act, Article 3, Pedestrian/Bicycle Projects,” which delineates procedures and criteria for submission of requests for the allocation of “TDA Article 3” funding; and WHEREAS, MTC Resolution No. 4108, Revised requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and
WHEREAS, the Town of Los Gatos desires to submit a request to MTC for the allocation of TDA Article 3 funds to support the projects described in Attachment B to this resolution, which are for the exclusive benefit and/or use of pedestrians and/or bicyclists; now, therefore, be it RESOLVED, that the Town of Los Gatos declares it is eligible to request an allocation of TDA Article 3 funds pursuant to Section 99234 of the Public Utilities Code, and furthermore, that the Town of Los Gatos attests to the accuracy of and approves the statements in Attachment A to this resolution; and furthermore, that a certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, or county association of governments, as the case may be, of the County of Santa Clara for submission to MTC as part of the countywide coordinated TDA Article 3 claim.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 17th day of June 2025 by the following vote:

ATTACHMENT 1

ITEM NO. 17.
2 of 16
Resolution 2025 June 17, 2025
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. 17.
3 of 16
Resolution 2025 June 17, 2025
Attachment A
Re: Request to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 2025/26 Transportation Development Act Article 3 Pedestrian/Bicycle Project Funding Findings

1. That the Town of Los Gatos is not legally impeded from submitting a request to the Metropolitan Transportation Commission for the allocation of Transportation Development Act (TDA) Article 3 funds, nor is the Town of Los Gatos legally impeded from undertaking the project(s) described in “Attachment B” of this resolution.

2. That the Town of Los Gatos has committed adequate staffing resources to complete the project(s) described in Attachment B.

3. A review of the project(s) described in Attachment B has resulted in the consideration of all pertinent matters, including those related to environmental and right-of-way permits and clearances, attendant to the successful completion of the project(s).

4. Issues attendant to securing environmental and right-of-way permits and clearances for the projects described in Attachment B have been reviewed and will be concluded in a manner and on a schedule that will not jeopardize the deadline for the use of the TDA funds being requested.

5. That the project(s) described in Attachment B comply with the requirements of the California Environmental Quality Act (CEQA, Public Resources Code Sections 21000 et seq.).

6. That as portrayed in the budgetary description(s) of the project(s) in Attachment B, the sources of funding other than TDA will be diligently pursued.

7. That the project(s) described in Attachment B are for capital construction and/or final design and engineering or quick build project; and/or for the maintenance of a Class I bikeway which is closed to motorized traffic and/or Class IV separated bikeway; and/or for the purposes of restriping Class II bicycle lanes; and/or for the development or support of a bicycle safety education program; and/or for the development of a comprehensive bicycle and/or pedestrian facilities plan, and an allocation of TDA Article 3 funding for such a plan has not been received by the Town of Los Gatos within the prior five fiscal years.

8. That the project(s) described in Attachment B which are bicycle projects have been included in a detailed bicycle circulation element included in an adopted general plan, or included in an adopted comprehensive bikeway plan (such as outlined in Section 2377 of the California Bikeways Act, Streets and Highways Code section 2370 et seq.) or responds to an immediate community need, such as a quick-build project.

9. That any project described in Attachment B bicycle project meets the mandatory minimum safety design criteria published in the California Highway Design Manual or is in a National Association of City and Transportation Officials (NACTO) guidance or similar best practices document.

ITEM NO. 17.
4 of 16
Resolution 2025 June 17, 2025

10. That the project(s) described in Attachment B will be completed in the allocated time (fiscal year of allocation plus two additional fiscal years).

11. That the Town of Los Gatos agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment B, for the benefit of and use by the public.

ITEM NO. 17.
5 of 16
Resolution 2025 June 17, 2025
Resolution No. page of
Attachment B
TDA Article 3 Project Application Form

1. Agency Town of Los Gatos

2. Primary Contact Nicolle Burnham, Public Works Director

3. Mailing Address 41 Miles Ave, Los Gatos, CA 95030

4. Email Address [email protected] 5. Phone Number 408-399-5771

6. Secondary Contact (in
the event primary is
not available)
Sean Rose

7. Mailing address (if
different) N/A☐

8. Email Address [email protected] 9. Phone Number 408-827-3552

10. Send allocation
instructions to (if
different from above):

11. Project Title Bicycle and Pedestrian Overcrossing over Highway 17

12. Amount requested $2,468,786 13. Fiscal Year of
Claim
FY 2025/26

14. Description of Overall Project:

15. Project Scope Proposed for Funding: (Project level environmental, preliminary planning, and ROW are ineligible uses of TDA funds.)

16. Project Location: A map of the project location is attached or a link to a online map of the project location is provided below:

Project Relation to Regional Policies (for information only)

17. Is the project in an Equity Priority Community? Yes☐ No☒ (Please see attached Location Map and Project Information Sign) The project will construct a dedicated 20-foot wide bicycle and pedestrian bridge over Highway 17 along Blossom Hill Road in Los Gatos, along with approximately 1300 linear feet of exclusive bicycle and pedestrian pathways parallel to the existing Blossom Hill Road vehicle overcrossing.

The requested funding would be used exclusively for project construction.

ITEM NO. 17.
6 of 16
Resolution 2025 June 17, 2025

18. Is this project in a Priority Development Area or a Transit-Oriented Community? Yes☒ No☐

19. Project Budget and Schedule
Project
Phase
TDA 3 Other Funds Total Cost
Estimated Completion
(month/year)
Bike/Ped
Plan
250,000 250,000 Complete March 2022
ENV 750,000 750,000 December 2024
PA&ED 1,250,000 1,250,000 December 2024
PS&E 1,500,000 1,500,000 December 2025
ROW
CON 2,468,786 19,531,214 22,000,000 June 2028
Total Cost 2,468,786 23,281,214 25,750,000
Project Eligibility
A. Has the project been reviewed by the Bicycle and Pedestrian Advisory Committee? Yes☒ No☐ If “YES,” identify the date and provide a copy or link to the agenda.

September 1, 2020. Link to staff report:
https://losgatos-ca.municodemeetings.com/bc-citycouncil/page/council-meeting-48. (Please see Consent Item 2. As noted in Attachment 1 of the Item, in the Adopted BPMP the project is identified as the #1 ranked priority project in the BPMP (“Connect Los Gatos” suite of projects)
If "NO," provide an explanation).

B. Has the project been approved by the claimant's governing body? Yes☒ No☐ If "NO," provide expected date:

C. Has this project previously received TDA Article 3 funding? Yes☐ No☒ (If "YES," provide an explanation on a separate page)
D. For "bikeways," does the project meet Caltrans minimum safety design criteria Yes☒ No☐ pursuant to Chapter 1000 of the California Highway Design Manual? E. 1. Is the project categorically exempt from CEQA, pursuant to CCR Section 15301(c), Yes☐ No☒ Existing Facility?

2. If “NO” above, is the project is exempt from CEQA for another reason? Yes☒ No☐ Cite the basis for the exemption. Pedestrian and Bicycle Facility N/A☐ If the project is not exempt, please check “NO,” and provide environmental documentation, as appropriate.

ITEM NO. 17.
7 of 16
Resolution 2025 June 17, 2025
F. Estimated Completion Date of project (month and year): June 2028 G. Have provisions been made by the claimant to maintain the project or facility, or has Yes☒ No☐ the claimant arranged for such maintenance by another agency? (If an agency other than the Claimant is to maintain the facility, please identify below and provide the agreement.

H. Is a Complete Streets Checklist required for this project ? Yes☒ No☐ If the amount requested is over $250,000 or if the total project phase or construction phase is over $250,000, a Complete Streets checklist is likely required. Please attach the Complete Streets checklist or record of review, as applicable. More information and the form may be found here:
https://mtc.ca.gov/planning/transportation/complete-streets (Please see attached MTC Complete Streets Checklist)
Attachments List

1. Location Map and Project Information Sign

2. Complete Streets Checklist

ITEM NO. 17.
8 of 16
Resolution 2025 June 17, 2025

LOS GATOS

HIGH SCHOOL

VAN METER

ELEMENTARY
SCHOOL
RAYMOND J. FISHER

MIDDLE SCHOOL

DOWNTOWN

LOS GATOS

TOWN OF LOS GATOS
HIGHWAY 17 BICYCLE AND PEDESTRIAN BRIDGE PROJECT PROJECT LOCATION MAP

VASONA LAKE

COUNTY PARK

ITEM NO. 17.
9 of 16
Resolution 2025 June 17, 2025

2021
2022
2023
2024
2025
2026
2027
2028
For additional project information, Implementing Agency: The Town of Los Gatos please scan the QR code or visit: Contact: Sean Rose, Special Projects Manager

Phase 1:

Caltrans Project Initiation Document
Phase 2:

Preliminary Engineering & Environmental Review
Phase 3:

Final Design - Plans, Specifications, and Estimates
Phase 4:

Construction (Pending Funding Approval)

Improves bicycle and pedestrian
mobility across Highway 17
Provides a Safe Route to School
Promotes bicy ling and walking
Reduces trafic congestion and
greenhouse gas emissions by
reducing vehicular trafic demand

ITEM NO. 17.
10 of 16
Resolution 2025 June 17, 2025
cyling and walking
Michelle Quinney, Special Projects Manager,
www.LosGatosCA.gov/Hwy17BPOC
[email protected]
Lead Consultant: BKF Engineers

ITEM NO. 17.
11 of 16
Resolution 2025 June 17, 2025
Contact Name Sean Rose
Email Address [email protected]
Contact Phone Number 408-827-3552
City/Jurisdiction/Agency (If
your option is not listed,
select "Other")
Los Gatos
County Santa Clara
Is your project seeking
regional discretionary
funds or an
endorsement?
Regional discretionary funding
Please include the name of
the regional discretionary
funding program that this
project is seeking.

Active Transportation Program Cycle 7
Project Name/Title Highway 17 Bicycle & Pedestrian Overcrossing Project Area/ Location Blossom Hill Road, Los Gatos, CA Project Area Map (Attach
if applicable) Please save
the file with the project
name and the jurisdiction
submitting checklist.

Add the name of the file
being uploaded below.

Then Click Here to upload
your file.

Project Description (2000
character limit). You may
also attach additional
project documents, cross
sections, plan views or
other supporting
materials.

Highway_17_Bicycle_&_Pedestrian_OvercrossingTown_of_Los_Gatos-Project_Area_Map.pdf The Highway 17 Bicycle and Pedestrian Overcrossing Project proposed to build a separate bicycle and pedestrian bridge over Highway 17, just south of the existing Blossom Hill Overcrossing in the Town of Los Gatos. The bridge will improve connectivity, provide safe public access, and promote active transportation by moving bicyclists and pedestrians off the existing narrow Blossom Hill Overcrossing onto a separated pathway. The proposed bridge will be approximately 200 feet long and connect to an approximately 1,260-foot long Class I multi-use bicycle and pedestrian pathway that will connect the bridge to existing bicycle and pedestrian facilities along Blossom Hill Road at the intersections of Roberts Road (West) and Roberts Road (East), located on the wester and eastern sides of Highway 17.

ITEM NO. 17.
12 of 16
Resolution 2025 June 17, 2025
Please choose the
project phase(s). ENV
Project Supporting
Material (Upload if
applicable) Please save
the file with the project
name and the jurisdiction
submitting checklist. Add
the name of the file being
uploaded below. Then
Click Here to upload your
file.

Highway_17_Bicycle_&_Pedestrian_OvercrossingTown_of_Los_Gatos-Geometric_Approval_Drawings.pdf Do you think your
project qualifies for a No
Statement of Exception?
Topic: Bicycle, Pedestrian and Transit Planning
Does the project
implement relevant
plans, or other locally
adopted
recommendations?
Yes
Please provide details
on plan
recommendations
affecting the project
area, if any, with Plan
adoption date. If the
project is inconsistent
with adopted plans,
please provide
explanation.

The 2021 Caltrans District 4 Pedestrian Plan identifies and prioritize pedestrian needs on and across the Bay Area’s State Transportation Network. This Plan furthers the 2017 California State Bicycle and Pedestrian Plan, toward an Active California, and will guide District 4 and its partners to develop an integrated pedestrian network that supports walking and improves connectivity. The Pedestrian Plan Identified bicycle and/or pedestrian crossing needs across State Route 17 within the Town of Los Gatos.

The Pedestrian Master Plan was adopted in February 2017 and approved by the Town’s Complete Streets and Transportation Commission in August 2020. The plan identifies goals in the area of activity, safety, infrastructure and design, connectivity and accessibility. The Master Plan identifies Blossom Hill Road as an important route on the Town’s Backbone Bikeway Network and is located on a designated School Walking Route. The plan highlighted the development of a protected bicycle lane network encompassing portions of Blossom Hill Road and Roberts Road and the
construction of a new bike/pedestrian bridge across Highway 17 to connect East and West Los Gatos as “high priority bike
recommendations.”
Does the project area
contain segments of the
regional Active
Transportation (AT)
Yes

ITEM NO. 17.
13 of 16
Resolution 2025 June 17, 2025
Network? [See MTC's AT Network
map here]
If yes, describe the how
project adheres to the
National Association of
City Transportation
Official's (NATCO's)
"Designing for All Ages &
Abilities Contextual
Guidance for HighComfort Bicycle
Facilities" and/or the
Architectural and
Transportation Barriers
Compliance Board's
"Accessibility Guidelines
for Pedestrian Facilities
in the Public Right-ofWay."
The existing Blossom Hill Road Overcrossing has inadequate sidewalk width and discontinuous bicycle facilities, creating an unsafe environment for both bicyclists and pedestrians.

Students and residents frequently use these facilities due to the project's proximity to Vasona County Park and Raymond J. Fisher Middle School. During peak hours, bicyclists and pedestrians are forced to share the limited space and often resort to using the roadway to travel along Blossom Hill Road. The project aims to enhance accessibility and safety for bicyclists and pedestrians by constructing a separate bicycle and pedestrian overcrossing that connects to a new Class I pathway along Blossom Hill Road.

Is the the project on a
known High Injury
Network (HIN) or has a
local traffic safety
analysis found a high
incidence of bicyclist/
pedestrian-involved
crashes within the
project area?
Yes
Please summarize the
traffic safety conditions
and describe the project’s
traffic safety measures.

The Bay Area Vision Zero
System may be a helpful
resource.

The current traffic safety conditions on the Blossom Hill Overcrossing are poor due to the lack of bike lanes and narrow sidewalks. These deficiencies create hazardous conditions, forcing non-motorized users to share the narrow sidewalks with high volumes of accelerating vehicular traffic. The project will foster safer streets through protected intersection improvements and creating connectivity within the Town's bicycle and pedestrian facilities.

These enhancements will support the Bay Area Vision Zero System plan by reducing the risk of incidents between vehicles and nonmotorized users.

Does the the project seek
to improve conditions for
people biking, walking
and/or rolling? If the
project includes a
bikeway, was a Level of
Traffic Stress (LTS), or
similar user experience
analysis conducted?
Yes

ITEM NO. 17.
14 of 16
Resolution 2025 June 17, 2025
Describe how project
seeks to provide lowstress transportation
facilities or reduce a
facility’s LTS.
a new overcrossing structure and Class I pathway. Furthermore, the protected intersection improvements at the intersections of Roberts Road (West) and Roberts Road (East) will promote a low-stress riding and walking environment for both bicyclists and pedestrians navigating through these intersections.

A. Are there existing
public transit facilities No (stop or station) in the
project area?
B.Have all potentially
affected transit
agencies had the
opportunity to review No this project? If yes,
please save the email from
transit operator(s) below.

Please save the file with
the project name and the
jurisdiction submitting
checklist.

Add the name of the file
being uploaded below.

Then Click Here to upload
your file.

N/A
C: Is there a MTC
Mobility Hub (map) No
within the project area?
If yes, please describe
outreach to mobility
providers, and the
project’s Hub- supportive
elements.

Please view the Mobility
Hubs Playbook Play 1.

N/A
If applicable, please
describe the pedestrian
focused improvements
and cite the design
standards used (links to
standards are not
needed).

Pedestrian focused improvements include a new overcrossing structure, raised sidewalks, protected intersections, curb extensions, high visibility crosswalks, ADA curb ramps, and leading pedestrian intervals. The design standards used include the Caltrans Highway Design Manual, 2023 Caltrans Standard Plans and Specifications, California MUTCD, ADA Design Standards, NACTO Design
Guidelines, Town of Los Gatos Street Design Standards, and AASTHO Planning, Design, and Operation of Pedestrian Facilities.

ITEM NO. 17.
15 of 16
Resolution 2025 June 17, 2025
If applicable, please
provide the class
designation for bikeways
included in the project
and cite the design
standards used.

The project proposes a Class I bikeway from the intersection of Roberts Road (West) & Blossom Hill Road to the intersection of Roberts Road (East) & Blossom Hill Road. The design standards and guidelines used include the Caltrans Highway Design Manual, 2023 Caltrans Standard Plans and Specifications, California MUTCD, ADA Design Standards, NACTO Design Guidelines,
Town of Los Gatos Street Design Standards, and AASTHO Guide for Development of Bicycle Facilities.

Will the project improve
active transportation in
an Equity Priority No
Community (EPC)?
Please list census tracts
that are designated as
EPCs and affected by this
project.

N/A
Has a local (city is
preferred and county is an
option) Bicycle and
Pedestrian Advisory
Commission (BPAC)
reviewed this Checklist?
The Checklist will begin
MTC review once the
BPAC meeting has
occurred.

The submission of this checklist will be reviewed by the BPAC. This option exists to use this CS Checklist submission (pdf emailed to you) for the BPAC review.

Please provide the
meeting date(s). BPAC
meeting date should
occur before the grant
funding request
application or
endorsement is
submitted.

August 12, 2021
Please provide a
summary of meeting
comments. If meeting
date hasn't occurred yet,
please share BPAC
meeting comments here.

The Complete Streets and Transportation Commission has
reviewed and is in support of the project's improvements. As the project moves forwards into the final engineering stages, updates will be provided to the CSTC.

Compliance and Exemption

ITEM NO. 17.
16 of 16
Resolution 2025 June 17, 2025
Please check below if Yes.

If no, complete the
Statement of Exception. If
Yes, this Checklist is
complete and the rest of
the form can be skipped.

If No, please fill out the
Statement of Exception
section.

Has a local (city or county)
Bicycle and Pedestrian
Advisory Commission
(BPAC) reviewed this
Checklist?
The CS Checklist will
begin review once the
BPAC meeting notes are
included in this form.

Yes.

The Checklist is being submitted to send to the BPAC for review.

ITEM NO. 17.

PREPARED BY: Name: Tania Maheu
Title: Administrative Analyst
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: 06/17/2025
ITEM NO: 18
DATE: June 12, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement for Consultant Services with Project Sentinel for Tenant/Landlord Rental Dispute Resolution Services in an Amount Not to Exceed $35,700 Annually for a Total Amount of $178,500 Over the Five-Year Term of the Agreement.

RECOMMENDATION:

Authorize the Town Manager to execute an Agreement for Consultant Services with Project Sentinel for tenant/landlord rental dispute resolution services in an amount not to exceed $35,700 annually for a total not to exceed amount of $178,500 over the five-year term of the agreement.

STRATEGIC PRIORITIES:

This project supports the Core Goal of Civic Engagement. Through the provision of rental dispute resolution, Project Sentinel delivers stability and support to renters and landlords.

FISCAL IMPACT:

Sufficient funds are included in the proposed FY2025/26 Operating Budget, program 1201 (Non-Departmental).

BACKGROUND:

The Town first contracted with Project Sentinel to administer its rental dispute resolution program in 2010. Project Sentinel provides services to both tenants and landlords, including information, referral, conciliation, mediation, and arbitration. These services have been

ITEM NO. 18.

PAGE 2 OF 2
SUBJECT: Project Sentinel Consulting Services
DATE: June 12, 2025
provided under a service agreement which expires June 30, 2025. The Town collects a fee on rental developments with two or more units to fund these services based on Rental Dispute Ordinance 2128, adopted on March 1, 2004.

DISCUSSION:

The original 2010 Agreement was for a 3-year term at $32,600 per year, totaling $97,800; subsequent amendments increased the rate to the current annual rate of $34,000. The proposed increase to $35,700 is a 5% increase from the current contract rate.

Project Sentinel is a sole source provider, as they are the only vendor in the surrounding area that provides the same scope of specialized rental mediation services at their scale and depth for local Santa Clara County jurisdictions. Project Sentinel has provided quality services to the Town’s residents and landlords in this capacity for the last 15 years. A draft Project Sentinel Agreement is included with this report as Attachment 1.

CONCLUSION:

Staff recommends that the Council authorize the Town Manager to execute an Agreement for Consultant Services with Project Sentinel for tenant/landlord rental dispute resolution services in an amount not to exceed $35,700 annually for a total amount of $178,500 over the five-year term of the agreement.

COORDINATION:

The draft agreement was prepared in coordination with the Town Attorney.

ENVIRONMENTAL ASSESSMENT:

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

ATTACHMENT:

1. Draft Project Sentinel Agreement (includes Exhibit A, Budget Summary, and Proposal to Provide Services)

ITEM NO. 18.

Agreement for Consultant Services
Project Sentinel

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into July 1, 2025, by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Project Sentinel, (“Consultant”), whose address is 1490 El Camino Real, Santa Clara, CA 95050. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 The Town desire to engage Consultant to provide tenant/landlord rental dispute resolution services.

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

1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

Consultant acknowledges Town has relied upon these warranties to retain Consultant.

II. AGREEMENTS

2.1 Scope of Services. Consultant shall provide services as described in that certain Budget Summary and Proposal to Provide Services for July 1, 2025 through June 30, 2030 sent to the Town on March 21, 2025, which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. This contract will remain in effect from July 1, 2025 to June 30, 2030. Consultant shall perform the services described in this Agreement as follows: Tenant/Landlord Rental Dispute Resolution Services.

2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

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

2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services Attachment 1

ITEM NO. 18.

Agreement for Consultant Services
Project Sentinel

pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.

2.6 Compensation. Compensation for Consultant's professional services shall not exceed $35,700.00 annually for each of the five fiscal years for a total of $178,500.00, inclusive of all costs. Payment shall be based upon Town approval of each task.

2.7 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 by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

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

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655

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

2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2.10 Independent Contractor. It is understood that the Consultant, 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, he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations

ITEM NO. 18.

Agreement for Consultant Services
Project Sentinel

under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing.

2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant 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, Consultant 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. Consultant 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 employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither 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.

III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Consultant 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. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

ITEM NO. 18.

Agreement for Consultant Services
Project Sentinel

iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements affecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than one million dollars ($1,000,000) which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement.

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

3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or 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.

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

ITEM NO. 18.

Agreement for Consultant Services
Project Sentinel

3.4 Indemnification. The Consultant shall indemnify the Town, its elected and appointed officials, 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 any act or omissions of the Consultant, or any of the Consultant's officers, employees, agents, or any subconsultant. Consultant shall defend the Town against any such claims.

IV. GENERAL TERMS

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

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

4.3 Termination of Agreement. The Town and the Consultant 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 Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant 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.

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

4.5 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.

4.6 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
Project Sentinel
Attn: Carol Conn
1490 El Camino Real
Santa Clara, CA 95050