Los Gatos City Council
December 2, 2025

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Bid Number: RFP 053024 Vendor Name: Hyster-Yale Group, Inc. 








  

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Bid Number: RFP 053024 Vendor Name: Hyster-Yale Group, Inc. 








  

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Bid Number: RFP 053024 Vendor Name: Hyster-Yale Group, Inc. 








  

ITEM NO. 11.
80 Related services complementary to the offering of
the solutions described in Sections 71-78 above
Yes
No
Hyster-Yale Fleet Management is a
leader in the industry, using a
consultative approach to managing
your fleet. Utilizing the data HysterYale Fleet has collected, across our 75 plus customers and fleet size of
over 76,000 assets, from a multitude
of industries, Hyster-Yale Fleet
Management is able to provide data
driven recommendations designed to
drive continuous improvement for your
operations at the lowest cost of
ownership based on equipment
lifecycle, replacement analysis and
other key cost metrics. Both
customer and dealer performance are
measured and discussed during
Quarterly Business Reviews.

In addition, the backbone of our fleet
management program is our dealer
support network. We start by
positioning 200 dealer locations near
your facilities throughout North
America. With access to over 4,000
trained technicians, you are assured
your fleet is being serviced by
experienced technicians. Authorized
Hyster and Yale dealer partners have
years of experience servicing other
makes of lift trucks and material
handling equipment and have
immediate access through our
Unisource® parts program to over

3.4 million parts and accessories
covering over 40 brands of material
handling equipment.

With our Hyster-Yale Fleet
Maintenance portal, our customers
can easily access data such as
equipment inventory, maintenance
history and work order summary by
serial number. With defined reporting
practices, a long history of providing
solutions, and personnel who
understand equipment we will
promote uptime and productivity to
your operations. We use data driven
from service events to define
utilization, cost, and recommend
solutions based on a specific
industry experience. These reports
make it easy for our customers to
track and report maintenance costs
for each asset.
*
Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents
Ensure your submission document(s) conforms to the following:

Bid Number: RFP 053024 Vendor Name: Hyster-Yale Group, Inc. 








  

ITEM NO. 11.
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Bid Number: RFP 053024 Vendor Name: Hyster-Yale Group, Inc. 








  

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Bid Number: RFP 053024 Vendor Name: Hyster-Yale Group, Inc. 








  

ITEM NO. 11.

PREPARED BY: Jamie Field
Chief of Police
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: 12/02/2025
ITEM NO: 12
DATE: November 20, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Approval of a Two-Year Work Plan for the Los Gatos Youth Commission (2026 - 2028)
RECOMMENDATION: Approve the Town of Los Gatos Youth Commission's proposed twoyear work plan covering the 2026 -2027 and 2027 - 2028 school years.

FISCAL IMPACT:

There is no budget associated with the Youth Commission.

STRATEGIC PRIORITY:

This item supports the strategic priority Sustainability through education and advocacy around environmental ordinances, and Community Outreach and Inclusivity by supporting youth engagement across diverse community segments. It also supports the core values of Civic Engagement and Public Safety by encouraging youth participation in civic life, local government, and public service, and promoting initiatives focused on pedestrian and e-bike safety.

BACKGROUND:

The Town of Los Gatos Youth Commission serves as an advisory body to the Town Council on matters affecting local youth. The Commission consists of 19 students entering grades 8 through 12, serving one-year terms as established in Resolution 2025-025.

Meetings are held monthly from September through May. With ongoing support from the Office of the Chief, the Commission contributes to programs, awareness campaigns, and policy work aligned with Council goals. The Chief of Police acts as the primary liaison, overseeing

ITEM NO. 12.

PAGE 2 OF 3
SUBJECT: Approval of a Two-Year Work Plan for the Los Gatos Youth Commission (2026 - 2028) DATE: December 2, 2025
strategic direction, meeting facilitation, and administrative support. This includes coordination of youth members, event involvement, and interdepartmental connections through liaisons and ad hoc initiatives.

Traditionally, the Youth Commission has operated on a one-year work plan cycle. However, limited meeting frequency (once per month during the school year) poses challenges in developing, implementing, and reporting on meaningful initiatives within such a constrained timeframe and competing educational and extracurricular interests of the group.

DISCUSSION:

Rationale for a two-year work planFor the first time, the Los Gatos Youth Commission is proposing a two-year work plan. This model provides a more sustainable structure, allowing youth members to:
 Establish long-term projects that require extended research or implementation timelines;
 Onboard new or returning members with continuity and clear direction;  Adjust flexibly to school-based scheduling demands (e.g., exams, holidays); and  Reinforce institutional memory across academic years.

Summary of previous accomplishments (2024 - 2025)
 Traffic Safety Ad Hoc: Developed and distributed an E-Bike safety awareness flyer and began pedestrian crossing safety assessments with a survey, rendering upwards of 600 responses from the community.
 Environmental Ad Hoc: Produced outreach materials for the Single-Use Plastic Ordinance.
 Community Outreach Ad Hoc: Participated in civic events and expanded engagement strategies.
 Teen Wellness Ad Hoc: Led an anti-controlled substance use campaign.  Ongoing liaison presence and youth representation across six other Town liaison groups, and participation in the Children’s Holiday Parade and Spring into Green.

Proposed two-year work plan (2026 - 2028)
The proposed work plan continues to organize efforts through four established Ad Hocs. The plan is flexible to accommodate project evolution and allows for expansion should capacity permit.

Proposed work plan overview (2026–2028)

1. Traffic Safety Ad Hoc
 Build on the traffic survey assessment from 2024-25.

ITEM NO. 12.

PAGE 3 OF 3
SUBJECT: Approval of a Two-Year Work Plan for the Los Gatos Youth Commission (2026 - 2028) DATE: December 2, 2025
 Research recommendations to increase VTA ridership in Los Gatos. This would include efforts to design a survey for the Los Gatos High School to evaluate why youth may not use public transit options and ways to increase the use.  Promote e-bike safety and work with CSTC on how to improve.

2. Environmental Ad Hoc
 Evaluate and develop recommendations to modify the plastic straw ordinance for the furtherance of environmental sustainability.
 Develop outreach for business compliance and identify stakeholders and potential concerns.

3. Teen Wellness Ad Hoc
 Consider stress management initiatives, including through partnership with Canine Companion and developing outreach materials.
 Explore youth-led mental wellness initiatives and enhance the wellness center activities.

4. Community Outreach Ad Hoc
 Participate in legacy events like the Children’s Holiday Parade and Spring into Green that will offer information and advocacy of current and historical Youth Commission initiatives.
 Evaluate the feasibility, partnership, and opportunity for a multi-cultural event.  Create mentorship and recruitment tools for Youth Commission recruitment and sustainability.

CONCLUSION:

The Youth Commission’s proposed two-year work plan reflects a forward-thinking approach to youth civic engagement and local and global matters. It honors Council’s commitment to fostering leadership, safety, and sustainability through active youth voices, while enhancing the Commission’s ability to achieve impact that positively contributes to the community and Council priorities.

Council approval of the two-year structure will provide continuity, flexibility, and a framework for deeper civic participation of the youth.

ITEM NO. 12.

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: 12/02/2025
ITEM NO: 13
DATE: November 18, 2025
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Authorize the Town Manager or Designee to Enter into a First Amendment to the Contract for Litigation Legal Services for FY 2025-26 with Goldfarb and Lipman to Increase the Contract Amount by $150,000.00, for a Total Contract Amount Not to Exceed $350,000.00 and Authorize an Expenditure Budget Adjustment of $150,000.00 from the General Fund Unassigned Fund Balance
RECOMMENDATION: Authorize the Town Manager or designee to enter into a First Amendment to the Contract for Litigation Legal Services for FY 2025-26 with Goldfarb and Lipman in an amount not to exceed $350,000.00 and authorize an expenditure budget adjustment of $150,000.00
FISCAL IMPACT:

The proposed action will authorize a contract amendment in the amount of $150,000.00 for Land Use Litigation services in Fiscal Year 2025-26, which increases the current not to exceed amount from $200,000 to $350,000. To allocate funds for this amendment, a corresponding expenditure budget adjustment of $150,000.00 is required, which will be appropriated from the General Fund Unassigned Fund balance (Account 1301-3215).

STRATEGIC PRIORITY:

The item supports a top priority of providing a range of housing opportunities while diligently maintaining and implementing the Housing Element.

BACKGROUND:

ITEM NO. 13.

PAGE 2 OF 2
SUBJECT: Goldfarb & Lipman Litigation Agreement First Amendment DATE: November 18, 2025
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 issues, SB 330 projects, and land use litigation. Due to existing land use litigation, continued representation remains necessary.

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).

DISCUSSION:

The proposed amendment to the Legal Services Agreement will cover legal representation in land use litigation, specifically defending a pending case filed by an SB 330 applicant. The funds will be used for the preparation of Town briefs, court appearances, and potentially the preparation of an administrative record. Goldfarb & Lipman is recognized statewide as an expert in Housing Element law and is uniquely qualified to represent the Town in these matters.

The contract amendment for FY 2025-26, with a not-to-exceed amount of $350,000.00, ensures the Town has the necessary resources to address pending litigation matters.

CONCLUSION:

Staff recommends that the Town Council authorize the Town Manager or designee to enter into a First Amendment to the Contract for Litigation Legal Services for FY 2025-26 with Goldfarb and Lipman in an amount not to exceed $350,000.00 and authorize an expenditure budget adjustment of $150,000.00.

COORDINATION:

This report was coordinated with the Town Attorney’s Office, Town Manager's Office, and the Finance Department.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. First Amendment

2. Land Use Litigation Agreement

ITEM NO. 13.
1 of
Goldfarb & Lipman Litigation Agreement First Amendment ATTACHMENT 1

AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 2 nd day of December,
2025 and amends that certain agreement for Professional Services dated July 1, 2025, 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 Professional Services on July 1, 2025, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. To cover ongoing SB 330 Land Use Litigation expenses, the parties wish to increase the compensation amount.

AMENDMENT

1. The “not to exceed” amount in the Compensation Section is amended be $350,000.00.

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 Celia W. Lee, Esquire
Approved as to Form:
______________________________
Gabrielle Whelan, Town Attorney

ITEM NO. 13.
4051296.1
August 27, 2025
via electronic 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 Litigation Dear Gabrielle:

Goldfarb & Lipman LLP would be pleased to provide legal services to the Town of Los Gatos (the Town) in connection with the following land use litigation matters as authorized in writing by the Town for the period from July 1, 2025 to June 30, 2026:
a) The Town of Los Gatos, a California municipal corporation vs Arya Properties, LLC et al Case Number: 25CV462276 (Arya Matter)
b) Los Gatos LLC vs The Town of Los Gatos, Case Number: 25CV467536 (Capri Matter)
Dolores Bastian Dalton will have primary responsibility for our work on the Arya matter and Celia W. Lee will have primary responsibility on the Capri matter. Barbara E. Kautz, Brandon V. Stracener and Nazanin Salehi will provide assistance in both matters. 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 $200,000 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 2
Docusign Envelope ID: D28B6509-992A-4A93-85C1-274FD297186B

ITEM NO. 13.

Gabrielle Whelan, Town Attorney
Town of Los Gatos
August 27, 2025

4051296.1
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 us at: [email protected] and [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,

DOLORES BASTIAN DALTON
Docusign Envelope ID: D28B6509-992A-4A93-85C1-274FD297186B

ITEM NO. 13.

Gabrielle Whelan, Town Attorney
Town of Los Gatos
August 27, 2025

4051296.1
CELIA W. LEE
Enclosures: Rate Schedule; Billing Policies and Procedures ACCEPTED AND AGREED:

TOWN OF LOS GATOS
By: __________________________
Its: ___________________________
Date: _________________________
Docusign Envelope ID: D28B6509-992A-4A93-85C1-274FD297186B Gabrielle Whelan
Town Attorney
9/8/2025

ITEM NO. 13.
4051296.1
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
Docusign Envelope ID: D28B6509-992A-4A93-85C1-274FD297186B

ITEM NO. 13.
4051296.1

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
Docusign Envelope ID: D28B6509-992A-4A93-85C1-274FD297186B

ITEM NO. 13.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 12/02/2025
ITEM NO: 14
DATE: November 13, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Fifth Amendment in substantially the form presented with Hinderliter de Llamas & Associates dba HdL Companies for Sales or Transaction and Use Tax Management and Audit Services; Adopt a Resolution as Required by the California Department of Tax and Fee Administration (CDTFA), Authorizing Certain Town Representatives and a Town Contractor Access to Sales or Transactions, and Use Tax Records Pursuant to Revenue and Taxation Code Section 7056; and Rescind Resolution 2025-051.

RECOMMENDATION: Authorize the Town Manager to execute a Fifth Amendment in substantially the form presented with Hinderliter de Llamas & Associates dba HdL Companies for Sales or Transaction and Use Tax Management and Audit Services; adopt a Resolution as required by the California Department of Tax and Fee Administration (CDTFA), authorizing certain Town representatives and a Town contractor access to Sales or Transactions and Use Tax Records pursuant to Revenue and Taxation Code Section 7056; and rescind Resolution 2025-051.

FISCAL IMPACT:

There is no fiscal impact associated with adopting this resolution.

STRATEGIC PRIORITY:

This item is not associated with a strategic priority.

DISCUSSION:

The Town of Los Gatos previously entered into an agreement with Hinderliter de Llamas &

ITEM NO. 14.

PAGE 2 OF 2
SUBJECT: Fifth Amendment to HdL Agreement and CDTFA Resolution DATE: November 13, 2025
Associates, dba HdL Companies, to provide sales tax consulting and audit services. The California Department of Tax and Fee Administration (CDTFA) requires a resolution that reflects the most current service provider name. Although the Town Council adopted a resolution on October 20, 2025, to update the Consultant's name, staff later discovered that the CDTFA had updated its required resolution format. Additionally, the original HdL agreement scope did not include the correct terminology to ensure that audit services cover both sales or transactions and use tax records. In addition, CDTFA has requested that the parties reiterate the insurance requirements that are contained in the original Agreement and also add a requirement for workers compensation and employer’s liability insurance in this amendment. The updated scope includes an entire section describing Services - Transaction Tax Services (Sections 3 and 4) and Fees – Transaction Tax Services (Sections 8 and 9) transactions.

To address these issues, the agreement has been amended to incorporate the appropriate language (Attachment 1), and a new resolution (Attachment 7) has been prepared using the CDTFA’s most recent format. Staff recommends rescinding Resolution 2025-051 (Attachment 8) to ensure compliance with CDTFA formatting and language requirements.

COORDINATION:

This memorandum has been prepared in coordination with the Clerk and the Town Attorney’s Office.

ENVIRONMENTAL ASSESSMENT:

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

ATTACHMENTS:

1. Fifth Amendment with Hinderliter de Llamas & Associates dba HdL Companies

2. Fourth Amendment with Hinderliter de Llamas & Associates dba HdL Companies

3. Third Amendment with Hinderliter de Llamas & Associates dba HdL Companies

4. Second Amendment with Hinderliter de Llamas & Associates dba HdL Companies

5. First Amendment with Hinderliter de Llamas & Associates dba HdL Companies

6. Original Agreement with Hinderliter de Llamas & Associates dba HdL Companies

7. Draft Resolution authorizing examination of Sales or Transactions and Use Tax Records (new format required)

8. Resolution 2025-051 authorizing examination of Sales or Transaction and Use Tax Records (old format)

ITEM NO. 14.

ATTACHMENT 1
1 5
th AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this September 16, 2025 and amends that certain agreement for business license tax consulting services dated 04/05/2022, made by and between the Town of Los Gatos, ("Town,") and Hinderliter de Llamas & Associates dba HdL Companies, a California Corporation].(“Consultant.”)

RECITALS
A. Town and Consultant entered into a business license tax consulting services Agreement on April 5th 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 6 to this Amendment.

B. Town and Consultant entered into a first amendment for business license tax consulting services Agreement on September 30th 2022, (“1st Amendment”), a copy of which is attached hereto and incorporated by reference as Attachment 5 to this Amendment C. Town and Consultant entered into a second amendment for business license tax consulting services Agreement on December 19th 2023, (“2nd Amendment”), a copy of which is attached hereto and incorporated by reference as Attachment 4 to this Amendment.

D. Town and Consultant entered into a third amendment for business license tax consulting services Agreement on April 2nd 2024 (“3rd Amendment”), a copy of which is attached hereto and incorporated by reference as Attachment 3 to this Amendment.

E. Town and Consultant entered into a fourth amendment for business license tax, Sales, and Use Taxes consulting services Agreement on September 16th 2025 (“4th Amendment”), a copy of which is attached hereto and incorporated by reference as Attachment 2 and Exhibit A to this Amendment.

F. California Department of Tax and Fee Administration (CDTFA) has requested that the parties reiterate the insurance requirements that are contained in the original Agreement in this amendment and also add a requirement for workers compensation and employer’s liability insurance.”

AMENDMENT

1. Section 2.1, “Scope of Services” is amended to replace the Sales and Use Tax Services and Fees with Services – Sales, Transactions and Use Tax as described in Exhibit A attached to this Amendment.

2. As requested by CDTFA, the parties agree that the insurance requirements set forth in the original Agreement remain in place, that a requirement for workers compensation and employer’s liability insurance are added, and that these insurance requirements apply to the scope of work as amended by this Amendment. With the addition of the workers compensation and employer’s liability insurance requirements, the following types of insurance are required: Throughout the term of this Agreement, Consultant will remain the following insurance in not less than the referenced amounts: (a) workers compensation and employers liability insurance as may be required by the State; (b)

ITEM NO. 14.

ATTACHMENT 1
2 property damage liability insurance of $1,000,000 per incident; (c) bodily injury liability of $1,000,000 per incident; and (d) professional liability for any errors or omissions of $1,000,000.

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

IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos Approved as to Consent:

By: _______________________________ By:______________________________ Chris Constantin, Town Manager Robert Gray, Vice President Department Approval:
_______________________________________
Gitta Ungvari
Finance Director
Approved as to Form:
_______________________________
Gabrielle Whelan, Town Attorney

ITEM NO. 14.

ATTACHMENT 1
3 EXHIBIT A
SERVICES – Sales and Use Tax

1. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports

1.1. Establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the Town. This database will be utilized to generate special reports to Town on major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales.

1.2. Provide periodic updated reports to Town identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. Consultant shall meet quarterly by in person or virtually with Town.

1.3. Shall additionally provide following each calendar quarter a summary analysis for Town to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze Town ’s sales tax trends by major groups and geographic areas without disclosing confidential individual tax records.

1.4. Establish a special database with California Department of Tax and Fee Administration (“CDTFA”) registration data for businesses within applicable district boundaries holding seller’s permit accounts.

1.5. Periodically license for the limited, non-exclusive, non-transferable use by Town ’s staff certain of Consultant’s web-based sales, use and/or transactions tax program(s) containing sellers permit, registration, allocation and related information for business outlets within Town ’s jurisdiction registered with the CDTFA.

1.6. Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments.

2. Allocation and Audit Recovery Services

2.1. Conduct (when mutually agreed with Town) initial and on-going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the Town and/or recovering misallocated tax from registered taxpayers. Common errors that will be

ITEM NO. 14.

ATTACHMENT 1
4 monitored and corrected include but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of “point of sale” to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2.2. Initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.

2.3. Prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTFA to promote recovery by the City of back or prospective quarterly payments that may be owing.

2.4. If, during the course of its audit, Consultant finds businesses located in the City’s jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to the Town, Consultant may so advise the Town and collaborate with those businesses and the Town to encourage such changes.

SERVICES – Transactions Tax Services

3. Transactions Tax and Economic Analysis/Forecasting Services/Reports

3.1 Consultant shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure “G” District boundaries holding a seller’s permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available.

3.2 Consultant shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.

3.3. Consultant shall advise and work with TOWN Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on transactions and use tax questions.

3.4. Consultant shall make available to TOWN the HdL proprietary software program and Measure “G” database containing all applicable registration and quarterly allocation information for TOWN business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.

4. Deficiency/Allocation Reviews and Recovery

ITEM NO. 14.

ATTACHMENT 1
5 4.1. Consultant shall conduct on-going reviews to identify and correct unreported transactions and tax payments and distribution errors thereby generating previously unrealized revenue for the Town. Reviews shall include:

4.1.(a) Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure “G” Town boundaries, and therefore subject to transactions tax.

4.1.(b) Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the Town boundaries.

4.1.(c) Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.

4.1.(d) Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure “G” Transactions Tax District.

4.2. Consultant will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance TOWN ’s relations with the business community.

4.3. Consultant shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified and shall follow-up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the TOWN are recovered.

5. Consulting and Other Optional Services
Consultant may from time to time in its sole discretion, consult with City’s staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance business license collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self-assessment of tax obligations, and (vii) other sales, use or transactions tax revenue-related matters.

FEES – Sales and Use Tax Services

6. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports

6.1. Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $450 per month, commencing with the month of the

ITEM NO. 14.

ATTACHMENT 1
6 Effective Date (hereafter referred to as “monthly fee”). The monthly fee shall be invoiced quarterly in arrears, and shall be paid by Town no later than 30 days after the invoice date.

6.2. Consultant will increase the non-hourly Fees established above once a year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

7. Allocation and Audit Recovery Services

7.1. Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the Town as a result, in whole or in part, of the allocation audit and recovery services (hereafter referred to as “audit fee”). The fee shall be paid notwithstanding any related Town assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services.

7.2. The Fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the second eight (8) consecutive reporting quarters following completion of Consultant’s allocation audit and confirmation of the corrections by the CDTFA.

7.3. These Fees shall be paid by Town upon Consultant’s submittal of evidence of Consultant’s relevant Services in support thereof, including, without limitation, copies of relevant communications between Consultant and the CDTFA and/or taxpayers.

FEES – Transactions Tax Services

8. Transactions Tax and Economic Analysis/Forecasting Services/Reports

8.1. Fees shall be paid $300 monthly billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and shall be paid by Town no later than 30 days after the invoice date.

8.2. Consultant will increase the non-hourly Fees established above once a year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

9. Allocation and Audit Recovery Services

9.1. Fees shall be paid 25% of the initial amount of new transactions or use tax revenue received by the Town because of audit and recovery work performed by Consultant, (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by Town or Consultant to be increment attributable to causes other than Consultant’s work pursuant to this agreement. In the event, Consultant is responsible for an increase in the tax reported by businesses already properly making tax

ITEM NO. 14.

ATTACHMENT 1
7 payments to the Town, it shall be Consultant’s responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee.

Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by Consultant and confirmation of corrections by the California Department of Tax and Fee Administration but shall not apply prospectively to any future quarter. Consultant shall provide Town with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees.

ADDITIONAL TERMS – Sales, Use and Transactions Tax Services

10. Consulting and Other Optional Services

10.1. Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: (i) Principal - $325; (ii) Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195.

10.2. Consultant may change the rates for its hourly Fees from time to time. A 30 days’ prior written notice to will be given.

11. General Provisions Relating to Fees

11.1. Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by City.

11.2. Fees will be invoiced monthly to Town for Services performed during the prior month.

To the extent that Consultant has commercially reasonable means to do so, Fees will be netted out of City’s monthly revenue disbursement.

12. Confidentiality Information
Section 7056 of the State of California Revenue and Taxation Code (“R&T Code”) specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district’s officers and employees to examine state sales and use tax records.

The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement:

12.1. Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to Town pursuant to contract under the BradleyBurns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et.seq.

12.2. Consultant is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of Town who is authorized by Town resolution provided to the CDTFA to examine the information.

12.3. Consultant is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement.

ITEM NO. 14.

ATTACHMENT 1
8 12.4. Consultant is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired.

Information obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the Town as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

13. Software Use and Proprietary Information
Software Use. Consultant hereby provides authorization to Town to access Consultant’s Sales Tax website if Town chooses to subscribe to the software and reports option. The website shall only be used by authorized Town staff. No access will be granted to any third party without explicit written authorization by Consultant. Town shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by Town of said software, or any right of Town to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all Town staff website logins shall be de-activated.

Proprietary Information. As used herein, the term “proprietary information” means all information or material that has or could have commercial value or other utility in Consultant’s business, including without limitation: Consultant’s (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web-based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, Town shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by Town in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

14. Insurance
Throughout the term of this Agreement, Consultant will remain the following insurance in not less than the referenced amounts: (a) workers compensation and employers liability insurance as may be required by the State; (b) property damage liability insurance of $1,000,000 per incident; (c) bodily injury liability of $1,000,000 per incident; and (d) professional liability for any errors or omissions of $1,000,000.

ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40 4th AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this September 16, 2025 and amends that certain agreement for business license tax consulting services dated 04/ 05/ 2022, made by and between the Town of Los Gatos, (" Town,") and Hinderliter de Llamas Associates dba HdL Companies, a California Corporation].(" Consultant.")

RECITALS
A. Town and Consultant entered into a business license tax consulting services Agreement on April 5th 2022, (" Agreement"), a copy of which is attached hereto and incorporated by reference as Attachment 5 to this Amendment.

B. Town and Consultant entered into a first amendment for business license tax consulting services Agreement on September 30th 2022, (" 1st Amendment"), a copy of which is attached hereto and incorporated by reference as Attachment 4 to this Amendment C. Town and Consultant entered into a second amendment for business license tax consulting services Agreement on December 19th 2023, (" 2" d Amendment"), a copy of which is attached hereto and incorporated by reference as Attachment 3 to this Amendment.

D. Town and Consultant entered into a third amendment for business license tax consulting services Agreement on April 2nd 2024 (" 3rd Amendment"), a copy of which is attached hereto and incorporated by reference as Attachment 2 to this Amendment.

AMENDMENT

1. Section 2. 1, " Scope of Services" is amended to add the additional services described Exhibit A attached to this Amendment.

2. Section 2. 2, " Term and Time of Performance" is amended as follows: This contract will remain in effect until June 30, 2027.

3. Section 2. 6, " Compensation," is amended to read as follows:
a. The total compensation is increased by $ 178, 500 plus an annual CPI ( Consumer Proce Index) adjustment effective July 1st annually.
b. This increase includes the cost of the new added service and a $ 20, 000 reduction in the cost of services from the Third Amendment ( reduced from $ 40, 000 to 20, 000).
c. The new total not to exceed amount for the Agreement is $ 451, 500 plus CPI.

Payment will be made upon Town approval of each completed task. d. This not to exceed total does not include fees for Business License Discovery, Compliance, and Delinquency Tax Collection services, which are based on a percentage of revenue recovered as set forth in the table below. 1 ATTACHMENT 2 Page 1194
ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1DE601B8DF40 Tax and Fee Services ( Bundled w/ Sales Tax)
Service Compensation
Business License Tax Discovery/ Compliance/ Audits* 35% of One- Time Revenues Collected Business License Tax Collections* 25% of One- Time Revenues Collected TOT Audits* 5, 000.00 per property, per year+ CPI
Sales& Tax Use Audit Services^ 15% of Revenues Collected Sales& Use Tax Management Services^ 450 per month+ CPI
Pricing is contingent on a bundled service discount
For more information see separate Sales Tax proposal
Payment transactions are subject to typical payment processing and returned payment fees. HdL supports both agency funded( fees paid by City) and convenience fee( fees paid by taxpayer) models.

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

IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos Approved as to Consent:

Signed by: DocuSigned by:
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Chris Constantin, Town Manager Robert Gray, Vice President Department Approval:
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Gitta Ungvari
Finance Director
Approved as to Form:

Signed by:

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Gabrielle Whelan, Town Attorney
2

ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40 Exhibit A
Business License Tax and Fees Compliance
Consultant will provide the following Services relative to Client' s business license tax administration:

1. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax, and 3) identify under- reported tax liability.

1. 1. Discovery Services

1. 1. 1. Develop a list of businesses subject to Client licensure or taxation.

1. 1. 2. Notify non- compliant businesses of their options to comply or dispute their non- compliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.

1. 1. 3. Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation ( i. e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.

1. 1. 4. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.

1. 1. 5. Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.

1. 2. Collection Services

1. 2. 1. Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.

1. 2. 2. Notify businesses of their options to comply or dispute their non- compliant status.

1. 2. 3. Provide businesses with detailed invoicing and options to pay via website, mail and phone.

1. 2. 4. Remit revenue to Client no less than monthly.

1. 3. Audit Services

1. 3. 1. Identify potential under- reporting and/ or misclassified businesses.

1. 3. 2. Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.

1. 3. 3. Submit audit summaries to Client and discuss further actions.

1. 3. 4. Educate businesses on proper reporting practices.

1. 3. 5. Invoice and collect identified deficiencies.

2. Online Payment Processing — Consultant' s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

2. 1. Client Responsibilities

2. 1. 1. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Consultant' s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant' s payment processor. " Network" is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
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ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40

2. 1. 2. Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

Transient Occupancy Tax Audits
Consultant will provide the following Services relative to Client' s transient occupancy tax administration:

3. Audit Services

3. 1. Analyze Client transient occupancy tax ordinance and business procedures, and recommend possible improvements or best practices for processes, form design, and ordinance.

3. 2. Analyze lodging provider data and review analysis findings with Client. Analysis will include the most recent thirty- six ( 36) months of tax filings along with supplemental data as available including number of rooms, occupancy rate, physical condition, and business dynamics).

3. 3. Recommend lodging providers who merit additional investigation or examination to determine their compliance with Client' s ordinance.

3. 4. Lodging providers identified by Consultant and approved by Client for audit are scheduled for a compliance analysis audit.

3. 5. Review records of the lodging provider for information related to compliance with Client regulations( including endeavoring to validate taxable gross rents, exemptions, bank statements, daily/ monthly summaries, and other relevant compliance- related information). Supporting documentation for relevant items such as exemptions will also be reviewed.

3. 6. Generate lodging provider compliance report( including results of the compliance analysis audit and recommended actions). Review report with Client and determine next steps.

3. 7. Notify deficient lodging providers of the findings as well as instructions for payment and appeal processes. Schedule appointments with lodging providers to review findings and educate regarding proper filing procedures in order to prevent future errors and deficiencies.

3. 8. Send compliant lodging providers a letter of commendation, thanking them for their cooperation and compliance.

3. 9. Invoice lodging providers found to be underreporting through the standard Client approved collections process.

Sales & Use Tax Services

4. Sales and Use Tax and Economic Analysis/ Forecasting Services/ Reports

4. 1. Establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the Town. This database will be utilized to generate special reports to Town on major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales.

4. 2. Provide periodic updated reports to Town identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without 4

ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40 limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. Consultant shall meet quarterly by in person or virtually with Town.

4. 3. Shall additionally provide following each calendar quarter a summary analysis for Town to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze Town' s sales tax trends by major groups and geographic areas without disclosing confidential individual tax records.

4. 4. Establish a special database with California Department of Tax and Fee Administration (" CDTFA") registration data for businesses within applicable district boundaries holding seller' s permit accounts.

4. 5. Periodically license for the limited, non- exclusive, non- transferable use by Town' s staff certain of Consultant' s web-based sales, use and/ or transactions tax program( s) containing sellers permit, registration, allocation and related information for business outlets within Town' s jurisdiction registered with the CDTFA.

4. 6. Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and ( ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments.

5. Allocation and Audit Recovery Services

5. 1. Conduct ( when mutually agreed with Town) initial and on- going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the Town and/ or recovering misallocated tax from registered taxpayers. Common errors that will be monitored and corrected include but are not limited to:
transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of " point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

5. 2. Initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.

5. 3. Prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow- up with individual businesses and the CDTFA to promote recovery by the Town of back or prospective quarterly payments that may be owing.

5. 4. If, during the course of its audit, Consultant finds businesses located in the Town' s jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to Town, Consultant may so advise Town and collaborate with those businesses and Town to encourage such changes.
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ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40

6. Consulting and Other Optional Services
Consultant may from time to time in its sole discretion, consult with Town' s staff, including without limitation, regarding( i) technical questions and other issues related to sales and use tax, ( ii) utilization of reports to enhance business license collection efforts; ( iii) sales tax projections for proposed annexations, economic development projects and budget planning, ( iv) negotiating/ review of tax sharing agreements, ( v) establishing purchasing corporations, ( vi) meeting with taxpayers to encourage self-assessment of tax obligations, and ( vii) other sales and use tax revenue- related matters.

FEES
Business License Tax and Fees Compliance

7. Compliance Services

7. 1. Fees for performing compliance Services apply to all monies received for the current tax/ license period and any other prior period collected ( including monies received for taxes, penalties, interest, and fees).

7. 1. 1. Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.

7. 1. 2. In the event that Client discovers a non- compliant business and reports the business to Consultant ( including a calculation of all taxes/ fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate.

7. 1. 3. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.

7. 1. 4. Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.

7. 2. Consultant recognizes Client' s authority to waive or reduce the tax/ fee debt ofa business. Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half( 1/ 2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection ( i. e. statute of limitation or other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.

7. 3. The fee shall be paid notwithstanding any related Client assistance, work in parallel, and/ or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant Services.

7. 4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client.

7. 5. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client' s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

8. Payment Processing — Consultant will configure payment processing services to utilize either a taxpayer funded model ( convenience fee) or Client funded model, as directed by Client. Client may 6

ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40 switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

8. 1. Taxpayer funded model— Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

8. 1. 1. Credit and debit card processing— 2. 9% of transaction amount, minimum of$ 2. 00

8. 1. 2. ACH/ eCheck processing-$ 2. 50 per transaction

8. 2. Client funded

8. 2. 1. Credit and debit card processing— 2. 9% of transaction amount

8. 2. 2. ACH/ eCheck processing-$ 0. 75 per transaction

8. 3. Returned payments/ NSF fee — Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of$ 25. 00, to be applied to the taxpayers account.

8. 4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/ processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

Transient Occupancy Tax Audits

9. Audit Services

9. 1. Fees for performing audit Services are$ 5, 000. 00 per property.

9. 1. 1. Fees will be increased as of January 1st of each calendar year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban Consumers ( CPI- U), West Region, as reported by the U. S. Bureau of Labor Statistics the " CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent ( 2%) or the actual CPI Change and the lesser of ten percent( 10%) or the actual CPI Change. For example, if the actual CPI Change is 1. 5%, then the annual increase will be 2%, if the actual CPI Change is 3. 5%, then the annual increase will be 3. 5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

9. 2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings including implementation, training, operations and support), subject to prior written authorization from the Town..

9. 3. Fees will be invoiced monthly to Client for Services performed during the prior month. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

Sales & Use Tax Services

10. Sales and Use Tax and Economic Analysis/ Forecasting Services/ Reports

10. 1. Fees for performing the sales tax and economic analysis/ forecasting Services as described above shall initially be $ 450 per month, commencing with the month of the Effective Date hereafter referred to as " monthly fee"). The monthly fee shall be invoiced quarterly in arrears and shall be paid by Town no later than 30 days after the invoice date. 7

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Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40

10. 2. Consultant will increase the non- hourly Fees established above once a year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban Consumers ( CPI- U), as reported by the U. S. Bureau of Labor Statistics ( the CPI Change").

11. Allocation and Audit Recovery Services

11. 1. Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the Town as a result, in whole or in part, of the allocation audit and recovery services ( hereafter referred to as audit fee"). The fee shall be paid notwithstanding any related Town assistance, work in parallel, and/ or incurrence of attorneys' fees or other costs or expenses in connection, with the relevant Services.

11. 2. The Fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the first eight ( 8) consecutive reporting quarters following completion of Consultant' s allocation audit and confirmation of the corrections by the CDTFA.

11. 3. These Fees shall be paid by Town upon Consultant' s submittal of evidence of Consultant' s relevant Services in support thereof, including, without limitation, copies of relevant communications between Consultant and the CDTFA and/ or taxpayers.

11. 4. Consultant recognizes Town' s authority to waive or reduce the tax/ fee- related debt of a business. Should Town decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half( 1/ 2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection ( i. e., statute of limitation or other legal defense) shall not be considered a Town voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.

12. Consulting and Other Optional Services
in. Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: ( i) Principal-$ 325;( ii) Programmer-$ 295; ( iii) Senior Analyst 245; and ( iv) Analyst-$ 195.

12. 2. Consultant may change the rates for its hourly Fees from time to time. A 30 days' prior written notice to Town will be given.

13. General Provisions Relating to Fees

13. 1. Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre- approved by Town.

13. 2. Fees will be invoiced monthly to Town for Services performed during the prior month. To the extent that Consultant has commercially reasonable means to do so, Fees will be netted out of Town' s monthly revenue disbursement.

8. Confidentiality Information
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Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1 DE601B8DF40 Section 7056 of the State of California Revenue and Taxation Code(" R& T Code") specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a Town, county or district may authorize persons other than such Town, county or district' s officers and employees to examine state sales and use tax records.

The following conditions specified in Section 7056-( b)( 1) of the State of California R& T Code are hereby made part of this Agreement:

8. 1. Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to Town pursuant to contract under the Bradley- Burns Uniform Local Sales and Use Tax Law R& T Code Section 7200 et. seq.

8. 2. Consultant is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of Town who is authorized by Town resolution provided to the CDTFA to examine the information.

8. 3. Consultant is prohibited from performing consulting services for a retailer ( as defined in R& T Code Section 6015), during the term of this agreement.

8. 4. Consultant is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired. Information obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the Town as set forth by resolution adopted pursuant to Section 7056 ( b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056( b), ( 1) of the Revenue and Taxation Code.

9. Software Use and Proprietary Information
Software Use. Consultant hereby provides authorization to Town to access Consultant' s Sales Tax website if Town chooses to subscribe to the software and reports option. The website shall only be used by authorized Town staff. No access will be granted to any third party without explicit written authorization by Consultant. Town shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by Town of said software, or any right of Town to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all Town staff website logins shall be de- activated.

Proprietary Information. As used herein, the term " proprietary information" means all information or material that has or could have commercial value or other utility in Consultant' s business, including without limitation: Consultant' s ( i) computer or data processing programs; ( ii) data processing applications, routines, subroutines, techniques or systems; desktop or web- based software; ( iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, Town shall hold in confidence and shall not use ( except as expressly authorized by this Agreement) or disclose to 9

ITEM NO. 14.

Docusign Envelope ID: DF9F35AE- B174- 4E10- 8DE2- 1DE601B8DF40 any other party any proprietary information provided, learned of or obtained by Town in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information or is a public record pursuant to the state Public Records Act.. 10

ITEM NO. 14.
1 of
HdL Companies 3rd Amendment to Agreement
3rd AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 2nd day of April, 2024 and amends that certain agreement for business license tax consulting services dated 04/05/2022, made by and between the Town of Los Gatos, ("Town,") and HdL Companies.(“Consultant.”)

RECITALS
A. Town and Consultant entered into a business license tax consulting services Agreement on April 5th 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 2 to this Amendment.

B. Town and Consultant entered into a first amendment for business license tax consulting services Agreement on September 30th 2022, (“1st Amendment”), a copy of which is attached hereto and incorporated by reference as Attachment 3 to this Amendment C. Town and Consultant entered into a second amendment for business license tax consulting services Agreement on December 19th 2023, (“2nd Amendment”), a copy of which is attached hereto and incorporated by reference as Attachment 4 to this Amendment.

AMENDMENT

1. Section 2.1, “Scope of Services” is amended to include the additional services described in the statement of work sent to the Town on March 25, 2024, which is hereby incorporated by reference and attached as Attachment 1 to this Amendment.

2. Section 2.6, “Compensation," is amended to add the following paragraph: Compensation shall be increased by $40,000 for the additional services for a total agreement not to exceed $273,000.00. Of the additional $40,000 compensation, an initial payment of $20,000 shall be due within 30 days of contract amendment execution date. A second payment of $20,000 shall be made after the work is complete. The total cost does not include any training or related travel expenses. Payment shall be based upon Town approval of each task.

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

IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos Approved as to Consent:

By: _______________________________ By: ______________________________ Laurel Prevetti, Town Manager Robert Gray, CIO HdL Companies ATTACHMENT 3

ITEM NO. 14.
2 Department Approval:
_______________________________________
Gitta Ungvari
Finance Director
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk

ITEM NO. 14.

DocuSign Envelope ID: 8DEF6612-B9EC-43AD-B36C-4E2F60DD5CC4 2 nd AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 19th day of December, 2023 and amends that certain agreement for business license tax consulting services dated 04/05/2022, made by and between the Town of Los Gatos, ("Town,") and HdL Companies.("Consultant.")

RECITALS
A. Town and Consultant entered into a business license tax consulting services Agreement on April 5
th 2022, ("Agreement"), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. Town and Consultant entered into a first amendment for business license tax consulting services Agreement on September 30th 2022, ("l5t Amendment"), a copy of which is attached hereto and incorporated by reference as Attachment 2 to this Amendment.

AMENDMENT

1. 2.2 Term and Time of Performance: This contract will remain in effect until December 31, 2025.

2. 2.6 Compensation: Compensation for Consultant's professional services shall be increased by $70,000 annually for a total agreement not to exceed $233,000.00. Payment shall be based upon Town approval of each task.

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

IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos
� OocuSigned by:

By:�sa�
Laurel Prevetti, Town Manager
Department Approval:

Gitta Ungvari
Finance Director
HdL Companies 2
nd Amendment to Agreement
Approved as to Consent:

By:

Robert Gray, CIO HdL Companies
1 ATTACHMENT 4

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ATTACHMENT 5

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DocuSign Envelope ID: 89811897-184C-4B6D- A812-DD9A9EE44240 Hinderliter De Llamas & Associates
Tax and Fee Administration Services and Fees
Business License Tax and Fees
Town of Los Gatos

SCOPE OF SERVICES
Consultant will provide the following Services relative to Client's business license tax administration.

1. Operations Management Services

1.1. Establish and maintain database of Client businesses.

1.2. Receive and process applications, renewals and payments in a timely fashion.

1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.

1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5 :00pm Pacific).

1.5. Remit revenue to Client no less than monthly.

1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.

2. Online Payment Processing - Consultant's services include PCI compliant payment processing services powered by FIS Global, which supports both credit card and eCheck transactions.

2.1. Client Responsibilities

2.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by FIS Global, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by FIS Global. "Network" is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
2 .1 .2. Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

FEES

3. Operations Management Services

3.1. Fees for performing operations management Services shall be $17.00 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.

4.1.1 One-time project implementation fee of $5,000.00.

3.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPIU), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser often percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%. 1234662.2 Page 1 of2

ITEM NO. 14.

DocuSign Envelope ID: 89811897-184C-4B6D-A812-DD9A9EE44240

3.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.

3.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

3.5. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by Client.

3.6. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

4. Payment Processing - Consultant will configure payment processing services to utilize either a taxpayer funded model ( convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

4.1. Taxpayer funded model - Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

4.1.1.Credit and debit card processing - 2.9% of transaction amount, minimum of$2.00

4.1.2.ACH/eCheck processing - $1.25 per transaction

4.2. Client funded

4.2.1.Credit and debit card processing - 2.9% of transaction amount

4.2.2.ACH/eCheck processing - $0.50 per transaction

4.3. Returned payments/NSF fee - Each occurrence of a card charge back, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayer's account.

4.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.
1234662.2 Page 2 of2

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ATTACHMENT 6

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ATTACHMENT 7
RESOLUTION NO._______________
A Resolution of the Town Council of the Town of Los Gatos Authorizing Examination of Sales or Transactions and Use Tax Records WHEREAS, pursuant to Ordinance Numbers 1645, 1603, 1131, 621 the Town of Los Gatos (Town) entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of sales and use taxes; and WHEREAS, pursuant to Ordinance Number 2274 Revenue and Taxation Code section 7270, the Town entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of transactions and use taxes; and WHEREAS, the Town Council of the Town of Los Gatos deems it desirable and necessary for authorized officers, employees and representatives of the Town to examine confidential sales or transactions and use tax records of the Department pertaining to sales or transactions and use taxes collected by the Department for the City pursuant to that contract; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Department records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales or transactions and use tax records of the Department;

NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS HEREBY RESOLVES AS FOLLOWS:

Section 1. That the Town Manager, Assistant Town Manager, Town Attorney, Administrative Services Director, Finance Director, Finance and Accounting Manager, Accountant and Finance Analyst, Senior Finance Analyst, Community Development Director, Economic Vitality Manager, or other officer or employee of the Town designated in writing by the Town Manger to the California Department of Tax and Fee Administration is hereby appointed to represent the City with authority to examine sales or transactions and use tax records of the Department pertaining to sales or transactions and use taxes collected for the Town by the Department pursuant to the contract between the Town and the Department.

Section 2.

The information obtained by examination of Department records shall be used only for purposes related to the collection of Town sales or transactions and use taxes by the Department pursuant to that contract, and for purposes related to the following governmental functions of the Town:
(a) Budget
(b) Planning
(c) Economic Development
(d) Transportation Planning
(e) Business License

ITEM NO. 14.

ATTACHMENT 7
The information obtained by examination of Department records shall be used only for those governmental functions of the City listed above.

Section 3. That Hinderliter de Llamas & Associates is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to sales or transactions and use taxes collected for the Town by the Department. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the Town and the Hinderliter de Llamas & Associates:
a) has an existing contract with the Town to examine those sales or transactions and use tax records; b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information.
c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

BE IT FURTHER RESOLVED that the information obtained by examination of Department records shall be used only for purposes related to the collection of Town sales or transactions and use taxes by the Department pursuant to the contract between the Town and the Department and for those purposes relating to the governmental functions of the Town listed in section 2 of this resolution.

Section 5. That this resolution supercedes all prior resolutions of the Town Council of the Town of Los Gatos adopted pursuant to subdivision (b) of Revenue and Taxation Code section 7056.

Introduced, approved and adopted this__________day of___________________ 20___.

ATTEST: (s) ___________________________ (s) ____________________________ Town Clerk Mayor
I, ____________________, Town Clerk of the Town of Los Gatos, California, DO HEREBY CERTIFY that the foregoing resolution was duly introduced, approved and adopted by the Town Council of the Town of Los Gatos, at a regular meeting of said Council held on the ________ day of ________________, 20___, by the following roll call vote:

Ayes: (Names of Councilmembers)
Noes: (Names of Councilmembers)

Absent: (Names of Councilmembers)
(s) _______________________________
Town Clerk

ITEM NO. 14.

ATTACHMENT 8

ITEM NO. 14.

ITEM NO. 14.

ITEM NO. 14.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 12/02/2025
ITEM NO: 15
DATE: October 21, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize a Revenue and Expenditure Budget Adjustment in the Amount of $9,500.00 from the Town’s Public Art Fund for the Forbes Mill Footbridge Children’s Art for Fiscal Year 2025-26
RECOMMENDATION: Authorize a revenue and expenditure budget adjustment in the amount of $9,500.00 from the Town’s Public Art Fund for the Forbes Mill Footbridge Children’s Art for fiscal year 2025-26.

FISCAL IMPACT:

An expenditure budget adjustment of $9,500.00 from the available Town’s Public Art Fund will cover the cost of the panels and installations. The current balance of the Public Art Fund is $24,328.

STRATEGIC PRIORITY:

Indirect nexus to “Ensure all residents and visitors feel a sense of belonging in Los Gatos, maintaining and enhancing the Town as a welcoming, family-oriented, safe, and inclusive community.”
BACKGROUND:

The Town’s Public Art Fund was established by Council in May of 2021 with Ordinance 2318, which added Chapter 25, Article VII “Public Art Funding” to the Town’s Municipal Code. This requires new private development projects to place public artwork on-site valued at 1% of building value, or if desired by the developer, to pay that amount into the Town’s Public Art Fund in lieu of placing public artwork on-site. In lieu funds may only be used for public art projects.

ITEM NO. 15.

PAGE 2 OF 3
SUBJECT: Approve Public Art Funds for the Forbes’ Mill Footbridge Children’s Art DATE: December 2, 2025
The Forbes Mill Footbridge Children’s Art is a public art project that was originally coordinated by the Arts and Culture Commission (ACC). Los Gatos Saratoga Recreation (LGSRec) partnered with the Town for the project in 2011 due to Town capacity issues related to dissolving the Town’s Recreation Department. LGSRec currently produces three separate week-long Footbridge Art summer camp programs as part of their summer activity calendar for children.

LGSRec subcontracts with other vendors to conduct the program on their behalf. This program produces approximately 40-45 children’s artworks for the Town’s use. The Town then contracts directly with a photographer to digitalize the artworks and a vinyl sign printer/installer for final installation. Each year approximately 40-45 older panels are removed to be replaced with new ones.

DISCUSSION:

Funding for the photographer, the vinyl printing, and final installation were previously part of the Town’s Capital Improvement Budget (CIP) included under “Town Beautification” CIP number 821-2002. This project was categorized as Tier Two in the adopted Fiscal Year 2025-26 CIP Budget. As a result, there is no funding allocated for the project. This places the Forbes’ Mill Footbridge Children’s Art project on hiatus for the foreseeable future.

While the project was ultimately not included in the adopted FY 2025–26 CIP budget, coordination with project partners and contractors had already advanced under the understanding that the program would proceed as in prior years. Unfortunately, the potential for the project’s deferral was not communicated early enough to allow for an orderly pause, and preparatory work had already commenced. Considering these circumstances, proceeding with the project this fiscal year is recommended to uphold the Town’s professional obligations, maintain positive working relationships with partners, and preserve the continuity of this longstanding community program.

Town staff therefore recommends closing out this final project year by utilizing the Town’s Public Art Fund to cover the expenses for Fiscal Year 2025–26. This approach ensures that the project can be completed without impact on either the General Fund or the CIP Budget. All participating partners and contractors have been notified that, following this fiscal year, the project will be placed on hiatus pending future funding considerations.

Per the conditions of the Ordinance, the ACC must make the determination that the project meets the definition of Public Art and meets the requirements as a qualifying expenditure of Public Art funds. The ACC made the determination at their meeting on November 19, 2025, that the Forbes Mill Footbridge Children’s Art is Public Art that it qualifies for use of Public Art funds.

COORDINATION:

This item was coordinated between the Library, PPW, Finance, and the ACC.

ITEM NO. 15.

PAGE 3 OF 3
SUBJECT: Approve Public Art Funds for the Forbes’ Mill Footbridge Children’s Art DATE: December 2, 2025
ENVIRONMENTAL ASSESSMENT:

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

ITEM NO. 15.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 12/02/2025
ITEM NO: 16
DATE: December 2, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution Modifying the Hours of Enforcement for Passenger Loading Zones on East Main Street Adjacent to Los Gatos High School RECOMMENDATION: Adopt a resolution amending the hours of operation for 10-minute passenger loading zones on East Main Street to 7:30 a.m. – 8:30 a.m. and 2:00 p.m. – 3:00 p.m. on school days.

FISCAL IMPACT:

This action will require the replacement and/or updating of certain signage related to parking along East Main Street near the High School. The cost of the updated signs and labor for installation is expected to be approximately $800 and will be paid from the Parks and Public Works Operating Budget Streets and Signals Program (1115401).

STRATEGIC PRIORITY:

This action supports the strategic priority of managing downtown parking to make it easy for residents and visitors to access and locate, as well as supporting the core goal of Quality Public Infrastructure.

BACKGROUND:

Downtown Parking Management Plan
On December 17, 2001, the Town Council adopted Resolution No. 2001-145 (Attachment 1), which formally approved the Downtown Parking Management Plan (Plan). The Plan provided recommendations regarding parking time limits, exemptions, and the days and hours of

ITEM NO. 16.

PAGE 2 OF 4
SUBJECT: Adopt a Resolution to Update Parking Restrictions Along Certain Areas of East Main Street and in the Park Avenue Lot
DATE: December 2, 2025
enforcement for public parking in Downtown and in areas near Los Gatos High School (LGHS).

This area more recently was named the Olive Zone.

The Plan identified off-site student parking from LGHS as a potential concern affecting parking availability for nearby businesses and residential neighborhoods. To address this, the Plan recommended ninety (90) minute time limits for public parking areas east of Pageant Street, enforced from 7:00 a.m. to 4:00 p.m., Monday through Friday, excluding holidays.

The shorter time limit near the high school, compared to the two (2) hour limit recommended for public parking west of Pageant Street and in Downtown, was intended to discourage student parking and promote regular turnover, ensuring more efficient use of public parking spaces around the school.

The 2001 Plan identified the Park Avenue lot as a location for unlimited parking with no time restrictions.

East Main Street Passenger Loading Zones
Passenger loading restrictions are currently enforced on the north and south sides of East Main Street, between Chicago Avenue and High School Court, from 7:00 a.m. to 9:00 a.m. and from 2:00 p.m. to 4:00 p.m. on school days only (excluding school holidays). These regulations help to prioritize LGHS student drop-off and pick-up and were initially established according to the school’s bell schedule.

During the posted passenger loading periods, parking is limited to ten (10) minutes. Outside of the passenger loading hours, the ninety (90) minute parking time limit is enforced.

Restated Parking Regulations Downtown and in the Olive Zone On March 5, 2025, the Town Council adopted Resolution No. 2025-007 (Attachment 2), which restated current restrictions in parking areas in Downtown and the Olive Zone, including the time-limited parking on East Main Street. Passenger loading zone hours nor restrictions on East Main Street were not adjusted by Resolution No. 2025-007.

In this resolution, the Park Avenue Parking lot was retained for unlimited parking, with some spaces identified for employee parking.

DISCUSSION:

Los Gatos High School Student Drop-off and Pick-up

ITEM NO. 16.

PAGE 3 OF 4
SUBJECT: Adopt a Resolution to Update Parking Restrictions Along Certain Areas of East Main Street and in the Park Avenue Lot
DATE: December 2, 2025
Following the establishment of the current passenger loading hours on East Main Street, the LGHS bell schedule was modified in response to California Senate Bill 328, which mandates that high schools begin classes no earlier than 8:30 am. As a result, there is now a substantial gap between the start of the passenger loading restrictions (7:00 am) and the start of classes (8:30 am). Based on field observations, staff have determined that a one (1) hour morning passenger loading period would sufficiently accommodate most student drop-off activity while allowing nearby businesses greater access to public parking during early morning hours.

Similarly, staff observations indicate that the current afternoon passenger loading period of 2:00 pm to 4:00 pm exceeds the time needed for student pick-up. Under the current bell schedule, fifth and sixth periods end at 2:20 pm and 2:25 pm, respectively, on alternating days.

A seventh period, which not all students attend, ends at 3:55 p.m. on alternating days. Staff have concluded that a one (1) hour afternoon passenger loading period would effectively accommodate most student pick-up activity.

Over the past several months, Town staff have worked closely with LGHS staff to address public feedback regarding East Main Street passenger loading restrictions. Following these discussions, the LGHS administration has expressed support for the proposed adjustments.

Therefore, staff recommend revising the hours of enforcement to 7:30 am to 8:30 am and 2:00 pm to 3:00 pm on school days only. The proposed resolution (Attachment 3) would adopt this proposed change.

If approved, staff will communicate with the high school leadership so they can notify parents and students. Staff will update the loading zone signage in front of the high school before January 5, 2026, so enforcement can begin with the return from the holiday break. This enforcement schedule has been coordinated with the Los Gatos Monte Sereno Police Department Traffic Sergeant.

Time-Limited Parking Near Los Gatos High School
Staff have received feedback from adjacent businesses indicating that the current ninety (90) minute parking limits on East Main Street are too restrictive. In response, staff have discussed at length the potential impact of extending the parking time limit on East Main Street, east of Pageant Street, to two (2) hours between 9:00 am and 6:00 pm, Monday through Saturday, excluding holidays. If considered, staff recommend that this change be made for all areas in the Olive Zone for ease of management and enforcement.

This extended time limit would provide customers with more time to visit nearby businesses and align more closely with existing parking regulations in nearby areas. For example, the portion of East Main Street west of Pageant Street allows two (2) hour parking between 9:00 am and 6:00 pm, Monday through Saturday, excluding holidays.

ITEM NO. 16.

PAGE 4 OF 4
SUBJECT: Adopt a Resolution to Update Parking Restrictions Along Certain Areas of East Main Street and in the Park Avenue Lot
DATE: December 2, 2025
However, staff believes that extending the time limit may have unintended effects on on-street parking availability due to potential increases in Los Gatos High School (LGHS) student parking using the two-hour spaces and reduced parking turnover in the area. In addition, the change would introduce a Saturday time limit in the Olive Zone where none currently exists, which may adversely impact the businesses in this location.

Staff are currently analyzing parking occupancy data from a recent study to develop recommendations for updated parking time limits and enforcement hours. These recommendations will take a comprehensive approach to managing parking in Downtown, the Olive Zone, and areas adjacent to Los Gatos High School. Once the analysis is complete, staff anticipate presenting findings and recommendations to the Town Council in Spring 2026.

For these two reasons, staff is not recommending a change to the time limits for on-street parking near the high school at this time.

CONCLUSION:

Staff recommend adopting a resolution to adjust the hours of 10-minute passenger loading parking restrictions on East Main Street in front of the Los Gatos High School to 7:30 am to 8:30 am and from 2:00 pm to 3:00 pm on school days, except school holidays.

COORDINATION:

This staff report was coordinated with the Town’s Parking Consultant, DIXON Resources Unlimited, and with the Los Gatos Saratoga Union School District, the Economic Vitality Manager, and the Los Gatos Monte Sereno Police Department.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Resolution 2001-145

2. Resolution 2025-007

3. Draft Resolution with Exhibit A – Map of Street Passenger Loading Zones

ITEM NO. 16.

ITEM NO. 16.

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ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

ITEM NO. 16.

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ITEM NO. 16.

RESOLUTION 2025- 007

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS

ESTABLISHING PARKING REGULATIONS, INCLUDING TIME LIMITS, DATE AND TIME

OF ENFORCEMENT, AND PARKING PERMIT EXEMPTIONS FOR PUBLIC PARKING

AREAS DOWNTOWN AND IN THE OLIVE ZONE
WHEREAS, the Downtown Parking Management Plan, as adopted in Resolution 2001- 145 on December 17, 2001, established various parking management strategies for downtown commercial areas and near the high school and Civic Center; and WHEREAS, the parking regulations provided in the Downtown Parking Management Plan have been adjusted over the years, as authorized by action of the Town Council; and WHEREAS, California Vehicle Code Section 22507 and Town Code Sections 15. 40. 015 and 15. 40. 080 authorize Town Council to enact local regulation of parking prohibitions and preferential parking zones by resolution, respectively; and WHEREAS, the Town Council seeks to reaffirm current parking regulations downtown and near the high school and civic center ( now known as the Olive Zone), as depicted in the attached map of Downtown and Olive Zone parking regulations ( Exhibit A), in compliance with state and local laws.

NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Los Gatos does adopt Exhibit A, attached hereto. The parking regulations adopted herein shall not invalidate any currently posted parking regulations or curb markings indicating restrictions for short-term parking or passenger and commercial loading activities. The parking regulations, as described in Exhibit A, become effective only upon the erection of appropriate signs giving adequate notice of such regulations.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 4th day of March, 2025, by the following vote:

COUNCIL MEMBERS:

AYES: Maria Ristow, Rob Rennie, Rob Moore, Mary Badame, Mayor Matthew Eludes NAYS: None
ABSENT: None
ABSTAIN: None
ATTEST:

TOWN CLERK rT THE TOWN OF LOS GATOS

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

LOS GATOS, CALIFORNIA
1 of 1
Resolution 2025- 007 March 4, 2025
ATTACHMENT 2

ITEM NO. 16.

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ITEM NO. 16.
1 of 3
Resolution 2025- December 2, 2025
Attachment 3
RESOLUTION 2025-xx

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS ADJUSTING

HOURS OF ENFORCEMENT OF PASSENGER LOADING PARKING RESTRICTIONS ON

PORTIONS OF EAST MAIN STREET IN FRONT OF LOS GATOS HIGH SCHOOL WHEREAS, California Vehicle Code Section 22507 and Town Code Sections 15.40.015 authorize the Town Council to enact local regulations of parking prohibitions by resolution; and WHEREAS, the current hours of passenger loading restrictions on East Main Street, in front of Los Gatos High School, no longer closely align with the high school’s current bell schedule and exceed the reasonable amount of time necessary for student pick-up and drop-off activities; and
WHEREAS, the Town Council seeks to adjust the hours of enforcement of passenger loading zones on portions of East Main Street in front of Los Gatos High School, as depicted in the attached map (Exhibit A), to accommodate the current demand for student pick-up and drop-off and to promote more efficient use of these valuable public parking spaces.

NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Los Gatos does adopt Exhibit A, attached hereto. The parking regulations adopted herein shall not invalidate any existing posted parking restrictions that apply outside of the days and hours designated for passenger loading in Exhibit A. The parking regulations, as described in Exhibit A, become effective only upon the erection of appropriate signs giving adequate notice of such regulations.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 2nd day of December, 2025, by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:
_______________________________

ITEM NO. 16.
2 of 3
Resolution 2025- December 2, 2025
Attachment 3

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
ATTEST:
___________________________________

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

ITEM NO. 16.
3 of 3
Resolution 2025- December 2, 2025
Attachment 3

EXHIBIT A

MAP OF EAST MAIN STREET PASSENGER LOADING ZONES

ITEM NO. 16.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 12/02/2025
ITEM NO: 17
DATE: December 2, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to Waive the 180-day Retiree Rehire Wait Period for Gitta Ungvari
RECOMMENDATION: Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to waive the 180-day retiree rehire wait period and to appoint Gitta Ungvari as the interim Finance Director in the Finance Department.

FISCAL IMPACT:

It is anticipated that hiring Gitta Ungvari as the Interim Finance Director will not result in any additional costs for the Town. As a retiree, she is not eligible for benefits associated with permanent employment aside from the Town’s Medicare contribution, and she will likely be working fewer than 40 hours per week.

The position is funded through the Finance Department, and the cost of staff time is already accounted for in the in the Finance Department Fiscal Year 2025/26 budget. While there may be a brief overlap between the new Administrative Services Director and Ms. Ungvari in her role as Interim Finance Director, the savings from not paying benefits are expected to result in a net-neutral or net-savings impact. The Town does not have an anticipated start date for the new Administrative Services Director.

STRATEGIC PRIORITY:

This action relates to the strategic priority to ensure prudent financial management, as continuity of services in the Finance Department is critical given the timing of the appointment

ITEM NO. 17.

PAGE 2 OF 3
SUBJECT: Resolution for the California Public Employees’ Retirement System Retirement Plan for Gitta Ungvari
DATE: December 2, 2025
in relation to the Fiscal Year 2026-27 Operating and Capital Improvement Plan budget proposals and deliberations.

BACKGROUND:

The Town has an existing agreement with the California Public Employees’ Retirement System (CalPERS) to provide its retirement program to employees. The CalPERS retirement program is governed by the Public Employees’ Retirement Law (PERL). PERL contains the rules and regulations that a contracting agency must adhere to related to the hire of a CalPERS retiree, referred to as a retired annuitant. PERL requires that a non-safety retired annuitant may not work for a CalPERS contracting agency unless the retired annuitant has been retired for at least 180 days (Gov. Code section 7522.56). In lieu of the 180-day wait period, an agency’s governing body may approve a resolution to waive the 180 days. PERL also requires that if a retired annuitant will be rehired into a vacant position while a recruitment for a permanent replacement is taking place, the governing body must approve a resolution appointing the retired annuitant as an interim employee [Gov. Code section 21221(h)].

DISCUSSION:

Gitta Ungvari has been employed as the Town of Los Gatos Finance Director since June 2022.

Recently, Ms. Ungvari provided her notice of intent to retire from the Town with her last day of work to occur on December 30, 2025, resulting in a CalPERS retirement effective date of December 31, 2025.

The Town has entered into an agreement with the executive recruitment firm of Tristar Government Solutions for recruitment marketing and outreach. The recruitment opened on November 10, 2025. The typical span of the recruitment timeline to hire for an executive position is three to four months. The Finance Director provides critical oversight and contributions to financial processes, audits, and required financial documents such as the Annual Comprehensive Financial Report and the annual Operating and Capital Improvement Plan budgets. To allow for this continued oversight as well as the transfer of important institutional knowledge to the new Finance Director, staff is requesting to rehire Ms. Ungvari as an Interim Finance Director until the permanent replacement is hired.

Before Ms. Ungvari can be hired as a retired annuitant, the Town Council must adopt a CalPERS resolution to allow staff to request that the reemployment begin earlier than the 180-day wait period and to appoint Ms. Ungvari as an Interim Finance Director. A retired annuitant may be appointed in an interim position provided that there is an open recruitment to fill the vacancy, and the same individual may only be appointed to the vacant position one time. The rate of pay may not be less than or more than the current approved salary range for the vacant position.

Also, a retired annuitant may not work more than 960 hours in a CalPERS fiscal year. The CalPERS fiscal year begins July 1 and ends on June 30. The tentative first day of employment as

ITEM NO. 17.

PAGE 3 OF 3
SUBJECT: Resolution for the California Public Employees’ Retirement System Retirement Plan for Gitta Ungvari
DATE: December 2, 2025
a retired annuitant for Ms. Ungvari is January 1, 2025, subject to CalPERS approval of the executed resolutions.

CONCLUSION:

Staff recommends that the CalPERS resolution to waive the 180-day wait period be adopted by the Town Council to allow the appointment of Gitta Ungvari to the Interim Finance Director position while the recruitment for a permanent replacement takes place.

COORDINATION:

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

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. CalPERS Resolution for 180-Day Wait Period Exception and Appointing Gitta Ungvari as Interim Finance Director

2. Offer Letter to Gitta Ungvari

3. Recruitment Brochure for Administrative Services Director

ITEM NO. 17.
1 of 3
Resolution 2025 - xxxx December 2, 2025
ATTACHMENT 1
RESOLUTION 2025 -xxxx
GOV. CODE SECTIONS 7522.56 & 21221(H)

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS WHEREAS, in compliance with Government (Gov.) Code section 7522.56, the Town Council of Los Gatos must provide CalPERS this certification resolution when hiring a retiree before 180 days have passed since their retirement date; and WHEREAS, Gitta Ungvari retired from the Town of Los Gatos in the position of Finance Director, effective December 31, 2025; and
WHEREAS, Gov. Code section 7522.56 requires post-retirement employment commence no earlier than 180 days after the retirement date, which is June 29, 2026, without this certification resolution; and
WHEREAS, Gov. Code section 7522.56 provides that this exception to the 180-day wait period shall not apply if the retiree accepts any retirement-related incentive; and WHEREAS, the Town Council, the Town of Los Gatos, and Gitta Ungvari certify that Gitta Ungvari has not and will not receive a Golden Handshake or any other retirementrelated incentive; and WHEREAS, an appointment under Gov. Code section 21221(h) requires that the retiree is appointed into the interim appointment during recruitment for a permanent appointment; and
WHEREAS, the governing body has authorized the search for a permanent appointment on November 10, 2025; and
WHEREAS, the Town Council hereby appoints Gitta Ungvari as an interim appointment retired annuitant to the vacant position of Finance Director for the Town of Los Gatos under Gov. Code section 21221(h), effective January 1, 2026; and WHEREAS, this Gov. Code section 21221(h) appointment shall only be made once and therefore will end when the position is filled with a permanent employee; and

ITEM NO. 17.
2 of 3
Resolution 2025 - xxxx December 2, 2025
ATTACHMENT 1
WHEREAS, the employment shall be limited to 960 hours per fiscal year for all CalPERS employers; and
WHEREAS, the entire employment agreement, contract, or appointment document between Gitta Ungvari and the Town of Los Gatos has been reviewed by this body and is attached herein; and
WHEREAS, no matters, issues, terms or conditions related to this employment and appointment have been or will be placed on a consent calendar; and WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and WHEREAS, the maximum base salary for this position is $21,327.83 and the hourly equivalent is $123.0453, and the minimum base salary for this position is $15,798.42 and the hourly equivalent is $91.1447; and
WHEREAS, the hourly rate paid to Gitta Ungvari will be $123.0453; and WHEREAS, Gitta Ungvari has not and will not receive any other benefit, incentive, compensation in lieu of benefit, or other form of compensation in addition to this hourly pay rate; and
NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Los Gatos does hereby certify the nature of the appointment of Gitta Ungvari as described herein and detailed in the attached employment agreement/contract/appointment document and that this appointment is necessary to fill the critically needed position of interim Finance Director for the Town of Los Gatos by January 1, 2026 because the position provides critical oversight and contributions to financial processes, audits, and required financial documents such as the Annual Comprehensive Financial Report and the Annual Operating and Capital Improvement Plan budgets.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 2nd day of December 2025, by the following vote:

ITEM NO. 17.
3 of 3
Resolution 2025 - xxxx December 2, 2025
ATTACHMENT 1
COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:
_______________________________

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
ATTEST:
___________________________________

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

ITEM NO. 17.

TOWN OF LOS GATOS
Human Resources Department
(408) 399-5739 FAX: (408) 395-8640
ATTACHMENT 2

CIVIC CENTER
110 E. MAIN STREET
LOS GATOS, CA 95030
www.losgatosca.gov
November 18, 2025
Gitta Ungvari
REDACTED Letter emailed to: [email protected]
Dear Gitta:

Congratulations! The Town of Los Gatos is pleased to extend an offer of employment for the Interim Finance Director in the Finance Department.

This position is temporary and contingent upon availability of work and funding. Your employment is estimated to last through February 28, 2025, unless extended or terminated earlier at the Town’s discretion.

Below is additional information related to your employment and other important information.

Job Title: Interim Finance Director
Start Date: January 1, 2025
Employment Status: At-will, unbenefited, temporary/hourly Hourly Pay Rate: $123.0453
Please be aware of the following information related to your employment:
 As a CalPERS Retired Annuitant, you are limited to working 960 hours in a fiscal year. The Town’s fiscal year runs from July 1 through June 30.
 Your employment may be terminated at any time and is not subject to appeal.  You are a non-exempt employee covered by the provisions of the Fair Labor Standards Act (FLSA). For FLSA overtime purposes, your work period begins at midnight on Sunday and ends seven consecutive days later at 11:59 p.m. on Saturday.

During your first week, you will receive a new employee orientation. You will be required to provide documents establishing identity and employment eligibility to work in the United States, as required by the Department of Homeland Security. More information about this process and your orientation will be emailed to you.

ITEM NO. 17.

If you have any questions about this offer letter, please contact Cheryl Parkman at (408) 354-6829 or [email protected].

Sincerely,
Cheryl Parkman
Human Resources Director
ACCEPTANCE OF TEMPORARY APPOINTMENT:

I accept the offer on the terms and conditions outlined.

Signature (Gitta Ungvari) Date

ITEM NO. 17.

ADMINISTRATIVE

SERVICES DIRECTOR
The Town of Los Gatos, CA (Town) is seeking a skilled and articulate finance professional to serve as its next Administrative Services Director. This newly restructured executive position provides a unique opportunity to guide the Town’s financial strategy while also overseeing the Human Resources and Information Technology Departments.

While direct experience in HR and IT is desired but not required, this role offers an exceptional opportunity to broaden one’s professional portfolio beyond finance and gain meaningful executive-level exposure across organizational functions. With a collaborative executive team, a highly engaged community, and a Town Council deeply committed to fiscal sustainability, this position is ideal for a financial expert who excels at communicating complex technical information with clarity and purpose, helping bridge the gap between data, decision-making, and community understanding.

This is your opportunity to lead with purpose—apply today and help guide Los Gatos toward a sustainable and thriving future.

Salary: $204,000 - $275,000 DOE/DOQ
CLICK to
Apply by
Dec. 8!

C A R E E R O P P O R T U N I T Y

TOWN OF LOS GATOS, CA
ATTACHMENT 3

ITEM NO. 17.
33K APPROX.

POPULATION SIZE
15 CITY SQUARE
MILES
3K+ LOCAL

BUSINESSES
330

AVERAGE DAYS

OF SUNSHINE
The Town operates under a Council–Manager form of government and is recognized throughout the Bay Area for its professionalism, efficiency, and dedication to service. The Town Manager, appointed by the Town Council, oversees the daily operations of all Town departments and an 2025-26 annual expenditure budget of $80.6M.

The Town employs approximately 153 dedicated staff who deliver high-quality municipal services guided by the Town’s Core Goals:

Community Character, Good Governance, Fiscal Stability, Quality Public Infrastructure, Civic Engagement and Public Safety.

The Town’s leadership is committed to strategic, long-term financial planning and to maintaining structural balance while advancing the community’s vision. The Town Council’s 2025-2027 Strategic Priorities include strengthening fiscal stability, advancing emergency preparedness and resiliency, supporting housing opportunities, and fostering civic inclusivity.

Vasona Park
Los Gatos Theater
Nestled at the base of the Sierra Azules, just 50 miles south of San Francisco, the Town of Los Gatos, CA is one of the Bay Area’s most picturesque and desirable communities. Framed by the Santa Cruz Mountains and the Santa Clara Valley, Los Gatos blends historic small-town charm with the innovation and energy of Silicon Valley.

Home to approximately 33k residents, Los Gatos prides itself on being a welcoming, family-oriented, and safe community with exceptional schools, scenic open spaces, and a vibrant, pedestrian-friendly downtown listed on the National Register of Historic Places. With over 3k local businesses, the Town’s economy is diverse—ranging from technology and professional services to boutique retail and fine dining—providing both residents and visitors with a strong sense of community identity and quality of life. In its 2025 Community Survey, over 94% of residents rated Los Gatos as a good and excellent place to live and raise children.

Los Gatos enjoys a mild Mediterranean climate and a strong civic culture defined by collaboration, pride, and engagement.

Residents and local leaders share a deep commitment to preserving the Town’s distinctive character while fostering innovation, sustainability, and fiscal responsibility.

THE COMMUNITY
THE ORGANIZATION:

COUNCIL-MANAGER FORM OF GOVERNMENT
Town Website
Strategic Priorities
FY 25-26 Budget

CLICK BELOW
TO LEARN MORE:

Annual Comprehensive
Financial Reports

ITEM NO. 17.

The Administrative Services Department is central to the Town’s operational and strategic success, encompassing the Finance, Human Resources (HR), and Information Technology (IT) Departments. Together, these teams provide the internal systems, expertise, and resources that enable the Town to deliver high-quality, responsive public services.

To create greater alignment between administrative services and the Town’s overall strategy, vision, and organizational goals, the former Finance Director position has been restructured and elevated to the Administrative Services Director. This change reflects the Town’s commitment to integrating fiscal stewardship with organizational development and technological innovation.

The next Administrative Services Director will serve as both the Town’s Chief Financial Officer and the executive leader overseeing HR and IT, providing a unified approach to how the Town manages its people, systems, and resources. While the Town seeks a professional with strong expertise in local government finance and budgeting, this is a great opportunity for someone to increase their knowledge and skills in HR and IT as this individual will also play a key role in advancing organization-wide efficiency, collaboration, and modernization.

The department is supported by a capable and dedicated team, including experienced HR and IT Directors, positioning the next Administrative Services Director to set strategic direction, empower staff, and continue building a culture of excellence, collaboration, and continuous improvement.

THE DEPARTMENT

THE POSITION & FINANCIAL FOCUS
Reporting to the Town Manager, the Administrative Services Director serves as a key member of the executive leadership team and as the Town’s Chief Financial Officer, providing strategic oversight of the Finance, Human Resources, and Information Technology Departments. The Director will manage 4 direct staff (two of which are directors), with oversight of 14 total staff, and will play a central role in ensuring the Town’s long-term fiscal sustainability and organizational effectiveness.

This position offers the opportunity to lead a highly skilled and motivated team while shaping the Town’s financial future. The Administrative Services Director will develop sustainable financial strategies that align with Council priorities, strengthen fiscal resilience, and ensure transparent and easily digestible communication of financial realities to the Finance Commission, Town Council, and the community. While they will have a more technical focus on finance, the Director will be a strong leader that fosters collaboration across HR, IT, and Finance.

CLICK FOR DEPARTMENT ORG CHART
The Town’s Financial Focus
As the executive responsible for leading the Town’s annual budget development process, the Administrative Services Director will serve as both the technical finance expert and the strategic advisor who helps the Town Manager, Department Directors, and Town Council architect data-informed decisions that strengthen fiscal sustainability. The Town follows a disciplined and transparent fiscal framework guided by long-range forecasting and strategic use of reserves. Each year, the budget cycle begins in January with departmental kickoff meetings and concludes with Council adoption in June, following public review in May. The 2025–26 Operating Budget is $80.6M, with $22.7M in Capital Improvement Program (CIP) appropriations. The Town is currently addressing a projected $3.6M structural deficit, requiring innovative approaches to revenue generation, expenditure control, and organization-wide efficiency.

ITEM NO. 17.

MINIMUM QUALIFICATIONS
Any combination of experience and training that would likely provide the required knowledge, skills and abilities is qualifying.

A typical way to obtain the knowledge, skills and abilities would be a Bachelor’s degree in finance, accounting, public administration, business administration or a closely related field and six (6) years of increasingly responsible experience in governmental finances, preferably in a California municipality, including three (3) years of supervisory experience. A Master’s degree in Public Administration is desirable. The ability to communicate complex financial information in an easy-to-understand manner is strongly desired.

License and Certification (positions in this class may require one or more of the following): A California Driver's License and a satisfactory driving record are conditions of initial and continued employment.

Knowledge, Skills, and Abilities:
• Proficient in Microsoft Outlook, Word, Excel, and other common business applications. • Able to quickly learn and effectively use financial and reporting systems. • Skilled in analyzing and communicating complex financial information clearly.

The Town of Los Gatos is seeking a financial strategist and storyteller who is an accomplished local government finance professional bringing not only deep technical expertise, but also the ability to effectivly communicate complex financial concepts with clarity, precision, and impact.

The ideal candidate will be an expert communicator who can translate intricate financial information into meaningful narratives tailored for diverse audiences: Finance Commission members with strong private-sector backgrounds, Town Councilmembers seeking accessible and actionable insights, and community stakeholders who want to understand how fiscal decisions shape services and priorities. This individual will transform numbers into understanding which bridges the gap between technical data and strategic decision-making fostering transparency, confidence, and trust.

While a strong background in public-sector finance and budgeting is essential, experience in Human Resources and Information Technology is desired but not required. However, the successful candidate will bring an interest and openness to learning in these areas, viewing this role as an opportunity to broaden their executive skill set beyond finance. This is an exceptional opportunity for someone who ultimately aspires to serve as a Deputy City Manager, Assistant City Manager, or City Manager, and who is eager to develop a well-rounded leadership portfolio under an experienced Town Manager who values mentorship, development, and teamwork.

The successful candidate will be a strategic advisor, a collaborative partner, and an inspiring mentor who can be a leader guiding the organization through fiscal challenges with creativity and integrity while championing innovation, professional development, and cross-departmental collaboration.

THE IDEAL CANDIDATE
KEY UPCOMING CHALLENGES & OPPORTUNITIES:

Managing an external consultant-led financial analysis evaluating financial current and future conditions, performing 10-year projections, and determining impact of future housing developments which will inform a multi-year program to ensure longterm fiscal sustainability.

Optimization of the Town’s newly implemented ERP system (Tyler Munis Technologies).

Enhancing internal processes to improve efficiency, and streamline operations across the organization, and ensure adequate internal control.

Strengthening succession planning, empowering staff, and supporting professional development.

Advancing cross-departmental collaboration to align operations with the Town’s strategic goals.

ITEM NO. 17.

Salary: $204,000 - $275,000 DOE/DOQ

SALARY & BENEFITS

PLUS A GENEROUS BENEFITS
PACKAGE THAT INCLUDES:

TRISTARGOV SSoolluuttiioonnss
For first consideration apply
as soon as possible,
but no later than December 8, 2025 at:

The Town will be reviewing applications as they
are received and conducting rolling interviews
throughout the process. Candidates are
strongly encouraged to apply early, as the
Town may identify and select a finalist prior to
the application deadline.

SAVE THE DATES: The first round of in-person
interviews are scheduled for December 8 & 9. If
a hire is not made after the first round of
interviews and the interview of additional
candidates is needed, a second round of inperson interviews will take place on December 15 & 16.

QUESTIONS? Please contact your recruiter,
Sam Sackman, with any questions:

Email: [email protected]
Website: www.tristargovsolutions.com
Phone: 408-605-0790
www.tristargovsolutions.com/careers
Retirement: California Public Employees' Retirement System (PERS) defined benefit retirement plan. 2% @60 for "Classic" members and 2% @62 for new members as defined by PEPRA.

Subject to employee contribution. Both the Town and the employee contribute toward CalPERS retirement
contributions. The Town does not participate in Social
Security.

Healthcare: Town provides a generous employer contribution toward the purchase of medical, dental, and vision coverage; employees may waive coverage and receive cash-in-lieu up to $400/month.

Section 125 Flexible Spending Accounts: Voluntary pre-tax employee contributions up to $3,200 per year for health care expenses and up to $5,000 per year for dependent care
expenses.

Deferred Compensation: Voluntary 457 Deferred
Compensation Plan.

Income Protection: $50,000 Town-paid term life insurance coverage; short-term and long-term disability insurance.

Vacation: Up to 25 days accrual per calendar year (maximum balance of 500 hours); eligible for cash out 2x/year and at separation. Prior years of public sector service counted towards vacation accrual tier.

Management Leave: Up to five (5) days per year awarded at the end of the calendar year, as authorized by the Town Manager.

Personal Leave: Six (6) days per year.

Sick Leave: 12 days accrued per year.

Holidays: 12 designated holidays per year.

Cell Phone Stipend: $120 per month.

Tuition Reimbursement: $3,000 per fiscal year.
how to apply:

ITEM NO. 17.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 12/02/2025
ITEM NO: 18
DATE: December 2, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to Waive the 180-day Retiree Rehire Wait Period for Janette Judd
RECOMMENDATION: Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to waive the 180-day retiree rehire wait period and to appoint Janette Judd as an extra help Executive Assistant to the Town Manager in the Town Manager’s Office.

FISCAL IMPACT:

It is anticipated that hiring Janette Judd as an extra help Executive Assistant will not result in any additional costs for the Town. As a retiree, she is not eligible for benefits associated with permanent employment aside from the Town’s Medicare contribution, and she will likely be working fewer than 40 hours per week.

This position is funded through the Town Manager’s Office, and the cost of staff time is already accounted for in the adopted Fiscal Year 2025/26 budget.

STRATEGIC PRIORITY:

This action does not relate to a strategic priority.

BACKGROUND:

The Town has an existing agreement with the California Public Employees’ Retirement System (CalPERS) to provide its retirement program to employees. The CalPERS retirement program is governed by the Public Employees’ Retirement Law (PERL). PERL contains the rules and regulations that a contracting agency must adhere to related to the hire of a CalPERS retiree,

ITEM NO. 18.

PAGE 2 OF 3
SUBJECT: Resolution for the California Public Employees’ Retirement System Retirement Plan for Janette Judd
DATE: December 2, 2025
referred to as a retired annuitant. PERL requires that a non-safety retired annuitant may not work for a CalPERS contracting agency unless the retired annuitant has been retired for at least 180 days (Gov. Code section 7522.56). In lieu of the 180-day wait period, an agency’s governing body may approve a resolution to waive the 180 days. PERL also requires that if a retired annuitant is placed into a role that is deemed for special projects or limited duration, the governing body must approve a resolution appointing the retired annuitant as an extra help employee. (Gov. Code section 21224.)
DISCUSSION:

Recently, Ms. Judd provided her notice of intent to retire from the Town with her last day of work to occur on December 30, 2025, resulting in a CalPERS retirement effective date of December 31, 2025. Before Ms. Judd can be hired as a retired annuitant, the Town Council must adopt a CalPERS resolution to allow staff to request that the re-employment begin earlier than the 180-day wait period and to appoint Ms. Judd as extra help for the Town Manager’s Office. A retired annuitant may be appointed in an extra help position should the position be of a limited duration to eliminate a backlog, work on a special project, or work that is in excess of what regular staff can do. Ms. Judd will be hired to help complete special projects in the Town Manager’s office. This help with special projects is critically needed because the work will be essential to continue to help the Town Manager and Town Council provide services and support to the community.

The rate of pay may not be less than or more than the current approved salary range for the vacant position. Also, a retired annuitant may not work more than 960 hours in a CalPERS fiscal year. The CalPERS fiscal year begins July 1 and ends on June 30. The tentative first day of employment as a retired annuitant for Ms. Judd is January 5, 2026, subject to CalPERS approval of the executed resolutions.

CONCLUSION:

Staff recommends that the Town Council adopt a Resolution to waive the CalPERS 180-day wait period and appoint Janette Judd as extra help for the Town Manager’s Office.

COORDINATION:

This memo was coordinated with the Finance Department and the Town Attorney’s Office.

ENVIRONMENTAL ASSESSMENT:

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

ITEM NO. 18.

PAGE 3 OF 3
SUBJECT: Resolution for the California Public Employees’ Retirement System Retirement Plan for Janette Judd
DATE: December 2, 2025
Attachments:

1. CalPERS Resolution for a 180-Day Wait Period Exception and Appointment of Janette Judd to an Extra Help position for the Executive Assistant to the Town Manager

2. Offer of Retired Annuitant Employment for Janette Judd

ITEM NO. 18.
1 of 3
Resolution 2025 - xxxx December 2, 2025
ATTACHMENT 1
RESOLUTION 2025 -xxxx
GOV. CODE SECTIONS 7522.56 & 21224

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS WHEREAS, in compliance with Government (Gov.) Code section 7522.56, the Town Council of Los Gatos must provide CalPERS this certification resolution when hiring a retiree before 180 days have passed since their retirement date; and WHEREAS, Janette Judd retired from the Town of Los Gatos in the position of Executive Assistant to the Town Manager, effective December 31, 2025; and WHEREAS, Gov. Code section 7522.56 requires post-retirement employment to commence no earlier than 180 days after the retirement date, which is June 29, 2026, without this certification resolution; and
WHEREAS, Gov. Code section 7522.56 provides that this exception to the 180-day wait period shall not apply if the retiree accepts any retirement-related incentive; and WHEREAS, the Town Council, the Town of Los Gatos, and Janette Judd certify that Janette Judd has not and will not receive a Golden Handshake or any other retirementrelated incentive; and WHEREAS, the Town Council hereby appoints Janette Judd as an extra help retired annuitant to perform special projects and extra help for the Town of Los Gatos in the Town Manager’s Office under Gov. Code section 21224, effective January 5, 2026; WHEREAS, the entire employment agreement, contract, or appointment document between Janette Judd and the Town of Los Gatos has been reviewed by this body and is attached herein; and
WHEREAS, no matters, issues, terms, or conditions related to this employment and appointment have been or will be placed on a consent calendar; and WHEREAS, the employment shall be limited to 960 hours per fiscal year for all CalPERS employers; and

ITEM NO. 18.
2 of 3
Resolution 2025 - xxxx December 2, 2025
ATTACHMENT 1
WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and WHEREAS, the maximum base salary for this position is $10,689.92 and the hourly equivalent is $61.6726, and the minimum base salary for this position is $8,297.47 and the hourly equivalent is $47.8700; and
WHEREAS, the hourly rate paid to Janette Judd will be $61.6726; and WHEREAS, Janette Judd has not and will not receive any other benefit, incentive, compensation in lieu of benefit, or other form of compensation in addition to this hourly pay rate; and
NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Los Gatos does hereby certify the nature of the appointment of Janette Judd as described herein and detailed in the attached employment agreement/contract/appointment document and that this appointment is necessary to provide special projects and extra help to the Town Manager’s Office. This extra help role is critical to help address the backlog of projects in the Town Manager’s Office, and Ms. Judd’s experience and knowledge of the Town will be helpful to those projects.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 2nd day of December, 2025, by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:

ITEM NO. 18.
3 of 3
Resolution 2025 - xxxx December 2, 2025
ATTACHMENT 1
_______________________________

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
ATTEST:
___________________________________

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

ITEM NO. 18.

TOWN OF LOS GATOS
Human Resources Department
(408) 399-5739 FAX: (408) 395-8640

CIVIC CENTER
110 E. MAIN STREET
LOS GATOS, CA 95030
www.losgatosca.gov
November 19, 2025
Janette Judd
REDACTED Letter emailed to: [email protected]
Dear Janette:

Congratulations! The Town of Los Gatos is pleased to extend an offer of employment for the temporary Executive Assistant to the Town Manager in the Town Manager’s Office.

This position is temporary and contingent upon availability of work and funding. Your employment is estimated to last through June 30, 2026, unless extended or terminated earlier at the Town’s discretion.

Below is additional information related to your employment and other important information.

Job Title: Temporary Executive Assistant to the Town Manager Start Date: January 5, 2026
Employment Status: At-will, unbenefited, temporary/hourly Hourly Pay Rate: $61.6726
Please be aware of the following information related to your employment:
• As a CalPERS Retired Annuitant, you are limited to working 960 hours in a fiscal year. The Town’s fiscal year runs from July 1 through June 30.
• Your employment may be terminated at any time and is not subject to appeal. • You are a non-exempt employee covered by the provisions of the Fair Labor Standards Act (FLSA). For FLSA overtime purposes, your work period begins at midnight on Sunday and ends seven consecutive days later at 11:59 p.m. on Saturday.

During your first week, you will receive a new employee orientation. You will be required to provide documents establishing identity and employment eligibility to work in the United States, as required by the Department of Homeland Security. More information about this process and your orientation will be emailed to you.

If you have any questions about this offer letter, please contact Cheryl Parkman at (408) 354-6829 ATTACHMENT 2

ITEM NO. 18.
or [email protected].

Sincerely,
Cheryl Parkman
Human Resources Director
ACCEPTANCE OF TEMPORARY APPOINTMENT:

I accept the offer on the terms and conditions outlined.

Signature (Janette Judd) Date

ITEM NO. 18.

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: 12/02/2025
ITEM NO: 19
DATE: December 2, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Resolution Terminating Membership in the Pooled Liability Assurance Network Joint Powers Authority and Authorizing Membership in the California Joint Powers Insurance Authority to Obtain Risk Management and Insurance Coverages
RECOMMENDATION: Adopt a resolution authorizing the Town Manager and Town Attorney to issue written notice of termination of the Town’s membership in the Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA) at the end of the fiscal year and to execute all necessary agreements to join the California Joint Powers Insurance Authority (CJPIA) and obtain risk management and insurance coverages.

FISCAL IMPACT:

Town staff estimates ongoing budget annual savings of up to approximately $250,000. While experience and claim history can change rates over time, the table below summarizes the four-year history of PlanJPA premiums and the current quotes from CJPIA.

Current Vendor- The PlanJPA CJPIA
Coverage FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26 Estimate Liability Insurance $ 629,535 $ 727,963 $ 913,348 $ 1,103,502 $ 1,254,500 Property Insurance $ 145,790 $ 231,605 $ 242,373 $ 252,262 $ 100,000 ERMA (Employee Risk
Management
Authority)
_ _ $ 103,581 $ 111,026 Included
Self-Insured
Retention Payments
$ 212,674 $ 124,525 $ (9,898) $ 200,000 $ 50,000
Cyber Coverage Included Included Included Included Included Pollution Coverage Included Included Included Included $7,500 Crime Coverage Included Included Included Included $ 4,500 Public Official Bond $ 9,111 $ 9,175 $ 9,175 $ 9,175 Included Total $ 997,110 $
1,093,268 $ 1,258,579 $ 1,675,965 $ 1,416,500

ITEM NO. 19.

PAGE 2 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
Future rates are estimates, as current-year claims history and insurance authority negotiations can affect premiums. However, the reduction of the self-insured retention for the CJPIA liability program from the current $50,000 will allow the Town to reduce the self-insured retention budget. The CJPIA estimate includes $50,000 to account for property-based retentions, while the PlanJPA budget of $200,000 annually reflects retentions for both liability and property programs.

STRATEGIC PRIORITY:

Evaluating alternative risk-management services and insurance pooling arrangements aligns with the Town’s strategic priority of ensuring prudent financial management.

Improving coverage, reducing volatility, and stabilizing long-term costs support this goal.

BACKGROUND:

The Town of Los Gatos has participated in the Pooled Liability Assurance Network Joint Powers Authority (PlanJPA) since December 2017. PlanJPA was created when former Association of Bay Area Governments (ABAG) PLAN member agencies elected to separate from ABAG and form an independent joint powers authority dedicated to municipal risk pooling. On December 5, 2017, the Town Council approved participation in PlanJPA and authorized execution of a Joint Powers Agreement, enabling the transfer of assets and liabilities from the ABAG PLAN Corporation to the new authority.

PlanJPA’s governing documents confirm that the new JPA was formed to assume all assets, liabilities, and obligations of the former ABAG PLAN, and to administer pooled liability and property programs for member agencies. Under Article XIX of the PLAN JPA Joint Powers Agreement, withdrawal requires at least six months’ written notice and must occur at the end of a fiscal year.

PlanJPA provides pooled liability coverage, which includes general liability, bodily injury, property damage, personal injury, public officials’ errors and omissions, and employee benefit plan administration liability. PlanJPA also provides property coverage through participation in the Alliant Property Insurance Program (APIP), which offers a shared per-occurrence property limit for scheduled locations and associated sublimits for supplemental coverages. Property deductibles include a member-level per-occurrence deductible for most property and vehicle losses, with additional program-level deductibles applicable to certain types of losses. PlanJPA’s property program also includes boiler and machinery, cyber, crime, and pollution liability coverage, each administered through APIP.

As part of efforts to seek opportunities for broader coverage at a reduced cost, Town staff initiated an evaluation of alternative pooled insurance arrangements. Staff obtained

ITEM NO. 19.

PAGE 3 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
coverage information and quotations from the Bay Cities Joint Powers Insurance Authority (BCJPIA) and the California Joint Powers Insurance Authority (CJPIA), both of which provide pooled liability and property coverage for public agencies in California.

CJPIA appears to provide a more robust program and more competitive rates.

Using the detailed coverage documents provided by CJPIA, staff compared coverage structures, program design, and available member services to the Town’s current program under PlanJPA. Based on that review, Town staff recommend moving to the California Joint Powers Insurance Authority for general liability, property, cyber, crime, and pollution coverage.

Both insurance authorities offer similar types of coverage with nuanced differences.

However, for the Town’s highest-risk categories of police and general liability, the CJPIA program provides higher coverage limits and the opportunity to eliminate the existing $50,000 self-insured retention. The change is estimated to result in approximately $100,000 in annual savings, and allows the Town to discontinue budgeting $200,000 each year to cover potential self-insured retention payments under the current $50,000 per-occurrence structure. When retaining $50,000 for property retention, Town staff estimates a budgetary savings of approximately $250,000.

On November 6, 2025, the CJPIA Underwriting Committee considered the Town’s application and unanimously approved a positive membership recommendation for their Executive Board. On November 19, 2025, the Executive Board unanimously approved the Town’s membership application to the CJPIA for July 1, 2026.

DISCUSSION:

Insurance joint powers authorities are public-sector cooperatives. They allow cities, towns, and special districts to band together to manage risk, stabilize long-term insurance costs, and secure broad coverage that would be prohibitively expensive on an individual basis. A JPA spreads the financial impact of severe claims across all members, but it also builds a professional infrastructure for claims handling, litigation management, loss control, and training. In practice, participating agencies protect themselves against liability, employment claims, property loss, cyber incidents, and other exposures that a municipal organization inevitably encounters. The JPA structure gives each member the collective strength of the group while retaining local control through a governing board made up of the member agencies themselves.

The Town of Los Gatos’s current provider, the Pooled Liability Assurance Network Joint Powers Authority, is built around that cooperative model. PlanJPA was formed in 2017 when the former ABAG PLAN members separated from the Association of Bay Area Governments and created an independent JPA to assume all existing assets, liabilities, and obligations. Its current membership of 28 agencies is concentrated in Bay Area

ITEM NO. 19.

PAGE 4 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
cities and towns, including Los Gatos, Saratoga, Campbell, Cupertino, and other communities as far north as Fairfield and south as Morgan Hill. The organization provides pooled liability and property coverage, supported by pooled retained limits and excess insurance. Its programs cover general liability, public officials’ errors and omissions, auto liability, employment-related exposures, and property coverages ranging from buildings and contents to contractor’s equipment, business interruption, and boiler and machinery losses. PLAN also purchases or coordinates cyber, pollution, and crime policies for its members. The structure is collaborative and regionally focused, its board is comprised of one representative per member agency, and its services include claims management, training, and risk control.

The California Joint Powers Insurance Authority (CJPIA) is a larger and longer established statewide pooling organization. Its liability program is structured as a self-insured pool backed by significant reinsurance capacity. The liability program shows a primary limit of 30 million dollars for each member in a pooled structure that includes defense, indemnity, excess liability, public officials’ errors and omissions, employment practices liability, automobile liability, and employee benefits administration liability. Excess coverage increases limits up to $50 million.

CJPIA’s property program provides all-risk coverage that addresses buildings, contents, business interruption, boiler and machinery, and multiple extensions and sublimits for items such as newly acquired property, course-of-construction projects, and scheduled or unscheduled infrastructure. CJPIA supplements this with dedicated cyber liability insurance, offering firstparty incident response, liability protection, business interruption, cyber extortion, and e-crime coverages with defined limits and retentions. Under Article 24(a) of the CJPIA Joint Powers Agreement (Attachment 2), new members commit to a mandatory three-year initial term during which withdrawal is not permitted. After the initial three-year period, Article 24(c) requires members to provide twelve months’ written notice prior to withdrawing at the end of a protection period.

CJPIA, in addition to the insurance coverage, provides a proactive and focused risk management program. This program includes regular risk management reviews by a dedicated senior risk manager, in which the CJPIA completed the initial review in preparation for the Town’s membership. Additionally, the CJPIA provides other cost-saving benefits, such as a subscription to the police Lexipol policy manual (Los Gatos currently pays about $13,000 for this service), ongoing wellness services for police, an on-call attorney for quick responses on key employment-related matters, on-call emergency public information officer services for critical incidents, and robust training and best practices templates.

The CJPIA includes over 125 cities and public entities throughout California and is large enough to support broad coverage offerings, specialized training programs, claims oversight, and a deep catalogue of risk-management resources. Current membership includes the Midpeninsula Regional Open Space District (MROSD) in San Mateo County to

ITEM NO. 19.

PAGE 5 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
the north and members as far as the Mexican border in both San Diego and Imperial counties. While 79% of its members are cities, Pacific Grove and Seaside are the furthest north, so Los Gatos would become its northernmost town, abutting their current member MROSD.

The CJPIA Bylaws require each member agency to appoint a Director and an Alternate Director to the CJPIA Board of Directors (Attachment 3). Meetings, notices, and procedures of the Authority are governed by the CJPIA Bylaws, which incorporate Brown Act requirements as described in Article II and Article III of the Bylaws.

Insurance Review Due Diligence
Staff conducted a comparison of the Town’s current insurance and risk management programs under PlanJPA and the programs available through CJPIA. The review focused on the structure of each pool, the scope of available coverage, deductible and retention levels, and how liability, property, cyber, crime, and pollution coverages are delivered and administered. Additionally, the comparison included the cost and budget associated with the plans.

Under PlanJPA, liability coverage is structured around a pooled primary layer sitting above a Town-level retention, with additional excess protection purchased above that layer. PlanJPA’s property insurance is placed through the Alliant Property Insurance Program (APIP), with a shared program limit and standard member deductibles applied to most losses, along with higher internal pool deductibles for certain categories of risk.

Ancillary coverages such as cyber liability, crime, pollution liability, and boiler and machinery are also accessed through the APIP structure.

CJPIA administers its own pooled liability program with integrated cyber and employee liability coverage, together with an all-risk property program that incorporates APIP-style sublimits for business interruption and related coverages. The CJPIA property program is structured so that internal deductibles are managed authority-wide rather than by applying a Town-specific self-insured retention. CJPIA also provides separate crime, and pollution programs with defined member-level deductibles and authority-level self-insured retentions, which the Town intends to acquire.

Both the PlanJPA and CJPIA operate as member-driven joint powers agencies with formal governance structures, shared decision-making, and defined amendment and subrogation practices within their Memoranda of Coverage. While both organizations provide comprehensive pooled coverage solutions, they differ somewhat in their liability limits, treatment of member deductibles and retentions, and in how property, cyber, and pollution programs are structured. The following sections set out a line-by-line comparison of the two programs. Overall, both programs adequately cover and address

ITEM NO. 19.

PAGE 6 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
risk exposures for the Town of Los Gatos.

General Description of Insurance Programs
Both authorities provide similar lines of insurance programs covering general liabilities and property coverages. Some coverages have optional additions and vary in self-insured retentions and coverage limits, but both sets of programs are similar. Some coverages are included in one insurance program, while those coverages may be reflected separately in the other programs. Holistically, the following provides a reasonable description of the insurance and coverage programs, which include:

Liability Insurance
Liability insurance protects the agency against claims alleging bodily injury, property damage, personal injury, civil rights violations, automobile liability, employment practices liability (included separately in other plans called ERMA), or errors and omissions by public officials. It provides legal defense and indemnity when the agency becomes legally responsible for damages resulting from its operations, employees, or decision-making.

Property Insurance
Property insurance covers physical assets owned or used by the agency, including buildings, facilities, equipment, vehicles, contents, and other scheduled or unscheduled property. Coverage typically includes losses caused by fire, theft, vandalism, weather events, mechanical breakdown, and other accidental direct physical damage. It may also include business interruption, debris removal, and extra expenses needed to continue operations after a loss.

ERMA (Employee Risk Management Authority)
ERMA provides employment-practices liability coverage, including defense and indemnity for claims such as wrongful termination, discrimination, harassment, retaliation, failure to hire or promote, and violations of state and federal employment laws. The program also offers training, loss-control resources, and claims management support to reduce the frequency and severity of workplace-related litigation.

Self-Insured Retentions (SIRs)
A self-insured retention is the portion of a loss that the agency pays directly before pooling or excess coverage applies. It functions like a deductible but is handled differently in public-sector pooling, where the member agency manages and funds the

ITEM NO. 19.

PAGE 7 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
initial layer of liability up to the SIR amount, after which the JPA’s pooled coverage or excess insurance responds.

Cyber Coverage
Cyber coverage protects the agency against costs and liabilities arising from data breaches, network intrusions, ransomware, business interruption caused by system failures, e-crime losses, and digital extortion. It typically includes incident response services, forensics, notification and credit-monitoring expenses, regulatory defense, restoration of corrupted data, and liability for unauthorized access or disclosure of personal information.

Pollution Coverage
Pollution coverage provides protection for sudden and accidental releases of pollutants, contamination of soil or water, disinfection events, sewer backup, mold or legionella occurrences, and third-party claims arising from environmental damage. It may also include remediation expenses, emergency response costs, business interruption related to pollution incidents, and coverage for potable-water or wastewater systems.

Crime Coverage
Crime coverage protects the agency against financial losses resulting from dishonest or fraudulent acts. This can include employee theft, forgery or alteration of documents, theft of money or securities inside or outside agency premises, computer fraud, fundstransfer fraud, counterfeit currency, credit-card forgery, and social-engineering or impersonation schemes.

Public Official Bond
A public official bond guarantees the honest and faithful performance of duty by designated officials, which often includes finance officers, treasurers, or others who handle public funds. If an official fails to perform required duties or commits a dishonest act that causes financial loss, the bond provides reimbursement to the agency up to the bond’s stated amount.

Risk Exposure Considerations
The Town’s risk exposures arise from the full span of municipal operations, including police and public safety activities, street and infrastructure maintenance, land-use decisions, parks and recreation programs, employment practices, public-official governance, large and aging physical assets, cyber systems, and environmental

ITEM NO. 19.

PAGE 8 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
management responsibilities.

Both PlanJPA and CJPIA are structured to absorb these exposures through pooled and excess liability, property, and ancillary coverages, but they do so at different scales and with different coverage designs. Evaluating some of these differences helps illustrate how each authority mitigates the Town’s exposure to financial loss.

PlanJPA
PlanJPA is a regional pool composed of 28 Bay Area cities and towns, including Los Gatos. Its risk-sharing structure is built around various self-insured retentions, which is $50,000 for Los Gatos’s liability program and shared excess insurance for liability and property claims. PlanJPA provides coverage for general liability, bodily injury, property damage, personal injury, public officials’ errors and omissions, auto liability, and property losses, including buildings, contents, equipment, business interruption, and boiler and machinery failures. These exposures are addressed through a pooled coverage layer above a member’s retention limit, followed by excess insurance purchased by the insurance pool.

Because the pool is regionally concentrated, member agencies often face correlated exposures such as earthquake, flood, and regional litigation trends. While the property program provides extensive sublimits, including flood and earthquake when purchased (Los Gatos does not participate), the overall all-risk limit is shared and subject to impacts to more than one agency when the exposure impacts others. The pool’s liability protection depends on the collective financial strength of its members, its pooled reserves, and the structure of its excess insurance.

The benefits of PlanJPA’s structure include closer governance relationships with other cities in the Bay Area. The limitations include a smaller pool size, lower aggregate purchasing power, and the potential for large losses within the region to affect the program more sharply. Further, the lower excess coverage of $30 million could result in Town exposure should a claim result in a liability greater than the coverage level.

These would be high risk, low frequency events, but with public safety and infrastructure liabilities, they are a possibility.

CJPIA Risk Exposure Profile
CJPIA, with over 125 member agencies statewide, addresses municipal risk on a larger scale. Its liability program Memorandum of Coverage provides $30 million of primary pooled protection per member, backed by excess insurance purchased by the Authority, increasing coverage to $50 million. The broader membership base distributes high-severity risks across many agencies, reducing volatility for any single member. The statewide pool also smooths regional risk

ITEM NO. 19.

PAGE 9 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
concentrations; for example, earthquake, major litigation, or catastrophic employment matters affecting one region are absorbed across a wider financial base.

CJPIA’s property program offers comprehensive all-risk coverage, business-interruption protections, coverage for newly acquired property, course-of-construction projects, scheduled and unscheduled infrastructure, boiler and machinery, and automatic extensions that address the evolving nature of a municipal property portfolio. CJPIA supplements this with a dedicated cyber program providing first-party breach response, data restoration, extortion, and liability protections.

The scale of CJPIA allows for greater diversification of losses, the ability to purchase broader excess and reinsurance layers, and access to specialized risk-management services. The tradeoff is that governance occurs within a larger, more complex organization, and some programs, such as the property program, carry higher administrative or participation costs. However, the coverage depth and financial protections are designed to absorb high-severity municipal exposures more fully, and the overall cost of the programs provides the Town with some financial relief.

Comparative Assessment of Town Risk Exposures
The following section provides a detailed comparison of the Town’s current coverage through PLAN JPA and the coverage available through the CJPIA. Because insurance pooling programs differ significantly in structure, limits, deductibles, and the way risk is shared among members, understanding these differences is beneficial for determining which program delivers the strongest financial protection and most predictable cost exposure for the Town. The narrative that follows summarizes each program’s coverage in key areas and then identifies where the CJPIA program provides added value.

Liability Coverage

PLAN JPA
PLAN JPA provides liability coverage that includes general liability, auto liability, bodily injury, property damage, personal injury, and public officials’ errors and omissions.

Under this structure, the Town must pay its own self-insured retention, which is typically about $50,000 per occurrence before the pooled layer begins to respond. Once the retention is satisfied, the combination of pooled and excess layers provides roughly $30 million in total per occurrence liability protection.

CJPIA
CJPIA provides broad liability coverage that includes bodily injury, property damage,

ITEM NO. 19.

PAGE 10 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
auto liability, public officials’ liability, employment practices liability (this is a separate additional cost with PlanJPA), and media liability. Unlike PLAN JPA, the CJPIA program provides true first-dollar coverage, so the Town does not pay a self-insured retention before the program responds. CJPIA provides a total liability tower of $50 million per occurrence through primary and excess layers.

Differences and Value Added
CJPIA provides two structural advantages for the Town. First, it removes the need to fund a self-insured retention at the start of each significant claim, which reduces budget volatility. Second, it provides a higher per occurrence limit of $50 million rather than the $30 million available through PLAN JPA. Together, these differences offer significantly stronger protection for high-risk municipal liability exposures, such as police liability.

Property Coverage

PLAN JPA
PLAN JPA participates in the Alliant Property Insurance Program (APIP), which offers a shared $1 billion limit across all participating agencies, including private sector participants in the APIP pool. Under this program, the Town is responsible for a property deductible usually between $5,000 and $15,000, depending on the asset. The program also applies an internal pooled deductible of $500,000 before upper layers are attached.

The coverage includes buildings, contents, vehicles, technology equipment, fine arts, and business interruption.

CJPIA
The CJPIA property program has a shared $750 million per occurrence all risk limit. The Town pays a consistent $25,000 deductible for most covered losses. While similar in coverage to PlanJPA, the deductible is a little higher, but the overall coverage covers the Town’s property, and the CJPIA program does not impose internal pooled deductibles for different items lost, similar to those in PlanJPA APIP. Optional earthquake and flood coverage is available with shared limits of $225 million for each peril.

Differences and Value Added
The CJPIA program now provides a high capacity property limit that is well matched to the scale of the Town’s exposures while avoiding the internal pooled deductible structure in APIP. CJPIA’s single predictable deductible enhances financial clarity and simplifies budgeting. Although APIP provides a higher theoretical limit, CJPIA’s

ITEM NO. 19.

PAGE 11 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
structure more closely aligns with real-world risk for Los Gatos and provides clearer and more stable financial protection. It should be noted that the Town cannot join the liability program of one authority and the property of another. As liability is a base requirement, liability coverage tends to drive decision-making when picking coverages.

Cyber Coverage

PLAN JPA
The PLAN JPA cyber program provides a $2 million primary limit and an additional $3 million excess limit for a total potential limit of $5 million. Member deductibles range from $50,000 to $250,000, depending on the member’s total insured values. Coverage includes breach response services, business interruption, extortion response, data restoration, media liability, and payment card liabilities.

CJPIA
CJPIA provides a $2 million aggregate limit per member within a $10 million shared pool for cyber incidents. The Town’s deductible is a consistent $100,000 for each claim, and CJPIA pays a $500,000 internal retention, which is not charged to members. The program covers first party response costs, including forensics, notification, identity monitoring, business interruption, system restoration, and extortion response, along with liability exposures such as regulatory penalties and payment card assessments.

Differences and Value Added
While PLAN JPA provides a higher theoretical combined limit, CJPIA provides more predictable financial exposure by offering a fixed deductible and absorbing the internal retention. This creates a more stable budgeting environment for cyber events, which are typically high urgency and resource intensive.

Crime Coverage

PLAN JPA
PLAN JPA provides crime coverage with a $2 million limit for most categories, including employee theft, forgery, theft of money or securities, computer fraud, and restoration expenses. The deductible for crime losses is $25,000. The coverage includes dedicated protection for social engineering and impersonation fraud.

CJPIA

ITEM NO. 19.

PAGE 12 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
CJPIA offers crime coverage with a range of limit options from $1 million to $5 million, allowing members to select the level that fits their needs. Deductibles range from $5,000 to $100,000, depending on the selected limit. The program covers employee dishonesty, forgery, theft of money and securities, computer fraud, and related financial fraud events.

Differences and Value Added
Both programs provide comprehensive crime protection. CJPIA’s primary advantage is the ability to tailor limits to the Town’s operations, which can improve efficiency and alignment with actual exposure. Although PLAN JPA includes certain preset sublimits for social engineering events, the difference is not a decisive factor in overall program selection.

Pollution Liability

PLAN JPA
PLAN JPA provides pollution coverage through the APIP program with a $2 million per incident limit and a $2 million per member aggregate. The overall program aggregate is $25 million. Deductibles usually fall between $250,000 and $500,000, depending on the type of environmental loss. Covered exposures include remediation of contaminated property, bodily injury, off-site migration, mold, sewer backup, wildfire, and contractor pollution.

CJPIA
CJPIA provides a $5 million per incident limit and a $5 million per member aggregate with a $20 million program aggregate. The program uses a standard $250,000 deductible except for older underground storage tanks. Coverage includes remediation of contaminated property, emergency response actions, bodily injury, environmental migration, image restoration costs, and protections for newly acquired properties subject to reporting conditions.

Differences and Value Added
CJPIA’s substantially higher per incident limit provides stronger protection for the types of large environmental losses that create the greatest financial risk for municipalities.

Since pollution exposures are typically dominated by the severity of individual events rather than aggregate limits, CJPIA’s structure offers meaningfully greater value for the Town.

ITEM NO. 19.

PAGE 13 OF 13
SUBJECT: CJPIA Insurance
DATE: December 2, 2025
ENVIRONMENTAL ASSESSMENT:

This action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3), the “common sense exemption,” because it can be seen with certainty that the approval of a resolution to withdraw from PLAN JPA and to join CJPIA will not result in a direct or reasonably foreseeable indirect physical change in the environment. The action constitutes an administrative and organizational change in insurance and risk management providers and therefore does not constitute a “project” under CEQA or has no potential for causing a significant environmental impact.

CONCLUSION:

It is prudent to periodically review insurance coverage and costs. Based on Town staff review, the Town can see savings while increasing coverage on key areas of liability, such as public safety and infrastructure use, and recommends moving forward with CJPIA.

Attachments:

1. Resolution

2. CJPIA Joint Powers Authority Agreement

3. CJPIA Bylaws

ITEM NO. 19.

ATTACHMENT 1

RESOLUTION XXXX

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS

AUTHORIZING TERMINATION OF MEMBERSHIP IN THE POOLED LIABILITY

ASSURANCE NETWORK JOINT POWERS AUTHORITY AND AUTHORIZING THE

TOWN MANAGER AND TOWN ATTORNEY TO EXECUTE THE NECESSARY

DOCUMENTS TO JOIN THE CALIFORNIA JOINT POWERS INSURANCE

AUTHORITY AND TO PROCURE RISK MANAGEMENT AND INSURANCE

COVERAGES
WHEREAS, the Town of Los Gatos currently participates in the Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA), a joint powers authority created under Government Code section 6500 and related provisions to provide pooled liability and property programs for its member entities and to assume the assets, liabilities, and obligations of the former ABAG PLAN corporation; and
WHEREAS, on December 5, 2017, the Town Council adopted Resolution 2017-069 approving and authorizing execution of the PLAN JPA Joint Exercise of Powers Agreement and authorizing transfer of the Town’s prior ABAG PLAN participation to PLAN JPA; and WHEREAS, Article XIX of the PLAN JPA Joint Powers Agreement requires that any member agency withdrawing from PLAN JPA provide at least six months’ written notice of its intent to withdraw, with such withdrawal effective only at the end of a fiscal year, and the Town must therefore issue timely notice in order to comply with these mandatory withdrawal procedures; and
WHEREAS, PLAN JPA currently provides pooled liability coverage under its Liability Memorandum of Coverage with a limit of $1,000,000 per occurrence above each covered party’s retained limit, and excess liability protection up to a total of $30,000,000 per occurrence, with each member paying a self-insured retention before the pooled and excess layers respond; and WHEREAS, PLAN JPA also provides pooled property coverage through the Alliant Property Insurance Program (APIP), under which members share a combined all risk property limit of $1,000,000,000 per occurrence subject to pool and member deductibles, including a $500,000 pool deductible and member level deductibles for most property and vehicle losses; and WHEREAS, the Town’s current participation in PLAN JPA includes liability, property, cyber, pollution, crime, and ERMA employment practices programs, for which recent annual contributions have exceeded $1,300,000, including liability premiums of $620,910 to $975,227 dollars and property premiums of $145,790 to $242,373 dollars from fiscal year 2022-23 through fiscal year 2024-25; and
WHEREAS, the California Joint Powers Insurance Authority (CJPIA) is a statewide joint powers authority formed under Government Code section 6500 and section 990.8 to administer

ITEM NO. 19.
pooled self-insured liability and property programs for cities and other public agencies, as described in its Liability and Property Memoranda of Coverage; and WHEREAS, CJPIA’s Liability Program Memorandum of Coverage provides pooled protection with a primary layer of $30,000,000 per occurrence for bodily injury, property damage, personal injury, public officials liability, employment practices liability, automobile liability, and employee benefit administration liability, backed by excess insurance that increases coverage up to $50,000,000 per occurrence for each member; and
WHEREAS, CJPIAs Property Program Memorandum of Coverage provides all risk coverage for buildings, contents, business interruption, boiler and machinery, mobile equipment, fine arts, and related time element losses, with specified per occurrence limits and sublimits for earthquake, flood, newly acquired property, and other extensions for all participating members; and
WHEREAS, CJPIA also administers dedicated cyber liability, crime, and pollution liability programs which provide first-party and third-party cyber incident response, crime coverage for theft and fraud, and pollution coverage for Town locations and associated pipelines, each with defined member level deductibles and pooled aggregates; and WHEREAS, Town staff have reviewed coverage documents and quotations from CJPIA and have compared CJPIAs liability, property, cyber, crime, and pollution programs to the Town’s current coverage through PLAN JPA, including limits, deductibles, coverage breadth, exclusions, and member services; and
WHEREAS, based on that review, staff have concluded that CJPIAs liability program offers higher per occurrence limits for the Town’s highest risk exposures, including police and general liability, together with elimination of the Town’s current $50,000 liability self-insured retention, while CJPIA property, cyber, crime, and pollution programs provide substantially equivalent or improved coverage as compared to the Town’s current programs; and WHEREAS, staff estimate that moving from PLAN JPA to CJPIA for liability, property, cyber, crime, and pollution coverage, while retaining a $50,000 property retention and eliminating the current $50,000 liability self-insured retention, will produce ongoing annual savings of approximately $250,000 dollars and allow the Town to reduce its self-insured retention budget from $200,000 dollars to $50,000 dollars, based on comparison of recent PLAN JPA premiums and CJPIA quotes in the staff fiscal analysis; and
WHEREAS, Article 24(a) of the California Joint Powers Insurance Authority Joint Powers Agreement requires each new member agency to participate for a mandatory three-year initial term; and
WHEREAS, Article 24(c) of the CJPIA Joint Powers Agreement requires members, after the initial term, to provide twelve months’ written notice prior to withdrawal; and

ITEM NO. 19.

WHEREAS, Article 27 of the CJPIA Joint Powers Agreement authorizes cancellation of membership by a three-fourths vote of the Board of Directors, with the member thereafter treated as having voluntarily withdrawn; and
WHEREAS, the CJPIA Bylaws require each member agency to appoint a Director and an Alternate Director to the CJPIA Board of Directors; and WHEREAS, the Town Manager and Town Attorney recommend that the Town Council authorize withdrawal from PLAN JPA in accordance with the PLAN JPA Joint Powers Agreement and authorize the Town to join CJPIA and to execute all necessary agreements to secure substantially equivalent or broader risk management and insurance coverage for the Town and its officers, employees, and volunteers.

NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Los Gatos as follows:

1. The Town Council finds that terminating the Town’s membership in PLAN JPA and joining the California Joint Powers Insurance Authority is in the best interests of the Town and its residents because it is expected to improve coverage for key risk exposures and produce ongoing cost savings while maintaining prudent risk management protections.

2. The Town Council hereby authorizes and directs the Town Manager and Town Attorney, or their designees, to issue the written notice of withdrawal and termination required by the PLAN JPA Joint Powers Agreement, with an effective date that complies with the requirement that withdrawal occur at the end of a fiscal year and that PLAN JPA receive at least six months prior written notice.

3. The Town Council approves the Town’s participation as a member of the California Joint Powers Insurance Authority and authorizes the Town Manager and Town Attorney, or their designees, to negotiate, approve, and execute on behalf of the Town the CJPIA Joint Powers Agreement, the CJPIA Liability and Property Program Memoranda of Coverage, and any related participation, coverage, and indemnity agreements, in forms substantially consistent with the coverage documents reviewed by staff, together with such minor technical or clarifying changes as the Town Manager or Town Attorney may approve.

4. The Town Council further authorizes the Town Manager and Town Attorney, or their designees, to negotiate, approve, and execute all necessary or appropriate documents to implement the transition of the Town’s insurance and risk management programs from PLAN JPA to CJPIA, including but not limited to:
• Any agreements required to cancel, assign, or otherwise conclude existing PLAN JPA related coverage arrangements in coordination with PLAN JPA staff and brokers.

ITEM NO. 19.
• Any applications, endorsements, schedules of locations, and declarations needed to secure liability, property, cyber, crime, and pollution coverage through CJPIA that provide substantially equivalent or improved coverage relative to the Town’s current programs.
• Any ancillary agreements for risk management, claims administration, training, and loss control services provided by CJPIA.

5. The Town Council authorizes the Town Manager and Finance Director to make any necessary budget amendments and appropriations to reflect revised premium costs, reductions in self-insured retention appropriations, and any one time transition costs associated with the change in risk management providers, consistent with the fiscal impact described in the staff report.

6. The Town Manager and Town Attorney are authorized and directed to take such additional actions and to execute such further documents as they deem necessary or appropriate to carry out the intent and purpose of this Resolution and to complete the Town’s withdrawal from PLAN JPA and entry into CJPIA.

7. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the ___ day of __________ 20__, by the following vote:

ITEM NO. 19.
i

Joint Powers Agreement
California Joint Powers Insurance Authority
Amended July 17, 2019

JOINT POWERS AGREEMENT

CALIFORNIA JOINT POWERS INSURANCE

AUTHORITY
AMENDED JULY 17, 2019
Attachment 2

ITEM NO. 19.
i

TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS..................................................................................................................................... 2 ARTICLE 2 - PURPOSES.......................................................................................................................................... 3 ARTICLE 3 - PARTIES TO AGREEMENT............................................................................................................ 4 ARTICLE 4 - TERM OF AGREEMENT ................................................................................................................. 4 ARTICLE 5 - CREATION OF AUTHORITY ......................................................................................................... 4 ARTICLE 6 - POWERS OF AUTHORITY.............................................................................................................. 4 ARTICLE 7 - BOARD OF DIRECTORS ................................................................................................................. 5 ARTICLE 8 - POWERS OF THE BOARD OF DIRECTORS............................................................................... 5 ARTICLE 9 - MEETINGS OF THE BOARD OF DIRECTORS........................................................................... 6 ARTICLE 10 - EXECUTIVE COMMITTEE........................................................................................................... 6 ARTICLE 11 - POWERS OF THE EXECUTIVE COMMITTEE ........................................................................ 6 ARTICLE 12 - MEETINGS OF THE EXECUTIVE COMMITTEE.................................................................... 7 ARTICLE 13 - CLAIMS COMMITTEE .................................................................................................................. 8 ARTICLE 14 - OFFICERS OF THE AUTHORITY ............................................................................................... 8 ARTICLE 15 - ADVISORY COMMITTEES........................................................................................................... 9 ARTICLE 16 - COVERAGE...................................................................................................................................... 9 ARTICLE 17 - DEVELOPMENT OF THE JOINT PROTECTION PROGRAMS ............................................ 9 ARTICLE 18 - ACCOUNTS AND RECORDS....................................................................................................... 10 ARTICLE 19 - RESPONSIBILITY FOR MONIES............................................................................................... 11 ARTICLE 20 - RESPONSIBILITIES OF THE AUTHORITY............................................................................ 11 ARTICLE 21 - RESPONSIBILITIES OF MEMBERS ......................................................................................... 12 ARTICLE 22 - NEW MEMBERS............................................................................................................................ 13 ARTICLE 23 - PROGRAM PARTICIPATION..................................................................................................... 14 ARTICLE 24 - WITHDRAWAL.............................................................................................................................. 15 ARTICLE 25 - EFFECT OF WITHDRAWAL ...................................................................................................... 15 ARTICLE 26 - CANCELLATION OF PROGRAM PARTICIPATION ............................................................ 16 ARTICLE 27 - CANCELLATION OF MEMBERSHIP ....................................................................................... 16 ARTICLE 28 - CANCELLATION FOR NON-PAYMENT.................................................................................. 16 ARTICLE 29 - ATTORNEY FEES AND COSTS OF COLLECTION ............................................................... 17 ARTICLE 30 - TERMINATION AND DISTRIBUTION ..................................................................................... 17 ARTICLE 31 - PROVISION FOR BYLAWS......................................................................................................... 18 ARTICLE 32 - NOTICES......................................................................................................................................... 18 ARTICLE 33 – PROVISION FOR MAILED BALLOTS..................................................................................... 18 ARTICLE 34 - AMENDMENT................................................................................................................................ 19 ARTICLE 35 - PROHIBITION AGAINST ASSIGNMENT................................................................................. 19 ARTICLE 36 - AGREEMENT COMPLETE......................................................................................................... 19

ITEM NO. 19.

Joint Powers Agreement Page 1 of 19 Amended July 17, 2019

JOINT POWERS AGREEMENT

CREATING THE CALIFORNIA

JOINT POWERS INSURANCE AUTHORITY

THIS AGREEMENT is made and entered into by and among the public entities organized and existing under the Constitution or laws of the State of California, hereinafter collectively referred to as “Members” and individually as “Member,” that are parties signatory to this Agreement. Said Members are sometimes referred to herein as “parties.” RECITALS:

WHEREAS, California Government Code Section 6500 et seq. provides that two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and
WHEREAS, California Government Code Section 990.4 provides that a local public entity may self-insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus line broker, or any combination of these; and WHEREAS, California Government Code Section 990.8 provides that two or more local public entities may, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods specified in Government Code Section 990.4; and WHEREAS, each of the parties to this Agreement desires to join together with the other parties for the purpose of pooling their self-insured losses and jointly purchasing excess insurance and administrative services in connection with one or more joint protection programs for said parties; and
WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so;
NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the parties hereto agree as follows:

ITEM NO. 19.

Joint Powers Agreement Page 2 of 19 Proposed July 17, 2019 ARTICLE 1 - DEFINITIONS
The following definitions shall apply to the provisions of this Agreement:
(a) “Advisory Committee” shall mean the Managers Committee, Finance Officers Committee, Risk Managers Committee and any other committee created by the Board of Directors or Executive Committee for the purpose of providing specialized advice to the Board of Directors or Executive Committee on the subject matter brought before it. (b) “Alternate” shall mean that person or persons selected by the legislative body of each Member to represent the Member at the Board of Directors meeting in the absence of the Director, pursuant to Article 7 of this Agreement.
(c) “Authority” shall mean the California Joint Powers Insurance Authority created by this Agreement.
(d) “Board of Directors” or “Board” shall mean the governing body of the Authority. (e) “Chief Executive Officer” shall mean that employee of the Authority who is appointed by the Executive Committee, and is granted authority and responsibility for the management and administration of the Authority and its joint protection programs. (f) “Claims” shall mean demands made against the Authority, a Member, or Members arising out of occurrences that are within an Authority joint protection program as developed by the Executive Committee.
(g) “Contribution” shall mean an amount determined by the Executive Committee that is to be paid by the Member as its established share of funding required to cover the financial obligations of each joint protection program in which the member participates. (h) “Director” shall mean that person selected by and from the legislative body of each Member to represent the Member on the Board of Directors pursuant to Article 7 of this Agreement.
(i) “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Authority.
(j) “Finance Officers Committee” shall mean the committee of the Authority composed of the Finance Directors or chief finance officers of the Members by whatever title locally designated.
(k) “Fiscal Year” shall mean that period of twelve months that is established as the fiscal year of the Authority.

ITEM NO. 19.

Joint Powers Agreement Page 3 of 19 Proposed July 17, 2019 (l) “Insurance” shall mean and include pooled self-insurance through a funded program and/or any commercial insurance, excess insurance, or reinsurance contract purchased on behalf of the Authority to protect the funds of the Authority against catastrophes or an unusual frequency of losses during a specific protection period. (m) “Managers Committee” shall mean the committee of the Authority composed of the City Managers, City Administrators, or chief executive officers of the Members by whatever title locally designated.
(n) “Risk Managers Committee” shall mean the committee of the Authority composed of the Risk Managers or risk officers of the Members by whatever title locally designated.
(o) “Secretary” shall mean the person selected by the Executive Committee from among its members to serve as Secretary of the Authority. (p) “Treasurer” shall mean the person selected by the Executive Committee to serve as Treasurer of the Authority.

ARTICLE 2 - PURPOSES
This agreement is entered into by the Members pursuant to the provisions of California Government Code Sections 990, 990.4, 990.8, and 6500 et seq. in order to provide more comprehensive and economical protection from financial loss, to reduce the amount and frequency of their losses, and to decrease the cost incurred in the handling and litigation of claims. This purpose shall be accomplished through the exercise of the powers of the Members jointly in the creation of a separate entity, the California Joint Powers Insurance Authority (the Authority), to administer joint protection programs wherein Members will pool their losses and claims, jointly purchase insurance and administrative and other services, including claims adjusting, data processing, risk management consulting, loss prevention, training, legal, and related services.

It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional public entities organized and existing under the Constitution or laws of the State of California as may desire to become parties to this Agreement.

ITEM NO. 19.

Joint Powers Agreement Page 4 of 19 Proposed July 17, 2019 ARTICLE 3 - PARTIES TO AGREEMENT
Each party to this Agreement certifies that it intends to and does contract with all other parties who are signatories of this Agreement and, in addition, with such other parties as may later be added as parties to and signatories of this Agreement pursuant to Article 22. Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Articles 24, 26, 27, or 28 shall not affect this Agreement nor such party's intent to contract as described above with the other parties to the Agreement then remaining.

ARTICLE 4 - TERM OF AGREEMENT
This Agreement became effective on June 29, 1977, and shall continue until and unless terminated as hereinafter provided.

ARTICLE 5 - CREATION OF AUTHORITY
Pursuant to Section 6500 et seq. of the California Government Code, there is hereby created a public entity separate and apart from the parties hereto, to be known as the California Joint Powers Insurance Authority. Pursuant to Government Code Section 6508.1, the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement; except with respect to public retirement system liabilities, which shall be governed by Sections 6508.1 and 6508.2.

ARTICLE 6 - POWERS OF AUTHORITY
(a) The Authority shall have the powers common to its Members and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following:

1. To make and enter into contracts;

2. To incur debts, liabilities or obligations;

3. To acquire, hold or dispose of property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities;

4. To sue and be sued in its own name; and

5. To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law.

ITEM NO. 19.

Joint Powers Agreement Page 5 of 19 Proposed July 17, 2019 (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law and are subject to the restrictions upon the manner of exercising the powers of the City of Lakewood.

ARTICLE 7 - BOARD OF DIRECTORS
(a) The Authority shall be governed by the Board of Directors that is hereby established and that shall be composed of one representative Director from each Member, who shall be selected from the legislative body of that Member by the process chosen by the Member. (b) Each legislative body, in addition to appointing its Director of the Board, shall appoint at least one alternate who shall be an officer or employee of the Member. The alternate shall have the authority to attend, participate in, and vote at any meeting of the Board when the regular Director for whom he or she is an alternate is absent from said meeting.

ARTICLE 8 - POWERS OF THE BOARD OF DIRECTORS
The Board of Directors of the Authority shall have the following powers and functions:
(a) The Board shall elect from its members pursuant to Article 10 of this Agreement an Executive Committee, to which it may give authority to make and implement any decisions, including those involving the administration of the Authority, except those decisions that would require an amendment of this Agreement, under Article 34 herein. (a) The Board shall adopt the operating budget of the Authority. (b) The Board may review all acts of the Executive Committee, including development of the memoranda of coverage, and shall have the power to modify and/or override any decision or action of the Executive Committee upon a majority vote of a quorum of the Board of Directors.
(c) The Board shall receive and review periodic accountings of all funds under Articles 18 and 19 of this Agreement.
(d) The Board shall have the power to conduct on behalf of the Authority all business of the Authority, including that assigned to the Executive Committee, that the Authority may conduct under the provisions hereof and pursuant to law. (e) The Board shall have such other powers and functions as are provided for in this Agreement.

ITEM NO. 19.

Joint Powers Agreement Page 6 of 19 Proposed July 17, 2019 (f) The Board shall not have the power to overturn the decisions of the Claims Committee in regard to the settlement of claims.

ARTICLE 9 - MEETINGS OF THE BOARD OF DIRECTORS
(a) Meetings. The Board shall provide for its regular, adjourned regular, and special meetings; provided, however, that it shall hold at least one regular meeting annually at a time and place determined by the Executive Committee.
(b) Minutes. The Secretary of the Authority shall cause minutes of regular, adjourned regular, and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board. (c) Quorum. A majority of the Directors or Alternates of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. A vote of the majority of those Directors or Alternates present at a meeting shall be sufficient to constitute action by the Board.
(d) Compliance with the Brown Act. All meetings of the Board, including, without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act, California Government Code Section 54950 et seq.

ARTICLE 10 - EXECUTIVE COMMITTEE
There shall be an Executive Committee of the Board of Directors that shall consist of nine (9) members. Two of the members of the Executive Committee shall be the President and Vice President of the Board of Directors. The other members of the Executive Committee shall be elected by the Board of Directors at the Annual Meeting for the terms provided in the Bylaws.

The President of the Authority, or the Vice President in his or her absence, shall serve as the Chairperson of the Executive Committee.

ARTICLE 11 - POWERS OF THE EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors shall have the following powers:
(a) The Executive Committee shall determine and select joint protection programs for the Authority including adoption of language of the Memoranda of Coverage and any limitations or endorsements to such Memoranda.

ITEM NO. 19.

Joint Powers Agreement Page 7 of 19 Proposed July 17, 2019 (b) The Executive Committee shall determine and select all insurance necessary to carry out the joint protection programs of the Authority. (c) The Executive Committee shall have the authority to approve membership in the Authority and Member participation in one or more joint protection programs in accordance with Articles 22 and 23.
(d) The Executive Committee shall have the authority to cancel Member participation in one or more joint protection programs in accordance with Articles 26 and 28. (e) The Executive Committee shall develop the operating budget of the Authority. (f) The Executive Committee shall have authority to contract for or develop various services for the Authority, including, but not limited to, claims adjusting, loss control, and risk management consulting services.
(g) The Executive Committee shall receive and act upon reports of the Advisory Committees and the Chief Executive Officer.
(h) The Executive Committee shall appoint the Treasurer and Chief Executive Officer of the Authority.
(i) The Executive Committee shall have the power to hire such persons as the Executive Committee deems necessary for the administration of the Authority. (j) The Executive Committee shall have the general supervisory and policy control over the day-to-day decisions and administrative activities of the Chief Executive Officer of the Authority.
(k) The Executive Committee shall have such other powers and functions as are provided for in this Agreement or as delegated by the Board of Directors, including the power to create committees it deems necessary.

ARTICLE 12 - MEETINGS OF THE EXECUTIVE COMMITTEE
The meetings of the Executive Committee shall be held and conducted in the same manner as the meetings of the Board of Directors, provided for in Article 9 of this Agreement.

In addition, the Committee shall make periodic reports to the Board of Directors, advising the Board of its decisions and activities concerning the implementation of the joint protection programs of the Authority.

ITEM NO. 19.

Joint Powers Agreement Page 8 of 19 Proposed July 17, 2019 ARTICLE 13 - CLAIMS COMMITTEE
The Executive Committee members, together with the Chairs of the Managers Committee and the Finance Officers Committee, shall sit as the Claims Committee of the Authority. The Claims Committee shall have authority to make all determinations regarding defense, indemnity, and settlement of claims under the Memoranda of Coverage. Decisions of the Claims Committee regarding settlement of claims shall be final and not subject to further review.

Decisions regarding coverage for defense or indemnity of claims shall be final, but subject to the Member’s appeal rights as detailed in the applicable Memorandum of Coverage.

ARTICLE 14 - OFFICERS OF THE AUTHORITY
(a) President and Vice President. The Board shall elect a President and Vice President of the Authority, each to hold office for a two-year term, except as hereinafter provided, and until a successor is elected. The election of the President and Vice President shall be on alternate years. In the event the President so elected ceases to be a member of the Board, or for other reasons is unable to serve, the Vice President shall assume the position of President and serve the remainder of the prior President’s unexpired term. In the event the Vice President so elected ceases to be a member of the Board, or for other reasons is unable to serve, the Executive Committee shall select from among its membership a new Vice President who shall serve the remainder of the unexpired term.
(b) Chief Executive Officer. The Chief Executive Officer shall be authorized and responsible for the overall management and administration of the Authority and its joint protection programs and shall select and appoint all employees. (c) Secretary. The Secretary shall be responsible for all minutes, notices and records of the Authority and shall perform such other duties as may be assigned by the Executive Committee.
(d) Treasurer. The duties of the Treasurer are set forth in Articles 18 and 19 of this Agreement.
(e) Attorney. The Executive Committee shall select an attorney for the Authority.

The attorney shall serve at the pleasure of the Executive Committee. (f) The Executive Committee shall have the power to appoint such other officers as may be necessary in order to carry out the purposes of this Agreement.

ITEM NO. 19.

Joint Powers Agreement Page 9 of 19 Proposed July 17, 2019 ARTICLE 15 - ADVISORY COMMITTEES
The Board of Directors or Executive Committee may establish Advisory Committees as deemed necessary. Such Committees shall meet from time to time as deemed necessary by them, and shall make recommendations to the Executive Committee based upon their expertise.

ARTICLE 16 - COVERAGE
(a) The coverage provided for Members through the Authority’s joint protection programs may include protection for Personal Injury, Errors and Omissions, Contractual and Comprehensive Liability, Workers’ Compensation and such other areas of coverage as the Executive Committee may determine. Such coverage may be through insurance as defined in Article 1.
(b) The Authority shall maintain limits of coverage for Members determined by the Executive Committee to be adequate. The Executive Committee may arrange for a group policy to be issued for Members interested in obtaining additional coverage above the limits of coverage at an additional cost to those participating Members. (c) The Executive Committee shall arrange for the purchase of insurance it deems necessary to protect the funds of the Authority against catastrophes. The Executive Committee shall have the authority to discontinue purchase of this insurance, if at a future time the Executive Committee determines that it is no longer needed to protect the Authority's funds.

ARTICLE 17 - DEVELOPMENT OF THE JOINT PROTECTION PROGRAMS (a) The joint protection programs provided by the Authority shall extend to agencies or authorities as determined in the Memorandum of Coverage of each program. (b) The cost allocation formula for each joint protection program shall be adopted by the Executive Committee.
(c) The contribution for each Member’s participation in a joint protection program shall be determined by the Executive Committee.
(d) The cost allocation formula adopted by the Executive Committee for each joint protection program may provide for retrospective adjustments, and each Member shall pay any additional contribution required by such retrospective adjustment.

ITEM NO. 19.

Joint Powers Agreement Page 10 of 19 Proposed July 17, 2019 (e) The Executive Committee may provide for payment of a portion of such contributions to be made over a period of time on terms set by the Executive Committee. (f) The Executive Committee may expand the Authority's offerings of joint protection programs to make available for Members’ protection in addition to that which is provided for in this Agreement.
(g) Contributions held by the Authority for each joint protection program shall be accounted for separately, so that only Members participating in the program will share in pooled losses and expenses of that program. This separate accounting shall not prohibit the Authority from commingling contributions for purposes of investment, nor from paying losses or expenses when due from all available funds. As deemed appropriate, the Executive Committee may provide for inter-program transfers in the forms of loans, letters of credit, or other financial arrangements that stipulate that the lending program will be made whole by the borrowing program through the timely repayment of principal and compensation for the value of lost investment earnings during the financing period.

ARTICLE 18 - ACCOUNTS AND RECORDS
(a) Budget. The Authority shall adopt an operating budget, pursuant to Article 11(e) of this Agreement.
(b) Funds and Accounts. The Treasurer of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by the Executive Committee. Books and records of the Authority in the hands of the Treasurer shall be open to any inspection at all reasonable times by representatives of a Member. (c) Treasurer's Report. The Treasurer, within 270 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member.
(d) Annual Audit. The Executive Committee shall provide for a certified, annual audit of the accounts and records of the Authority. The audit shall conform to generally accepted auditing standards. When such an audit of the accounts and records is made by a Certified Public Accountant, a report thereof shall be filed as a public record with each of the Members.

Such report shall be filed within nine months of the end of the year under examination.

ITEM NO. 19.

Joint Powers Agreement Page 11 of 19 Proposed July 17, 2019 (e) Costs. Any costs of the audit, including contracts with, or employment of, Certified Public Accountants, in making an audit pursuant to this Article, shall be borne by the Authority and shall be considered included within the term “administrative costs.” ARTICLE 19 - RESPONSIBILITY FOR MONIES
(a) The Treasurer of the Authority shall have the custody of and disburse the Authority's funds. He or she shall have the authority to delegate the signatory function of Treasurer to such persons as are authorized by the Executive Committee. (b) A bond or other insurance protection providing coverage for embezzlement or other criminal acts in an amount determined by the Executive Committee to be adequate shall be required of all officers and personnel authorized to disburse funds of the Authority. The cost of such bond or insurance protection shall be paid for by the Authority. (c) The Treasurer of the Authority shall perform the duties described in California Government Code Sections 6505.5 and 6505.6 pertaining to the receipt, safekeeping, payment, and reporting of Authority funds.

ARTICLE 20 - RESPONSIBILITIES OF THE AUTHORITY
The Authority shall perform the following functions in discharging its responsibilities under this Agreement:
(a) Provide loss protection as necessary, through various means including but not limited to insurance or other financial risk transfer, by negotiation or bid and purchase. (b) Assist Members in obtaining coverage for risks not included within the joint protection programs of the Authority.
(c) Assist each Member’s assigned risk manager with the implementation of that function within the Member.
(d) Provide loss prevention and safety and consulting services to Members as required, which may include programs for grants or loans to Members for loss prevention or safety purposes.
(e) Provide claims adjusting and subrogation services for claims covered by the Authority's joint protection programs.

ITEM NO. 19.

Joint Powers Agreement Page 12 of 19 Proposed July 17, 2019 (f) Provide loss control and analysis by the use of statistical analysis, data processing, and record and file keeping services, in order to identify high exposure operations and to evaluate proper levels of self-retention and deductibles. (g) Provide contract review when requested by Members to determine sufficiency of indemnity and insurance provisions.
(h) Conduct risk management evaluations of each Member to encourage implementation of best risk management practices.
(i) The Authority shall have standing and shall pursue recovery in its own name or in the name of a Member for losses covered by a joint protection program. Such recovery may be through subrogation, cross complaint, or salvage, as appropriate. (j) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors or Executive Committee in order to carry out the purposes of this Agreement.

ARTICLE 21 - RESPONSIBILITIES OF MEMBERS
Members shall have the following responsibilities:
(a) The legislative body of each Member shall appoint a representative and at least one alternate representative to the Board of Directors, pursuant to Article 7 of this Agreement. (b) Each Member shall appoint an employee to be responsible for the risk management function of that Member, and to serve as a liaison between the Member and the Authority as to risk management.
(c) Each Member shall maintain an active safety officer and/or committee, and shall consider all recommendations of the Authority concerning unsafe practices or exposures. (d) Each Member shall pay its contribution and any retrospective adjustment promptly to the Authority when due. After withdrawal or termination, each Member shall pay promptly to the Authority its share of any additional contribution, when and if required of it by the Executive Committee under Articles 24, 25, 26, 27, and 28 of this Agreement. (e) Each Member shall report all claims to the Authority in accordance with the policies and procedures governing the joint protection program to which the claim applies. (f) Each Member shall provide the Authority with such other information or assistance as may be necessary for the Authority to carry out the joint protection programs under this Agreement.

ITEM NO. 19.

Joint Powers Agreement Page 13 of 19 Proposed July 17, 2019 (g) Each Member shall cooperate with and assist the Authority in the pursuit of recoveries for losses covered by a joint protection program, including assigning its right to recover subrogated amounts, and if necessary, executing a written agreement to effect such assignment.
(h) Each Member shall in any and all ways cooperate with and assist the Authority, and any insurer of a joint protection program, in all matters relating to this Agreement and covered losses, and will comply with all bylaws, rules and regulations adopted by the Board of Directors and Executive Committee.
(i) Each Member shall actively participate in the Authority’s Risk Management Evaluation and Loss Control Action Plan (LossCAP) programs.

ARTICLE 22 - NEW MEMBERS
The Authority shall allow entry of new Members approved by the Executive Committee. (a) Executive Committee approval for new Members shall be according to the following procedure:

1. Investigation of each potential member by Authority staff and preparation of a report;

2. Review of the report by the Underwriting Committee, which shall then be forwarded to all Directors for review and comment;

3. Review by the Directors and submittal of comments to the Chief Executive Officer during the comment period; and

4. Approval by a two-thirds vote of the Executive Committee. (b) Membership is effective immediately upon approval by the Executive Committee and execution of this Agreement by the new Member to join the Authority. (c) A Member entering under this Article may be required to pay its share of organization expenses as determined by the Executive Committee including those necessary to analyze its loss data and determine its contributions.
(d) Should the Board of Directors rescind the membership approval made by the Executive Committee pursuant to Article 8(b), the Member shall be given at least ninety days advance notice of the effective date of termination of Membership, and the Member shall be

ITEM NO. 19.

Joint Powers Agreement Page 14 of 19 Proposed July 17, 2019 treated as if it had withdrawn on the effective date, and shall have the same responsibilities as if the Member had voluntarily withdrawn on the effective date. (e) New Members, accepted into membership after July 1, 2016, shall have provisional membership status throughout the initial five years of membership. During the provisional membership period:

1. The Authority reserves the right to retrospectively adjust the cost of coverage for provisional Members based on actual claims development, in the event that it varies materially from claims data provided to the Authority at the time of the initial underwriting; and

2. The Authority reserves the right to terminate membership of any provisional Member at the end of a protection period, with or without cause, by a two-thirds vote of the Executive Committee, provided the Executive Committee gives the provisional Member at least ninety days advance notice of the effective date of the termination of membership.

3. A provisional Member subject to termination under Paragraph 2, above, may appeal said termination to a panel of five chief executives randomly selected from the other Members.
(f) If a provisional Member does not complete five successive years of membership in good standing, due to withdrawal or termination, that provisional Member is not eligible to receive in any refunds, dividends, or equity distributions that may occur during the provisional membership period or at any time thereafter.

ARTICLE 23 - PROGRAM PARTICIPATION
The Authority shall allow for the participation of Members in the joint protection programs as approved by the Executive Committee.
(a) Executive Committee approval for new Members shall be according to the following procedure:

1. Investigation of a potential participant by Authority staff and preparation of a report;

2. Consideration of the report by the Underwriting Committee with a recommendation to the Executive Committee; and

ITEM NO. 19.

Joint Powers Agreement Page 15 of 19 Proposed July 17, 2019

3. Approval by a two-thirds vote of the Executive Committee, (b) Program participation is effective immediately upon approval by the Executive Committee and execution of appropriate resolutions and/or other documents by the new participant allowing participation in the joint protection program. (c) A Member entering into a joint protection program may be required to pay its share of program development expenses as determined by the Executive Committee including those necessary to analyze its loss data and determine its contributions. (d) Should the Board of Directors rescind the program participation approval made by the Executive Committee pursuant to Article 8(b), the Member shall be given at least ninety days advance notice of the effective date of termination of program participation, and the Member shall be treated as if it had withdrawn on the effective date, and shall have the same responsibilities as if the Member had voluntarily withdrawn on the effective date.

ARTICLE 24 - WITHDRAWAL
(a) A Member that enters into this Agreement may not withdraw as a party to this Agreement and as a Member of the Authority for a three-year period commencing on the effective date of its membership.
(b) A Member that enters into a joint protection program may not withdraw as a participant in that program for a three-year period commencing on the effective date of its participation in the joint protection program.
(c) After the initial three-year non-cancellable commitment to membership in the Authority or participation in a joint protection program, a Member may withdraw only at the end of any protection period, provided it has given the Authority a twelve-month written notice of its intent to withdraw from this Agreement and/or any joint protection programs in which it participates.

ARTICLE 25 - EFFECT OF WITHDRAWAL
(a) The withdrawal of any Member from this Agreement shall not terminate the Agreement, and no Member by withdrawing shall be entitled to payment or return of any deposits, contributions, consideration or property paid, or donated by the Member to the Authority, or to any distribution of assets.

ITEM NO. 19.

Joint Powers Agreement Page 16 of 19 Proposed July 17, 2019 (b) The withdrawal of any Member from participation in a joint protection program shall not terminate the Member’s responsibility to contribute its share of contributions or funds to the program until all claims, or other unpaid liabilities, covering the period the Member was signatory hereto have been finally resolved and a determination of the final amount of payments due from the Member or credits to the Member for the period of its participation has been made by the Executive Committee. In connection with this determination, the Executive Committee may exercise similar powers to those provided for in the Article 30(c) of this Agreement.

ARTICLE 26 - CANCELLATION OF PROGRAM PARTICIPATION
The Executive Committee shall have the right to cancel any Member’s participation in one or more joint protection programs upon the recommendation of the Chief Executive Officer and in accordance with the Healthy Members Practices and Procedures protocol. Any Member so cancelled shall on the effective date of the cancellation be treated the same and shall have the same responsibilities as if the Member had voluntarily withdrawn from the joint protection program.

ARTICLE 27 - CANCELLATION OF MEMBERSHIP
The Board of Directors shall have the right to cancel the membership of any Member based upon a three-fourths vote of the entire Board of Directors. Any Member so cancelled shall on the effective date of the cancellation be treated the same as if the Member had voluntarily withdrawn from membership, and said Member shall have the same responsibilities.

Cancellation, as specified above, shall be within the sole discretion of the Board of Directors and may occur with or without cause, and the Board's discretion shall not be subject to any further review or appeal.

ARTICLE 28 - CANCELLATION FOR NON-PAYMENT
In the absence of a payment plan as authorized in Article 17(e), any Member’s participation in a joint protection program may be cancelled automatically in the event of a failure of the Member to pay any contribution as required in this Agreement. Should any contribution remain unpaid more than thirty (30) days after receipt of notice by the Member, the Authority will send a notice advising the Member that it is in default under the terms of this Agreement, and that the Member’s participation will be cancelled within thirty (30) additional

ITEM NO. 19.

Joint Powers Agreement Page 17 of 19 Proposed July 17, 2019 days unless full payment is received. Failure to make full payment as required in the notice of default shall be considered a withdrawal by the Member from the program effective on the date of cancellation specified in the notice of default; and no coverage shall apply to any claims submitted subsequent to the effective date of cancellation that arise from occurrences taking place during the current protection period. A Member cancelled for non-payment shall remain liable for a prorated share of the current year’s contribution and for all retrospective adjustment contributions through the date of cancellation and attributable to prior years of coverage in which it participated.

ARTICLE 29 - ATTORNEY FEES AND COSTS OF COLLECTION
Should any Member or former Member fail to pay any contribution or retrospective adjustment contribution when due, the Member shall also be liable to the Authority for attorney fees and costs incurred by the Authority in pursuing collection of such sums.

ARTICLE 30 - TERMINATION AND DISTRIBUTION
(a) This Agreement may be terminated by the written consent of three-fourths of the Members; provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, distribution of assets and all other functions necessary to wind up the affairs of the Authority.
(b) Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been Members of a joint protection program, including any of those parties that previously withdrew pursuant to Article 24 of this Agreement, in accordance with and proportionate to their cash (including contributions) payments and property (at market value when received) contributions made reduced by their share of losses and expenses paid during the term of this Agreement. The Executive Committee shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of.
(c) The Executive Committee is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Members, including those that were Members at the time a claim arose or at the time a loss was incurred, to pay their share of any additional amount of

ITEM NO. 19.

Joint Powers Agreement Page 18 of 19 Proposed July 17, 2019 contribution deemed necessary by the Executive Committee for final disposition of all claims and losses covered by this Agreement. A Member’s share of such additional contributions shall be determined on the same basis as that provided for annual contributions in Article 17 of this Agreement, and shall be treated as if it were the next year's annual contribution for that Member. (d) In the absence of an Executive Committee, the Secretary shall exercise all powers and authority under this Article. The decision of the Executive Committee or Secretary under this Article shall be final.
(e) A provisional Member that does not complete five years of membership pursuant to Article 22 shall not be entitled to any distribution of assets upon termination of this Agreement.

ARTICLE 31 - PROVISION FOR BYLAWS
The Board shall cause to be developed Authority Bylaws. Each Member shall receive a copy of any Bylaws developed under this Article.

ARTICLE 32 - NOTICES
Notices to Members hereunder shall be sufficient if delivered to the administrative office of the respective Member. Delivery may be by U.S. Mail, email, or other form of notice acceptable under the Ralph M. Brown Act.

ARTICLE 33 – PROVISION FOR MAILED BALLOTS
Unless specifically prohibited elsewhere within this Agreement or the Bylaws, all actions contemplated by the Board of Directors may be voted on by the Members by mailed ballot as defined in the Bylaws. This shall not include the election of officers or members of the Executive Committee. Actions taken by mailed ballot shall require the same percentage of votes cast by the entire Membership as the percentage that would be required of a quorum voting on an item at a Board of Directors meeting.

ITEM NO. 19.

Joint Powers Agreement Page 19 of 19 Proposed July 17, 2019 ARTICLE 34 - AMENDMENT
With the exception of Article 27, this agreement may be amended by two-thirds vote of the Directors present at a duly held Board of Directors meeting, or by a two-thirds vote of the Membership for an amendment placed before the Membership by mailed ballot. Amendment to Article 27 shall require a three-fourths vote of the entire Board of Directors at a duly held Board of Directors meeting, or by a three-fourths vote of the Membership for an amendment placed before the Membership by mailed ballot.

ARTICLE 35 - PROHIBITION AGAINST ASSIGNMENT
With the exception of Article 21 (g), no Member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member shall have any right, claim or title to any part, share, interest, fund, contribution, or asset of the Authority.

ARTICLE 36 - AGREEMENT COMPLETE
The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein.

IN WITNESS WHEREOF, the parties hereto have first executed this Agreement by authorized officials thereof on the date indicated below.

Date:

MEMBER:

By:

ITEM NO. 19.

Bylaws Page 1 of 14 Adopted July 16, 2008
BYLAWS

CALIFORNIA JOINT POWERS INSURANCE

AUTHORITY
AMENDED JULY 17, 2019
Attachment 3

ITEM NO. 19.
ii
BYLAWS

TABLE OF CONTENTS
ARTICLE I – OFFICES .............................................................................................................. 1 Section 1. Principal Executive Office._________________________________________________1 Section 2. Other Offices. ___________________________________________________________1 ARTICLE II - BOARD OF DIRECTORS ................................................................................. 1 Section 1. Composition and Selection. ________________________________________________1 Section 2. Vacancies.______________________________________________________________2 Section 3. Annual Meeting._________________________________________________________2 Section 4. Special Meetings. ________________________________________________________3 Section 5. Place of Meetings. _______________________________________________________3 Section 6. Quorum. _______________________________________________________________4 Section 7. Adjourned Meetings. _____________________________________________________4 Section 8. Voting. ________________________________________________________________4 Section 9. Inspectors of Election. ____________________________________________________5 ARTICLE III - EXECUTIVE COMMITTEE........................................................................... 6 Section 1. Number of Members. _____________________________________________________6 Section 2. Composition, Selection and Term of Office. ___________________________________6 Section 3. Vacancies.______________________________________________________________6 Section 4. Resignation. ____________________________________________________________7 Section 5. Removal of Executive Committee or its Individual Members by Board of Directors. ___8 Section 6. Regular Meetings.________________________________________________________8 Section 7. Special Meetings. ________________________________________________________8 Section 8. Actions at Meetings.______________________________________________________9 Section 9. Adjourned Meetings. _____________________________________________________9 ARTICLE IV – CLAIMS COMMITTEE................................................................................ 10 Section 1. Composition.___________________________________________________________10 Section 2. Meetings. _____________________________________________________________10 ARTICLE V - ADVISORY COMMITTEES........................................................................... 10 Section 1. Managers Committee.____________________________________________________11 Section 2. Finance Officers Committee. ______________________________________________11

ITEM NO. 19.
iii
Section 3. Underwriting Committee._________________________________________________12 Section 4. Other Committees_______________________________________________________12 Section 5. Meetings. _____________________________________________________________12 ARTICLE VI - OFFICERS AND EMPLOYEES.................................................................... 12 Section 1. Officers. ______________________________________________________________12 Section 2. Election and Term of Office. ______________________________________________12 Section 3. Other Officers and Employees. ____________________________________________13 Section 4. Vacancies._____________________________________________________________13 Section 5. Removal and Resignation. ________________________________________________13 Section 6. President. _____________________________________________________________14 Section 7. Vice President. _________________________________________________________14 Section 8. Secretary. _____________________________________________________________14 Section 9. Treasurer. _____________________________________________________________15 Section 10. Chief Executive Officer __________________________________________________15 ARTICLE VII - MISCELLANEOUS....................................................................................... 15 Section 1. Rules and Regulations of Joint Protection Programs. ___________________________15 Section 2. Annual Report. _________________________________________________________15 Section 3. Defense of Agents of the Authority._________________________________________15 Section 4. Inspection of Authority Records. ___________________________________________16 Section 5. Checks and Drafts. ______________________________________________________16 Section 6. Register of Demands. ____________________________________________________16 Section 7. Execution of Contracts. __________________________________________________17 Section 8. Rules of Procedure for Meetings.___________________________________________17 ARTICLE VIII - AMENDMENTS TO BYLAWS.................................................................. 18 Section 1. Power of Board of Directors. ______________________________________________18 Section 2. Power of Executive Committee.____________________________________________18

ITEM NO. 19.

Bylaws Page 1 of 18 Amended July 17, 2019
BYLAWS

FOR THE REGULATION, EXCEPT AS OTHERWISE PROVIDED BY

STATUTE, OR THE AGREEMENT CREATING THE AUTHORITY, OF THE

CALIFORNIA JOINT POWERS INSURANCE AUTHORITY
ARTICLE I – OFFICES
Section 1. Principal Executive Office.

The principal executive office for the transaction of the business of the Authority is hereby fixed and located at 8081 Moody Street, La Palma, California 90623. The Executive Committee of the Authority shall have the authority to change the location of the principal executive office from time to time. Any such change shall be noted on the Bylaws by the Secretary, opposite this section, or this section may be amended to state the new location.

Section 2. Other Offices.

Other business offices may at any time be established by the Executive Committee at any place or places where the Authority is qualified to do business.

ARTICLE II - BOARD OF DIRECTORS
Section 1. Composition and Selection.

The Board of Directors shall be composed of one Director from each Member of the Authority, who shall be a member of and selected by the legislative body of that Member, as provided for in the Agreement creating the Authority. Each legislative body shall also appoint at least one alternate, who shall be an officer or employee of that Member. The alternate may attend meetings and vote in the absence of the Director. One person may be duly appointed by more than one Member as the Director representing those Members. "Absence," as the term is used in this section, includes "vacancy" as defined in Section 2 of this Article II. “Director” as the term is used in these Bylaws includes an “alternate” serving in the absence of the Director.

ITEM NO. 19.

Bylaws Page 2 of 18 Amended July 17, 2019
If a Member's membership in the Authority is terminated for whatever reason and by whatever method, that Member shall no longer have a representative on the Board of Directors, Executive Committee, or any other Committee of the Authority.

Section 2. Vacancies.

A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of death, resignation, expiration of term, removal by the Member that made the appointment, or when the Director ceases to be a member of the legislative body of the appointing Member. Vacancies in the positions of Director or alternate or alternates shall be filled in the manner provided for regular appointment of such persons in the Agreement creating the Authority and the Bylaws.

Section 3. Annual Meeting.
(a) Time Held and Business to be Transacted.

The annual meeting of the Board of Directors shall be held in July of each year or at such other time as may be designated by the Executive Committee. At such meeting the President and Vice President of the Authority and other members of the Executive Committee shall be elected as provided in Article III, reports of the affairs of the Authority shall be considered, and any other business may be transacted that is within the powers of the Board of Directors.
(b) Notice.

Written notice of each annual meeting shall be given to each Member of the Authority by mail, email, or other means of written communication, in the manner provided by the Ralph M. Brown Act, California Government Code Section 54950, et seq. Such notice shall specify:
(1) the place, the date, and the hour of such meeting;
(2) those matters that are intended to be presented for action or review by the Board of Directors;
(3) if officers and members of the Executive Committee are to be elected, the names of nominees intended at the time of the notice to be presented for election;

ITEM NO. 19.

Bylaws Page 3 of 18 Amended July 17, 2019
(4) the general nature of any proposal to be presented for action with respect to approval of (i) a new Member, (ii) a contract or other transaction of the Authority with an interested Member, (iii) amendment of the Agreement creating the Authority, (iv) the cancellation of a Member's participation in a joint protection program, (v) voluntary termination of the Agreement creating the Authority, or (vi) a distribution of program assets upon program dissolution; and (5) such other matters, if any, as may be expressly required by statute or by the Agreement creating the Authority.

Section 4. Special Meetings.

Special meetings of the Board of Directors, for the purpose of taking any action permitted by statute and the Agreement creating the Authority, may be called at any time by the President, or by the Vice President in the absence or disability of the President, or by the Executive Committee of the Authority or by not less than ten (10) Members. Upon request in writing that a special meeting of the Board of Directors be called for any proper purpose, directed to the President, Vice President, or Secretary of the Authority, by any person or persons entitled to call a special meeting of the Board of Directors, the officer receiving such request forthwith shall cause notice to be given to the Members that a meeting will be held at a time requested by the person or persons calling the meeting, not less than fifteen (15) nor more than sixty (60) days after receipt of the request. Notice of any special meeting shall be given in compliance with the Ralph M. Brown Act, California Government Code Section 54950, et seq. Such notice shall specify the place, date and hour of such meeting, and, if applicable, the names of nominees for officers or members of the Executive Committee intended at the time of the notice to be presented for election and the nature of the business to be transacted. No business other than that specified in the notice of the special meeting may be transacted at that meeting.

Section 5. Place of Meetings.

All annual or other meetings of the Board of Directors shall be held at a place within the State of California designated by the Executive Committee by resolution.

ITEM NO. 19.

Bylaws Page 4 of 18 Amended July 17, 2019
Section 6. Quorum.

At any meeting, the presence in person or by approved teleconference by the Director or alternate of a majority of the Members shall constitute a quorum for the transaction of business.

Section 7. Adjourned Meetings.
(a) Adjournment.

Any meeting of the Board of Directors may be adjourned from time to time by the vote of a majority of the Directors present.
(b) Notice.

When any meeting of the Board of Directors is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

Except as specifically provided herein, or by the Ralph M. Brown Act, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.

Section 8. Voting.

Unless a record date for voting purposes is fixed by the Executive Committee, Members that are Members on the day of the meeting of the Board of Directors shall be entitled to vote at such meeting. Such vote may be by voice vote or ballot; provided, however, that all elections for officers or members of the Executive Committee must be by ballot upon demand made by a Director at any election and before the voting begins. If a quorum is present, the affirmative vote of the majority of the Members represented at the meeting shall be the act of the Board, unless the vote of a greater number is required by the Agreement creating the Authority or by statute. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, provided that any action taken is approved by a number of Directors at least equal to a majority (or greater number if required) of the number required for a quorum for such meeting. Every Member shall have one vote to be exercised by its Director. If one person has been duly appointed by more than one Member as the Director representing those Members, said person shall have the right to cast votes equal to the number of Members for which he or she has been appointed as Director.

ITEM NO. 19.

Bylaws Page 5 of 18 Amended July 17, 2019
Ballots shall have imprinted on them, the name of the Member on whose behalf a ballot is cast.

Ballots shall be open to inspection and public disclosure. A Director has the right to change his or her vote up to the time the vote is finally announced and thereafter only with permission of the Board of Directors prior to adjournment. No Director may change his or her vote, nor may anyone challenge the vote of any Director after the results have been announced, except by the consent of the Board of Directors, and then only prior to adjournment of the meeting at which the vote was cast. Written proxies or powers of attorney casting the vote for any Director, directing any Director to vote in a particular fashion, or acting in the place and stead of any Director, are not acceptable. The vote of each Director or his or her alternate shall not be challenged on the basis that said Director or alternate voted contrary to the express will of the legislative body of the Member for which he or she acts.

Section 9. Inspectors of Election.
(a) Appointment.

In advance of any meeting of the Board of Directors, the Executive Committee may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the President, or Vice President in his or her absence, may, and on the request of any Director or alternate, shall make such appointment at the meeting. The number of inspectors shall be either one (1) or three (3), at least one of whom shall be a member of the Board of Directors. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may, and on the request of any Director, shall be filled by appointment by the Executive Committee in advance of the meeting, or at the meeting by the President, or the Vice President in his or her absence. (b) Duties.

The duties of such inspectors shall include: Determining the current number of Members, the Members represented at the meeting, and the existence of a quorum; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes

ITEM NO. 19.

Bylaws Page 6 of 18 Amended July 17, 2019
or consents; determining when the polls shall close; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all Members. (c) Procedure.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. The decision, act or certificate of a majority of the inspectors shall be effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III - EXECUTIVE COMMITTEE
Section 1. Number of Members.

The authorized number of members of the Executive Committee shall be nine (9), until and unless changed by amendment of this Section, duly adopted by the vote or written consent of a majority of the Board of Directors, and subject to the limitations in the Agreement creating the Authority.

Section 2. Composition, Selection and Term of Office.

The Executive Committee shall consist of the President, Vice President and seven other members elected by the Board of Directors from the members of the Board.

The terms of office of the Executive Committee members shall be for a term of two years or until he or she resigns or is removed or otherwise disqualified to serve. Members of the Executive Committee shall hold office until their successors are elected.

The President, or in his or her absence, the Vice President, shall serve as Chairperson of the Executive Committee.

Section 3. Vacancies.
(a) Creation of Vacancies.

ITEM NO. 19.

Bylaws Page 7 of 18 Amended July 17, 2019
A vacancy or vacancies in the Executive Committee shall be deemed to exist in case of the death, resignation, expiration of term, termination of membership on the Board of Directors, removal of any Executive Committee member by the Board of Directors, declaration of unsound mind by order of court, conviction of a felony, increase in the authorized number of members by amendment of the Agreement creating the Authority, or if the Board of Directors fail, at any annual or special meeting of the Board at which any members of the Executive Committee are elected, to elect the full authorized number of Executive Committee members to be voted for at that meeting. A vacancy in the Executive Committee may further be created by removal of any member by the Executive Committee when such member has been absent from two or more regular meetings of the Executive Committee without advance excuse approved by the Executive Committee during any one year (from July 1 to June 30), and the Executive Committee determines, after reviewing the circumstances of said absences, that such member should be removed.
(b) Vacancies Filled by Executive Committee.

Vacancies in the Executive Committee, except for a vacancy created by the removal of an Executive Committee member, may be filled by appointment by a majority of the remaining members of the Executive Committee, though less than a quorum, or by a sole remaining member of the Executive Committee, and each member so appointed shall hold office until the expiration of the term of the vacated seat. (c) Vacancies Filled by Board of Directors.

The Board of Directors may elect a member of the Executive Committee at any time to fill any vacancy or vacancies or seat filled on an interim basis by the Executive Committee. A vacancy in the Executive Committee created by the removal of a member by the Board of Directors may be filled only by the vote of a majority of the Directors present at a duly held meeting of the Board of Directors.

Section 4. Resignation.

Any Executive Committee member may resign effective upon written notice to the President, the Vice President, the Secretary or the Board of Directors of the Authority, unless the notice

ITEM NO. 19.

Bylaws Page 8 of 18 Amended July 17, 2019
specifies a later time for the effectiveness of such resignation. A vacancy created by such resignation shall be filled pursuant to Article III, Section 3.

Section 5. Removal of Executive Committee or its Individual Members by Board of Directors.

The entire Executive Committee or any of its individual members may be removed from office by a two-thirds vote of the Directors present at a duly held meeting of the Board of Directors.

Section 6. Regular Meetings.
(a) Regular Meetings.

The Executive Committee shall hold a regular monthly meeting. In the event a meeting date falls on a holiday or conflicts with another activity of the Authority or its Members, the President and Chief Executive Officer may confer, and the President will reschedule the monthly meeting to a more convenient date, giving notice to all Members. (b) Call and Notice.

No further call or notice of regular meetings need be given, except as is required to comply with the Ralph M. Brown Act, California Government Code Section 54950 et seq.

Section 7. Special Meetings.
(a) Call.

Special meetings of the Executive Committee for any purpose or purposes may be called at any time by the President, the Vice President, the Secretary, any two members of the Executive Committee, or the Chief Executive Officer.
(b) Notice.

Notice of the time and place of special meetings shall be given in writing to the members of the Executive Committee, delivered personally, by mail, email, or other approved method of delivery to each member at least 24 hours before the time of such meeting.

ITEM NO. 19.

Bylaws Page 9 of 18 Amended July 17, 2019
Such notice shall specify the business to be transacted at the meeting and no business other than that specified in the notice shall be transacted at that meeting. Said notice shall be given in compliance with the Ralph M. Brown Act, California Government Code Section 54950 et seq.

Section 8. Actions at Meetings.

The President, or in his or her absence, the Vice President shall serve as the Chairperson of the Executive Committee. The presence of a majority of the authorized number of Executive Committee members at a meeting constitutes a quorum for the transaction of business, except as hereinafter provided. Members of the Executive Committee may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another; such participation in a meeting constitutes presence in person at such meeting. Every act or decision done or made by a majority of the Executive Committee members present at a meeting duly held at which a quorum is present shall be regarded as the act of the Executive Committee, unless a greater number is required by law, by the Agreement creating the Authority, or by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of members, provided that any action taken is approved by a number of members at least equal to a majority (or greater number if required) of the number required for a quorum for such meeting.

Section 9. Adjourned Meetings.
(a) Adjournment.

A quorum of the members of the Executive Committee may adjourn any Executive Committee meeting to a stated day, hour and place; provided, however, that in the absence of a quorum, a majority of the Executive Committee members present at any meeting may adjourn from time to time to a time not later than the time fixed for the next regular meeting of the Executive Committee.
(b) Notice of Adjournment.

ITEM NO. 19.

Bylaws Page 10 of 18 Amended July 17, 2019
If a meeting is adjourned for more than 24 hours, at least 24-hours written notice of such adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Executive Committee members who were not present at the time of adjournment. Otherwise, notice of the time and place of holding an adjourned meeting need not be given if the time and place are fixed at the time of adjournment, except that the provisions of the Ralph M. Brown Act, California Government Code Sections 54950 et seq., shall be complied with.

ARTICLE IV – CLAIMS COMMITTEE
Section 1. Composition.

The Claims Committee shall be composed of each member of the Executive Committee, the Managers Committee Chair, and the Finance Officers Committee Chair.

Section 2. Meetings.

The President shall appoint an Executive Committee member to serve as the Chair of the Claims Committee. The Chair, or in his or her absence the President, shall preside over the meetings.

The presence of a majority of the authorized number of Claims Committee members at a meeting constitutes a quorum for the transaction of business, except as hereinafter provided. Members of the Claims Committee may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another; such participation in a meeting constitutes presence in person at such meeting.

Every act or decision done or made by a majority of the Claims Committee members present at a meeting duly held at which a quorum is present shall be regarded as the act of the Claims Committee, unless a greater number is required by law, by the Agreement creating the Authority, or by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of members, provided that any action taken is approved by a number of members at least equal to a majority of the number required for a quorum for such meeting.

ARTICLE V - ADVISORY COMMITTEES

ITEM NO. 19.

Bylaws Page 11 of 18 Amended July 17, 2019
Section 1. Managers Committee.

Pursuant to the Agreement creating the Authority, the Managers Committee shall be composed of one representative from each Member, who shall be the City Manager, City Administrator or the Chief Executive Officer of that Member. An alternate may be designated in writing to serve in place of and may vote for that representative in his or her absence. At any meeting, the presence in person or by approved teleconference of at least seven Managers or alternates shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Committee members present at any meeting may adjourn from time to time to a time not later than the time fixed for the next regular meeting of the Committee.

Section 2. Finance Officers Committee.

Pursuant to the Agreement creating the Authority, the Finance Officers Committee shall be composed of one representative from each Member, who shall be the Finance Director or Chief Finance Officer of that Member. An alternate may be designated in writing to serve in place of and may vote for that representative in his or her absence. At any meeting, the presence in person or by approved teleconference of at least seven Finance Officers or alternates shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Committee members present at any meeting may adjourn from time to time to a time not later than the time fixed for the next regular meeting of the Committee.

Section 3. Risk Managers Committee.

Pursuant to the Agreement creating the Authority, the Risk Managers Committee shall be composed of one representative from each Member, who shall be the Risk Manager or risk officer of that Member. An alternate may be designated in writing to serve in place of and may vote for that representative in his or her absence. At any meeting, the presence in person or by approved teleconference of at least seven Risk Managers or alternates shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Committee members present at any meeting may adjourn from time to time to a time not later than the time fixed for the next regular meeting of the Committee.

ITEM NO. 19.

Bylaws Page 12 of 18 Amended July 17, 2019
Section 4. Underwriting Committee.

Pursuant to the Agreement creating the Authority, the Underwriting Committee shall be composed of the Managers Committee Chair and Vice Chair, the Finance Officers Committee Chair and Vice Chair, and the Chief Executive Officer of the Authority. Three representatives shall constitute a quorum. In the absence of a quorum, a majority of the Committee members present at any meeting may adjourn.

Section 5. Other Committees
Other committees may be created by the Executive Committee for the purpose of providing specialized advice to the Executive Committee on the subject matter brought before it. The committee’s purpose, composition, quorum requirements, and meeting schedule may be defined by the Executive Committee or delegated by the Executive Committee to the advisory committee itself.

Section 6. Meetings.

Such Committees shall meet from time to time and shall elect their respective Chairpersons, Vice Chairpersons and other officers as deemed necessary by them. All meetings shall be noticed in compliance with the Ralph M. Brown Act, California Government Code Section 54950, et seq.

ARTICLE VI - OFFICERS AND EMPLOYEES
Section 1. Officers.

The officers of the Authority shall be a President, a Vice President, a Secretary, and a Treasurer.

The Executive Committee may, in addition, provide for other officers as it deems necessary for the performance of the business of the Authority.

Section 2. Election and Term of Office.

The President and Vice President of the Authority shall be elected by the Board of Directors at its annual meeting, and each shall hold office for a term of two years or until he or she resigns or is removed or otherwise disqualified to serve, and until his or her successor is elected.

ITEM NO. 19.

Bylaws Page 13 of 18 Amended July 17, 2019
Section 3. Other Officers and Employees.

The Executive Committee shall appoint, or may empower the President to appoint, subject to ratification by the Executive Committee, all officers other than the President and Vice President.

Except as may otherwise be provided in the Agreement creating the Authority or the Bylaws, such officers shall hold office until replaced by action of the Executive Committee. The Executive Committee shall also appoint a Chief Executive Officer and Authority Attorney who shall serve at the pleasure of the Executive Committee or for such term as the Executive Committee may provide by agreement. All officers and employees shall have such authority and perform such duties as are provided in the Agreement creating the Authority, or the Bylaws or as the Executive Committee may from time to time determine. The Executive Committee may provide for the payment of compensation to officers or employees for their services to the Authority.

Section 4. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification, expiration of term, or any other cause shall be filled in the manner prescribed in the Agreement creating the Authority and the Bylaws for regular appointments to such office.

Section 5. Removal and Resignation.
(a) Removal.

The President, Vice President or any Executive Committee member may be removed, without cause, by the Board of Directors, at any regular or special meeting thereof. An officer chosen by the Executive Committee may be removed, without cause, by the Executive Committee or by any officer upon whom such power of removal may be conferred by the Executive Committee, (subject, in each case, to the rights, if any, of an officer under any contract of employment).
(b) Resignation.

Any officer may resign at any time by giving written notice to the Executive Committee or to the President, or to the Secretary of the Authority, without prejudice, however, to the rights, if any, of the Authority under any contract to which such officer is a party.

ITEM NO. 19.

Bylaws Page 14 of 18 Amended July 17, 2019
Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. President.

The President shall preside at all meetings of the Board of Directors and the Executive Committee. He or she shall be a member of all of the Executive Committee standing committees and shall have the powers and duties as may be prescribed by the Board of Directors, the Agreement creating the Authority, or the Bylaws.

Section 7. Vice President.

In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the Bylaws.

Section 8. Secretary.

The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal executive office or such other place as the Executive Committee may order, a permanent record of minutes of actions taken at all meetings of the Board of Directors and Executive Committee, whether regular or special, (and, if special, how authorized), the notice thereof given, the names of those present at the meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the Authority a list of all designated Directors and alternates of each Member.

The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors and of the Executive Committee required by the Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Executive Committee, the Agreement creating the Authority, or by the Bylaws.