ITEM NO. 8.
_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.
Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.
Components are the parts that make up a computer configuration.
Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.
Configuration means the combination of hardware and software components that make up the total functioning system.
Customer (see Purchasing Entity).
Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.
Embedded Software means one or more software applications which permanently reside on a computing device.
Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.
The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.
EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.
FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.
ITEM NO. 8.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.
Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.
Lead State means the State centrally administering any resulting Master Agreement(s).
Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.
Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.
Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.
Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.
NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.
Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.
Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.
Participating State means a state that has executed a Participating Addendum.
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Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.
Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.
Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.
Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.
Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.
Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.
Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.
Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, preimplementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.
Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.
EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.
Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified
ITEM NO. 8.
in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.
Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.
Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.
Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.
Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.
Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.
Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.
Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.
Term of the Master Agreement.
The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.
The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
Amendments.
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.
Participants and Scope.
Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador,
ITEM NO. 8.
Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.
Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.
NASPO and NASPO ValuePoint are not parties to the Master Agreement.
Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.
Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees
ITEM NO. 8.
associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.
Individual Customers.
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
Independent Contractor.
The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
Contracting Personnel.
Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.
Changes in Contractor Representation.
The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.
The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.
Contractor Verification.
The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.
Contractor Performance Meeting.
An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.
All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.
Laws and Regulations.
Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as
ITEM NO. 8.
may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.
Price and Rate Guarantee Period.
All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.
Premium Savings Package Program.
The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.
Services.
Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.
Ordering.
Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.
Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.
Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.
Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.
Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
All Orders pursuant to this Master Agreement, at a minimum, shall include:
The service description or supplies being delivered;
The place and requested time of delivery;
A billing address;
ITEM NO. 8.
The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.
All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.
Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.
Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
Trade-In.
Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.
Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.
Shipping and Delivery.
The prices are the delivered price to any Purchasing Entity via standard shipping as follows:
For large or custom builds, shipping is 30-45 days after receipt of order (ARO) For in-stock products, shipping is 3-5 days ARO. If deployment services are required, shipping is 3-5 days after such services are rendered.
If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any
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portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.
Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.
All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.
Inspection and Acceptance.
Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.
Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.
If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.
The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.
Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and
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Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.
Title of Product.
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:
To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract.
Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.
The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are purchased through this Master Agreement.
Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
Warranty.
The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
System Failure or Damage.
In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
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Payment.
Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.
Leasing or Alternative Financing Methods.
Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.
Contract Provisions for Orders Utilizing Federal Funds.
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
Self Audit.
The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.
For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.
Assignment/Subcontracts.
Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.
Insurance.
Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the
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required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable statutory State Workers Compensation or Employers Liability Insurance requirements.
Contractor shall pay premiums on all insurance policies. Should any of the described policies be cancelled before the expiration date thereof or not renewed, Contractor will provide to a Participating Entity notice within five (5) business days.
Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s Commercial General liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage that meets the requirements of this Section. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
Administrative Fees.
The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of onequarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.
The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.
The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
ITEM NO. 8.
NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.
Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.
Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.
Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating.
Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.
Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.
Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.
ITEM NO. 8.
Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.
Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.
Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.
Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.
Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.
The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Section Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.
Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.
Right to Publish.
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
Records Administration and Audit.
The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders
ITEM NO. 8.
placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.
This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.
The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including reasonable attorney’s fees, to the extent arising from Contractor’s intentional, willful, or grossly negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any third-party action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others.
The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, reasonable attorney fees.
If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.
Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other
ITEM NO. 8.
products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.
Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.
Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the Contractor by the Purchasing Entity under this Master Agreement; and (ii) $5,000,000. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.
Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is provided by the Contractor or the Contractor’s subsidiaries or affiliates;
specified by the Contractor to work with the Product; or reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.
License of Pre-Existing Intellectual Property.
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, transfer with any sale of tangible media or Product, perform, and display the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.
Assignment of Antitrust Rights.
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
Debarment.
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
ITEM NO. 8.
Governing Law and Venue.
The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
Confidentiality, Non-Disclosure, and Injunctive Relief.
Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).
Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.
Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep
ITEM NO. 8.
one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages.
Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.
Public Information.
This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
Cancellation.
Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.
Force Majeure.
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, restrictions on the movement of people or goods imposed by public health order or by a declared state of emergency, or war, which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement upon thirty (30) days’ notice to Contractor for an opportunity to remediate or minimize the impact of such event on Contractor’s performance, after determining such delay or default will reasonably prevent successful performance of the Master Agreement.
Defaults and Remedies.
The occurrence of any of the following events shall be an event of default under this Master Agreement:
Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
ITEM NO. 8.
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.
Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.
Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.
Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
Waiver of Breach.
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or
ITEM NO. 8.
requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
Notices.
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:
Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.
In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
ITEM NO. 8.
Exhibit B: Minnesota Terms and Conditions
Change Requests.
The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.
In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.
Product and Service Schedule (PSS).
Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.
Maintaining the PSS.
In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.
Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.
ITEM NO. 8.
d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
Purchase Orders.
There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.
Risk of Loss or Damage.
The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
Payment Card Industry Data Security Standard and Cardholder Information Security.
Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.
Foreign Outsourcing of Work.
Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.
State Audits (Minn. Stat. § 16C.05, subd. 5).
The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.
Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).
If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.
ITEM NO. 8.
Human Rights/Affirmative Action.
The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.
Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.
Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.
Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by
ITEM NO. 8.
the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
Equal Pay Certification.
If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly reapply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.
Americans with Disabilities Act (ADA).
Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.
Nonvisual Access Standards.
Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:
That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.
Accessibility Standards.
Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to
ITEM NO. 8.
develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.
When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.
Conflict Minerals.
Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).
See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.
To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
Copyrighted Material Waiver.
The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all third-party claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
Publicity.
The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
Performance While Dispute is Pending.
Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.
ITEM NO. 8.
Organizational Conflicts of Interest.
An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.
The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:
By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.
The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.
The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.
ITEM NO. 8.
The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices.
The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota
ITEM NO. 8.
Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.
Survivability.
Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.
Severability.
If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.
ITEM NO. 8.
Exhibit C: Requirements
Contractor Verification.
Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Warranty and Maintenance.
Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.
The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
Website.
Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
x Designated Baseline Price List(s) (e.g., MSRP, List, or Education) x Product and Service Schedule (PSS)
x Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
x Service options and service agreements available on the contract. Please refer to Paragraph 5. x Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
x Sales representatives for participating entities
x Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.
Desirable Specifications:
x Purchase order tracking
x Information on accessibility and accessible products
x Signed Master Agreement
x Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) x List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
ITEM NO. 8.
Environmental Certifications.
Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
EPEAT Registration.
Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
x A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
x A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Third-Party Products.
Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Partner Utilization.
If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.
Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).
Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are
ITEM NO. 8.
not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.
Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.
ITEM NO. 8.
Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.
ITEM NO. 8.
Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)
CONTROL SET
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Awarded Bands:
X Band 1: Personal Computing Devices (Windows)
X Band 2: Personal Computing Devices (Non-Windows)
Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0%
1 1B-3 TOUGHBOOK Tablet 12.0%
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0%
1 1B-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% 1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 1 1T Band 1 - Third Party Product Minimum Discount 2.0% 1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% 1 1T-4 Brother Peripherals and Related Accessories 11.0% 1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% 1 1T-6 Crossmatch Software/Licenses 0.0%
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 1 1T-8 Havis Peripherals and Related Accessories 11.0%
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0%
1 1T-11 Nuance Peripherals/Accessories 11.0%
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori 11.0% 2 2B Band 2 - Minimum Discount 0.0%
2 2B-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0%
2 2B-3 Accessory 11.0%
2 2B-4 Peripheral: Professional Video 5.0%
2 2B-5 Peripheral: Professional Audio 10.0%
2 2B-6 Peripheral: Display 22.0%
ITEM NO. 8.
Exhibit D: Price Schedule
Band Category Code Category Description Discount off
Baseline List
2 2B-7 Peripheral: Display Accessory 10.0%
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% 2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 2 2T Band 2 - Third Party Product Minimum Discount 2.0% 2 2T-1 Absolute Software/Licenses 0.0%
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% 2 2T-4 Brother Peripherals and Related Accessories 11.0% 2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 2 2T-8 Havis Peripherals and Related Accessories 11.0%
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0%
2 2T-11 Nuance Peripherals/Accessories 11.0%
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori 11.0% S Installation 0.0%
S Extended Warranty 0.0%
S Training 0.0%
S Complimentary software 0.0%
ITEM NO. 8.
Exhibit D: Price Schedule Discount Structure
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0%
1 1B-3 TOUGHBOOK Tablet 12.0%
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0%
1 1B-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% 1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 1 1T Band 1 - Third Party Product Minimum Discount 2.0% 1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% 1 1T-4 Brother Peripherals and Related Accessories 11.0% 1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% 1 1T-6 Crossmatch Software/Licenses 0.0%
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 1 1T-8 Havis Peripherals and Related Accessories 11.0%
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0%
1 1T-11 Nuance Peripherals/Accessories 11.0%
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessorie 11.0% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 0.0%
2 2B-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0%
2 2B-3 Accessory 11.0%
2 2B-4 Peripheral: Professional Video 5.0%
2 2B-5 Peripheral: Professional Audio 10.0%
2 2B-6 Peripheral: Display 22.0%
2 2B-7 Peripheral: Display Accessory 10.0%
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% 2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 2 2T Band 2 - Third Party Product Minimum Discount 2.0%
ITEM NO. 8.
Exhibit D: Price Schedule Discount Structure
Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2T-1 Absolute Software/Licenses 0.0%
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% 2 2T-4 Brother Peripherals and Related Accessories 11.0% 2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 2 2T-8 Havis Peripherals and Related Accessories 11.0%
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0%
2 2T-11 Nuance Peripherals/Accessories 11.0%
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessorie 11.0%
ITEM NO. 8.
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23019
Contractor Name:
All Awarded Bands
1. Per Transaction Multiple Unit Discount(s)
2. Cumulative Discount(s)
3. Other Discount(s)
Additional discount(s) available.
Panasonic Connect North America, Division of Panasonic Corporation of North America Panasonic offers promotional pricing in which deeper discounts—an additional percentage off contract pricing—are available on specified products based on inventory and sales. Such promotional pricing is offered for a defined period (e.g., quarterly, defined as approximately 3 months).
Panasonic also provides piggyback pricing to local entities within States that have signed a NASPO Participating Addendum.
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
Panasonic's volume discount applies to fully ruggedized TOUGHBOOK computers and tablets. It is calculated not on purchase price but on the quantity of the same model of TOUGHBOOK equipment purchased by each specific end-user customer per transaction.
An end-user customer purchasing 50 to 99 units of the same TOUGHBOOK model will receive a 2-percent discount off contract pricing.
An end-user customer purchasing 100 units or more will receive a 4-percent discount off contract pricing.
Cumulative discounts are not available at this time; however, in the instance that a State defines standardization of a Panasonic equipment model for use across the State, and multiple State entities or local entities within the State subsequently purchase the equipment model per State standardization, Panasonic may work with the State to provide additional discounts to the end-user purchasers.
ITEM NO. 8.
Exhibit D: Price Schedule Services
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands
Category Code Description of Service Percent Discount
S Installation 0.0%
S Extended Warranty 0.0%
S Training 0.0%
S Complimentary software 0.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.
ITEM NO. 8.
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America All Awarded Bands
Optional: Lease Rates
0% Financing
Short-term rental available
ITEM NO. 8.
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America in 30
in 15, Net 30
in 10, Net 30
X Net 30
X Other (specify): Pansonic sales are indirect, executed through its authorized reseller partners; therefore, prompt payment discounts do not apply to Panasonic. However, reseller partners may individually provide this discount to the endͲuser customer.
All Awarded Bands
ITEM NO. 8.
TOUGHBOOK 33
TOUGHBOOK 33 Mk4
connect.na.panasonic.com/TOUGHBOOK33 | 1-888-245-6344
• First fully rugged product with a 3:2
screen for easier handling and better
viewing of business applications
• Optional 5G EM9190 modem
supports 4G, 5G Sub6 and C-band
with speeds up to 4.1Gbps
• Infrared webcam and
Windows Hello enables
biometric user authentication
• Optional quick-release SSD
includes insertable Smart Card
and long life batteries
• Twin battery design enables
hot-swap battery replacement
for continuous use
12" TABLET EASILY CONVERTS TO A
LAPTOP WITH OPTIONAL KEYBOARD.
The Panasonic TOUGHBOOK® 33 offers unparalleled
flexibility in even the most demanding and extreme
environments and is the world’s first fully rugged 2-in-1 PC with a 3:2 screen. Inspired by the increasing demands of mobile professionals, the TOUGHBOOK 33 delivers rugged
mobility in a highly customizable package that also includes over 14 years of backward compatibility1. It has an optional i7-1370P processor that delivers 14 cores of computing
power. A wide range of integrated options such as serial port, barcode, fingerprint, insertable, contactless Smart Card readers, choice of 4G or 5G modems, assure TOUGHBOOK
33 can be customized to meet the unique needs of a diverse customer base. (Tablet only)
Keyboard
Optional
ATTACHMENT 3
ITEM NO. 8.
connect.na.panasonic.com/TOUGHBOOK33 | 1-888-245-6344
TOUGHBOOK 33 Mk4
Panasonic is constantly enhancing product specifications and accessories. Specifications subject to change without notice.
Trademarks are property of their respective owners. ©2024 Panasonic Connect North America, a division of Panasonic Corporation of North America. All rights reserved. PCONA_CS 0725 TOUGHBOOK 33
SOFTWARE
• Windows® 11 Pro, Red Hat Enterprise Linux 9.4 & 10
• Panasonic Utilities and Recovery Partition
• COM Splitter Software
• Enterprise ready driver packages including CAB
files and one-click driver bundles
CERTIFICATIONS & DURABILITY
• MIL-STD-810H: 4’ drop (5’ tablet only) shock,
bench handling, vibration, rain, dust, sand, altitude,
freeze/thaw, high/low temperature, temperature
shock, solar radiation, contamination by fluids,
humidity, salt fog, explosive atmosphere2
• MIL-STD-461F
• IP652
• Optional C1D2 (class 1 div 2) groups ABCD
• TAA-compliant15
• Magnesium alloy chassis encased with ABS
and elastomer edges
• Handle/kickstand (on opt. Premium Keyboard)
• SSD heater, removable SSD3 or
optional quick-release caged SSD4,5
• Removable battery
• Raised bezel for LCD impact protection
• Reinforced locking port covers
• Replaceable screen protector
CPU
• Intel® Core™ i5-1345U vPro® 10-core processor
– Up to 4.7GHz with Turbo Boost, 12MB cache
• Intel® Core™ i7-1370P vPro® 14-core processor
– Up to 5.2GHz with Turbo Boost, 24MB cache
STORAGE & MEMORY
• Factory installed 16GB or 32GB RAM
(LPDDR4x-4266MHz)6
• 512GB, 1TB or 2TB removable OPAL NVMe SSD
with heater3,6
• Optional quick-release SSD (comes w/Insertable
Smart Card reader and long life batteries)4,5,12
DISPLAY & GRAPHICS
• Display
– 12.0" 3:2 QHD 2160 x 1440
– Capacitive gloved touch + digitizer
– 2-1200 nit
• Direct Bonding
• Anti-reflective (AR) screen treatment
• Graphics
– Intel® Iris® Xe Graphics
• Supports up to 4 displays
• Concealed Mode; Night Mode
AUDIO
• Integrated dual-array mic w/AI noise reduction
• Waves MaxxAudio®
• Integrated 91db speakers (front-facing)
• On-screen and button volume and mute controls
CAMERAS
• 2MP (1080p) webcam w/privacy cover & dual array mic
– Infrared with Windows Hello support
• 8MP rear camera with autofocus
and triple LED flash
KEYBOARD & INPUT
• IP55 2 button digitizer pen (right click & erase),
stylus holder and tether
• 5 modes (rain, glove, touch, pen, pen/touch)
• 7 tablet buttons (5 programmable including
A1/A2 buttons)
• On-screen QWERTY keyboard
• Optional 87-key emissive keyboards (Lite, Premium)
and rubber keyboard (Premium):7
– Backlit (emissive: red, rubber: white)
with 4 adjustable levels
– Gen1 resistive touchpad with scrolling
INTERFACE & EXPANSION
• On the tablet:
– USB-C Thunderbolt™ 4, 40Gbps 3A (PD, DP)
– USB-A 5Gbps 1.5A
– Optional USB-A 0.5Gbps 0.5A8
– HDMI 4K
– Ethernet 1Gbps RJ-45
– Optional Serial (True) D-sub 9-pin8
– Optional MicroSDXC UHS-I8
– Audio In/Out 3.5mm
– Dual SIM (Nano-SIM 4FF x1, eSIM x1)
• On the optional Premium Keyboard:
– Docking Connector 25-pin
– USB-A x3 (5Gbps x2, 0.5Gbps x1)
– SDXC UHS-II
– HDMI
– VGA D-sub 15-pin
– Ethernet 1Gbps RJ-45
– Serial (USB) D-sub 9-pin
WIRELESS
• Optional 4G EM7595 (up to 0.5Gbps)
– 4G (LTE, LTE-A)
–Multi carrier (AT&T, FirstNet, Verizon)
– Satellite GPS & CBRS Band 48 Capable9
• Optional 5G EM9190 (up to 4.1Gbps)12,13,14
– 4G (LTE, LTE-A), 5G (Sub6, C-band)
–Multi carrier (AT&T, First Net, Verizon)
– Satellite GPS & CBRS Band 48 Capable9
• Optional dedicated GPS (u-blox NEO-M9N)
• Dual antenna pass-through
• Intel® Wi-Fi 6E AX211 (up to 2.4 Gbps)
• Bluetooth® v5.3 (Class 1)
POWER
– Li-Ion batteries x2:
– 7 hours (15 w/opt. long life batteries)11
– Each standard battery: 11.1V,
2050mAh typical (1990mAh min)
– Each long life battery: 10.8V,
4420mAh typical (4120mAh min)12
• Battery charging time: 3 hours
(with parallel charging technology)11
• TOUGHBOOK Smart Battery Technology
• AC Adapter: AC 100V-240V worldwide power,
auto-sensing/switching
SECURITY FEATURES
• Intel® Hardware Shield
• Secured-core PC
• TPM v.2.0
• NIST BIOS compliant
• Persistence® technology by Absolute in BIOS10
• Local Platform Erase
• Kensington cable lock slots x2
(on tablet and optional Premium Keyboard)
• Encrypted OPAL SSD's
• Optional fingerprint reader5
– Active Directory (385 DPI)
• Optional insertable Smart Card reader5
• Optional contactless Smart Card reader
13.56MHz (ISO 14443 A/B, 15693, 18092)5
DIMENSIONS & WEIGHT
• 12.1" x 9.6" x 0.9" (12.3" x 11.4" x 1.8"
with optional Premium Keyboard)13
• 3.4 lbs. (6.2 lbs. with optional
Premium Keyboard)14
WARRANTY • 3-year limited warranty, parts and labor
INTEGRATED OPTIONS
• 4G EM7595 or 5G EM9190 modem
• Dedicated GPS (u-blox NEO-M9N)
• Choice of 1D/2D capable barcode reader (N6703HD),
serial (true), or 2nd USB-A port, or MicroSDXC
• Choice of insertable Smart Card, contactless Smart
Card, fingerprint reader or quick-release SSD (comes
with insertable Smart Card and long life batteries)
• Optional emissive or rubber keyboards
Please consult your reseller or Panasonic representative to learn more about the TOUGHBOOK 33 and the wide variety of accessories and services offered. 1 Requires purchase of 31 Vehicle Dock Adapter (VDA). VDA has been tested and approved to work with Gamber-Johnson 7160-0318 and Havis PAN-111/112 vehicle docks. Do not use with other vehicle docks without consulting first with your Panasonic representative.
2 Base model tested by national independent third party lab following MIL-STD-810H Method 516.8 Procedure IV for transit drop test and IEC 60529 Sections 13.4, 13.6.2, 14.2.5 and 14.3 for IP. IP rating requires both batteries in tablet. 3 Requires training, approval and/or purchase of a SSD no return service sku through Panasonic, otherwise any damage incurred will be out of warranty and not eligible for advance exchange. Please contact a Panasonic representative for program details.
4 Optional Quick-release SSD (comes with Insertable Smart Card reader and Long Life Batteries) adds a bump out which increases overall height by 0.5" and weight by 1.3 lbs, prohibits use in convertible mode. Not compatible with 5G EM9190 modem, 33 Tablet Vehicle Dock or rotating hand strap or shoulder strap.
5 Insertable Smart Card, Contactless Smart Card, Fingerprint Readers & optional Quick-release SSD (comes with Insertable Smart Card reader and Long Life Batteries) are mutually exclusive. 6 1GB = 1,000,000,000 bytes. Total usable memory will be less depending upon actual system configuration. 7 Fn keys, I/O ports, reverse docking into convertible mode available on Premium Keyboard only. Lite Keyboard opens at 100° angle.
8 Barcode, Serial (true), USB-A 0.5Gbps and MicroSDXC are mutually exclusive. 9 The module firmware and the device antenna system have obtained technical approval by commercial carriers in the US. It is customer’s responsibility to assure that the module firmware and the device antenna system are compatible with the customer’s private cellular network using Band 48.
10 Requires software and activation to enable theft protection. 11 Battery performance features such as charge time and life span can vary according to the conditions under which the computer and battery are used. Battery operation and recharge times will vary based on many factors, including screen brightness, applications, features, power management, battery conditioning and other customer preferences. Battery test results from MobileMark 25 at 250 nit, connected to Wi-Fi and using the Office Productivity and Creativity scenarios. 12 Long Life Batteries add a bump out which prohibits use in convertible mode. Not compatible with Gamber-Johnson tablet vehicle dock when using a rotating hand strap or TrimLine tablet vehicle dock when using a rotating hand strap or long life batteries. 5G EM9190 modem is not compatible with any tablet vehicle dock, rotating hand strap, quick-release SSD or insertable smart card reader. For units originally ordered with standard batteries, changing to long life batteries requires a hardware retrofit to the unit. 13 Tablet with Lite Keyboard is 12.1" (L) x 9.6" (W) x 1.5" (H). Optional Long Life Batteries adds 0.4" (H). Optional 5G EM9190 modem (comes with Long Life Batteries) or Quick-release SSD (comes with Insertable Smart Card reader and Long Life Batteries) add 0.5" (H).
14 Tablet with Lite Keyboard is 4.8 lbs. Optional Long Life Batteries adds 0.8 lbs. Optional 5G EM9190 modem (comes with Long Life Batteries) adds 1.0 lbs. Optional Quick-release SSD (comes with Insertable Smart Card reader and Long Life Batteries) adds 1.3 lbs.
15 TAA-compliant products are available upon request.
ITEM NO. 8.
Memorandum
To: Gabrielle Whelan, Town Attorney
From: Clint Tada, Captain
Date: 9/8/2025
Re: Single Source Justification - CDCE Incorporated
Single Source Justification
Procurement of Panasonic Toughbook Mobile Data Computers and Cradle Point Routers from CDCE Incorporated - Using NASPO Cooperative Agreement Pricing The Police Department and Information Technology Department request consideration of single source justification for the purchase of Mobile Data Computers and Cradle Point Modem I Routers from CDCE Incorporated. These computers and technology equipment are designed for high durability, reliability, and performance in law enforcement field environments, and must meet specific technical and operational requirements. MDC computers are required to support ongoing operational and mission activities where commercial off-the-shelf (COTS) equipment is not sufficient. They will be used in demanding environments where ruggedization, reliability, and certified compatibility with existing software and hardware systems are essential. The authorized resale vendor for these products, CDCE Inc., is the Town's recommended preferred vendor.
Vendor:
CDCEinc.
22641 Old Canal Road
Yorba Linda, CA 92887
CDCE Incorporated is the authorized and exclusive reseller/integration partner for Panasonic and Cradle Point within the United States. Their unique qualifications include:
• Authorized reseller for Panasonic Toughbooks and Cradle Point WiFi Router/Modem systems that meets operational and technical requirements. • Proven expertise in integrating law enforcement Mobile Data Computer systems into existing infrastructure with guaranteed compatibility and manufacturer support. • Direct access to manufacturer-certified parts, extended warranty services, hardware installation, and firmware/software updates that are not available through other distributors. • Established track record supporting the Town of Los Gatos and Los Gatos-Monte Sereno Police Department with tailored deployment, configuration, and maintenance services that cannot be substituted without disruption to operations. • CDCE technical support and services for previous procurements has been reputable and positive experience for the Town.
1 ATTACHMENT 4 Page 256
ITEM NO. 8.
September 8, 2025
• Purchasing from the same vendor for replacement of equipment reduces buildout costs and maintains continuity of existing system functions.
Given these factors, CDCE Incorporated is the only vendor capable of meeting the requirements without significant risk to performance, continuity, and compliance.
This procurement through CDCE Incorporated will be executed under the NASPO ValuePoint Cooperative Purchasing Agreement AR-3189 & MA-23019, which provides competitively bid, pre-negotiated pricing. By leveraging NASPO:
• Pricing is compliant with public procurement rules.
• The agreement ensures cost savings through volume-based discounts. • Administrative burden is reduced by avoiding duplicative solicitations. • Market research confirmed that while other resellers may offer similar categories of products, CDCE Incorporated is the only authorized source for the specific configuration and integration services required. Other vendors cannot provide manufacturer-backed support or the bundled solutions available exclusively through CDCE.
Based on the above, procurement from CDCE Incorporated under the NASPO cooperative contract represents the most cost-effective, technically sound, and compliant solution to meet operational requirements for the Town and Police Department.
Recommended By:
Sai Kim
Approved By:
�-1Q Ullitlh
Gabrielle Whelan, Town Attorney Date
2
ITEM NO. 8.
PREPARED BY: Bridgette Falconio
Administrative Technician
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: 09/16/2025
ITEM NO: 9
DATE: September 16, 2025
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Authorize the Town Manager or Designee to Enter into a Legal Services Agreement for Fiscal Year (FY) 2025-26 with the law firm of Goldfarb & Lipman for Land Use Counsel in an Amount Not to Exceed $100,000 and Amend the Goldfarb & Lipman Agreement (Term 07/21/2022 to 6/30/ 2025) to add $1,938.73
RECOMMENDATION: Authorize the Town Manager or designee to enter into a Legal Services Agreement for FY 2025-26 with the law firm of Goldfarb & Lipman for land use counsel in an amount not to exceed $100,000, and amend the Goldfarb & Lipman Agreement (Term 07/21/2022 to 6/30/ 2025) to add $1,938.73.
FISCAL IMPACT:
The funds are included in the adopted 2025–26 and 2024-25 Town Attorney Operating Budgets.
Therefore, there is no budget adjustment required; the request is solely for approval of the contract.
STRATEGIC PRIORITY:
The item supports a top priority of providing a range of housing opportunities while diligently maintaining and implementing the Housing Element.
BACKGROUND:
In July 2022, the Town Attorney’s Office entered into an agreement with Goldfarb & Lipman LLP to provide specialized housing law legal services. Over the past three years, the firm has assisted the Town with Housing Element law and SB 330 requirements. Due to ongoing land use issues related to these topics, continued representation remains necessary.
ITEM NO. 9.
PAGE 2 OF 3
SUBJECT: Goldfarb Land Use Agreement
DATE: September 16, 2025
The Town Attorney’s Office recommends entering into a new agreement with Goldfarb & Lipman for FY 2025-26 to provide continued legal services for land use counsel. The Town Attorney’s Office retains Goldfarb and Lipman as a single source vendor as allowed under Town Code section 2.50.130(b)(2).
At the request of the Law firm, the Town has two separate agreements with Goldfarb & Lipman: one for land use matters (requested to approve with this Staff Report for $100,000) and one for litigation ($200,000), for a combined total not to exceed $300,000.
Concurrently with this request, the Town Attorney’s Office is also asking for an amendment to the land use services agreement covering July 21, 2022, through June 30, 2025. At the September 2, 2025, Council meeting, the amendment to the Goldfarb and Lipman (Term: July 21, 2022 - June 30, 2025) included a request for additional funding to cover prior year attorney consultation invoices. Following the meeting, staff identified a clerical error in the funding calculation. Specifically, the remaining balance on the existing purchase order was inadvertently omitted from the analysis, resulting in an underestimation of the funding need by $1,938.73. This oversight affected the total amount requested to fully reconcile outstanding invoices from the prior fiscal year. Staff is requesting Council authority to amend the agreement and correct this discrepancy, ensuring full payment of all prior year obligations. This amount was previously budgeted, and the Town Attorney’s Office is not seeking a budget adjustment with this request.
DISCUSSION:
The proposed Legal Services Agreement will cover land use counsel on issues related to Housing Element implementation and SB 330 requirements. Goldfarb & Lipman is recognized statewide as an expert in Housing Element law and is uniquely qualified to represent the Town in these matters.
A new contract for FY 2025-26, with a not-to-exceed amount of $100,000. Funds have been budgeted for this contract.
CONCLUSION:
Staff recommends that the Town Council authorize the Town Manager or designee to enter into a Legal Services Agreement with the law firm of Goldfarb & Lipman for FY 2025-26 for land use counsel in an amount not-to-exceed $100,000.
COORDINATION:
This report was coordinated with the Town Attorney’s Office, Town Manager’s Office, and the Finance Department.
ITEM NO. 9.
PAGE 3 OF 3
SUBJECT: Goldfarb Land Use Agreement
DATE: September 16, 2025
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Legal Services Agreement
2. Amendment to Legal Services Agreement for 7/21/22-6/30/25
3. Exhibit A – Original Agreement with Previous Amendments
ITEM NO. 9.
7/21/2022
1302\01\4050770.1
August 26, 2025
via e-mail
Gabrielle Whelan, Town Attorney
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95030
[email protected]
Re: Legal Services – Town of Los Gatos – Land Use Assistance Dear Gabrielle:
Goldfarb & Lipman LLP would be pleased to provide legal services to the Town of Los Gatos (the "Town") in connection with various land use matters relating to housing law, including those related to the Town’s housing element, general plan, and development projects and related matters as authorized in writing by the City for the period from July 1, 2025 to June 30, 2026. We may advise the City regarding matters related to the North Forty property so long as it does not involve any confidential information we received based on our past representation of the developers.
I will have primary responsibility for our work with you on this matter, with primary assistance from Nazanin Salehi. Our goal is to provide you with quality legal services, on schedule and at a reasonable cost. To that end, we may also draw on the services of other colleagues as needed to provide the most cost-effective services.
Our fees will be billed on an hourly basis at the rates set forth in the attached Rate Schedule, and payable monthly based on the number of hours expended on the matter, with a maximum of $100,000 for the period from July 1, 2025 to June 30, 2026. Our billing rates for this matter reflect our discounted rates for legal advice and representation for public entity clients and are subject to the increases described in attached Goldfarb & Lipman's Legal Representation Policies and Procedures. Our hourly rates are adjusted from time to time and may change during the course of our engagement upon sixty (60) days prior written notice to you. If you choose not to consent to the increased rates, you may terminate our services by written notice effective when received by us. The time charged will include, but is not limited to, the time spent on telephone calls, emails and other electronic communications relating to the transaction, including calls and emails with Town staff and other parties and attorneys. The legal personnel ATTACHMENT 1
ITEM NO. 9.
Ms. Gabrielle Whelan, Town Attorney
Town of Los Gatos
August 26, 2025
7/21/2022
1302\01\4050770.1
assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement.
Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement.
Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given.
When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required.
Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: [email protected], and keep a copy for your files.
We appreciate the opportunity to work with you and Town staff members, and look forward to representing the Town of Los Gatos on this matter.
Very truly yours,
BARBARA E. KAUTZ
[email protected]
Enclosures: Rate Schedule; Billing Policies and Procedures
ITEM NO. 9.
Ms. Gabrielle Whelan, Town Attorney
Town of Los Gatos
August 26, 2025
7/21/2022
1302\01\4050770.1
ACCEPTED AND AGREED:
TOWN OF LOS GATOS
By: __________________________
Its: ___________________________
Date: _________________________
ITEM NO. 9.
7/21/2022
1302\01\4050770.1
Goldfarb & Lipman LLP
Billing Rates Per Hour
Partner $370-$390
Senior Counsel $365-$390
Associate $275-$365
Senior Law Clerk $260
Law Clerk $210
Project Coordinator $210
ITEM NO. 9.
7/21/2022
1302\01\4050770.1
GOLDFARB & LIPMAN LLP
LEGAL REPRESENTATION POLICIES AND PROCEDURES
Dear Client:
Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees and payment terms. Accordingly, this letter is intended to briefly explain our billing policies and procedures. We encourage you to discuss with us any questions you may have concerning these policies and procedures.
To determine the value of our services, we require each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the responsible billing attorney. Our billing rates for services rendered for partners, associates, and for paralegals are attached. Our hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of our engagement upon 60 days prior written notice to you.
It is our policy to serve you with the most effective support systems available. Therefore, in addition to our fees for legal services, we may also charge the actual costs for messengers, delivery other than by US postal service, court costs, and other costs and expenses incurred on your behalf that are reasonably necessary for our representation of you.
Our billing statements are due and payable upon receipt. Clients whose statements are not paid within 30 days of the statement date may be assessed a late charge on the unpaid balance at the rate of one-and-a-half percent per month.
We carry professional liability insurance above the limits required by law.
It is our policy to retain and ultimately destroy all files, documents, records, and writings relating to each engagement for which we have been retained without notifying clients or former clients of the destruction of these items. At the termination of services and conclusion of a matter covered by this agreement, we will release promptly upon your request all of your client papers and property, subject to any protective order, state statute, or nondisclosure agreement. After seven years have passed since the conclusion of such matter, we may dispose of your client papers and property. If you wish to have us retain your papers and property beyond seven years after the conclusion of such matter, you must make separate written arrangements with us. Client papers and property include: electronic and hard copy versions of any correspondence, pleadings, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to the client's representation, whether the client has paid for them or not.
In closing, let us assure you that it has always been and will continue to be our goal to provide legal services to you on the most efficient and cost effective bases possible. If you have any questions or comments regarding our billing policies, please feel free to contact us. Thank you for your continued cooperation.
Very truly yours,
GOLDFARB & LIPMAN LLP
ITEM NO. 9.
1 of 1
Legal Services – Town of Los Gatos – Land Use Assistance ATTACHMENT 2
FIFTH AMENDMENT TO AGREEMENT
This FIFTH AMENDMENT TO AGREEMENT is dated for identification this 16th day of September, 2025, and amends that certain agreement for Goldfarb and Lipman Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”)
RECITALS
A. Town and Consultant entered into an Agreement for land use counsel on July 21, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
B. Town and Consultant entered into a first amendment to the Agreement on December 3, 2024, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
C. Town and Consultant entered into a second amendment to the Agreement on May 20, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
D. Town and Consultant entered into a third amendment to the Agreement on August 5, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
E. Town and Consultant entered into a fourth amendment to the Agreement on September 2, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
AMENDMENT
1. The compensation section is amended to read $309,938.73.
2. All other terms and conditions of the Agreement remain in full force and effect.
Town of Los Gatos Goldfarb & Lipman:
By: _______________________________ By:______________________________ Chris Constantin, Town Manager Barbara Kautz, Esquire
Department Approval:
_______________________________________
Gabrielle Whelan, Town Attorney
ITEM NO. 9.
1 of 1
Legal Services – Town of Los Gatos – Land Use Assistance
FOURTH AMENDMENT TO AGREEMENT
This FOURTH AMENDMENT TO AGREEMENT is dated for identification this 2nd day of August, 2025, and amends that certain agreement for Goldfarb and Lipman Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”)
RECITALS
A. Town and Consultant entered into an Agreement for land use counsel on July 21, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
B. Town and Consultant entered into a first amendment to the Agreement on December 3, 2024, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
C. Town and Consultant entered into a second amendment to the Agreement on May 20, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
D. Town and Consultant entered into a third amendment to the Agreement on August 5, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
AMENDMENT
1. The compensation section is amended to read $308,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
Town of Los Gatos Goldfarb & Lipman:
By: _______________________________ By:______________________________ Chris Constantin, Town Manager Barbara Kautz, Esquire
Department Approval:
_______________________________________
Gabrielle Whelan, Town Attorney
EXHIBIT A
ITEM NO. 9.
1 of 1
Legal Services – Town of Los Gatos – Land Use Assistance
THIRD AMENDMENT TO AGREEMENT
This THIRD AMENDMENT TO AGREEMENT is dated for identification this 5th day of August, 2025, and amends that certain agreement for Goldfarb and Lipman Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”)
RECITALS
A. Town and Consultant entered into an Agreement for land use counsel on July 21, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
B. Town and Consultant entered into a first amendment to the Agreement on December 3, 2024, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
C. Town and Consultant entered into a second amendment to the Agreement on August 5, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
AMENDMENT
1. The compensation section is amended to read $305,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
Town of Los Gatos: Goldfarb & Lipman:
Chris Constantin, Town Manager Barbara Kautz, Esquire
Department Approval:
Gabrielle Whelan, Town Attorney
Approved as to Form: Attest:
Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk
(;+,%,7$
ITEM NO. 9.
1 of 1
Legal Services – Town of Los Gatos – Land Use Assistance
SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT is dated for identification this 20th day of May, 2025 and amends that certain agreement for Goldfarb and Lipman Land Use Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”)
RECITALS
A. Town and Consultant entered into an amendment to the Land Use Agreement on November 20, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.
B. Town and Consultant entered into a Land Use Agreement on July 21, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit B to this Amendment.
AMENDMENT
1. The compensation section is amended to provide for a total contract amount not to exceed $240,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
Town of Los Gatos Approved as to Consent:
By: _______________________________ By:______________________________ Chris Constantin, Town Manager Barbara Kautz, Goldfarb & Lipman Department Approval:
_______________________________________
Gabrielle Whelan, Town Attorney
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk
ITEM NO. 9.
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ITEM NO. 9.
7/21/2022
1302\05\3697443.1
February 15, 2024
via e-mail
Gabrielle Whelan, Town Attorney
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95030
[email protected]
Re: Legal Services – Town of Los Gatos – Land Use Assistance Dear Gabrielle:
Goldfarb & Lipman LLP would be pleased to continue to provide legal services to the Town of Los Gatos (the "Town") in connection with various land use matters relating to housing law, including those related to the Town’s housing element, general plan, and development projects and related matters as authorized in writing by the City. We may advise the City regarding matters related to the North Forty property so long as it does not involve any confidential information we received based on our past representation of the developers.
I will have primary responsibility for our work with you on this matter, with primary assistance from Nazanin Salehi. Our goal is to provide you with quality legal services, on schedule and at a reasonable cost. To that end, we may also draw on the services of other colleagues as needed to provide the most cost-effective services.
Our fees will be billed on an hourly basis at the rates set forth in the attached Rate Schedule, and payable monthly based on the number of hours expended on the matter.
Our billing rates for this matter reflect our discounted rates for legal advice and representation for public entity clients and are subject to the increases described in attached Goldfarb & Lipman's Legal Representation Policies and Procedures. Our hourly rates are adjusted from time to time and may change during the course of our engagement upon sixty (60) days prior written notice to you. If you choose not to consent to the increased rates, you may terminate our services by written notice effective when received by us. The time charged will include, but is not limited to, the time spent on telephone calls, emails and other electronic communications relating to the transaction, including calls and emails with Town staff and other parties and attorneys. The legal personnel #
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ITEM NO. 9.
Ms. Gabrielle Whelan, Town Attorney
Town of Los Gatos
February 15, 2024
7/21/2022
1302\05\3697443.1
assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement.
Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement.
Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given.
When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required.
Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: [email protected], and keep a copy for your files.
We appreciate the opportunity to work with you and Town staff members, and look forward to representing the Town of Los Gatos on this matter.
Very truly yours,
BARBARA E. KAUTZ
[email protected]
Enclosures: Rate Schedule; Billing Policies and Procedures #
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ITEM NO. 9.
Ms. Gabrielle Whelan, Town Attorney
Town of Los Gatos
February 15, 2024
7/21/2022
1302\05\3697443.1
ACCEPTED AND AGREED:
TOWN OF LOS GATOS
By: __________________________
Its: ___________________________
Date: _________________________
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ITEM NO. 9.
7/21/2022
1302\05\3697443.1
Goldfarb & Lipman LLP
Billing Rates Per Hour
Partner $370-$390
Senior Counsel $365-$390
Associate $275-$365
Senior Law Clerk $260
Law Clerk $210
Project Coordinator $210
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ITEM NO. 9.
7/21/2022
1302\05\3697443.1
GOLDFARB & LIPMAN LLP
LEGAL REPRESENTATION POLICIES AND PROCEDURES
Dear Client:
Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees and payment terms. Accordingly, this letter is intended to briefly explain our billing policies and procedures. We encourage you to discuss with us any questions you may have concerning these policies and procedures.
To determine the value of our services, we require each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the responsible billing attorney. Our billing rates for services rendered for partners, associates, and for paralegals are attached. Our hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of our engagement upon 60 days prior written notice to you.
It is our policy to serve you with the most effective support systems available. Therefore, in addition to our fees for legal services, we may also charge the actual costs for messengers, delivery other than by US postal service, court costs, and other costs and expenses incurred on your behalf that are reasonably necessary for our representation of you.
Our billing statements are due and payable upon receipt. Clients whose statements are not paid within 30 days of the statement date may be assessed a late charge on the unpaid balance at the rate of one-and-a-half percent per month.
We carry professional liability insurance above the limits required by law.
It is our policy to retain and ultimately destroy all files, documents, records, and writings relating to each engagement for which we have been retained without notifying clients or former clients of the destruction of these items. At the termination of services and conclusion of a matter covered by this agreement, we will release promptly upon your request all of your client papers and property, subject to any protective order, state statute, or nondisclosure agreement. After seven years have passed since the conclusion of such matter, we may dispose of your client papers and property. If you wish to have us retain your papers and property beyond seven years after the conclusion of such matter, you must make separate written arrangements with us. Client papers and property include: electronic and hard copy versions of any correspondence, pleadings, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to the client's representation, whether the client has paid for them or not.
In closing, let us assure you that it has always been and will continue to be our goal to provide legal services to you on the most efficient and cost effective bases possible. If you have any questions or comments regarding our billing policies, please feel free to contact us. Thank you for your continued cooperation.
Very truly yours,
GOLDFARB & LIPMAN LLP
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ITEM NO. 9.
PREPARED BY: Bridgette Falconio
Administrative Technician
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: 09/16/2025
ITEM NO: 10
DATE: September 16, 2025
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Adopt an Ordinance Amending Chapter 14, “Licenses and Miscellaneous Business Regulations,” Article V, “Police Alarms,” of the Town Code to Require Alarm Permits for Residences and Render Residential False Alarms Subject to Penalties
Ordinance Title: An Ordinance of the Town Council of the Town of Los Gatos Amending Article V, “Police Alarms,” of Chapter 14, “Licenses And Miscellaneous Business Regulations,” of the Town Code
RECOMMENDATION: Adopt an Ordinance Amending Chapter 14, “Licenses and Miscellaneous Business Regulations,” Article V, “Police Alarms,” of the Town Code to Require Alarm Permits for Residences and Render Residential False Alarms Subject to Penalties.
FISCAL IMPACT:
The ordinance is expected to reduce avoidable public safety expenditures and generate revenue to offset the cost of responding to excessive false alarms. Staff time will be required for initial program setup and administration, which may be recovered through permit fees.
STRATEGIC PRIORITY:
Develop structure to ensure accountability of how funding resources move forward the Town’s core goals and priorities.
DISCUSSION:
At the regular meeting of September 2, 2025, the Town Council held a public hearing to consider the introduction of an Ordinance Amending Chapter 14, “Licenses and Miscellaneous Business Regulations,” Article V, “Police Alarms,” of the Town Code to require Alarm Permits for
ITEM NO. 10.
PAGE 2 OF 2
SUBJECT: Adopt Police Alarm Ordinance
DATE: September 16, 2025
residences and render residential false alarms subject to penalties. The Town Council voted unanimously to approve the introduction of the ordinance, with the following language added to the end of Section 14.50.095: “judicial or administrative proceeding,” as well as a revised effective date of January 1, 2026.
This ordinance (Attachment 1) is returning to the Town Council for final adoption. The Ordinance will take effect January 1, 2026, which will allow time for the Police Department to conduct public outreach.
COORDINATION:
This report was in coordination with the Los Gatos Monte Sereno Police Department and the Town Attorney’s office.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Draft False Alarm Permit Ordinance
ITEM NO. 10.
Ordinance September 16, 2025
ATTACHMENT 1
DRAFT ORDINANCE
AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AMENDING ARTICLE V, “POLICE ALARMS,” OF CHAPTER 14, “LICENSES AND MISCELLANEOUS BUSINESS REGULATIONS,” OF THE TOWN CODE
WHEREAS, the Town’s existing police alarm ordinance is codified at Town Code Sections
14.50.010 through 14.50.240 and currently regulates commercial properties only; and WHEREAS, the police alarm ordinance currently provides for penalties for properties without a police alarm permit or properties with more than two false alarms in a six-month period and the ability to place properties with more than five false alarms in a calendar year in a “no response status;” and
WHEREAS, staff recommends amending the police alarm ordinance to include residential properties;
NOW, THEREFORE, BE IT ORDAINED by the Town Council of the Town of Los Gatos as follows:
SECTION I.
Sections 14.50.010 through 14.50.240 of Article V, “Police Alarms,” of Chapter 14, “Licenses and Miscellaneous Business Regulations,” of the Town Code are amended to read as follows:
DIVISION 1. GENERALLY
Sec. 14.50.010. Findings and purpose.
The Town Council hereby finds as follows:
(1) The public is making increasing use of police alarms, and the Police are therefore being called to respond to such alarms with increasing frequency. (2) More than ninety (90) percent of the alarms received and responded to turn out to be false.
(3) False alarms not only impose a financial burden on the Town, but also, by demanding fast Police response, cause substantial risk both to Police personnel and the public. (4) It is therefore necessary to regulate the use of police alarm systems in the Town and to establish residential and commercial annual alarm permits, service charges, and penalties to be assessed in the event of repeated false alarms.
ITEM NO. 10.
Ordinance September 16, 2025
Sec. 14.50.015. Definitions.
The following words, terms and phrases, when used in this article, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning:
Alarm permit. Documentation that a residential or commercial establishment has filed the appropriate form and paid applicable fees to the Town of Los Gatos to operate an alarm system at a specified location. Alarm permits are non-transferable.
Calendar year. January 1 through December 31 of the current year.
False alarm. Activation of a police alarm system, to which personnel of the Police Department respond, in circumstances where no Police emergency exists; provided, that such activation shall not be deemed a false alarm if the owner thereof establishes, by a preponderance of evidence, that the alarm was activated by matters entirely beyond the owner's control, including but not limited to acts of God or utility failures.
Notice. A written notice, given by personal service, or by the United States mail, postage prepaid, addressed to the person to be notified at the person's last known address. Service of such notice shall be effective upon the completion of personal service, or upon the placing of the notice into the custody of the United States Postal Service.
Owner. The person who owns or controls a police alarm system, including but not limited to a lessee, tenant, or other agent of the legal owner of the premises wherein the alarm system is installed, provided that such agent had actual control of and responsibility for the operation of the premises at the time of any false alarm.
Police alarm system. Any mechanical or electrical device which is designated or used for the detection or warning of unauthorized entry into a building, structure, or facility, or for alerting others of the commission of an unlawful act within a building, structure, or facility, or both, and which emits a sound or transmits a signal or message when activated. Police alarm systems include but are not limited to direct-dial telephone devices, audible alarms, and proprietor alarms. Devices which are not designated or used to register alarms perceptible from outside of the protected building, structure, or facility are excluded from this definition, as are auxiliary devices installed to protect the telephone system from damage or disruption by the use of an alarm system.
Police emergency. The unauthorized violent breaking, and/or entering, damaging or burglary of a building, structure, vehicle, or other facility, or the commission of a violent act likely to produce immediate bodily harm, or an attempt or serious threat of any of the acts described herein.
Premises. Those buildings, structures, vehicles or other facilities protected by a police alarm system and shall not include smaller or discrete subdivisions within such buildings, structures or facilities.
ITEM NO. 10.
Created: 2025-06-09 15:44:56 [EST]
(Supp. No. 97)
Secs. 14.50.020—14.50.075. Reserved.
DIVISION 2. OUTSIDE ALARMS
Sec. 14.50.080. Requirements.
(a) Notices required to be posted. Every person maintaining an outside audible alarm shall post a notice containing the names and telephone numbers of the persons to be notified in order to render repairs and service or secure the premises during any hour of the day or night if the alarm is activated. Such notice shall be posted near the alarm in such a position as to be legible from the ground level adjacent to the building where the alarm is located. (b) Siren sounds prohibited. It shall be unlawful for any person to install or use a police alarm system which upon activation emits a sound similar to sirens in use on public emergency vehicles or for public disaster warning purposes.
(c) Timing devices. All local exterior bells, gongs, noise-making devices or pulsating lights shall have a timing device that will silence or turn off such devices or lights within ten (10) minutes following initial activation.
Sec. 14.50.085. Investigation.
One (1) of the law enforcement officers responding to each alarm shall attempt to ascertain by investigation whether such alarm was a false alarm. If the investigation indicates to the investigating officer that the alarm was a false alarm, the officer shall forward a report of this investigation to the Chief of Police or designee setting forth the findings.
Sec. 14.50.090. Notice to owner and review.
(a) Upon receipt of the report of a false alarm, the Chief of Police or designee shall review the report and may overrule, affirm, or modify the findings of the officer as can be determined from the facts and this article. If the Chief or designee determines that a false alarm occurred as defined by this article, the Chief will cause a written notice to be served upon the owner of the alarm system. The notice will state the following:
(1) A false alarm was apparently made from the described property and the circumstance involved in the false alarm; and
(2) The suggested steps that should be taken to prevent future false alarms; and (3) A warning that if two (2) or more false alarms occur on the premises within a sixmonth period within a calendar year, a higher penalty will apply in accordance with the Town’s administrative fine and penalty schedule and be assessed by the Town against the owner; and
ITEM NO. 10.
Ordinance September 16, 2025
(4) A statement that the owner may file a written response to the notice with the Chief within thirty (30) days of the date of the notice for the Chief or designee to consider in mitigation of the determination that a false alarm occurred, and a warning that the filing of a response is a necessary prerequisite to any current or future contention that the alarm was not false in either a judicial or administrative proceeding; and (5) If the false alarm will subject the owner to an assessment pursuant to section
14.50.225, a statement of the charge to be assessed and the basis for the charge. (b) The owner may respond in writing to the notice from the Chief within thirty (30) days of the notice. If such a response is filed, the Chief or designee will review the response and may conduct additional investigation as appropriate to determine whether a false alarm as defined in this article occurred. The determination of the Chief or designee following such a review shall be final, unless the determination of a false alarm would subject the owner to a false alarm assessment under section 14.50.225 because it would be the third or more false alarm within a six-month period within a calendar year, in which case, the appeal rights under section 14.50.105 apply. If no response, or appeal if applicable, is timely filed, the original determination shall be final.
Sec. 14.50.095. Notice of right to appeal.
In any case where the false alarm will subject the owner to an assessment pursuant to section 14.50.225, the written decision of the Chief of Police will state that the owner may appeal the decision to the Town Manager by filing a notice of appeal with the Town Manager pursuant to section 14.50.100, and a warning that the filing of an appeal is a necessary prerequisite to any current or future contention that the alarm was not false in either a judicial or administrative proceeding.
Sec. 14.50.100. Appeals.
Any person who has filed a response to the Chief of Police and has received an adverse decision regarding a second or more false alarm within a six-month period within a calendar year or a notice of a "no response status" pursuant to section 14.50.110 may appeal by filing a written notice of appeal with the Town Manager within fifteen (15) days after service of the notice of Chief's decision. The written notice of appeal shall specify the grounds for the appeal, and the stated grounds shall constitute the scope of review for the appeal. Filing of a notice of appeal shall stay an assessment until the appeal has been heard by the Town Manager. The appeal shall be set for hearing within thirty (30) days from the filing of the notice of appeal.
The Town Manager may overrule, affirm, or modify the decision of the Chief of Police regarding the false alarm or assessment amount, and the decision of the Town Manager shall be final and conclusive.
ITEM NO. 10.
Created: 2025-06-09 15:44:56 [EST]
(Supp. No. 97)
Sec. 14.50.105. Payment.
Within thirty (30) days of the service of the notice of assessment described in section
14.50.095, the owner of the subject alarm shall remit to the tax and license collector the full amount of the service charge.
Sec. 14.50.110. No response status.
After the Police Department has recorded more than five (5) false alarms within the calendar year, and after the responsible party of the location has been notified by first class mail that false alarms have occurred, the Chief of Police may authorize that the site be placed on a "no response status." The effective date of any no response status shall be twenty (20) days from the date of the notification, subject to an appeal filed pursuant to section 14.50.100.
Once established, a no response status shall remain in effect until the Chief of Police is satisfied that adequate measures have been taken to eliminate the occurrence of false alarms, in which event the no response status shall be provisionally stayed for a maximum period of twelve (12) months. The occurrence of any additional false alarms during that provisional stay shall result in an immediate and non-appealable reinstatement of the no response status. When completed, without additional false alarms, the provisional stay shall terminate. A responsible party whose alarm system has been placed on no response status may appeal that decision as prescribed in section 14.50.100.
Secs. 14.50.115—14.50.155. Reserved.
DIVISION 3. AUTOMATIC CALLS
Sec. 14.50.160. Prohibited without prior written consent. (a) No person, except a public utility engaged in the business of providing communications services and facilities shall use or operate, attempt to use or operate, or cause to be used or operated, or arrange, adjust, program or otherwise provide or install any device or combination of devices that will, upon activation either mechanically, electronically or by other automatic means, initiate an intrastate call and deliver a recorded message to any telephone number without the prior written consent of such subscriber. (b) The term telephone number includes any additional numbers assigned by a public utility company engaged in the business of providing communications services and facilities to be used by means of a rotary or other system to connect with the subscriber to such primary number when the primary telephone number is in use.
ITEM NO. 10.
6 of 8
Ordinance September 16, 2025
Sec. 14.50.165. Registration.
Owners of police alarm systems which operate in the manner described in section
14.50.160 shall register them with the Chief of Police or designee and shall provide the following information:
(1) Name of alarm system owner.
(2) Business name, if any.
(3) Address where alarm system is located.
(4) Billing address.
(5) Alternate responsible parties
(6) Such other pertinent information as is required by the Chief of Police.
Secs. 14.50.170—14.50.220. Reserved.
DIVISION 4. FALSE ALARMS
Sec. 14.50.225. Charges.
There is hereby imposed a service charge upon every owner who reports, causes to be, or permits to be reported two (2) or more false alarms within a six-month period within a calendar year. Such service charge shall be set by the Town Council by resolution. A separate penalty shall be imposed for each false alarm beyond two (2) within a six-month period within a calendar year.
If the Police Department responds to an alarm at any residence or business operating in the Town of Los Gatos without a permit pursuant to subsection 14.050.240(a), such residence or business shall be charged two times the annual permit fee. The fee is payable within thirty (30) days to the Town of Los Gatos. If the alarm additionally was determined to be false, the business shall also incur one (1) false alarm violation pursuant to section 14.050.225.
Sec. 14.50.230. Exemptions.
For thirty (30) days after completion of an installation, new installations shall be exempt from this division.
Sec. 14.50.235. Collection.
If any person fails to pay the charges assessed pursuant to the provisions of this article, the Town may institute an action in any court of competent jurisdiction to collect any charges which may be due and payable in the same manner as any other debts owing to the town and
ITEM NO. 10.
7 of 8
Ordinance September 16, 2025
placed on a "no response status" until all past due debts are received. Alternatively, the Town may seek restitution of applicable fees via collection services, through an outside vendor.
DIVISION 5. ALARM PERMIT REQUIREMENT
Sec. 14.50.240. Alarm permit process.
(a) Permits. No residential or commercial building owner or operator shall operate or cause to be operated any alarm system within the Town of Los Gatos without a permit. Alarm system permits are not transferable.
(b) Exemptions. The provisions of this chapter are not applicable to, motor vehicles or facilities of the Town of Los Gatos.
(c) Obtaining alarm system virtual permits and renewal. Application for an alarm system virtual permit and renewal required under this chapter shall be issued by the Chief of Police or designee virtual permit fees are collected at the time of application and will not be pro-rated. The alarm system permit must be renewed annually by the last business day in December for the next calendar year. Such permit and renewal fees shall be established by council resolution.
(d) Contents of the online permitting process. The completed online application for an alarm system permit or renewal form shall state the name, address and telephone number of the applicant, the address and telephone number of the applicant's property serviced by any alarm system, as well as the name and address of at least three (3) responsible parties who can render service to the alarm system at any hour of the day or night and such other information as the Chief of Police or designee may deem appropriate. (g) Reporting Changes. Any alarm residence or business registered with the Police Department shall immediately report in writing to the Police Chief or designee any change in the address or ownership of the residence or business, name of the business, if applicable, address of the manager of operations or responsible party list.
SECTION II. Severability.
In the event that a court of competent jurisdiction holds any Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance unconstitutional, preempted, or otherwise invalid, the invalid portion shall be severed from this Article and shall not affect the validity of the remaining portions of this Article. The Town hereby declares that it would have adopted each Section, subsection, paragraph, sentence, clause, or phrase in this Section irrespective of the fact that any one or more Sections, subsections, paragraphs, sentences, clauses or phrases in this Section might be declared unconstitutional, preempted, or otherwise invalid.
ITEM NO. 10.
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Ordinance September 16, 2025
SECTION III. CEQA.
Adopting this Ordinance is not a project subject to CEQA because it can be seen with certainty that it will not impact the environment (CEQA Guidelines Section 15378).
SECTION IV. Publication.
The Town Council hereby directs the City Clerk to cause this Ordinance or a summary thereof to be published or posted in accordance with Section 36933 of the Government Code of the State of California.
SECTION V. Effective Date.
The Ordinance will take effect January 1, 2026, which will allow time for the Police Department to conduct public outreach. This Ordinance was introduced at a regular meeting of the Town Council of the Town of Los Gatos on the 2 day of September 2025, and adopted by the Town Council of the Town of Los Gatos at its regular meeting on the 16 day of September 2025, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
_______________________________
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
___________________________________
TOWN CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ITEM NO. 10.
PREPARED BY: Samina Merchant
Associate Planner
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Community Development Director, and Finance Director
110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 09/16/2025
ITEM NO: 11
DATE: September 11, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Consider a Request for Approval to Modify Planned Development Ordinance 1281 to Increase the Maximum Floor Area Ratio (FAR) and Lot Coverage for Property Zoned R-M:5-12:PD. Located at 130 Vasona Oaks Drive. APN 424-42-008. Exempt Pursuant to CEQA Guidelines, Section 15061 Review for Exemption (b)(3). Planned Development Amendment Application PD-25-002. Applicant: Elad Batito, Green Bay Remodeling Inc.
Property Owner: Ken MacDonald. Project Planner: Samina Merchant.
Ordinance Title: An Ordinance of the Town Council of the Town of Los Gatos Repealing and Replacing Planned Development Ordinance 1281 Establishing Development Standards and Allowable Uses for Lots within the Planned Development Overlay Zone Relative to the Maximum Floor Area Ratio and the Maximum Lot Coverage Allowed on Lot 8 in the Vasona Oaks Subdivision at Vasona Oaks Drive.
RECOMMENDATION: Accept the Planning Commission’s recommendation and introduce a new Ordinance repealing and replacing Planned Development Ordinance 1281 to increase the maximum floor area ratio (FAR) and lot coverage for property zoned R-M:5-12:PD, located at 130 Vasona Oaks Drive.
FISCAL IMPACT:
There is no fiscal impact associated with this action. Repealing and replacing a Planned Development Ordinance does not in itself result in an impact on the Town’s budget.
STRATEGIC PRIORITY:
There is no strategic priority associated with the item.
ITEM NO. 11.
PAGE 2 OF 4
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: September 11, 2025
BACKGROUND:
The subject property is approximately 1,977 square feet, located in the northern portion of the Planned Development (PD), Vasona Oaks subdivision (Attachment 1). The site is developed with an existing detached single-family residence of 2,001 square feet and a 464 square foot attached garage.
PD Ordinance 1281 was adopted by the Town Council in December 1975. The PD Ordinance allowed rezoning the property from R-M:5-12 to R-M:5-12:PD, allowing subdivision of the property into 17 single-family lots and one common area lot (Attachment 3, Exhibit 3).
In May 1976, the Planning Commission approved construction of 17 detached single-family residences, landscaping, parking, and other improvements as detailed in the “Precise Development Plan” submitted with the Zone Change and Subdivision applications.
According to County Assessor records, the existing residence on the subject property was constructed in 1977. In July 1999, the Town approved an application to convert a portion of the existing attic space into a living area for this property through the Minor Residential Development application process.
DISCUSSION:
A. Project Summary
The property owner is requesting an amendment to PD Ordinance 1281 to increase the maximum FAR from 1.01 to 1.22 and lot coverage from 66 percent to 73.40 percent. No construction or site development is proposed with this application. If this PD amendment application is approved, a development proposal for the construction of additions greater than 100 SF to an existing second story would be reviewed and processed under a future Minor Residential Development application.
Full discussion and analysis of the project is provided in the August 13, 2025, Planning Commission Staff Report (Attachment 3). A draft modified PD Ordinance is included as Attachment 2.
B. Planning Commission
On August 13, 2025, the Planning Commission received the staff report and applicant’s presentation on the proposed project (Attachment 4). Included in the staff report packet was correspondence with the Vasona Oaks Homeowners Association (HOA), indicating their approval and a summary of the applicant's conducted neighborhood outreach results (Attachment 3, Exhibit 7). After discussing the matter, the Planning Commission voted unanimously to recommend approval of the project to the Town Council.
ITEM NO. 11.
PAGE 3 OF 4
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: September 11, 2025
PUBLIC COMMENTS:
Consistent with the Town’s Height Pole, Flagging, Netting, and Signage Policy, a project sign was installed on the site on May 9, 2025. Installation of story poles is not required under the policy.
Additionally, notice cards for the Town Council meeting were mailed to all property owners and residents within 300 feet of the PD, a legal advertisement was published in the newspaper, and meeting agendas were posted at Town Hall and the Library. No public comments were received during the Planning Commission review, and none have been submitted at the time this report was published.
CONCLUSION:
The property owner is requesting an amendment to PD Ordinance 1281 to increase the maximum FAR and lot coverage for property zoned R-M:5-12:PD, located at 130 Vasona Oaks Drive. No construction or site development is proposed with this application. Any future development proposal for the subject property would be processed and reviewed under a separate planning application.
RECOMMENDATION:
Staff recommends that the Town Council take the following actions to approve the PD amendment:
1. Make the finding that the proposed project is Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3):
Review for Exemption (Exhibit 2 of Attachment 3);
2. Make the findings required by Section 29.80.095 of the Town Code for a Planned Development Ordinance (Exhibit 2 of Attachment 3);
3. Make the finding that the amendment to the Planned Development Ordinance is consistent with the General Plan (Exhibit 2 of Attachment 3); and
4. Approve Planned Development application PD-25-002 and introduce the Ordinance affecting the zone change (Attachment 2).
ALTERNATIVES:
Alternatively, the Council can:
1. Approve the application with additional and/or modified conditions; or
2. Continue the matter to a date certain with specific direction; or
3. Deny the applications and make the required findings for denial.
ITEM NO. 11.
PAGE 4 OF 4
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: September 11, 2025
COORDINATION:
This memorandum has been prepared in coordination with the Building Division, Park and Public Works Department, Santa Clara County Fire Department, and the Town Attorney’s Office.
ENVIRONMENTAL ASSESSMENT:
This Project is Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3), in that it can be seen with certainty that there is no possibility that the proposed amendment to the PD Ordinance will have a significant effect on the environment. The application proposes minor amendments to performance standards regarding the allowable FAR and lot coverage for developed property.
ATTACHMENTS:
1. Location map
2. Draft Planned Development Ordinance
3. August 13, 2025, Planning Commission Staff Report, with Exhibits 1 through 9
4. August 13, 2025, Planning Commission Verbatim Minute
ITEM NO. 11.
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ITEM NO. 11.
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ITEM NO. 11.
ORDINANCE NO.
AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS REPEALING AND REPLACING PLANNED DEVELOPMENT ORDINANCE 1281 ESTABLISHING
DEVELOPMENT STANDARDS AND ALLOWABLE USES FOR LOTS WITHIN THE
PLANNED DEVELOPMENT OVERLAY ZONE AND THE
MAXIMUM FLOOR AREA RATIO AND THE MAXIMUM LOT COVERAGE ALLOWED ON LOT 8 IN THE VASONA OAKS SUBDIVISION
AT VASONA OAKS DRIVE.
WHEREAS, the applicant, Elad Batito of Green Bay Remodeling Inc., proposes to modify Planned Development Ordinance 1281 to allow an increase in floor area ratio and lot coverage beyond the limits authorized by Ordinance 1281 for the property located at 130 Vasona Oaks Drive (Lot 8 in the Vasona Oaks Subdivision);
WHEREAS, the performance standards of the original Planned Development Ordinance will remain in effect for all lots within this Planned Development Overlay Zone, except where allowed or modified by Performance Standard #9 below for Lot 8; WHEREAS, the Town Council considered the Planning Commission’s recommendation, the staff report, and all evidence and testimony presented at the public hearing, and finds that the requested amendments are compatible with the surrounding neighborhood and consistent with the goals and policies of the General Plan; and
WHEREAS, the Town Council approves Planned Development application PD-25-002 to repeal and replace Planned Development Ordinance 1281 adopting the “Development Plan for Lot 8” for the property, clarifying development standards, allowable uses, and performance standards for this Planned Development Zone as well as standards specific to Lot 8 within the Vasona Oaks Subdivision.
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS DOES ORDAIN AS FOLLOWS:
SECTION I. Legislative Findings.
A. With regard to CEQA,the request to modify Planned Development Ordinance 1281 is not subject to the California Environmental Quality Act, because it can be seen with certainty that it will not impact the physical environment. (CEQA Guidelines Section 15061(b)(3).) B. With regard to required compliance with the Town Code, as required by Section 29.80.095 of the ATTACHMENT 2
ITEM NO. 11.
Town Code for granting a Planned Development Overlay Zone, the proposed amendment:
1. Is consistent with Chapter 29, Article VIII, Division 2 of the Town Code in that it meets the purpose and intent of a Planned Development Overlay Zone;
2. Conforms with the goals, policies, and applicable land use designations and standards of the Town’s General Plan, including but not limited to Policy LU-6.8;
3. Conforms with all other applicable provisions of the Town Code, including Town Council–adopted guidelines, except as otherwise modified through the Planned Development process; and
4. Includes development standards or uses that deviate from the underlying zoning in a way that results in innovative site planning and provides public benefit through maximized open space.
C. With regard to required consistency with the Town’s General Plan,the amendment to the Planned Development Overlay is consistent with the General Plan and its Elements, including but not limited to Policy LU-6.8; and that the amendment to the Planned Development Overlay zoning is consistent with the existing General Plan designation.
SECTION II. Planned Development Overlay Zone.
The zoning of the property shown on the map which is attached hereto as Exhibit A and is a part of this ordinance will remain R-M:5-12:PD (Multiple Family Residential, 5-12 dwelling units per net acre – Planned Development), but the performance standards will be amended as set forth below.
SECTION III. Uses and Improvements Authorized.
The PD (Planned Development) Zone established by this Ordinance authorizes development on the above-described real property of 17 single family detached dwellings, landscaping, parking, and other Improvements shown and required on the “Official Development Plan” on file with the Town Clerk and Planning Department. Permitted uses for the project are specified by Chapter 29, Article IV, Division 6 of the Zoning Ordinance (as this section exists at the time of the adoption of this Ordinance or as amended in the future), and on Page 1 of the developer's "Official Development Plan.” All other uses as listed in Section
29.40.615 of the Zoning Ordinance are conditional uses and require issuance of a Conditional Use Permit.
SECTION IV. Minor Residential Development Approval Required.
Prior to the issuance of any permits in compliance with the “Official Development Plan” and the “Development Plan for Lot 8” hereby approved, Minor Residential Development approval is required.
ITEM NO. 11.
SECTION V. Official Development Plan
The "Official Development Plan” for the Planned Development established by this Ordinance consists of this Ordinance and the following listed plans (approved stamped, December 1, 1975) and the “Development Plan for Lot 8,” which are on file in the Office of the Town Clerk and the Community Development Department.
1. Sheet No. 1: Site plan, illustrating: 17 detached single-family residences, garages, 17 open off-street parking stalls, landscaping areas, balconies and decks, and vehicular access and circulation.
2. Sheet No. 2: Section through the property showing the slope, and units on either side of the proposed street.
3. Sheet No. 3: Block elevation of all units facing the University Avenue street scene.
4. Sheets 4, 5, and 6: Typical building elevations of both uphill and downhill structures.
5. Development Plan for Lot 8, included as Exhibit 9 of the August 13, 2025, Planning Commission Staff Report.
SECTION VI. Performance Standards.
In addition to the foregoing plans, the following performance standards are part of the “Official Development Plan:”
1. That the conditions, covenants, and restrictions be submitted for approval in conjunction with the tentative subdivision map and the Precise Development Plan.
2. That the setbacks and building separations shown on the “Official Development Plan” be considered as minimum in preparation of the Precise Development Plan.
3. That all paved areas be separated from landscaped areas with a 6” high concrete curb.
4. That the applicant guarantee by contract and bond the installation of street improvements as follows:
University Avenue: Widen approximately 12 feet to provide left-turn storage at the Intersection with the new street. Install new concrete curb and gutter and street lighting.
New Street: Install curb and gutter, pavement (24' curb to curb), street lighting, storm drainage and sanitary sewer.
5. Dedication of right-of-way along University Avenue, as required, to a line 10 feet behind the new face of curb.
6. Dedication of the interior street and cul-de-sac bulb. The interior street shall be 24 feet (curb to curb) within a 26-foot minimum right-of-way.
7. That the garages shall be located less than 10 feet or more than 20 feet from the curb line.
ITEM NO. 11.
8. That a soils engineering report be provided to establish the stability of the existing slope bank, and shall recommend grading procedures and protective measures for the project.
This report shall be to the satisfaction of the Town Engineer.
9. Lot 8 will be subject to the performance standard set forth above. However, the “Official Development Plan” shall be deemed to include development plans specific to Lot 8 reflecting modifications to a single-family residence located at 130 Vasona Oaks Drive (APN: 424-42-008) included as Exhibit 9 of the August 13, 2025, Planning Commission Staff Report. These Lot 8 modifications include the enclosure of an existing second-story deck to create an enclosed 231-square foot sunroom, expansion of the second floor living area by 91 square feet, and creation of 92 square feet of additional living area on the third floor. As a result of these modifications on Lot 8, the maximum floor area ratio (FAR) will increase from 1.01 to 1.22, and lot coverage will increase from 66 percent to 73.40 percent. The modified plans for Lot 8 are on file in the Office of the Town Clerk and Planning Department and shall be subject to the same standards and conditions as the original approved Precise Development Plan with the exception of FAR and lot coverage as outlined above.
SECTION VII. Severability.
In the event that a court of competent jurisdiction holds any Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance unconstitutional, preempted, or otherwise invalid, the invalid portion shall be severed from this Ordinance and shall not affect the validity of the remaining portions of this Ordinance. The Town hereby declares that it would have adopted each Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance irrespective of the fact that any one or more Sections, subsections, paragraphs, sentences, clauses, or phrases in this Ordinance might be declared unconstitutional, preempted, or otherwise invalid.
SECTION VIII. Publication.
In accordance with Section 36937 of the Government Code of the State of California, this Ordinance takes effect 30 days from the date of its passage. The Town Council hereby directs the Town Clerk to cause this Ordinance or a summary thereof to be published or posted in accordance with Section 36933 of the Government Code of the State of California.
ITEM NO. 11.
SECTION IX. Effective Date.
This Ordinance was introduced at a regular meeting of the Town Council of the Town of Los Gatos on the 16th day of September 2025, and adopted by the Town Council of the Town of Los Gatos at its regular meeting on the ____ day of _____ 2025, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
_______________________________
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
___________________________________
TOWN CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
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ITEM NO. 11.
UNIVERSITY AV
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TOWN OF LOS GATOS
Application No.
Change of zoning map amending the Town Zoning Ordinance.
Zone Change
Prezoning
From: R-M:5-12:PD To: R-M:5-12:PD
PD-25-002 A.P.N. # 424-42-008
Forwarded by Planning Commission
Approved by Town Council
Clerk Administrator:
Date:
Mayor:
Date: August 13, 2025
Ord:
§
Santa Clara
County
Town of
Los Gatos
EXHIBIT A
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ITEM NO. 11.
PREPARED BY: Samina Merchant
Associate Planner
Reviewed by: Planning Manager, Community Development Director, and Town Attorney 110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
PLANNING COMMISSION
REPORT
MEETING DATE: 08/13/2025
ITEM NO: 4
DATE: August 8, 2025
TO: Planning Commission
FROM: Joel Paulson, Community Development Director
SUBJECT: Consider a Request for Approval to Modify Planned Development Ordinance 1281 to Increase the Maximum Floor Area Ratio (FAR) and Lot Coverage for Property Zoned R-M:5-12:PD. Located at 130 Vasona Oaks Drive. APN 424- 42-008. This Request for Modification of a Planned Development Ordinance is not Considered a Project Pursuant to the California Environmental Quality Act. Planned Development Amendment Application PD-25-002. Applicant:
Elad Batito, Green Bay Remodeling Inc. Property Owner: Ken MacDonald.
Project Planner: Samina Merchant.
RECOMMENDATION:
Forward a recommendation of approval to the Town Council on a request to modify Planned Development Ordinance 1281 to increase the maximum floor area ratio (FAR) and lot coverage for property zoned R-M:5-12:PD, located at 130 Vasona Oaks Drive.
PROJECT DATA:
General Plan Designation: Medium Density Residential
Zoning Designation: R-M:5-12:PD, Multiple Family Residential (five to 12 dwelling units per acre) – Planned Development Overlay
Applicable Plans & Standards: General Plan, Town Code
Parcel Size: 1,977 square feet
Surrounding Area
Existing Land Use General Plan Zoning
North Residential Medium Density Residential R-M:5-12:PD East Open Space Open Space RC
South Residential Medium Density Residential R-M:5-12:PD West Residential Medium Density Residential R-M:5-12
ATTACHMENT 3 Page 305
ITEM NO. 11.
PAGE 2 OF 7
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: August 8, 2025
CEQA:
The request to modify Planned Development (PD) Ordinance 1281 is not considered a project pursuant to the California Environmental Quality Act.
FINDINGS:
As required by Section 29.80.095 of the Town Code for granting approval of a Planned Development Overlay Zone; and
That the amendment to the Planned Development Overlay Zone is consistent with the General Plan.
ACTION:
Forward a recommendation regarding Planned Development Amendment application PD-25-002 to the Town Council.
BACKGROUND:
The subject property is approximately 1,977 square feet, located in the northern portion of the Vasona Oaks subdivision (Exhibit 1). The site is developed with an existing detached singlefamily residence of 2,001 square feet, with a 464-square foot attached garage.
In December 1975, the Town Council adopted PD Ordinance 1281, rezoning the property from R-M:5-12 to R-M:5-12:PD, allowing subdivision of the property into 17 single-family lots and one common area lot (Exhibit 3).
In May 1976, the Planning Commission approved construction of 17 detached single-family residences, landscaping, parking, and other improvements as detailed in the “Precise Development Plan” submitted with the Zone Change and Subdivision applications.
According to County Assessor records, the existing residence on the subject property was constructed in 1977. In July 1999, the Town approved an application to convert a portion of existing attic space into a living area for this property through the Minor Residential Development application process.
PROJECT DESCRIPTION:
A. Location and Surrounding Neighborhood
The subject lot is approximately 1,977 square feet, located in the northern portion of the Vasona Oaks subdivision (Exhibit 1). The site is developed with a detached single-family
ITEM NO. 11.
PAGE 3 OF 7
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: August 8, 2025
residence that is 2,001 square feet, including a 464-square-foot attached garage. The property takes access from the west side of University Avenue via Vasona Oaks Drive, just north of Farley Road. Adjacent properties are developed with single-family residences and are zoned R-M:5-12:PD.
B. Project Summary
The property owner is requesting an amendment to PD Ordinance 1281 to increase the maximum FAR and lot coverage allowed for the subject property. No construction or site development is proposed with this application. If this PD amendment application is approved, a development proposal for the construction of additions greater than 100 SF to an existing second story would be reviewed and processed under a future Minor Residential Development application.
C. Zoning Compliance
PD Ordinance 1281 allowed for subdivision of the property and development of the 17 lots with single-family residences. The subject property’s lot width, lot size, setbacks, FAR, and lot coverage were approved through the development plans included with PD Ordinance 1281.
The proposed PD amendment would allow for an increase to the maximum allowable FAR and lot coverage for the subject property and would not alter the existing lot size, width, or setbacks. The proposed future development includes an increase in total living area from 2,001 square feet to 2,416 square feet, with additions proposed to the second and third floors. The first floor and garage area would remain unchanged. As a result, the FAR of the residence would increase from 1.01 to 1.22 and the lot coverage would increase from 66 percent to 73.4 percent.
A summary of the R-M:5-12 development standards, approved PD plans, and the proposal is provided in the following table:
ITEM NO. 11.
PAGE 4 OF 7
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: August 8, 2025
R-M:5-12 Development Standards
R-M:5-12:PD
Precise
Development
Plans
Existing
Conditions
Proposed
Conditions
Lot Size unknown 1,977 sf No change
FAR-Home Approx. 0.89 1.01 1.22
FAR-Garage 0.233 0.233 No change
Lot Coverage Approx. 66% 66% 73.40%
First Floor Living 678 sf No change No change
Second Floor Living 1,087 sf 1,087 sf 1,409 sf
Third/Mezzanine Floor Living - 236 sf 329 sf
Total 1,765 sf 2,001 sf 2,416 sf
Garage 464 sf No change No change
DISCUSSION:
A. Planned Development Amendment
The applicant is requesting approval to modify PD Ordinance 1281. The proposed modifications include enclosing an existing second-story deck to create a 231-square foot sunroom, expanding the second-floor living area by 91 square feet, and converting 93 square feet of existing attic area to living area within the existing roof structure. This request requires the addition of a new Performance Standard #9 to the amended Ordinance (Exhibit 4). The applicant asserts that the project would not expand the building footprint and the visual character of the neighborhood would remain unchanged (Exhibit 5).
However, the addition of the sunroom expands the building footprint, contributing to the increase in lot coverage, and adds visual mass to the second story. The overall design would continue to remain consistent with the style and scale of the surrounding neighborhood, as the proposed modifications would utilize the existing structure by enclosing a second-story deck rather than significantly expanding the building footprint outward. The proposed project continues to meet the open space requirements of the underlying zone.
The following table summarizes the size of the residences within the Vasona Oaks subdivision. The lot sizes range from 1,711 square feet to 2,616 square feet. Based on Town and County records, the square footage of the residences ranges from 1,750 square feet to 2,001 square feet. In terms of FAR and square feet, the proposed increase to the allowable FAR and residence size on Lot 8 would result in the largest residence within the Vasona Oaks subdivision.
ITEM NO. 11.
PAGE 5 OF 7
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: August 8, 2025
The subject property's square footage was recently measured to reflect current and proposed conditions. Town records show that at least two other residences have expanded livable space by converting attic areas within the existing roofline.
FAR Comparison - Neighborhood Analysis
Lot Address Lot Size Residence FAR Stories Garage
1 100 Vasona Oaks Dr 2,223 1,750 sf 0.79 2 451 sf
2 104 Vasona Oaks Dr 1,867 1,750 sf 0.94 2 451 sf
3 108 Vasona Oaks Dr 2,097 1,750 sf 0.83 2 451 sf
4 112 Vasona Oaks Dr 2,403 1,750 sf 0.73 2 451 sf
5 116 Vasona Oaks Dr 2,225 1,750 sf 0.79 2 451 sf
6 120 Vasona Oaks Dr 1,871 1,896 sf 1.01 3 451 sf
7 126 Vasona Oaks Dr 2,026 1,956 sf 0.97 3 451 sf
8 130 Vasona Oaks Dr
(Existing)
1,977 2,001 sf 1.01 3 464 sf
8 130 Vasona Oaks Dr
(Proposed)
1,977 2,416 sf 1.22 3 464 sf
9 134 Vasona Oaks Dr 1,711 1,750 sf 1.02 2 451 sf
10 125 Vasona Oaks Dr 2,494 1,850 sf 0.74 2 430 sf
11 123 Vasona Oaks Dr 2,608 1,850 sf 0.71 2 430 sf
12 119 Vasona Oaks Dr 2,576 1,850 sf 0.72 2 430 sf
13 115 Vasona Oaks Dr 2,478 1,850 sf 0.75 2 430 sf
14 111 Vasona Oaks Dr 2,616 1,850 sf 0.71 2 430 sf
15 109 Vasona Oaks Dr 2,097 1,850 sf 0.88 2 430 sf
16 105 Vasona Oaks Dr 2,608 1,850 sf 0.71 2 430 sf
17 101 Vasona Oaks Dr 2,426 1,850 sf 0.76 2 430 sf
Should the request to modify the PD Ordinance 1281 be approved, a Minor Residential Development application will be required to review the proposed additions greater than 100 SF to an existing second story.
B. Neighbor Outreach
The applicant submitted correspondence indicating approval from the Vasona Oaks Homeowners Association (Exhibit 6). The applicant also conducted neighborhood outreach, which included a list of contacted property owners and a summary of the outreach results (Exhibit 7). No public comments were received at the time of this report's preparation.
PUBLIC COMMENTS:
Written notice was sent to property owners and occupants within 300 feet of the property. No comments were received at the time this report was published.
ITEM NO. 11.
PAGE 6 OF 7
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: August 8, 2025
ENVIRONMENTAL REVIEW:
The request to modify PD Ordinance 1281 is not considered a project pursuant to the California Environmental Quality Act.
CONCLUSION:
A. Summary
The property owner is requesting an amendment to PD Ordinance 1281 to increase the maximum FAR and lot coverage on the property located at 130 Vasona Oaks Drive. No construction or site development is proposed with this application. Any future development proposal for the subject property would be processed and reviewed under a separate planning application.
B. Recommendation
Based on the summary above, staff recommends the Planning Commission take the following actions to forward the PD amendment application to the Town Council with a recommendation of approval:
1. Recommend that the Town Council make the findings required by Section 29.80.095 of the Town Code for a Planned Development Ordinance (Exhibit 2); and
2. Recommend that the Town Council adopt the amended Planned Development Ordinance.
C. Alternatives
Alternatively, the Commission can:
1. Forward a recommendation for approval of the application with modified performance standards to the Town Council; or
2. Forward a recommendation of denial of the application to the Town Council; or
3. Continue the matter to a date certain with specific direction.
ITEM NO. 11.
PAGE 7 OF 7
SUBJECT: 130 Vasona Oaks Drive/PD-25-002
DATE: August 8, 2025
EXHIBITS:
1. Location map
2. Required findings
3. Planned Development Ordinance 1281
4. Draft Planned Development Ordinance
5. Letter of Justification
6. Vasona Oaks Homeowners Association (HOA) Approval
7. Summary of Neighborhood Outreach
8. Site Photos
9. Development Plans
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ITEM NO. 11.
PLANNING COMMISSION – August 13, 2025
REQUIRED FINDINGS FOR:
130 Vasona Oaks Drive
Planned Development Amendment PD-25-002
Requesting Approval for Modification of Planned Development Ordinance 1281 to Increase the Maximum Floor Area Ratio (FAR) and Lot Coverage for Property Zoned R-M:5-12:PD. This Request for Modification of a Planned Development Ordinance is not Considered a Project Pursuant to the California Environmental Quality Act.
Property Owner: Ken MacDonald
Applicant: Elad Batito, Green Bay Remodeling Inc
FINDINGS
Required finding for CEQA:
■ The request to modify Planned Development Ordinance 1281 is not considered a project pursuant to the California Environmental Quality Act.
Required compliance with the Town Code:
■ As required by Section 29.80.095 of the Town Code for granting a Planned Development Overlay Zone, the proposed amendment:
The proposed amendment is consistent with Chapter 29, Article VIII, Division 2 of the Town Code in that it meets the purpose and intent of a Planned Development Overlay Zone;
The proposed amendment is in conformance with the goals, policies, and applicable land use designations and standards of the Town’s General Plan, including but not limited to Policy LU-6.8;
The proposed amendment is in conformance with all other applicable provisions of the Town Code, including Town Council–adopted guidelines, except as otherwise modified through the Planned Development process; and
The proposed amendment includes development standards or uses that deviate from the underlying zoning in a way that results in innovative site planning and provides public benefit through maximized open space.
Required consistency with the Town’s General Plan:
■ That the amendment to the Planned Development Overlay is consistent with the General Plan and its Elements, including but not limited to Policy LU-6.8; and that the amendment to the Planned Development Overlay zoning is consistent with the existing General Plan designation.
EXHIBIT 2
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ITEM NO. 11.
ORDINANCE NO. J 2 8 J
AN ORDINANCE OF THE TOWN OF LOS GATOS AMENDING
THE ZONING ORDINANCE EFFECTING ZONE CHANGE
NO. 149 FROM R-M:5-12 TO R4 M:5-12-PD.
The Town Council of the Town of Los Gatos does ordain as follows:
SECTION I.
The Zoning Ordinance of the Town of Los Gatos is hereby amended to change the zon1ng of the property shown on the map which is attached hereto and Is a part of this ordinance from R-M:5-12 (Multiple Family Residential, S-12 dwelling units per net acre) to R-M:5-12-PD (Multiple Family Residential, S-12 dwelling units per net acre - Planned Development).
SECTION 2.
Uses and Improvements Authorized
The PD (Planned Development Combining) Zone established by this Ordinance quthorizes development on the above described real property of 17 single family detached dwellings, landscaping, parking and other Improvements shown and required on' ;h;· ·;·•oiti~'I a 1 Deve I opment" Pt~~~/~~- f 11 ~' wl th the Town C 1 erk a-nd Pl a~n t ~J:
Department. Permitted uses for the project are specified by Article 6-1, Section 6-1.~ of the Zoning Ordinance (as this section exists at the time of the adoption of this Ordinance or as amended In the future), and on Page 1 of the developer's "Official Development Plan11 • All other uses as listed In Section 6-1.5 of the Zoning Ordinance are conditional uses and require Issuance of a Conditional Use Permit.
SECTION 3.
Offtclal Development Plan
Prior to the Issuance of any permits in compliance with the 110fflclat Development Plan11 hereby approved, precise plans 5hall be submitted to and approved by the Planning Convnlsslon of the Town of Los Gatos pursuant to Section 20.11 of Ordinance 867.
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ITEM NO. 11.
The 11 0fflcJal Development Plan" for the Planned Development Comb Inf ng District established by this Ordinance consists of this Ordinance and the following Jtsted plans (approved stamped, __ o_e_c_._ 1 ___ , _1 _9_7_5 ___ .), which are those required by compJtance with Sections 20.6 through 20.9 of the Town Zoning Ordinance, and are on file In the Office of the Town Clerk and the Office of the Town Planning Department.
1. Sheet Ho. I: Site plan, illustrating: 17 detached sfngle family residences, garages, 17 open off-street parking stalls, landscaping areas, balconies and decks, and vehicular access and circulation.
2. Sheet No. 2: Section through the property showing the slope, and units on either side of the proposed street.
3. Sheet No. 3: Block elevation of all units facing the University Avenue street scene.
4. Sheets 4, 5 and 6: Typical building elevations of both uphill and downhill structures.
In addition to the foregoing plans, the followfng performance standards are · '::,. ·•.· ...... . part of the 110'ff"idif "oevelopmenf"Plan'l:
1. That the conditions, covenants and restrictions be submitted for approval In conjunction with the tentative subdivision map and the Precise Development Plan.
2. That the setbacks and bul I ding separations shown on the "Offlc:lal Development Plan" be considered as minimum tn preparation of the Precise Development Plan.
3. That all paved areas be separated from landscaped areas with a 611 high concrete curb.
4. That the applicant guarantee by contract and bond the Installation of street Improvements as follows:
University Avenue: Widen approximately 12 feet to provide left-turn storage at the Intersection with the new street. Install new concrete curb and gutter and street lighting.
New Street: Install curb and gutter, pavement (24' curb to curb), street 1l ghtlng, storm drainage and sanitary sewer.
S. Dedication of right-of-way along University Avenue, as required, to a llne to feet behind the new face of curb.
6. Oedlcatlon of the Interior street and cut-de-sac bulb. The lnterfor street sha11 be 24 feet (curb to curb) within a 26-foot minimum right-of-way.
ITEM NO. 11.
]'. That the garages shall be located less than 10 feet or more than 20 feet . from the curb tine.
8. That a soils engineering report be provided to establish the stability of the existing slope bank, and shall recommend grading procedures and protective measures for the project. This report shall be to the satisfaction of the Town Engineer.
SECTION 4.
The Town Clerk shall attest to the adoption of this Ordinance. This Ordinance shall be publfshed once in the Los Gatos Times-Saratoga Observer, a newspaper of general circulation, prfnted and published in the Town of Los Gatos within fifteen (IS) days of its final passage and this Ordinance shalt take effect thirty {30) days following its final passage.
The above and foregoing Ordinance was duly and regularly fntroduced at a meetfng of the Town Council of the Town of Los Gatos held on the 1st day of ___ D_e_c_. __ , 197L PASSED ANO ADOPTED as an Ordinance o.f the Town of Los Gatos, Ca11fornla, at a regular meet Ing of·, the Town Counc 11 held on the 15th day of __ D_e_c_. __ , 197 _!L, by the following vote:
., '"AVES:·, . ,: :·, :> ·.-~. -ircoUNCIL MEMBERS· •.. ,. Ruth Cannon Mark B. DiDuca
John B. Lochner
_Albert B. Smith
Egon Jensen
NOES: COUNCIL MEMBERS None
-------------------
ABSENT: COUNCIL MEMBERS __________ N_o_n_ e ______ _
SIGNED: MAYOR OF THE TOWN OF LOS GATOS
S/ Egon Jensen
ATTEST:
S/ Jo Leibfritz (seal)
CLERK OF THE TOWN OF LOS GATOS Page 319
ITEM NO. 11.
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T01WH OF LOS GATOS
Application No. z-75-6I Change of zoning m
Amending. Ordinance 867 of Town Zoning Ordinance
~ Zone Change from M --z-1g. to t:M : 5-iz. -A
□~~- fu ___ _
Approved by Planning Commission date ocz: zz, 1~z5
Approved by Town Council date Dec.15,1975 Ord. 1281
ITEM NO. 11.
ORDINANCE NO.
AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AMENDING PLANNED DEVELOPMENT ORDINANCE 1281 ESTABLISHING
DEVELOPMENT STANDARDS AND ALLOWABLE USES FOR LOTS WITHIN THE
PLANNED DEVELOPMENT OVERLAY ZONE RELATIVE TO THE
MAXIMUM FLOOR AREA RATIO AND THE MAXIMUM LOT COVERAGE ALLOWED ON LOT 8 IN THE VASONA OAKS SUBDIVISION AND
REPEALING AND REPLACING ORDINANCE 1281 FOR THE
VASONA OAKS SUBDIVISION AT VASONA OAKS DRIVE
THE TOWN COUNCIL OF THE TOWN OF LOS GATOS DOES ORDAIN AS FOLLOWS:
SECTION I. Planned Development Overlay Zone.
The Town Code of the Town of Los Gatos is hereby amended to change the zoning of the property shown on the map which is attached hereto and is a part of this ordinance from R-M:5-12:PD (Multiple Family Residential, 5-12 dwelling units per net acre – Planned Development) to R-M:5-12-PD (Multiple Family Residential, 5-12 dwelling units per net acre - Planned Development).
SECTION II. Uses and Improvements Authorized.
The PD (Planned Development Combining) Zone established by this Ordinance authorizes development on the above described real property of 17 single family detached dwellings, landscaping, parking and other Improvements shown and required on the “Official Development Plan” on file with the Town Clerk and Planning Department. Permitted uses for the project are specified by Chapter 29, Article IV, Division 6 of the Zoning Ordinance (as this section exists at the time of the adoption of this Ordinance or as amended in the future), and on Page 1 of the developer's "Official Development Plan”. All other uses as listed in Section
29.40.615 of the Zoning Ordinance are conditional uses and require issuance of a Conditional Use Permit.
SECTION III. Minor Residential Development Approval Required.
Prior to the Issuance of any permits in compliance with the “Official Development Plan” and the “Development Plan for Lot 8” hereby approved, Minor Residential Development approval is required.
EXHIBIT 4
ITEM NO. 11.
SECTION IV. Official Development Plan
The "Official Development Plan” for the Planned Development established by this Ordinance consists of this Ordinance and the following listed plans (approved stamped, December 1, 1975), the ”Development Plan for Lot 8,” which are on file in the Office of the Town Clerk and the Community Development Department.
1. Sheet No. 1: Site plan, illustrating: 17 detached single family residences, garages, 17 open off-street parking stalls, landscaping areas, balconies and decks, and vehicular access and circulation.
2. Sheet No. 2: Section through the property showing the slope, and units on either side of the proposed street.
3. Sheet No. 3: Block elevation of all units facing the University Avenue street scene.
4. Sheets 4, 5 and 6: Typical building elevations of both uphill and downhill structures.
5. Development Plan for Lot 8, included as Exhibit 9 of the August 13, 2025, Planning Commission Staff Report.
SECTION V. Performance Standards.
In addition to the foregoing plans, the following performance standards are part of the “Official Development Plan”:
1. That the conditions, covenants and restrictions be submitted for approval in conjunction with the tentative subdivision map and the Precise Development Plan.
2. That the setbacks and building separations shown on the “Official Development Plan” be considered as minimum in preparation of the Precise Development Plan.
3. That all paved areas be separated from landscaped areas with a 6” high concrete curb.
4. That the applicant guarantee by contract and bond the installation of street improvements as follows:
University Avenue: Widen approximately 12 feet to provide left-turn storage at the Intersection with the new street. Install new concrete curb and gutter and street lighting.
New Street: Install curb and gutter, pavement (24' curb to curb), street lighting, storm drainage and sanitary sewer.
5. Dedication of right-of-way along University Avenue, as required, to a line 10 feet behind the new face of curb.
6. Dedication of the interior street and cul-de-sac bulb. The interior street shall be 24 feet (curb to curb) within a 26-foot minimum right-of-way.
7. That the garages shall be located less than 10 feet or more than 20 feet. from the curb line.
ITEM NO. 11.
8. That a soils engineering report be provided to establish the stability of the existing slope bank, and shall recommend grading procedures and protective measures for the project.
This report shall be to the satisfaction of the Town Engineer.
9. The “Official Development Plan” shall be deemed to include development plans reflecting modifications to a single-family residence located at 130 Vasona Oaks Drive (APN: 424-42- 008) included as Exhibit 9 of the August 13, 2025, Planning Commission Staff Report. The modifications include the enclosure of an existing second-story deck to create an enclosed 231 square feet sunroom, expansion of the second floor living area by 91 square feet, and creation of 92 square feet of additional living area on the third floor. The modified plans are on file in the Office of the Town Clerk and Planning Department and shall be subject to the same standards and conditions as the original approved Precise Development Plan.
SECTION VI. Severability.
In the event that a court of competent jurisdiction holds any Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance unconstitutional, preempted, or otherwise invalid, the invalid portion shall be severed from this Ordinance and shall not affect the validity of the remaining portions of this Ordinance. The Town hereby declares that it would have adopted each Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance irrespective of the fact that any one or more Sections, subsections, paragraphs, sentences, clauses or phrases in this Ordinance might be declared unconstitutional, preempted, or otherwise invalid.
SECTION VII. Publication.
In accordance with Section 63937 of the Government Code of the State of California, this Ordinance takes effect 30 days from the date of its passage. The Town Council hereby directs the Town Clerk to cause this Ordinance or a summary thereof to be published or posted in accordance with Section 36933 of the Government Code of the State of California.
ITEM NO. 11.
SECTION VIII. Effective Date.
This Ordinance was introduced at a regular meeting of the Town Council of the Town of Los Gatos on the ____ day of ___________ 2025, and adopted by the Town Council of the Town of Los Gatos at its regular meeting on the ____ day of _____ 2025, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
_______________________________
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
___________________________________
TOWN CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ITEM NO. 11.
Dear City Planning Committee,
We are requesting approval for a modest expansion of our home to better accommodate our evolving family and work needs. The primary reasons for this request are twofold:
1. Work-from-Home Challenges
Both my wife and I work remotely in high-tech roles, requiring frequent video calls. Due to space constraints, we currently share a single workspace, which often results in disruptions. To manage this, one of us (usually me) frequently relocates to the kitchen to take calls, which is not an ideal or professional setting. Additionally, our two adult sons (ages 23 and 21) also work and study remotely, further straining our available space. With only three bedrooms, we lack sufficient private work areas for all four of us, making daily productivity and focus challenging.
2. Accommodating Visiting Elderly Parents
Both my wife's mother and my parents, who are in their late 70s and early 80s, visit regularly, typically 3-4 times a year for extended stays of 4-6 weeks. Currently, when they visit, one or both of our sons must share a bedroom, which is not an ideal long-term arrangement. We would like to create a fourth bedroom with an en-suite bathroom to provide a comfortable and private space for our elderly parents while allowing our sons to maintain their own rooms.
Additionally, we want to ensure that this fourth bedroom is more accessible for our aging parents, with considerations such as a wider doorway, a step-free entry, and a bathroom layout designed for ease of use. As they continue to age, these modifications will help provide them with a safer and more comfortable living space during their visits.
Conclusion
Our request is for a modest expansion that would provide much-needed space without significantly altering the character of the neighborhood. This addition would enhance our ability to work effectively, support our adult children, and comfortably accommodate our aging parents during their visits. Given the growing trend of remote work and multi-generational living, we believe this request is both reasonable and in line with modern family housing needs.
We appreciate your time and consideration of our request and would be happy to provide further details.
Sincerely,
Ken MacDonald.
130 Vasona Oaks Dr.
ITEM NO. 11.
Dear City Planning Committee,
This letter requests a modification of Planned Development (PD) Ordinance 1281 to permit the enclosure of a second-story deck at 130 Vasona Oaks. This modification would result in a minor increase in floor area and lot coverage, exceeding the current standards specified in the Town Code. Below, the specific requirements outlined by the Town for such a request are addressed:
1. Project Description
The proposed project involves enclosing an existing second-story deck to create additional interior space. This modification aims to enhance the functionality of the residence by providing separate workspaces for household members and accommodating visiting elderly parents. The enclosure will be designed to blend seamlessly with the existing architectural style of the residence, maintaining the aesthetic of the Vasona Oaks development.
2. Proposed Modifications to PD Ordinance 1281
A modification is requested to allow for a slight increase in both floor area and lot coverage resulting from the deck enclosure. The subject property is located on a small parcel that is essentially the footprint of the residence and the surrounding yard space. However, despite the limited lot size, this project does not expand the footprint of the structure, as it involves enclosing an already existing deck rather than extending beyond the current built area. This modification seeks to recognize the unique constraints of the lot while making efficient use of the existing structural layout.
3. Consistency with Development
The proposed modifications are consistent with the overall development of the Vasona Oaks community. The enclosure of the deck is a minor alteration that does not affect the external footprint of the building or encroach upon common areas. Additionally, the enclosed deck will not be visible from the common street, ensuring that the visual character of the neighborhood remains unchanged. The design will match the existing materials and colors, ensuring visual continuity within the neighborhood.
4. Response to Required Findings for PD Ordinances
According to Section 29.80.095 of the Town Code, certain findings are required for the adoption or modification of a PD ordinance:
● a. The proposed modification is consistent with the General Plan: The General Plan encourages the adaptation of housing to meet the evolving needs of residents. By enclosing the deck, the livability of the residence is enhanced to accommodate remote work and multi-generational living, aligning with the Plan’s goals.
ITEM NO. 11.
● b. The proposed modification provides a public benefit: While the modification is primarily for private use, it indirectly benefits the community by maintaining property values and the aesthetic appeal of the neighborhood. Improved functionality of residences contributes to the overall stability and desirability of the area. ● c. The proposed modification will not be detrimental to public health, safety, or welfare: The project involves interior alterations that do not impact public spaces or infrastructure. All construction will comply with current building codes and safety standards, ensuring no adverse effects on the community.
5. Additional Supporting Information
As detailed in the previous letter submitted by the homeowner, the primary motivations for this project include creating adequate workspace for multiple household members working and studying from home and providing accessible accommodations for elderly parents during extended visits. These enhancements are essential for modern housing needs and will contribute to the long-term functionality of the residence.
Thank you for your time and consideration. Please reach out with any questions or requests for additional information.
Sincerely,
Millan
Green Bay Remodeling- Production Assistant
[email protected]
ITEM NO. 11.
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ITEM NO. 11.
HOA Approval #1 of 2
EXHIBIT 6
ITEM NO. 11.
HOA Approval #2 of 2
ITEM NO. 11.
Neighbor Project Information
PD-25-002
SJ151 - 130 Vasona Oaks
Name Address Status Notes
125 Vasona Oaks Dr, Los Gatos, CA 95032 Spoken to Fine with the work 126 Vasona Oaks Dr, Los Gatos, CA 95032 Spoken to Fine with the work 104 Vasona Oaks Dr, Los Gatos, CA 95032 Spoken to Fine with the work 100 Vasona Oaks Dr, Los Gatos, CA 95032 Spoken to Fine with the work 109 Vasona Oaks Dr, Los Gatos, CA 95032 Spoken to Fine with the work 119 Vasona Oaks Dr, Los Gatos, CA 95032 Not spoken to Haven't had time to reach him 120 Vasona Oaks Dr, Los Gatos, CA 95032 Not spoken to Haven't had time to reach her 123 Vasona Oaks Dr, Los Gatos, CA 95032 Not spoken to Rents the home, unreachable by phone 134 Vasona Oaks Dr, Los Gatos, CA 95032 Not spoken to Does not live there; unresponsive to calls; house is empty
EXHIBIT 7
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ELECTRIC
PANEL
(E) BEDROOM
8'-0" (E)
(E) BEDROOM
13' 9 1/8" X 11' 1 5/8"
8'-0" (E)
(E) GARAGE
20' 1 3/4" X 21' 3 1/4"
8'-10" (E)
(E) ENTRY
6' 11 1/2" X 4' 10"
8'-0" (E)
94"x36"
h: 3' 4"
68"x20" h: 4' 6"
30"x80"
28"x80"
84"x80"
28"x80" 36"x80"
192"x82"
70"x80" 58"x80"
28"x80"
32"x80"
36"x80"
14"x30" h: 4' 4"
GAS METER
ELECTRIC METER
CRAWL
SPACE
ACCESS
6'-0"
7'-0"
32'-158"
42'-678"
44'-0"
24'-0"
3'-0"
13'-0"
3'-0"
Vasona Oaks Dr
33'-01
2"
32"x80"
72"x80"
RECONF
LAUNDRY
RM.
PRE
FAB
DUMB
WAITER
(N)
TANKLESS
W.H.
WINE CELLAR @ FINISHED CRAWL
SPACE BELOW GARAGE FLOOR
(N)
AC
30"x80"
(N)
WATER
SOFTENER
(N) COVERED PATIO
RECONF
BATHROOM
3'-0"
CLEARANCE
3'-0"
CLEARANCEWATER HEATER
ELECTRIC
PANEL
(E) BEDROOM
13' 4 1/8" X 16' 4 1/8"
8'-0" (E)
(E) BEDROOM
13' 9 1/8" X 11' 1 5/8"
8'-0" (E)
(E) BATH
10' 4 7/8" X 4' 10 7/8"
8'-0" (E)
(E) GARAGE
20' 1 3/4" X 21' 3 1/4"
8'-10" (E)
(E) ENTRY
6' 11 1/2" X 4' 10"
8'-0" (E)
94"x36"
h: 3' 4"
68"x20"
h: 4' 6"
30"x80"
30"x80"
28"x80"
62"x80"
48"x80"
84"x80"
28"x80" 36"x80"
192"x82"
70"x80"
58"x80"
28"x80"
32"x80"
36"x80"
AIR
CONDITIONER
14"x30"
h: 4' 4"
GAS METER
ELECTRIC METER
CRAWL
SPACE
ACCESS
WINE CELLAR @ FINISHED CRAWL
SPACE BELOW GARAGE FLOOR
3'-0"
CLEARANCE
3'-0"
CLEARANCE
A1.0
PROJECT DATA, SITE PLAN AND
EXISTING AND DEMO FIRST FLOOR
PLAN
vicinity map
code summary & project data
OWNER DESIGNER
project team
ARCHITECTURALA1.0 PROJECT DATA, SITE PLAN, AND EXISTING AND DEMO FIRST FLOOR PLAN.
A2.0 EXISTING AND DEMO SECOND FLOOR AND
THIRD FLOOR PLANS.
A3.0 PROPOSED FIRST FLOOR PLANSA4.0 PROPOSED SECOND FLOOR PLANSA5.0 PROPOSED THIRD FLOOR PLANSA6.0 DEMO AND NEW ELEVATIONS.A7.0 SECTIONS, DOOR AND WINDOW SCHEDULE AND DETAIL.
C1.0 CALGREEN REQUIREMENTSC2.0 CALGREEN REQUIREMENT
sheet index
plumbing notes
SU-LING CHEAH
1042 EMERALD TER
UNION CITY CA 94587
(510)377.8802 main
[email protected]
CONSTRUCTION TYPE: V-B (CBC 602.5=VB & TABLE 601)
PLANNING and BUILDING: CITY OF LOS GATOS
OCCUPANCY: R3 & U ZONING: 1001 APN: 42442008JURISDICTION:
SCOPE OF WORK:
FIRST FLOOR
2. RECONFIGURE LAUNDRY ROOM
SECOND FLOOR
1. REMOVE EXISTING DECK.CREATE NEW SUNROOM.
3. REMOVE EXISTING KITCHEN. CREATE NEW KITCHEN.
4. REMOVE EXISTING BATHROOM AND W.I.C. CREATE NEW
BATHROOM.
5. REMOVE EXISTING STEP. CREATE NEW W.I.C.
THIRD FLOOR
6. REMOVE EXISTING OFFICE. CREATE NEW BATHROOM
CODES : CBC 2022 CPC 2022
CMC 2022 CEC 2022 2022 TITLE 24 CALIFORNIA ENERGY CODE
CRC 2022
ADDRESS: 130 VASONA OAKS DR, LOS GATOS, CA 95032
general notes
electrical notes
1- PERMIT IS REQUIRED FOR ELECTRICAL WORK, MECHANICAL WORK AND PLUMBING WORK. 2- WINDOWS MUST PROVIDE. (CBC 1026.2, 1026.3 and 1026.5) A) A MINIMUM 5.7 SQUARE FEET OR CLEAR OPENABLE AREA.B) A MINIMUM CLEAR WIDTH OF 20', MINIMUM CLEAR HEIGHT OF 24".C) A FINISHED SILL HEIGHT NOT MORE THAN 44" ABOVE THE FLOOR.D) DIRECT OPENING TO PUBLIC WAY OR YARD/COURT OPENING TO PUBLIC WAY 3- SAFETY GLAZING (TEMPERED GLASS) IS REQUIRED (CBC 2406.3) FOR WINDOWS:
A) ADJACENT TO BATHTUBS, SHOWERS, HOT TUBS, WHIRLPOOLS, AND SAUNAS, AND WITHIN 60" OF THE FLOOR;
B) WITHIN A 24" ARC OF EITHER VERTICAL EDGE OF DOORS IN THE CLOSED POSITION AND WITHIN 60" OF THE FLOOR;
C) WITHIN 18" VERTICALLY AND 36" HORIZONTALLY OF A WALKING SURFACE, WHERE THE INDIVIDUAL PANE IS GREATER THAN 9 FT. AND THE TOP EDGE IS GREATER THAN 36" ABOVE THE FLOOR; D) ADJACENT TO STAIRWAYS, RAMPS, AND LANDINGS, OR WITHIN 5'-0" HORIZONTALLY OF THE BOTTOM OF STAIRWAYS, WHERE THE BOTTOM EDGE IS WITHIN 60" OF THE WALKING SURFACE. 1- WALL RECETACLES. ELECTRICAL RECEPTACLES SHALL BE PROVIDED SO THAT NO POINT ALONG THE FLOOR LINE IN ANY WALL SPACE, 2'-0" OR MORE IN WIDTH, IS MORE THAN 6'-0" FROM OUTLET. FIXED GLAZED PANELS IN EXTERIORWALLS ARE CONSIDERED WALL SPACE. CEC ARTICLE 210-52(a). 2- BATHROOM RECEPTACLES. AT LEAST ONE WALL RECEPTACLE SHALL BE INSTALLED IN EACH BATHROOM WITHIN 36" OF THE OUTSIDE EDGE OF THE LAVATORY. CEC ARTICLE 210-52(d).3- OUTDOORS RECEPTACLES. FOR A SINGLE-FAMILY DWELLING AND EACH DWELLING UNIT OF A DUPLEX, AT LEAST ONE ELECTRICAL RECEPTACLE ACCESSIBLE AT GRADE LEVEL AND NOT MORE THAN 6'-6' ABOVE GRADE LEVEL SHALL BE INSTALLED AT FRONT AND BACK OF BUILDING. CEC ARTICLE 210-52(e). 4- HEIGHT ABOVE FINISHED FLOOR OR WORKING SURFACE. THE CENTER OF 15, 20, AND 30-AMPERE RECEPTACLES SHALL BE INSTALLED NOT LESS THAN 12" ABOVE THE FLOOR OR WORKING SURFACE.CEC ARTICLE 210-50(e), TITLE 24
AMENDMENT,
5- GROUND-FAULT CIRCUIT-INTERRUPTERS (GFCI). GFCI PROTECTED RECEPTACLES SHALL BE INSTALLED IN
BATHROOMS, GARAGES, NON-HABITABLE ACCESSORY BUILDING WITH ELECTRICAL POWER, UNFINISHED BASEMENT, OUTDOOR WITH DIRECT ACCESS TO GRADE, ROOF TOPS, AT KITCHEN COUNTERTOPS AND WITHIN 6'-0' OF A WET BARSINK. CEC ARTICLE 210-8. 6- WEATHER PROTECTION. ELECTRICAL RECEPTACLES INSTALLED OUTDOORS WHERE EXPOSED TO WEATHER OR IN OTHER WET LOCATIONS SHALL BE IN A WEATHERPROOF ENCLOSURE,CEC ARTICLE 410-57.7- LIGHTING. AT LEAST ONE WALL SWITCH-CONTROLLED LIGHT OUTLET IS REQUIRED IN EACH HABITABLE ROOM, BATHROOM, HALLWAY, STAIRWAY, GUEST ROOM, ATTACHED GARAGE AND DETACHED GARAGE WITH ELECTRICALPOWER, AND AT OUTDOOR ENTRANCES. IN HABITABLE ROOMS OTHER THAN KITCHEN AND BATHROOHS ONE OR MORERECEPTACLES CONTROLLED BY A WALL SWITCH ARE PERMITTED. CEC ARTICLE 210-70(a). 8-HALLWAY RECEPTACLES. AN ELECTRICAL OUTLET SHALL BE PROVIDED IN EACH HALLWAY OF 10'-0" OR MORE IN LENGTH. HALLWAY LENGTH IS AS MEASURED ALONG THE CENTERLINE WITHOUT PASSING THROUGH A DOORWAY. CEC ARTICLE 210-52(h).
9- ALL BRANCH CIRCUITS THAT SUPPLY 125-VOLT, SINGLE PHASE 15 & 20 AMPERE RECEPTACLE AND GFCI PROTECTED OUTLETS INSTALLED IN DWELLING UNITS, SHALL BE PROTECTED BY AN ARC-FAULT CIRCUIT INTERRUPTER(A.F.C.I.) LISTED TO PROTECT THE ENTIRE BRANCH CIRCUIT PER CEC. 10- ALL PHONE LINES TO BE (2) CATEGORY 5 TWISTED PAIR LINES & CABLE LINES ARE TO BE HOME RUN TO BOX IN RESIDENCE. COORDINATE SYSTEM WITH OWNER.
11- LIGHT FIXTURES OVER TUB SHALL BE PROTECTED BY A GFCI & MEET THE FOLLOWING REQUIREMENTS:
RECESSED FIXTURES WITH A GLASS OR PLASTIC LENS & NONMETALLIC OR ELECTRICALLY ISOLATED TRIM, & SHALLBE SUITABLE FOR USE IN DAMP LOCATION. 12- ALL LIGHTING AS HIGH EFFICACY (I.E. PIN-BASED CFL; PULSE-START MH, HPS, GU-24 SOCKETS OTHER THAN LEDS, LED LUMINAIRES WITH INTEGRAL SOURCE, ETC.). CEC TABLE 150.0-A 13-LEAST ONE FIXTURE IN EACH BATHROOM CONTROLLED BY A VACANCY SENSOR OR OCCUPANCY SENSOR PRO VIDED THE OCCUPANCY SENSOR THAT IS INITIALLY PROGRAMED LIKE A VACANCY SENSOR (MANUAL-ON OPERATION). CEC 150.0{K)2J 14-ALL OUTDOOR LIGHTING ATTACHED TO THE BUILDING SHALL HAVE MOTION-SENSOR + PHOTO-CONTROL.15-ALL 125-VOLT 15 & 20 AMPERE RECEPTACLE OUTLETS SHALL BE LISTED TAMPER RESISTANT RECEPTACLES PER CEC 406.12.
16-BATHROOM EXHAUST FANS SHALL BE SEPARATELY SWITCHED FROM ANY LIGHTING PER TITLE 24 SECTION150.0(k)2B.17-LIGHTING IN GARAGES, LAUNDRY ROOMS, & UTILITY ROOMS SHALL BE HIGH EFFICACY & CONTROLLED BY VACANCY SENSORS PER TITLE 24 SECTION 150.0(k)6.
18-SCREW -BASED PERMANENTLY INSTALLED LIGHT FIXTURESMUST CONTAIN SCREW-BASED JAB (JOINT APPENDIX 8) COMPLIANT LAMPS. JAB COMPLIANT LIGHT SOURCES MUST BE MARKED AS "JAS-2019" OR "JAS-2019-E" ("JAS-2019-E" LUM INA IRE S ARE DEEMED APPROPRIATE FOR USE IN ENC LOSED LUMINAIRES). ADVISORY: " JAB-20 16- E"MARKED LUMINAIRES ARE STILL ALLOWED FOR USE THROUGH THE END OF THE 2022 CODE CYCLE. CEC 150.0(K)G 19- AMEND THE NOTES TO SPECIFY ALL JAB C O MP LIA NT LIGHT SOURCES IN THE FOLLOWING LOC ATION S ARE CONTROLLED BY VACANCY SENSORS OR DIMMERS (EXCEP TIO N CLOSETS LESSTHAN 70 SF AND HALLWAYS). CEC 150.0(K)(2K):
x
x
xx
1- PROVIDE 24" CLEAR IN FRONT OF TOILET AND 30" MINIMUM WIDE TOILET COMPARTMENT. CBC SECTION 2904, CPC SECTION 408.6.
2- PROVIDE MINIMUM 1,024 SQUARE INCH AREA AND 30" DIAMETER IN SHOWER COMPARTMENT. CPC SECTION 412.7. 3- WALL COVERINGS IN SHOWERS AND TUBS TO BE CEMENT PLASTER, TILE, OR EQUAL TO 72" ABOVE DRAIN.
ENCLOSURES MUST BE OF APPROVED SAFETY GLAZING AND DOORS MUST SWING OUT OF SHOWERS. WINDOWS INENCLOSURE WALLS SHALL BE LABELED SAFETY GLAZING WHEN LESS THAN 60" ABOVE THE DRAIN. CBC SECTION 2512, CPC SECTION 412.7.
4- PROVIDE A 12" MINIMUM ACCESS PANEL TO BATHTUB TRAP CONNECTION UNLESS PLUMBING IS WITHOUT SLIP JOINTS. CPC SECTION 405.2.
5- PROVIDE LOW FLOW TOILETS (1.28 GALLON PER FLUSH), SHOWERHEADS (1.8 GPM) AND FAUCETS: KITCHEN: 1.8GPM; LAVATORY: 1.2 GPM. CPC SECTION 402.6- SHOWER AND TUB-SHOWER COMBINATIONS SHALL HAVE INDIVIDUAL CONTROL VALVES OF THE PRESSURE BALANCE OR THE THERMOSTATIC MIXING VALVE TYPE. CPC 408.3 1 EXISTING USE: SINGLE FAMILY HOME - NON SPRINKLERED - ONE STORY LOT SIZE: 1,977 S.F.
existing and demo first floor plan SCALE: 3/16" = 1'-0" SITE
site plan legend
PROPERTY LINE
REMODEL AREA OF EXISTING HOUSE
general notes 1 # description date
date
354
plan checkclient review
revision history
2 date
constructionbidding
proj proj
arch mgr
proj
num
scale drawing release status
consultantconsultant
AS NOTED
sheet
number
4.19.2024
______
ResidenceRemodeling & Addition
130 Vasona Oaks Dr,
Los Gatos, CA 95032
1. This sheet is part of a set and is not to be used alone.
2. This sheet is not to be used for construction unless the designer's signature appear on drawings and status
box indcates drawings have been released for
construction.
3. These plans and prints thereof, as instruments of
service, are owned by the designer and are for use on
this project only. Reproduction and/or distribution
without the prior written consent of the designer isforbidden.
4. Copyright Su-Ling Slaton, 2025
planning comments response 6.9.2025planning comments resp. 6.19.2025 (E) WALL TO REMAIN
legend
demo sheet notes ##
(E) WALL, DOORS AND WINDOWS TO REMOVE
--
DETAIL NUMBER
SHEET NUMBER
EXTERIOR ELEVATION REFERENCE TAG
SCALE: 1/4" = 1'-0"
2 site plan with new floor plan
N
N
N
B
G
TYP.
K
L
M
A. REMOVE EXISTING DOORS (SHOWN DASHED).
B. REMOVE EXISTING DOOR (SHOWN DASHED). INFILL WITH NEW WALL AND MATCH TO ALIGN WITH EXISTING ADJACENT.
C. REMOVE EXISTING DOOR (SHOWN DASHED). REPLACE WITH NEW DOOR.
D. REMOVE EXITING WINDOW. (SHOWN DASHED).E. REMOVE EXISTING WINDOWS (SHOWN DASHED). REPLACE WITH NEW DOOR.F. REMOVE EXISTING WINDOWS (SHOWN DASHED). FILLED WITH NEW WALL.
G. REMOVE THIS PORTION OF EXISTING WALL.
H. REMOVE (E) KITCHEN UPPER & LOWER CABINET, COUNTERTOP, FAUCET, STOVE, REFRIGERATOR, DISHWASHER, DISPOSAL, & OVEN, CAP & SALVAGE (E) PLUMBING & GAS LINE FOR NEW APPLIANCES, SEEPROPOSED FLOOR PLAN FOR NEW LOCATION.
I. REMOVE PLUMBING FIXTURE AND ACCESSORIES. CAP PLUMBING LINES BEHIND WALLS/UNDER FLOOR.
J. REMOVE ATTIC ACCESS (SHOWN DASHED).
K. REMOVE WATER HEATER (SHOWN DASHED).L. REMOVE AIR CONDITIONER.M. REMOVE EXISTING POST. SEE S.S.D.N. REMOVE EXISTING STEP.
O. REMOVE DECK (SHOWN DASHED).
P. (E) SKYLIGHT TO REMAIN.
Q. (E) CRAWL SPACE ACCESS TO REMAIN.
Q
A3.0
1 NEW PROPOSEDPLAN
FIRST FLOOR:
A. (E) HOUSE: 678 S.F.
B. AREA OF WORK: 126 S.F.
SECOND FLOOR:
A. (E) HOUSE: 1087 S.F.
B. AREA OF WORK: 786 S.F.
C. NEW ADDITION: 91 S.F.
MEZZANINE/THIRD FLOOR:
A. (E) HOUSE: 172 S.F. - 64 S.F. = 108 S.F.
B. AREA OF WORK: 108 S.F.
C. NEW ADDITION-INTERIOR 220 S.F.
EXISTING GARAGE:A: EXISTING GARAGE: 464 S.F
B. AREA OF WORK: 40 S.F.
DEFERRED SUNROOM: 231 S.F.EXISTING COVERED PATIO: 148 S.F.NEW COVERED PATIO: 173 S.F.
I
EXISTING PROPOSED
LOT SIZE 1,977 S.F. 1,977 S.F.
LOT COVERAGE 66% 73.40%
FIRST FLOOR LIVING AREA S.F.: 678 S.F. 0 S.F.
SECOND FLOOR LIVING AREA S.F.: 1087 S.F. 322 S.F. ADDITION = 1409 THIRD FLOOR LIVING AREA S.F.: 236 S.F. 329 S.F. ADDITION TOTAL LIVING AREA S.F. 2001 s.f. 2416 S.F.
FIRST FLOOR PATIO 148 s.f.
173 s.f.
ADDITION +
148 S.F. =
321 S.F.
FAR - HOME 101.21% 122.20%
FAR - GARAGE 23.30% NO CHANGE
LOT COVERAGE 1290 S.F. 1463 S.F.
PROJECT DATA ##
EXHIBIT
9 Page 355
ITEM NO. 11.
16'-4
1 8" 16'-103 4" 1'-914"
3'-07 8"
18'-814"
21'-3
1 4" 4'-10
7 8" 11'-1
5 8"
13'-918"
6'-3"
13'-418"14'-218"
36'-9
1 2"
3'-107 8"
2'-2
5 8"
13'-9"
16'-11"
5"
41'-2
5 8"
14'-218" 7'-0
3 4"
20'-13 4"
ELECTRIC
PANEL
(E) BEDROOM
8'-0" (E)
(E) BEDROOM
13' 9 1/8" X 11' 1 5/8"
8'-0" (E)
(E) GARAGE
20' 1 3/4" X 21' 3 1/4"
8'-10" (E)
(E) ENTRY
6' 11 1/2" X 4' 10"
8'-0" (E)
94"x36"
h: 3' 4"
68"x20"
h: 4' 6"
30"x80"
28"x80"
84"x80"
28"x80" 36"x80"
192"x82"
70"x80"
58"x80"
28"x80"
32"x80"
36"x80"
14"x30"
h: 4' 4"
GAS METER
ELECTRIC METER
CRAWL
SPACE
ACCESS
41'-2
5 8"
7'-012"
32"x80"
72"x80"
RECONF
LAUNDRY
3'-0 RM.
1 8" 2'-0"
9'-518"
PRE
FAB
DUMB
WAITER
11'-0"
(N)
TANKLESS
W.H.
WINE CELLAR @ FINISHED CRAWL
SPACE BELOW GARAGE FLOOR
(N)
AC
D4
D2
30"x80"
2'-7
1 4"
3'-6"
D3
(N)
WATER
SOFTENER
(N) COVERED PATIO
1'-6" 1'-6"
24"
CLR
RECONF
BATHROOM
WATER
HEATER
ELECTRIC
PANEL
(E) BEDROOM
13' 4 1/8" X 16' 4 1/8"
8'-0" (E)
(E) BEDROOM
13' 9 1/8" X 11' 1 5/8"
8'-0" (E)
(E) BATH
10' 4 7/8" X 4' 10 7/8"
8'-0" (E)
(E) GARAGE
20' 1 3/4" X 21' 3 1/4"
8'-10" (E)
(E) ENTRY
6' 11 1/2" X 4' 10"
8'-0" (E)
94"x36"
h: 3' 4"
68"x20"
h: 4' 6"
30"x80"
30"x80"
28"x80"
62"x80"
48"x80"
84"x80"
28"x80" 36"x80"
192"x82"
70"x80"
58"x80"
28"x80"
32"x80"
36"x80"
AIR
CONDITIONER
14"x30"
h: 4' 4"
GAS METER
ELECTRIC METER
CRAWL
SPACE
ACCESS
WINE CELLAR @ FINISHED CRAWL
SPACE BELOW GARAGE FLOOR
existing and demo first floor plan SCALE: 1/4" = 1'-0" 1 N A2.0
EXISTING AND DEMO AND NEW
PROPOSED FIRST FLOOR PLANS
(E) STUD WALL TO REMAIN
legend
(E) WALL, DOORS AND WINDOWS TO REMOVE
1 # description date
date
354
plan checkclient review
revision history2date
constructionbidding
proj proj
arch mgr
proj
num
scale drawing release status
consultantconsultant
AS NOTED
sheet
number
4.19.2024
Ken MacDonald's
Residence
Application
PD-25-002
Remodeling & Addition
130 Vasona Oaks Dr,
Los Gatos, CA 95032
general notes
1. This sheet is part of a set and is not to be used alone.
2. This sheet is not to be used for construction unless the designer's signature appear on drawings and status box
indicates drawings have been released for construction.
3. These plans and prints thereof, as instruments of
service, are owned by the designer and are for use on
this project only. Reproduction and/or distribution withoutthe prior written consent of the designer is forbidden.
4. Copyright Slcdesign, 2025
x Do not scale or measure plan set.x All vendors shall measure as builts/current framing conditions prior to casework/cabinet fabrication
disclaimer
new proposed first floor plan SCALE: 1/4" = 1'-0" 2
N
B
G
TYP.
K
L
M
A. REMOVE EXISTING DOORS (SHOWN DASHED).
B. REMOVE EXISTING DOOR (SHOWN DASHED). INFILL WITH NEW WALL AND MATCH TO ALIGN WITH EXISTING ADJACENT.
C. REMOVE EXISTING DOOR (SHOWN DASHED). REPLACE WITH NEW DOOR.
D. REMOVE EXITING WINDOW. (SHOWN DASHED).E. REMOVE EXISTING WINDOWS (SHOWN DASHED). REPLACE WITH NEW DOOR.
F. REMOVE EXISTING WINDOWS (SHOWN DASHED). FILLED WITH NEW WALL.
G. REMOVE THIS PORTION OF EXISTING WALL.
H. REMOVE (E) KITCHEN UPPER & LOWER CABINET, COUNTERTOP, FAUCET, STOVE, REFRIGERATOR, DISHWASHER, DISPOSAL, & OVEN, CAP & SALVAGE (E) PLUMBING & GAS LINE FOR NEW APPLIANCES, SEEPROPOSED FLOOR PLAN FOR NEW LOCATION.
I. REMOVE PLUMBING FIXTURE AND ACCESSORIES. CAP PLUMBING LINES BEHIND WALLS/UNDER FLOOR.
J. REMOVE ATTIC ACCESS (SHOWN DASHED).
K. REMOVE WATER HEATER (SHOWN DASHED).L. REMOVE AIR CONDITIONER.M. REMOVE EXISTING POST. SEE S.S.D.
N. REMOVE EXISTING STEP.
O. REMOVE DECK (SHOWN DASHED).
P. (E) SKYLIGHT TO REMAIN.
Q. (E) CRAWL SPACE ACCESS TO REMAIN.
demo sheet notes ##
8 A7.0
6 A7.0
5 A7.0
7 A7.0
1 A8.0
1 26
20 27
Q
A2.0
2 NEW PROPOSEDPLAN
29 2
A8.0
I
16 171819
20 24
--
DETAIL NUMBER
SHEET NUMBER
EXTERIOR ELEVATION REFERENCE TAG
(N) 2x STUD WALL -
EXTERIOR WALL TO RECEIVE 2X6 WITH R-13 BATT. INSULATION SEE TITLE 24 FOR MORE INFO.
1. NEW RELOCATED WASHER. PROVIDE POWER
2. PROVIDE WATER HAMMER ARRESTORS AT ALL APPLIANCES THAT HAVE QUICK-ACTING VALVES (I.E. DISHWASHER HOT WATER LINE AND THE HOT/COLD WATER LINES FOR THE CLOTHES WASHER.) 2022CPC 609.10
3. PROVIDE NEW DISHWASHER. PROVIDE POWER AND PLUMBING. ON THE DISCHARGE SIDE OF THE DISHWASHER PROVIDE A LISTED AIR GAP FITTING. LISTED AIR GAPS SHALL BE INSTALLED WITH THE FLOOD LEVEL MARKING AT OR ABOVE THE FLOOD LEVEL OF THE SINK OR DRAIN BOARD WHICHEVER IS HIGHER PER CPC SECTION 807.3.
4. INSTALLATION OF A DEDICATED FUEL SHUT OFF VALVE SHALL BE WITHIN 6'-0" OF THE GAS APPLIANCE IT SERVES. CPC 230.79.
EARTHQUAKE-ACTUATED GAS SHUTOFF VALVES DESIGNED TO AUTOMATICALLY SHUT OFF THE GAS AT THE LOCATION OF THE VALVE IN THE EVENT OF A SEISMIC DISTURBANCE AND CERTIFIED BY THE STATED ARCHITECT AS CONFORMING TO CALIFORNIACODE OF REGULATIONS, TITLE 24, PART 12, CHAPTER 12 É16 É1, SHALL BE INSTALLED IN ALL NEW BUILDINGS AND IN EXISTING BUILDINGS THAT UNDERGO ALTERATIONS OR ADDITIONS THAT EXCEED $10,000.
5. PROVIDE NEW GAS COOKING RANGE (PROVIDE POWER) WITH NEW EXHAUST HOOD (PROVIDE POWER) WITH A MIN. VENTILATION EXHAUST RATE OF 100 CFM. HOUSEHOLD COOKING APPLIANCES SHALL HAVE A VERTICAL CLEARANCE ABOVE THE COOKING TOP OF NOT LESS THAN THIRTY - 30" INCHES TO COMBUSTIBLE MATERIAL OR METAL CABINETS, EXCEPT WHERE 24 INCHES IS ALLOWED PER CODE OR MANUFACTURER'S SPECIFICATION. CMC 920.3.2.
6. RANGE HOODS SHALL BE PERMITTED TO BE CORD-AND-PLUG-CONNECTED WITH A FLEXIBLE COURT IDENTIFIED AS SUITABLE FOR
USE ON RANGE HOODS IN THE INSTALLATION INSTRUCTIONS OF THE APPLIANCE MANUFACTURER, WHERE ALL THE FOLLOWING CONDITIONS ARE MET: THE FLEXIBLE CORD IS TERMINATED WITH A GROUNDING-TYPE ATTACHMENT PLUG. THE LENGTH OF THECORD IS 18 INCHES TO 4 FEET. RECEPTACLES ARE LOCATED TO PROTECT AGAINST PHYSICAL DAMAGE TO THE FLEXIBLE CORD.
THE RECEPTACLES IS ACCESSIBLE. THE RECEPTACLE IS SUPPLIED BY AN INDIVIDUAL BRANCH CIRCUIT.
7. IF OCCURS ELECTRIC STOVES AND OVENS SHALL BE SUPPLIED WITH 40- OR 50-AMP BRANCH CIRCUIT.
8. PROVIDE NEW SINK WITH CALGREEN COMPLIANT FAUCET WITH NEW GARBAGE DISPOSAL (PROVIDE POWER).9. NEW REFRIGERATOR/ICE MAKER/WINE COOLER (PROVIDE POWER AND ICE MAKER OUTLET BOX AND CONNECT).
10. NEW SOLID COUNTER TOP WITH UPPER AND LOWER CABINETS.11. COUNTERTOP AND WHERE THE COUNTERTOP DOES NOT EXTEND MORE THAN 6 INCHES BEYOND ITS BASE.12. NEW SOLID SURFACE COUNTER KITCHEN ISLAND AND BAR COUNTER WITH BASE CABINET.13. COMBINATION TYPE ARC-FAULT CIRCUIT INTERRUPTER SHALL PROTECT ALL RECEPTACLES IN ALL BEDROOMS, DINING ROOMS, LIVING ROOMS, PARLORS, LIBRARIES, DENS SUNROOMS, RECREATION ROOMS, CLOSETS, KITCHENS. LAUNDRY AREAS. HALLWAYS OR SIMILAR ROOMS OR AREAS WITH BRANCH CIRCUITS THAT SUPPLY 125 VOLT, SINGLE-PHASE, 15 AND 20-AMPERE RECEPTACLEOUTLETS, AND BE READILY ACCESSIBLE. 2022 CEC SECTION 210.12
14. TWO 20-AMP GFCI PROTECTED CIRCUITS WILL BE PROVIDED IN THE KITCHEN COUNTER AND ISLAND OUTLETS AND SHALL COMPLY WITH ART. 210.52 (C) (5) EXCEPTION TO (5) CEC 2022
15. LIGHTING INTEGRAL TO EXHAUST FANS SHALL BE CONTROLLED SEPARATELY FROM THE EXHAUST FANS. 150.0 (K) 28. LIGHTING SHALL HAVE VACANCY SENSOR. EXHAUST FAN SHALL BE 50 CFM MIN.
16. PROVIDE WATER CLOSETS TO BE MAX. 1.28 GAL. PER FLUSH.17. SHOWER/TUB W/ FULL HEIGHT TILE WALLS & TEMPERED GLASS ENCLOSURE. USE BITUTHANE 4,000 WATERPROOFING MEMBRANE OVER 1/2" WONDER BOARD & WALLS, CEILING, & FLOOR.
18. NEW SOLID SURFACE (NON-SLIP RESISTANT) SHOWER PAN AND WALLS19. PROVIDE SHOWER FINISHED TO 72" ABOVE DRAIN. PROVIDE PRESSURE OR THERMOSTATIC MIXING VALUE @ SHOWER AND JACUZZI/TUB, WHICH LIMITS WATER TEMPERATURE TO 120°F. SHOWER HEAD SHALL NOT EXCEED 1.8 GALLONS PER MINUTE AT 60 PSI.
20. NEW SINK AND FAUCET. PROVIDE FAUCET TO BE MAX 1.2 CMP AT 60 PSI.METERING FAUCETS SHALL NOT EXCEED 0.2 GALLONS PER METERING CYCLE.
21. WINDOW MODIFICATIONS: REPLACEMENT AND NEW WINDOWS: SHALL HAVE A U-FACTOR EQUAL TO 0.3022. PROVIDE NEW COMBO UNIT SMOKE DETECTOR AND CARBON MONOXIDE DETECTOR W/BATTERY BACK-UP IN HALLWAY.23. PROVIDE NEW 24" X 48" FLAT PROFILE SKYLIGHT.24. PROVIDE NEW TANKLESS WATER HEATER.25. NEW MIN. 36"x24" ATTIC ACCESS26. NEW PREFABRICATED STAIRS.27. NEW P.T. POSTS ON CONC. BASE 2" ABOVE FINISHED GRADE (TYP.)28. NEW DECKING OVER FRAMING. S.S.D. FOR FRAMING DETAILS.29. NEW AIR CONDITIONER. new sheet notes ##
KITCHEN GENERAL NOTES (2022 CBC REQUIREMENTS):
WATER CONSERVING PLUMBING FIXTURES REQUIREMENTS:
• KITCHEN FAUCETS SHALL HAVE A MAXIMUM FLOW RATE OF 1.8 GALLONS PER MINUTE. FLOW MAY TEMPORARILY INCREASE TO 2.2 GALLONS PER MINUTE, BUT MUST DEFAULT TO A MAXIMUM OF 1.8GALLONS PER MINUTE [CGBSC 4.303.1.4.4] • PRIOR TO FINAL INSPECTION ALL NON-COMPLIANT PLUMBING FIXTURES SHALL BE UPGRADED WITH WATER-CONSERVING FIXTURES AS REQUIRED BY CIVIL CODE 1101.1. A COMPLETED AND SIGNED CERTIFICATE OF COMPLIANCE SHALL BE PROVIDED TO THE BUILDING INSPECTOR.
ELECTRICAL REQUIREMENTS:
• RECEPTACLE OUTLETS SHALL BE INSTALLED SO THAT NO POINT ALONG THE WALL COUNTERTOP OR WORK SURFACE IS MORE THAN 24 INCHES FROM A RECEPTACLE IN THAT SPACE. [CEC 210.52(C)(1)] • RECEPTACLE OUTLETS SHALL BE INSTALLED AT EACH KITCHEN COUNTERTOP AND WORK SURFACE THAT IS 12 INCHES OR WIDER. [CEC 210.52(C)(1)]
• AT LEAST ONE RECEPTACLE OUTLET SHALL BE INSTALLED AT EACH ISLAND OR PENINSULAR COUNTER SPACE WITH A LONG DIMENSION OF 24 INCHES OR GREATER AND A SHORT DIMENSION OF 12 INCHES OR GREATER. [CEC 210-52(C)(2) AND 210.52(C)(3)]
• ALL ELECTRICAL OUTLETS SERVING KITCHEN COUNTERTOPS AND DISHWASHERS SHALL BE GFCI PROTECTED. GROUND FAULT CIRCUIT INTERRUPTERS SHALL BE LOCATED IN A READILY ACCESSIBLELOCATION. [CEC 210.8(A)(D)] • AT LEAST TWO SEPARATE 20-AMPERE BRANCH CIRCUITS SHALL BE PROVIDED FOR SMALL KITCHEN APPLIANCES. THESE CIRCUITS ARE LIMITED TO SUPPLYING WALL AND COUNTER SPACE OUTLETS ONLY AND CANNOT SERVE DISHWASHER, MICROWAVE, RANGE HOOD, GARBAGE DISPOSAL, ETC. [CEC 210.11(C)(1) AND 210.52(B)(3)]
• ALL ADDED/REPLACED RECEPTACLES SHALL BE LISTED TAMPER-RESISTANT RECEPTACLES AND SHALL BE ARC FAULT PROTECTED. [CEC 406.12]
2022 BATHROOM REMODEL REQUIREMENTS:
1. PROVIDE WATERPROOFED MATERIAL AT SHOWER WALLS.
2. ALL RECEPTACLES SHALL BE GFCI PROTECTED AND CONNECTED TO A DEDICATED 15 AND 20 AMPS CIRCUIT ÂCEC 210.8 Ã
3. ALL HARDWIRED LIGHTING SHALL BE HIGH EFFICACY. ÂCA ENERGY EFF. STANDARDS, SECTION 150(K))
4. EXHAUST FANS ARE REQUIRED IN ALL BATHROOMS, EVEN IF AN OPERABLE WINDOW IS INSTALLED. CRC 303.3\
5. EXHAUST FANS AND LIGHTING SHALL HAVE SEPARATE CONTROL SWITCHES, (EVEN IF A COMBINATION UNIT IS INSTALLED). THE EXHAUST FAN MAY NEED TO BE SUPPLIED BY A GFCI PROTECTED CIRCUIT BASED ON THE MANUFACTURER’FS REQUIREMENTS. CEC 150.0 (K)(2B)
6. EXHAUST FANS SHALL TERMINATE A MINIMUM OF 3’F FROM PROPERTY LINE AND 3’F FROM OPENINGS INTO A BUILDING. (CMC 502.2.1)
7. EXHAUST FANS AT SHOWER SHALL BE LISTED FOR WET LOCATION AND SHALL BE GFCI PROTECTED. CEC 210.8
8. SHOWER ENCLOSURE DOORS SHALL OPEN OUTWARD AND MAINTAIN 22”H CLEARANCE CPC 408.5
9. SHOWER COMPARTMENT SHALL BE A MINIMUM 1,024 SQUARE INCHES ENCOMPASSING A 30”H CIRCLE. CPC 408.6
10. WATER CLOSETS (MAXIMUM 1.28 GPM Ã SHALL BE CLEAR 30 INCHES WIDE 15 INCHES ON CENTER) AND 24 INCHES IN FRONT. CPC 402.5
11. SHOWER HEADS (MAXIMUM 1.8 GPM CPC 408.2 & FAUCETS (MAXIMUM 1.2 GPM CPC 407.2)12. BATHTUB/WHIRLPOOLS AND SHOWER VALVES SHALL BE APPROVED PRESSURE-BALANCED OR THERMOSTATIC MIXING TYPE ADJUSTED TO A MAXIMUM OF 120 DEGREES. CPC 408.3
WINDOW MODIFICATIONS: REPLACEMENT AND NEW WINDOWS:
1. SHALL HAVE A U-FACTOR EQUAL TO 0.30 OR LOWER. EXCEPTIONS:
REPLACEMENT SKYLIGHTS, OR NEW SKYLIGHTS UP TO 16 SQUARE FEET, MAY HAVE A U-FACTOR OF 0.55. WHEN 75 SQUARE FEET OR LESS OF FENESTRATION IS REPLACED WINDOWS MAY HAVE A U-FACTOR OF 0.40. [CENC 150.2(B) TABLE 150.1-A]
2. FOR WINDOW MODIFICATIONS IN THE HILLSIDE FIRES ZONES 2 AND 3 REFER TO WINDOW AND
DOOR CODE COMPLIANCE CHECKLIST
VENTILATION REQUIREMENTS:
• TERMINATION OF ALL ENVIRONMENTAL AIR DUCTS SHALL BE AT LEAST 3 FEET FROM PROPERTY LINE AND FROM OPENINGS INTO THE BUILDING, AND 10 FEET FROM A FORCED AIR INLET. [CMC 502.2.1]
• WHOLE-BUILDING VENTILATION: KITCHENS REQUIRE VENTILATION AIR FLOW AT 100 CUBIC FEET PER MINUTE OR MORE FOR INTERMEDIATE SYSTEMS OR 5 AIR CHANGES PER HOUR FOR CONTINUOUS SYSTEMS. [ASHRAE 62.2]
BUILDING ENVELOPE MODIFICATIONS:
EXTERIOR WALL, FLOOR AND ROOF FRAMING SPACES OPENED UP DURING THE COURSE OF REMODEL SHALL BE INSULATED. R-13 (2X4 WALL), R-20 (2X6 WALL), R-19 (FLOOR), AND R-19 (ATTIC/ROOF) INSULATION. [CENC 150.0(A)(C)(D)]
LIGHTING REQUIREMENTS:
• ALL INSTALLED LUMINAIRES SHALL BE HIGH EFFICACY. [CENC 150.0 TABLE 150.0-A]• UNDER CABINET LIGHTING SHALL BE CONTROLLED SEPARATELY FROM CEILING INSTALLED LIGHTING SUCH THAT ONE CAN BE TURNED ON WITHOUT THE OTHER. [CENC 150.0(2)(K)] • LUMINARIES RECESSED INTO INSULATED CEILINGS:
(A) SHALL BE LISTED FOR ZERO CLEARANCE INSULATION COVER (IC RATED);(B) SHALL INCLUDE A LABEL CERTIFYING AIR TIGHT (AT) WITH AIR LEAKAGE LESS THAN 2.0 CFM AT 75 PASCALS;(C) SHALL BE SEALED WITH A GASKET OR CAULK BETWEEN THE LUMINARY HOUSING AND CEILING;(D) IF RECESSED LIGHTS ARE EQUIPPED WITH BALLASTS, SHALL ALLOW BALLAST MAINTENANCE AND REPLACEMENT WITHOUT REQUIRING CUTTING OF HOLES IN THE CEILING; AND (E) SHALL NOT CONTAIN SCREW BASE SOCKETS. [CEES SEC.150(K)12].
SMOKE ALARMS: DWELLINGS ARE TO BE EQUIPPED WITH SMOKE ALARMS INSTALLED IN THE FOLLOWING LOCATIONS: [CRC 314.4] • IN EACH EXISTING SLEEPING ROOM.• OUTSIDE EACH SEPARATE SLEEPING AREA IN THE IMMEDIATE VICINITY OF THE BEDROOMS.• ON EACH STORY INCLUDING BASEMENTS AND HABITABLE ATTICS, NOT INCLUDING CRAWL SPACES AND UNINHABITABLE ATTICS.
• INSTALLED NOT LESS THAN 3 FEET HORIZONTALLY FROM THE DOOR OR OPENING OF A BATHROOM THAT CONTAINS A BATHTUB OR SHOWER UNLESS THIS WOULD PREVENT PLACEMENT OF A SMOKE ALARM REQUIRED BY CRC R314.3(4).
CARBON MONOXIDE ALARMS: DWELLINGS THAT HAVE ATTACHED GARAGES WITH AN OPENING THAT COMMUNICATES WITH THE DWELLING UNIT, OR FUEL BURNING
APPLIANCES, OR FIRE PLACE ARE TO BE EQUIPPED WITH CARBON MONOXIDE ALARMS INSTALLED IN THE FOLLOWING LOCATIONS: [CRC 315.3]
• OUTSIDE EACH SEPARATE SLEEPING AREA IN THE IMMEDIATE VICINITY OF THE BEDROOMS.• ON EVERY OCCUPIABLE LEVEL OF A DWELLING UNIT INCLUDING BASEMENTS.• WHERE A FUEL-BURNING APPLIANCE IS LOCATED WITHIN A BEDROOM OR ITS ATTACHED BATHROOM. A CARBON MONOXIDE ALARM SHALL BE INSTALLED WITHIN THE BEDROOM.
ALARM INTERCONNECTION AND POWER: SMOKE AND CARBON MONOXIDE ALARMS ARE REQUIRED TO BE INTERCONNECTED SUCH THAT ACTIVATION OF ONE ALARM WILLACTIVATE ALL OF THE ALARMS AND SHALL RECEIVE THEIR PRIMARY POWER FROM THE BUILDING WIRING. EXCEPTION: WHERE REPAIRS OR ALTERATIONS TO EXISTING BUILDINGS DO NOT RESULT IN THE REMOVAL OF WALL AND CEILING FINISHES AND THERE IS NO ACCESS BY MEANS OF ATTIC, BASEMENT OR CRAWL SPACE. [CRC 314.4 AND §314.6]
SMOKE AND CARBON MONOXIDE DETECTOR
WHEN ALTERATIONS,REPAIRS OR ADDITIONS REQUIRING A PERMIT OCCUR, THE INDIVIDUAL DWELLING UNIT SHALL BE EQUIPPED WITH SMOKE ALARMS LOCATED AS REQUIRED FOR NEW DWELLINGS. [R314.2.2] 4 A7.0
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