Agenda packet — Los Gatos City Council, January 20, 2026 (part 2 of 4)

ITEM NO. 12.
1 of 2
Chavan & Associates, LLP. – Third Amendment
3 rd AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 26th day of January, 2026 and amends that certain agreement for Auditing Services dated 1/12/2022, made by and between the Town of Los Gatos, ("Town,") and the Chavan & Associates, LLP. (“Consultant.”)

RECITALS
A. Town and Consultant entered into an Auditing Services Agreement on 1/12/2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 4 to this Amendment.

B. Town and Consultant entered into a 1st Amendment to the Agreement on 4/2/2024, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 3 to this Amendment.

C. Town and Consultant entered into a 2nd Amendment to the Agreement on 2/12/25, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 2 to this Amendment.

D. Town desires to amend the Agreement to update the term and time of performance and compensation sections.

AMENDMENT

1. Section 2.2, “Term and Time of Performance is amended to read this contract will remain in effect from 01/01/22 to 01/31/27.

2. Section 2.6, “Compensation” is amended to read Compensation for the consultant’s professional services will be increased by $59,000 for a total agreement that shall not exceed $248,000, inclusive of all costs. 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.

Attachment 1

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ITEM NO. 12.
2 of 2
Chavan & Associates, LLP. – Third Amendment
Town of Los Gatos Approved as to Consent:

By: _______________________________ By: ___________________________ Chris Contantin, Town Manager Chavan & Associates, LLP
Department Approval:
_______________________________________
Kristina Alfaro
Administrative Services Director
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk

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ITEM NO. 12.

Page | 1 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
December 7, 2025
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
We are pleased to confirm our understanding of the services we are to provide for the Town of Los Gatos (the “Town”) for the fiscal year ending June 30, 2026. We will audit the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the Town and the related notes to the financial statements, which collectively comprise the Town’s basic financial statements. In addition, we will audit the Town’s compliance over major federal award programs, and perform the services as noted in Exhibit A, as applicable each fiscal year. We are pleased to confirm our acceptance of this audit engagement by means of this letter.

Our audits will be conducted with the objectives of our expressing an opinion on each opinion unit and an opinion on compliance regarding the entity’s major federal award programs. The objectives of our audit of the financial statements are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (GAAS) and in accordance with Government Auditing Standards (GAGAS), will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

The objectives of our compliance audit are to obtain sufficient appropriate audit evidence to form an opinion and report at the level specified in the governmental audit requirement about whether the entity complied in all material respects with the applicable compliance requirements and identify audit and reporting requirements specified in the governmental audit requirement that are supplementary to GAAS and Government Auditing Standards, if any, and perform procedures to address those requirements.

Accounting principles generally accepted in the United States of America, (U.S. GAAP), as promulgated by the Governmental Accounting Standards Board (GASB), require that the items noted below be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the GASB, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the required supplementary information (RSI) in accordance with auditing standards generally accepted in the United States of America, (U.S. GAAS). These limited procedures will consist primarily of inquiries of management regarding their methods of ATTACHMENT 2

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ITEM NO. 12.

Page | 2 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
measurement and presentation and comparing the information for consistency with management’s responses to our inquiries. We will not express an opinion or provide any form of assurance on the RSI. The following RSI is required by U.S. GAAP and will be subjected to certain limited procedures but will not be audited:

1. Management’s discussion and analysis.

2. Major fund budget to actual schedules.

3. Pension schedules.

4. Other postemployment benefit schedules.

Supplementary Information Other than RSI
Supplementary information other than RSI will accompany the Town’s basic financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the basic financial statements and perform certain additional procedures, including comparing and reconciling the supplementary information to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with U.S. GAAS.

We intend to provide an opinion on the following supplementary information in relation to the financial statements as a whole:

1. Nonmajor governmental fund combining balance sheets and statements of revenues, expenditures and changes in fund balances.

2. Nonmajor budgetary comparison schedules.

3. Proprietary funds combining balance sheets and statements of revenues, expenditures and changes in net position, and cash flows, as applicable.

4. Fiduciary fund statements, as applicable.

Also, the document we submit to you will include the following other additional information that will not be subjected to the auditing procedures applied in our audit of the basic financial statements:

1. ACFR introductory section.

2. Statistical tables.

Schedule of Expenditures of Federal Awards
We will subject the schedule of expenditures of federal awards to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling the schedule to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with auditing standards generally accepted in the United States of America. We intend to provide an opinion on whether the schedule of expenditures of federal

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ITEM NO. 12.

Page | 3 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
awards is presented fairly in all material respects in relation to the financial statements as a whole.

Data Collection Form
Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is management’s responsibility to submit a reporting package including financial statements, schedule of expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along with the Data Collection Form to the federal audit clearinghouse.

The financial reporting package must be text searchable, unencrypted, and unlocked. Otherwise, the reporting package will not be accepted by the federal audit clearinghouse. We will assist you in the electronic submission and certification. You may request from us copies of our report for you to include with the reporting package submitted to pass-through entities.

The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our auditors’ reports or nine months after the end of the audit period, unless specifically waived by a federal cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors in assessing programs at a higher risk.

Auditor Responsibilities
We will conduct our audit in accordance with GAAS and in accordance with Government Auditing Standards. As part of an audit in accordance with GAAS and in accordance with Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of controls.
 Obtain an understanding of the system of internal control in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.2 However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial

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ITEM NO. 12.

Page | 4 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
statements represent the underlying transactions and events in a manner that achieves fair presentation.
 Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Town’s ability to continue as a going concern for a reasonable period of time.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements or noncompliance may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards of the Comptroller General of the United States of America. Please note that the determination of abuse is subjective and Government Auditing Standards does not require auditors to detect abuse.

Our responsibility as auditors is limited to the period covered by our audit and does not extend to any other periods.

Compliance with Laws and Regulations
As previously discussed, as part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we will perform tests of [Entity Name]’s compliance with the provisions of applicable laws, regulations, contracts, and agreements.

However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion.

Audit of Major Program Compliance
Our audit of the Town’s major federal award program(s) compliance will be conducted in accordance with the requirements of the Single Audit Act, as amended; and the provisions of U.S. Office of Management and Budget’s (OMB) Uniform Guidance; and will include tests of accounting records, a determination of major programs in accordance with Uniform Guidance, and other procedures we consider necessary to enable us to express such an opinion on major federal award program compliance and to render the required reports. We cannot provide assurance that an unmodified opinion on compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or withdraw from the engagement.

The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether material noncompliance with applicable laws and regulations, the provisions of contracts and grant agreements applicable to major federal award programs, and the applicable compliance requirements occurred, whether due to fraud or error, and express an opinion on the entity’s compliance based on the audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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ITEM NO. 12.

Page | 5 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Noncompliance with the compliance requirements is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the entity’s compliance with the requirements of the federal programs as a whole.

As part of a compliance audit in accordance with GAAS and in accordance with Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks.

Our procedures will consist of determining major federal programs and, performing the applicable procedures described in the U.S. Office of Management and Budget OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the entity’s major programs, and performing such other procedures as we considers necessary in the circumstances. The purpose of those procedures will be to express an opinion on the entity’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance.

Also, as required by the Uniform Guidance, we will obtain an understanding of the entity’s internal control over compliance relevant to the audit in order to design and perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each of the entity’s major federal award programs. Our tests will be less in scope than would be necessary to render an opinion on these controls and, accordingly, no opinion will be expressed in our report. However, we will communicate to you, regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we have identified during the audit.

We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the entity’s major federal award programs, and a report on internal controls over compliance that will report any significant deficiencies and material weaknesses identified; however, such report will not express an opinion on internal control.

Management’s Responsibilities
Our audit will be conducted on the basis that management acknowledge and understand that they have responsibility:

1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America;

2. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements;

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ITEM NO. 12.

Page | 6 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com

3. For identifying, in its accounts, all federal awards received and expended during the period and the federal programs under which they were received;

4. For maintaining records that adequately identify the source and application of funds for federally funded activities;

5. For preparing the schedule of expenses of federal awards (including notes and noncash assistance received) in accordance with the Uniform Guidance requirements;

6. For designing, implementing, and maintaining effective internal control over federal awards that provides reasonable assurance that the entity is managing federal awards in compliance with federal statutes, regulations, and the terms and conditions of the federal awards;;

7. For identifying and ensuring that the Town complies with laws, regulations, grants, and contracts applicable to its activities and its federal award programs and implementing systems designed to achieve compliance with applicable laws, regulations, grants, and contracts applicable to activities and its federal award programs;

8. For disclosing accurately, currently, and completely the financial results of each federal award in accordance with the requirements of the award;

9. For identifying and providing report copies of previous audits, attestation engagements, or other studies that directly relate to the objectives of the audit, including whether related recommendations have been implemented;

10. For taking prompt action when instances of noncompliance are identified;

11. For addressing the findings and recommendations of auditors, for establishing and maintaining a process to track the status of such findings and recommendations and taking corrective action on reported audit findings from prior periods and preparing a summary schedule of prior audit findings;

12. For following up and taking corrective action on current year audit findings and preparing a corrective action plan for such findings;

13. For submitting the reporting package and data collection form to the appropriate parties;

14. For making the auditor aware of any significant vendor / contractor relationships where the vendor / contractor is responsible for program compliance;

15. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements, and relevant to federal award programs, such as records, documentation, and other matters; b. Additional information that we may request from management for the purpose of the audit; and
c. Unrestricted access to persons within the Town from whom we determine it necessary to obtain audit evidence.
d. A written acknowledgement of all the documents that [management] expects to issue that will be included in the annual report and the planned timing and method of issuance of that annual report;4 and
e. A final version of the annual report (including all the documents that, together, comprise the annual report) in a timely manner prior to the date of the auditor’s report.

16. For including the auditor’s report in any document containing basic financial statements that indicates that such basic financial statements have been audited by the Town’s auditor;

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ITEM NO. 12.

Page | 7 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com

17. For adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the current year period(s) under audit are immaterial, both individually and in the aggregate, to the financial statements as a whole;

18. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;

19. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;

20. For informing us of any known or suspected fraud affecting the Town involving management, employees with significant role in internal control and others where fraud could have a material effect on compliance and the financials;

21. For the accuracy and completeness of all information provided;

22. For taking reasonable measures to safeguard protected personally identifiable and other sensitive information; and

23. For confirming your understanding of your responsibilities as defined in this letter to us in your management representation letter.

With regard to the supplementary information and schedule of expenditures of federal awards (SEFA) referred to above, you acknowledge and understand your responsibility (a) for the preparation of the supplementary information and SEFA in accordance with the applicable criteria, (b) to provide us with the appropriate written representations regarding the supplementary information and SEFA, (c) to include our report on the supplementary information and the SEFA in any document that contains the supplementary information and that indicates that we have reported on such supplementary information and the SEFA, and (d) to present the supplementary information and the SEFA with the audited financial statements, or if the supplementary information and the SEFA will not be presented with the audited financial statements, to make the audited financial statements readily available to the intended users of the supplementary information and the SEFA no later than the date of issuance by you of the supplementary information and the SEFA and our reports thereon.

As part of our audit process, we will request from management, written confirmation concerning representations made to us in connection with the audit. We understand that your employees will prepare all confirmations we request and will locate any documents or invoices selected by us for testing.

If you intend to publish or otherwise reproduce the financial statements and make reference to our firm, you agree to provide us with printers’ proofs or masters for our review and approval before printing. You also agree to provide us with a copy of the final reproduced material for our approval before it is distributed.

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ITEM NO. 12.

Page | 8 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Audit Administration and Fees
Our all-inclusive maximum fee for these services will be as follows (see Exhibit A):

Fiscal year ending June 30, 2026 $55,000
Our fees include out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.).

Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit as follows:

Engagement Partner $300 per hour
Associate Partner $250 per hour
Manager $200 per hour
Senior Auditor $150 per hour
Staff Auditor $125 per hour
Administrative $100 per hour
Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes thirty days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report.

You will be obligated to compensate us for all time expended and to reimburse us for all out-ofpocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If cooperation is not provided as anticipated and at a level that hinders the progress of the services to be provided, we retain the right to terminate the contract for cause with thirty (30) days’ notice. During that time, the Town will have the opportunity to provide the cooperation required to complete the audit and C&A may rescind the cancellation.

If the services to be performed by C&A are not performed in an acceptable manner to the Town, the Town may cancel this contract for cause by providing notice to C&A, giving at least thirty (30) days’ notice of the proposed cancellation and the reasons for same. During that time period, C&A may seek to bring the performance of services to a level that is acceptable to the Town, and the Town may rescind the cancellation if such action is in Town’s best interest. Notwithstanding the above provisions, the Town may, upon the expiration of thirty (30) days written notice to C&A, terminate the agreement at will. Payment for services or goods received prior to termination shall be made by the Town provided those goods or services were provided in a manner acceptable to the Town. Payment for those goods and services shall not be unreasonably withheld.

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ITEM NO. 12.

Page | 9 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Sheldon Chavan, CPA, is the engagement partner for the audit services specified in this letter.

His responsibilities include supervising Chavan & Associates LLP’s services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the audit report.

Other Matters
During the course of the engagement, we may communicate with you or your personnel via fax or e-mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

Regarding the electronic dissemination of audited financial statements, including financial statements published electronically on your Internet website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document.

The audit documentation for this engagement is the property of Chavan & Associates LLP and constitutes confidential information. However, we may be requested to make certain audit documentation available to state and federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or regulation, or to peer reviewers. If requested, access to such audit documentation will be provided under the supervision of Chavan & Associates LLP’s personnel. Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and regulators. The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies. We agree to retain our audit documentation or work papers for a period of at least seven years from the date of our report.

We will be available during the year to consult with you on financial management and accounting matters of a routine nature. You agree to inform us of facts that may affect the financial statements of which you may become aware during the period from the date of the auditor’s report to the date the financial statements are issued. In accordance with the requirements of Government Auditing Standards, a copy of our latest external peer review report of our firm is available upon request or on our website.

During the course of the audit, we may observe opportunities for economy in, or improved controls over, your operations. We will bring such matters to the attention of the appropriate level of management, either orally or in writing.

Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement letter, you affirm that you have all the data and records required to make your books and records complete.

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ITEM NO. 12.

Page | 10 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Nonattest Services
With respect to any nonattest services we perform, the Town’s management is responsible for (a) making all management decisions and performing all management functions; (b) assigning a competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities.

Nonattest services include the preparation of the audited financial statements, note disclosures, supplemental information (as noted above), the schedule of expenditures of federal awards, the data collection form, the state controller’s annual reports; statistical schedules that are derived from the audited financial statements. These items will be prepared from information prepared and provided by the Town during our audit, such as the Town’s trial balance.

We will not assume management responsibilities on behalf of the Town. However, we will provide advice and recommendations to assist management in performing its responsibilities.

Our responsibilities and limitations of the engagement are as follows:
 We will perform the services in accordance with applicable professional standards, including GAAS, GAGAS and Uniform Guidance as previously noted.  The nonattest services are limited to the services previously outlined. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining account coding and approving journal entries. Our firm will advise the Town with regard to the nonattest services provided, but the Town must make all decisions with regard to those matters.

Government Auditing Standards require that we document an assessment of the skills, knowledge, and experience of management, should we participate in any form of preparation of the basic financial statements and related schedules or disclosures as these actions are deemed a non-audit service.

Reporting
We will issue a written report upon completion of our audit of the Town’s basic financial statements. Our report will be addressed to the Town Council. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit.

Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph(s) to our auditor’s report, or if necessary, withdraw from the engagement. If our opinions on the basic financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement.

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ITEM NO. 12.

Page | 11 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
In accordance with the requirements of Government Auditing Standards, we will also issue a written report describing the scope of our testing over internal control over financial reporting and over compliance with laws, regulations, and provisions of grants and contracts, including the results of that testing. However, providing an opinion on internal control and compliance over financial reporting will not be an objective of the audit and, therefore, no such opinion will be expressed.

At the conclusion of our audit engagement, we will communicate to management and the Council the following significant items from the audit:
 Our view about the qualitative aspects of the Town’s significant accounting practices;  Significant difficulties, if any, encountered during the audit;  Uncorrected misstatements, other than those we believe are trivial, if any;  Disagreements with management, if any;
 Other findings or issues, if any, arising from the audit that are, in our professional judgment, significant and relevant to those charged with governance regarding their oversight of the financial reporting process;
 Material, corrected misstatements that were brought to the attention of management as a result of our audit procedures;
 Representations we requested from management;
 Management’s consultations with other accountants, if any; and  Significant issues, if any, arising from the audit that were discussed, or the subject of correspondence, with management.

If the foregoing is in accordance with your understanding, please indicate your agreement by signing this letter and emailing it to us at [email protected]. If you have any questions, please let us know.

We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.

Very truly yours,
Sheldon Chavan, CPA, Managing Partner
Chavan & Associates, LLP

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ITEM NO. 12.

Page | 12 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
RESPONSE:

This letter correctly sets forth the understanding of the Town of Los Gatos.

Signature:

Title:

Date:

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ITEM NO. 12.

Page | 13 16450 Monterey Road, Ste. 5, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Exhibit A
Services Hours 2026
Town Audit 340 $ 36,000
Single Audit 30 3,000
GANN Limit 4 500
ACFR Preparation 48 6,000
Consulting, Updates and Guidance N/A Included
Present Reports to Board and Committees N/A Included
Conversion Entries N/A Included
Subtotal Base Audit 422 45,500
Annual Financial Transactions Report 16 2,500
TDA Audit 32 4,000
Measure G AUP 24 3,000
Total All-Inclusive Maximum Price 494 $ 55,000

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ITEM NO. 12.
1 of 2
Chavan & Associates, LLP. – Second Amendment
2 nd AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 12 th day of February,
2025 and amends that certain agreement for Auditing Services dated 1/12/2022, made by and between the Town of Los Gatos, ("Town,") and the Chavan & Associates, LLP. (“Consultant.”)

B. Town and Consultant entered into a 1st Amendment to the Agreement on 4/2/2024, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 4 to this Amendment.

C. Town desires to amend the Agreement to update the scope of work, term and time of performance, and compensation sections.

AMENDMENT

1. Section 2.1, “Scope of Services” is amended to include the additional services described in that certain proposal sent to the Town on October 8, 2021, Engagement Letter dated March 25, 2024, Engagement Letter dated October 7, 2024, and Engagement Letter dated December 19, 2024, which is hereby incorporated by reference and included as attachments 5, 4, 3, and 2, respectively.

2. Section 2.2, “Term and Time of Performance is amended to read this contract will remain in effect from 01/01/22 to 01/31/26.

3. Section 2.6, “Compensation” is amended to read Compensation for the consultant’s professional services will be increased by $56,500 for a total agreement that shall not exceed $189,000, inclusive of all costs. Payment shall be based upon Town approval of each task.

4. 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.

Attachment 3

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ITEM NO. 12.
2 of 2
Chavan & Associates, LLP. – Second Amendment
Town of Los Gatos Approved as to Consent:

By: _______________________________ By: ___________________________ Chris Contantin, Town Manager Chavan & Associates, LLP
Department Approval:
_______________________________________
Gitta Ungvari
Director of Finance
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk

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ITEM NO. 12.
1 of 2
Chavan & Associates, LLP. – First Amendment
1st AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 2nd day of April, 2024 and amends that certain agreement for Auditing Services dated 1/12/2022, made by and between the Town of Los Gatos, ("Town,") and the Chavan & Associates, LLP. (“Consultant.”)

B. Town desires to amend the Agreement to update the scope of work and compensation sections.

AMENDMENT

1. Section 2.1, “Scope of Services” is amended to include the additionalservices described in that certain proposal sent to the Town on October 8, 2021 and Engagement letter dated March 25,2024, which is hereby incorporated by reference and included as attachments 1 and 2, respectively.

2. Section 2.6, “Compensation” is amended to read Compensation for the consultant’s professional services will be increased by $15,500 for total agreement thatshall not exceed $132,500, inclusive of all costs. 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 Chavan & Associates, LLP
Department Approval:
_______________________________________
Gitta Ungvari
Director of Finance
DocuSign Envelope ID: EBB2886B-AF0D-4565-A90D-225839A6BB75 4/3/2024
4/3/2024
4/8/2024

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ITEM NO. 12.
2 of 2
Chavan & Associates, LLP. – First Amendment
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk DocuSign Envelope ID: EBB2886B-AF0D-4565-A90D-225839A6BB75 4/8/2024 4/9/2024

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ITEM NO. 12.

Page | 1 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
March 25, 2024
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
We are pleased to confirm our understanding of the services we are to provide for the Town of Los Gatos (the “Town”) for the fiscal years ending June 30, 2017, 2020, 2021, 2022 and 2024.

We will audit the Transportation Development Act (TDA) financial statements and the related notes to the TDA financial statements for each fiscal year then ended. This includes the annual fiscal audit as required by PUC Section 99245. Our audit will be conducted with the objective of our expressing an opinion on each opinion unit and an opinion on compliance regarding the Town’s compliance with the regulations of the Transportation Development Act, including section 6666 of Title 21, of the California Code of Regulations, and the allocation instructions and resolutions of the Metropolitan Transportation Commission.

Audit of the Financial Statements
We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (U.S. GAAS), and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America (GAGAS). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. If appropriate, our procedures will therefore include tests of documentary evidence that support the transactions recorded in the accounts. As part of our audit process, we will request written representations from your attorneys, and they may bill you for responding. At the conclusion of our audit, we will also request certain written representations from you about the financial statements and related matters.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements or noncompliance (whether caused by errors, fraudulent financial reporting, misappropriation of assets, detected abuse, or violations of laws or governmental regulations) may not be detected exists, even though the audit is properly planned and performed in accordance with U.S. GAAS and Government Auditing Standards of the Comptroller General of the United States of America. Please note that the Attachment 2
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ITEM NO. 12.

Page | 2 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
determination of abuse is subjective and Government Auditing Standards does not require auditors to detect abuse.

In making our risk assessments, we consider internal control relevant to the Town’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Town’s internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. Our responsibility as auditors is limited to the period(s) covered by our audit and does not extend to any other periods.

We will issue a written report upon completion of our audit of the Town’s basic financial statements. Our report will be addressed to the governing body of the Town. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add emphasis-of-matter or other-matter paragraphs. If our opinions on the basic financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement.

In accordance with the requirements of Government Auditing Standards, we will also issue a written report describing the scope of our testing over internal control over financial reporting and over compliance with laws, regulations, and provisions of grants and contracts, including the results of that testing. However, providing an opinion on internal control and compliance over financial reporting will not be an objective of the audit and, therefore, no such opinion will be expressed. We also will perform tests and procedures required by the regulations of the Transportation Development Act, including section 6666 of Title 21, of the California Code of Regulations, and the allocation instructions and resolutions of the Metropolitan Transportation Commission.

Audit of TDA Compliance
Our audit of the Town’s compliance will be made in accordance with the requirements of the regulations of the Transportation Development Act, including section 6666 of Title 21, of the California Code of Regulations, and the allocation instructions and resolutions of the Metropolitan Transportation Commission; and will include tests of accounting records and other procedures we consider necessary to enable us to express such an opinion on TDA program compliance and to render the required reports. We cannot provide assurance that an unmodified opinion on compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or withdraw from the engagement.

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ITEM NO. 12.

Page | 3 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Management’s Responsibilities
Our audit will be conducted on the basis that management acknowledge and understand that they have responsibility:

1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America;

3. For identifying, in its accounts, all TDA awards received and expended during the period and the TDA programs under which they were received.

4. For maintaining records that adequately identify the source and application of funds for TDA funded activities;

5. For the design, implementation, and maintenance of internal control over TDA awards;

6. For establishing and maintaining effective internal control over TDA awards that provides reasonable assurance that the Town is managing TDA awards in compliance with section 6666 of Title 21, of the California Code of Regulations, and the allocation instructions and resolutions of the Metropolitan Transportation Commission;

7. For identifying and ensuring that the Town complies with laws, regulations, grants, and contracts applicable to its activities and its TDA award programs and implementing systems designed to achieve compliance with applicable laws, regulations, grants, and contracts applicable to activities and its TDA award programs;

8. For disclosing accurately, currently, and completely the financial results of each TDA award in accordance with the requirements of the award;

10. For taking prompt action when instances of noncompliance are identified;

12. For following up and taking corrective action on current year audit findings and preparing a corrective action plan for such findings;

13. For submitting the reporting package to the appropriate parties;

14. For making the auditor aware of any significant vendor / contractor relationships where the vendor / contractor is responsible for program compliance;

15. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements, and relevant to federal award programs, such as records, documentation, and other matters; DocuSign Envelope ID: EBB2886B-AF0D-4565-A90D-225839A6BB75

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ITEM NO. 12.

Page | 4 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
b. Additional information that we may request from management for the purpose of the audit; and
c. Unrestricted access to persons within the Town from whom we determine it necessary to obtain audit evidence.

16. For including the auditor’s report in any document containing basic financial statements that indicates that such basic financial statements have been audited by the Town’s auditor;

18. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;

19. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;

21. For the accuracy and completeness of all information provided;

22. For taking reasonable measures to safeguard protected personally identifiable and other sensitive information; and

23. For confirming your understanding of your responsibilities as defined in this letter to us in your management representation letter.

Audit Administration and Fees
Our all-inclusive maximum fee for these services will be as follows:

Fiscal year ending June 30, 2017 $2,500
Fiscal year ending June 30, 2020 (Program 1) $2,500
Fiscal year ending June 30, 2020 (Program 2) $2,500
Fiscal year ending June 30, 2021 $500
Fiscal year ending June 30, 2022 $2,500
Fiscal year ending June 30, 2024 $2,500 to $5,000
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ITEM NO. 12.

Page | 5 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Our fees include out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.).

Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit as follows:

Engagement Partner $175 per hour
Associate Partner $125 per hour
Manager $95 per hour
Senior Auditor $80 per hour
Staff Auditor $65 per hour
Administrative $50 per hour
Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes thirty days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report.

Sheldon Chavan, CPA, is the engagement partner for the audit services specified in this letter.

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ITEM NO. 12.

Page | 6 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Other Matters
During the course of the engagement, we may communicate with you or your personnel via fax or e-mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

With respect to any nonattest services we perform, the Town’s management is responsible for (a) making all management decisions and performing all management functions; (b) assigning a competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities.

Nonattest services include the preparation of the audited financial statements and note disclosures. These items will be prepared from information prepared and provided by the Town during our audit, such as the Town’s trial balance.

We will not assume management responsibilities on behalf of the Town. However, we will provide advice and recommendations to assist management in performing its responsibilities.

Our responsibilities and limitations of the engagement are as follows:
 We will perform the services in accordance with applicable professional standards, including GAAS and GAGAS.

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ITEM NO. 12.

Page | 7 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
 This engagement is limited to the services previously outlined. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining account coding and approving journal entries. Our firm will advise the Town with regard to the nonattest services provided, but the Town must make all decisions with regard to those matters.

In accordance with the requirements of Government Auditing Standards, a copy of our latest external peer review report of our firm is available upon request or on our website.

If the foregoing is in accordance with your understanding, please indicate your agreement by signing this letter and emailing it to us at [email protected] or follow the DocuSign link in the email provided. If you have any questions, please let us know.

We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.

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ITEM NO. 12.

Page | 8 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
Very truly yours,
Sheldon Chavan, CPA, Managing Partner
Chavan & Associates, LLP
RESPONSE:

This letter correctly sets forth the understanding of the Town of Los Gatos.

Signature:

Title:

Date:

DocuSign Envelope ID: EBB2886B-AF0D-4565-A90D-225839A6BB75

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on 01/12/22 by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and Chavan & Associates, LLP, ("Consultant"), whose address is 15105 Concord Circle, Suite 130, Morgan Hill CA 95037. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 The Town desire to engage Consultant to provide professional auditing services.

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

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

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

2.1 2.2

2.3 2.4

2.5 II. AGREEMENTS
Scope of Services. Consultant shall provide services as described in that certain proposal sent to the Town on October 8, 2021, which is hereby incorporated by reference and attached as Attachment 1.

Term and Time of Performance. This contract will remain in effect from 01/01/22 to 01/31/25.

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

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

Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and Chavan & Associates -Agreement for Auditing Services Page 1 of6 Attachment 5

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.

2.6 Compensation. Compensation for Consultant's professional services shall not exceed $117,000, inclusive of all costs. Payment shall be based upon Town approval of each task.

2. 7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

2.8 2.9
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town.

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

2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under Chavan & Associates -Agreement for Auditing Services Page2of6

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing.

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

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

Ill. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all Chavan & Associates -Agreement for Auditing Services Page3of6

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

3.2 3.3
certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement.

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

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

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

Chavan & Associates -Agreement for Auditing Services Page4of6

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

3.4 4.1

4.2 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.

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

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

4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the

4.4 4.5

4.6 Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

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

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

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

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Chavan & Associates -Agreement for Auditing Services
Chavan & Associates, LLP
Attn: Sheldon Chavan
15105 Concord Circle, Suite 130
Morgan Hill, CA 95037
Page5of6

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town.

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

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

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

Town of Los Gatos by:

DocuSigned by:
1/21/2022 ��ffi�67M'"Fr-___ ------------- Laurel Prevetti, Town Manager Recommended by:

DocuSigned by:

Rf'� {J,1AW"4 1/16/2022
fjrfe918�8�way, Finance Director
Approved as to Form:

DocuSigned by:
kvf lJJ; S clw1f ij
FE9038555B?11G ...

Robert Schultz, Town Attorney
Attest:

DocuSigned by:
5h
6 e1f�v1Nik MMc, cPMc
Town Clerk
1/21/2022
1/21/2022
Chavan & Associates - Agreement for Auditing Services
Consultant, by:

Chavan & Associates, LLP
1/13/2022

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E

TECHNICAL PROPOSAL FOR CONDUCTING

THE ANNUAL INDEPENDENT AUDIT
OF THE
TOWN OF Los GATOS
Submitted October 81 2021
•
Chavan & Associates, LLP
Certified Public Accountants
15105 Concord Circle, Suite 130
Morgan Hill, CA 95037
Phone:(650)346-1329
Fax: (408) 872-4159
E-mail: [email protected]
Contact: Sheldon Chavan, Partner

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ITEM NO. 12.

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Title
Transmittal Letter .............................................................................................................................................. ..

A. Independence, License to Practice in CA, and Firm Qualifications & Experience ...................................... ..

Independence ....................................................................................................................................... .

License to Practice in California ............................................................................................................ .

Contractor Identification and Introduction ......................................................................................... ..

Firm Size, Staff Size, Location and Staffing .......................................................................................... ..

Range of Services .................................................................................................................................. .

Contract Terminations and Affirmation Concerning Substandard Audit Work .................................... .

Equal Opportunity Employer ............................................................................................................... ..

Subcontractor ....................................................................................................................................... .

Business Licenses .................................................................................................................................. .

Insurance ............................................................................................................................................. ..

Quality Control Review ........................................................................................................................ ..

B. Partner, Supervisory and Staff Qualifications and Resumes ...................................................................... .

Sheldon Chavan, CPA, Managing Partner ............................................................................................ ..

Paul Pham, CPA, Partner ...................................................................................................................... .

Niru Machiraju, CPA, Audit Supervisor ................................................................................................. .

Andrew Quintero, Senior Auditor ........................................................................................................ .

Matthew Ojeda, Senior Auditor ........................................................................................................... .

Professional Education and Training .................................................................................................... .

C. Similar Engagements .................................................................................................................................. .

D. Specific Audit Approach ............................................................................................................................ ..

Phase I - Planning and Risk Assessment .............................................................................................. ..

Phase II - Substantive Audit Procedures and Compliance .................................................................... .

Phase Ill - Financial Statement Preparation and Review ...................................................................... .

Compliance and Program Specific Auditing ......................................................................................... ..

Recommendations for Improved Operations ...................................................................................... ..

Irregularities and Illegal Acts ............................................................................................................... ..

Control Risk Assessment ..................................................................................................................... ..

Analytical Procedures .......................................................................................................................... ..

Identification of Potential Audit Problems ........................................................................................... .

Resources Available for Standards Interpretations ............................................................................. ..

Summary of Audit Phases .................................................................................................................... ..

Summary of Team Assignments ........................................................................................................... .

Summary of Roles and Responsibilities ................................................................................................ .

Summary of Staff Hours by Phase ........................................................................................................ .

Summary Timeline ............................................................................................................................... ..

Audit Scope .......................................................................................................................................... .

E. Discussion of Relevant Accounting Issues .................................................................................................. .

F. Additional Information .............................................................................................................................. ..

Current Client List ................................................................................................................................ ..

Technology in the Audit ....................................................................................................................... .

Proposal Exceptions ............................................................................................................................ ..

C&A's Responsibility for Detecting Fraud ............................................................................................ ..

Attachments:

Attachment A-Most Recent External Quality Control Review Attachment B -Prepared by Client List
Attachment C -Proposal Warranties
Attachment D -Conflict of Interest Statement
Attachment E -Non-collusion Declaration
Attachment F -References
Attachment G -Statement Regarding Insurance Coverage and Worker's Compensation Insurance Ack. Certificate

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E • Chavan and Associates, llp
Certified Public Accountants
October 8, 2021
Gitta Ungvari, Finance and Budget Manager
Town of Los Gatos, Finance Department
110 E. Main Street
Los Gatos, CA 95030
We are pleased to have this opportunity to submit our proposal to provide auditing services for the Town of Los Gatos (the "Town"). Our understanding of the work outlined in the request for proposal is that we will audit the financial statements of the Town for fiscal years ending June 30, 2022, 2023 and 2024, with two option years.

Our audits will be performed in accordance with auditing standards generally accepted in the United States of America, the standards set forth for financial audits in the United States General Accounting Office's (GAO) Government Auditing Standards, the provisions of the Federal Single Audit Act of 1984 and the Single Audit Act Amendments of 1996; the U. S. Office of Management and Budget's (0MB) guidance for federal awards and agreements as provided in the Code of Federal Regulation (CFR) 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and relevant Governmental Accounting Standards Board (GASB) Statements. We will also apply the necessary procedures to prepare the reports as requested in the RFP, such as the ACFR, single audit reports, management letter, optional measure GAU P's, and preparation of the financial transactions and compensation report.

As a result of our audit, we will express an opinion on the fair presentation of the basic financ ial statements, as listed in the RFP, in accordance with GAAP. We will also issue a report on internal controls over financial reporting and on compliance with applicable laws and regulations in accordance with Government Auditing Standards.

Throughout the contract period, we will provide consultation on accounting and compliance issues and attend meetings to discuss the audit and management comments. It is our commitment to the Town that we will complete the work within the agreed time frame and that we have the resources, time and personnel to dedicate to this engagement for the entirety of the contact. We are confident Chavan & Associates LLP ("C&A") is the best-qualified firm to serve as your independent auditors. A brief list of reasons includes:
• We specialize in the audits of local governments and not for profit entities. • Our partners have 37 years of combined experience auditing local governments. • Our firm and key professionals are properly licensed to practice in the state of California. • Our service will be dependable, reliable and timely.
• We will be sensitive to your workload. We understand you and your staff must keep up with your current work as well as deal with the audit.

Page Ii 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E • Chavan and Associates, llp
Certified Public Accountants
• Our staff and partners are available twelve months of the year to serve our audit clients.

You are important to our firm and we promise a high level of involvement and enthusiasm at all levels.
• Our managing partner will be the lead for your audit. He will attend all conferences and meetings and will supervise the audit directly during each year and phase of the engagement. Our Managing Partner will be the person that prepares your Annual Comprehensive Report which will then be reviewed by our Associate Partner. • We offer flexible staffing and scheduling, especially during COVID-19. We can send a full team onsite, work 100% remotely, or send a small team on site to minimize exposure. All of our team members are vaccinated and will follow your policies in regard to COVID-19. • To improve the efficiency of the audit process, we use an online software, Engagement Organizer (EO), to provide a list of information and monitor the workflow during the audit.

The link to EO is provided early during the planning process and includes items for both interim and year-end work, such that we can edit the list as needed moving forward. All documents can be uploaded here and notes, status updates and comments are done through EO. We also have a secure portal as an additional way to share information.

We are secure in our belief that our firm is the best qualified to meet your needs. Once you have examined our proposal and contacted our references, we feel you will agree.

Staffing for the audit will include one Engagement Partner, one Associate Partner, one Supervisor, one Senior Auditor, one Professional Staff and one Administrative Staff. The Engagement Partner, one Senior and two Staff will be assigned to visit your offices, as feasible with regard to COVID-19 circumstances. The Engagement Partner, Associate Partner, Supervisor and Senior Auditor will be available throughout the entire contract period.

Sheldon Chavan (15105 Concord Circle, Suite 130, Morgan Hill, CA, 95037, 650-346-1329, [email protected]) is the partner authorized to sign and obligate the firm contractually and represent the firm. He is empowered to submit the bid and authorized to sign a contract. This proposal is a firm and irrevocable offer for 90 days.

We look forward to being of service to you.

Very truly yours,
CtA
Sheldon Chavan, C.P.A., Partner
Chavan & Associates, LLP
Pagel ii 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section A
Independence, License to Practice in California,
and Firm's Qualifications & Experience

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Independence
Section A
Independence, License to Practice in California,
and Firm's Qualifications & Experience
Town of Los Gatos Proposal for Auditing Services
C&A is independent of the Town and all of its component units as defined by generally accepted auditing standards and the U.S. General Accountability Office's Government Auditing Standards. In all matters relating to the audit work, the audit organization and individual auditors, whether government or public, should be free from personal and external impairments to independence, should be fiscally independent, and should maintain an independent attitude and appearance.

C&A did not have any professional relationships involving the Town of Los Gatos, or any of its agencies and component units, for the past five (5) years that would cause a conflict of interest relative to the scope of services identified in the request for proposal. However, C&A did provide the Town's auditing services for the fiscal year ended June 30, 2016 and the 4 years prior. Providing audit services to an entity does not create a conflict of interest, nor compromise independence.

License to Practice in the State of California
C&A and all key professionals are properly licensed to practice as certified public accountants in the State of California and do not have any record of substandard work or unsatisfactory performance pending with the State Board of Accountancy. C&A is registered with the California State Board of Accountancy and our stat number is PAR 7294.

Contractor Identification and Introduction
Company Name:

Address:

Office:

Fax:

E-mail:

CA File Number:

FEIN:

Authorized to Sign:

Chavan & Associates, LLP (C&A)
15105 Concord Circle, Suite 130, Morgan Hill, CA 95037
408-217-8749
408-872-4159
[email protected]
202009218003
27-0630496
Sheldon Chavan, Partner; Paul Pham, Partner
Our partners have performed audits under Governmental Auditing Standards, the Single Audit Act and the State Controller's Office Minimum Audit Requirements for a combined 37 years; Sheldon for 23 years and Paul Pham for 14 years. In August of 2009, we established C&A as a limited liability partnership. C&A is a local audit firm in San Jose, CA specializing in Single AuditJ
local government auditing and consulting. We have audited and prepared Annual Comprehensive Financial Reports {ACFRs) and basic financial statements as required by the Government Finance Officers Association {GFOA) and the Governmental Accounting Standards Board {GASB) for cities, fire districts, water districts, sanitation districts, JPAs and other types of special districts. Our partners have been reviewers of ACFRs for the GFOA and CSMFO. Most recently, C&A prepared ACFRs of City of Saratoga, the City of Oroville, City of Suisun, City of Pacific Grove, and City of Carmel -by-the Sea for the year ending June 30, 2020 (working on 2021). Our goal at C&A is to provide premium audit services at a llchavan & Associates, LLP Page 1

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section A
Independence, License to Practice in California,
and Firm's Qualifications & Experience
Town of Los Gatos Proposal for Auditing Services
reasonable fee. We believe that continuous partner involvement helps us achieve our goal, which is why our partners are constantly involved in every audit. Ultimately, minimizing on-the-job training allows us to focus exclusively on servicing our clients.

After starting the firm with only 9 clients in 2009, we currently have 100 government, nonprofit and grant clients, 40 of which were required to have a single audit under uniform guidance in 2019-20. Our firm's experience includes numerous audits under state and federal compliance audit guides, including the Minimum Audit Requirements and Reporting Guidelines for Cities as required by the State Controller's Office. What makes us unique from other audit firms is that we eliminate "on-the-job" training through intensive in-house training, audit planning, and by having partners in the field throughout the entire engagement ( not just "spot-checking"). The daily interaction with our Engagement Partner has been invaluable to our clients as it provides the opportunity for immediate feedback and the chance to ask questions related to accounting, account coding, grant requirements, ACFR requirements, budgeting, and much more. Auditing is the main focus of our practice and we are available to start as early as February 1st, however our calendar is flexible.

C&A is also a member of the AICPA's Government Audit Quality Center which promotes the importance of quality governmental audits and the value of such audits to purchasers of governmental audit services. GAQC is a voluntary membership center for CPA firms and state audit organizations that perform governmental audits.

Firm Size, Staff Size, Location and Staffing
We also have twelve professional, full-time staff in addition to our three partners and one administrative person that will be available to assist as needed throughout the engagement. Our engagement partners are directly involved with the audits. Our central office is located in Morgan Hill, CA. Staffing for the Town's audit will include the following professionals (audit experience):

Sheldon Chavan, CPA, Managing Partner (23 years)
Paul Pham, CPA, Partner (14 years)
Niru Machiraju, CPA, Supervisor (6 years)
Andrew Quintero, Senior Auditor (4 years)
Matthew Ojeda, Senior Auditor (6 years)
One of the professional staff could change from year to year. The Town will be notified of any staff changes prior to field work. The Engagement Partner, manager, and supervisor will be the same during each year of the engagement.
llchavan & Associates, LLP Page2

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Range of Services
Section A
Independence, License to Practice in California,
and Firm's Qualifications & Experience
Town of Los Gatos Proposal for Auditing Services
The following summarizes the range of services we provide:

Number Management, Contractor
of Percent by Accounting & Prequalification Nonprofit
Entity Type Clients Entity Auditing Other Services Tax
Local Education Agencies 37 37% 89% 0% 14% 0%
Charter Schools 11 11% 100"/4 0% 0% 100%
Non-profit Organizations 17 17% 94% 0% 0% 82%
Cities and Towns 10 10% 90% 0% 0% 0%
Special Districts 17 17% 88% 12% 0% 0%
Privately Held 7 7% 71% 29% 0% 0%
GAS GAG AS Single Bond EAAP
Audit Audit Audit Audit Audit Other
Contract Terminations and Affirmation Concerning Substandard Audit Work C&A and all assigned personnel do not have any record of substandard work, contract failures, outstanding claims, litigation, investigations, or other unsatisfactory performanc e issues against us or pending with the State Board of Accountancy or any other entity. In addition, we have not had any federal or state desk review or field reviews of our audits. C&A has no record of lost clients or contract failures.

Equal Opportunity Employer
C&A is an equal opportunity employer and is in compliance with the Civil Rights Act of 1964, the State Fair Employment Practice Act, and all applicable federal and state laws and regulations relating to equality.

Subcontractor
C&A will not be engaged with any subcontractors during this engagement.

Business Licenses
C&A will obtain and maintain a valid business license with throughout the duration of the contract, as applicable.
llchavan & Associates, LLP Page 3

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section A
Independence, License to Practice in California,
and Firm's Qualifications & Experience
Town of Los Gatos Proposal for Auditing Services
Insurance
C&A maintains the following insurance:
• Commercial General Liability Insurance (bodily injury and property damage) is $4,000,000 per occurrence. The carrier is Hartford Insurance Company.
• Automobile Bodily Injury and Property damage liability insurance is $2,000,000 per occurrence. The carrier is Hartford Insurance Company.
• Professional Liability Insurance carrier is Philadelphia Insurance Company. The per claim/aggregate limit of the liability is $3,000,000.
• Workers Compensation Insurance carrier is Twin City Insurance Company. The per claim/aggregate limit of the liability is $1,000,000.

Quality Control Review
We are enrolled in the AICPA quality control peer review program. Our peer review was performed in compliance with AICPA and GAO requirements and included a selection of government audit engagements. Our audits complied with auditing standards generally accepted in the United States of America and Generally Accepted Governmental Auditing Standards.

II Chavan & Associates, LLP Page 4 11

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section B
Partner, Supervisory and Staff Qualifications and Resumes

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
We are aware of the need for continuity of personnel on the engagement and promise that the Engagement Partner will be directly involved in the audit during each year of the contract. We believe that extensive partner involvement provides continuity that could not be achieved in any other way. All staff committed in this proposal will be available for the entire June 30, 2022 audit and are available 12 months a year for questions, comments and implementation support. We understand that the Engagement Partners, managers and other supervisory staff and specialists may be changed only with the express prior written permission of the Town. Other audit personnel may be changed at our discretion as long as the replacements have substantially the same or better qualifications or experience. The Town retains the right to approve or reject replacements.

Sheldon Chavan, CPA
Managing Partner (Member CalCPA, AICPA, GFOA, CSMFO, GAQC) Sheldon holds a B.S. in Accounting from San Jose State University. He began his career in public accounting in 1998 and has been auditing local governments and nonprofit organizations ever since. Sheldon is a CPA licensed in California and a member of AICPA, CalCPA, CSMFO, GAQC and GFOA. He has also been a member of the GFOA Special Review Committee, with responsibility for reviewing ACFR's for award of the Certificate of Excellence in Financial Reporting. Sheldon has prepared/reviewed ACFR's for the City of Berkeley, City of Sunnyvale, City of Pittsburg and many others
over his career. Most recently, Sheldon prepared
the ACFR of the City of Oroville, City of Saratoga
and the City of Pacific Grove for the fiscal years
ended June 30, 2020 (partial listing).

Sheldon has managed governmental audits his entire career, which includes the technical review of all work papers, staffing, scheduling, reporting, state compliance, federal compliance, state controllers reports and much more. He is responsible for running the audit in the field and providing accounting and auditing technical support to other partners and staff, primarily in the areas of compliance with auditing standards generally accepted in the United States of America, the standards set forth for financial audits in the United States General Accounting Office's (GAO) Government Auditing Standards, and the provisions of the Federal Single Audit Act and the United States Office of Management and Title 2 CFR Part 200 (Uniform Guidance).

Sheldon also ensures that each staff has met the continuing professional education requirements under these standards and teaches several in-house seminars a year. He also administers our firm's quality control system as required by GAAS and Yellow Book standards. Sheldon has been performing audits under the Single Audit Act his entire career. Understanding the complexities of the various federal programs is one of his specialties. Over the years, Sheldon has audited major programs such as National School Lunch, Title II Education Technology, IDEA Special Education Local Assistance, Title I, Education Jobs Fund, Title IV Drug Free Schools, NCLB Title 111, Title II Improving Teacher Quality, CDBG, Shelter Plus Care, Home Investment in Affordable Housing, HUD Section 8, Highway Planning and Construction, Medi-Cal, Low-income Low Energy Assistance, and many more.

Sheldon has extensive experience auditing government bond programs and can assist the Town with bond covenant calculations, bond compliance, tax filings, bond arbitrage issues and any other general II Chavan & Associates, LLP Page 5

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
reporting requirements. In addition, we currently have multiple clients for which we complete special bond performance audits each year. We also provide contractor prequalification services for some clients who use restricted bond funds for modernization and infrastructure improvements.

Sheldon's recent continuing professional education:

Description of Program/Training
Yellow Book:Revised Government Auditing Standards
Government Audting Standards -Yellow Book
Frequent Government and NPO Frauds: Misuse of Assets
Governmental and Nonprofit Annual Update: Federal Government Activities Single Audit Lighting Round
Governmental Audit Quality Cetner Annual Update Webcast Program-Specific Audits' plus 'AuditTools and Guidance' Applying Risk Assessment Standards: Understanding the Entity and Its Environment GASB Updates
Governmental Accounting and Auditing Conference Webcast - 5121266C Not-for-Profit Organizations Conference Webcast - 5121343C Cases in NFP Acct. & Auditing: 'Financial Statement Requirements' plus 'Net Asset Classifications' Governmental Auditing: Course Two Performance Audits
Governmental Auditing: Course Three Financial Audits, Attestation Engagements, and ..

Governmental Accounting and Reporting
Ethics: AA&C LLP - Accounting Firm Practice Development Committee State and Local Govt Planning Considerations
Cases in NFP Acct. & Auditing: Contributions
Field Work Documentation: Preparation, Maintenance, Types of Workpapers School District Update Including LCFF and LCAP Compliance School Districts Conference
Understanding the Changes to Yellow Book Independence
California Regulatory Review Course
Fraud Audit Techniques Using Excel
Applying the Uniform Guidance in Your Single Audits
Testing Compliance' plus 'Reporting Requirements
Fid Act Understanding impacts of GASB 84
Its Here! Fid Act Implementation Considerations
Accounting and Auditing Conference
Bernard Madoff Investment Securities' Auditor'
The Detection and Prevention of Fraud in Financial Statements Governmental Auditing: Course One Fundamental Principles for Government Auditing II Chavan & Associates, LLP Page 6

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ITEM NO. 12.

Cities and Towns Special Districts/JPA's School Districts/COE's Nonprofits and Other City of Albany
City of Berke! ey
City of Carmel-by-the-Sea
City of Del Rey Oaks
City of Marina
City of Novato
City of Oroville
City of Pacific Grove
City of Pittsburg
City ofpointArena
City of Salinas
City of San Rafael
City of Saratoga
City of Scotts Valley
City of Sonoma
City of South San Francisco
City of Sui sun City
City of Sunnyvale
City ofTr acy
Town of Los Gatos
Town of Windsor
Bay Area Water Services & Cons
Central Marin Sanitation Agency
East Bay Dischargers Authority
Fairfield-Suisan Sanitation
Half Moon Bay Fire Protection
Hayward Area Parks and Rec
Highland Recreation District
Los Tranco s Water Di strict
Mckinney Water District
Menlo Park Fire Protection
Midpen Regional Open Space
Pleasant Hill Parks and Rec
Point Montara Fire District
Santa Clara Regional Open Space
Saratoga Cemetery District
South Bayside System Authority
South San Francisco Conf. Ctr.

Sausalito-Marin City Sanitation
Tahoe Reqional Planning Agency
The Ci ties Group
Valley of the Moon Fire
West Bay Sanitary Di strict
West County Wastewater Di strict
Westborough Water Di strict
Woodside Fire Protection Di strict
II Chavan & Associates, LLP
Antelope Elementary
Belmont Redwood Shores
Burlingame
Cabrillo Unified
Campbell Union
Cloverdale Unified
Cotati Rohnert Park
Hi II sborough City
La Honda Pescadero
Lakeside
Las lomitas Elementary
Lassen View Elementary
Los Altos Elementary
Luther Burbank
Manton Joint Union
Menlo Park City
Millbrae Elementary
Mineral
Mountain View Whisman
Orchard
Pacifica
Plum Valley
Portola Valley Elementary
Red Bluff
Salinas Union High
San Bruno Park
San Carlos Elementary
San Mateo County Office
San Mateo Union High
Scotts Valley Unfi ed
Sequoia Uni on High
Sonoma Valley Unified
Uni on School District
West County Agency ILEA)
Windsor Unified
Woodside Elementary
2006 Washington St.

Bay Area Special Education JPA
Bay ftlea Water Users Association
Black Adoption Placement
Boys and Girls Clubs of Sonoma
Center for Empowering Refugees
Children of Grace
Collective Roots
Credo High School
Diagnostics for the Real World
Hidaya Foundation
Livebooks
Mashery
Mission Charter
Mission Language and Vocational
Morgan Hill Charter Foundation
Morgan Hill Charter School
Nob Hi 11 Home Owners Assoc.

O'Conner Water
One Million Lights
Orange County Charter School
Pathway to Choices
Pyramid AJ ternatives
Redwood City Education Foundation
San Jose Conservation Charter
San Jose Conservation Corps
Singularity University
Sociometri cs
South Tahoe Area Transit Authority
Stone Bridge Charter School
Woodside Atherton Authority
Work2future Foundation

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
Paul Pham, CPA
Associate Partner (AICPA, CalCPA)
Paul received his Bachelor of Science from Pacific University and hopes to pursue a Master of Accountancy in the near future. He is currently preparing to sit for the CPA exam and plans to complete his CPA certification by the end of the year. Paul has been working in public and private accounting since 2007 and has completed Fourteen governmental audit seasons. He has completed financial and compliance audits for the entities (including LEA's) listed below since 2007. Besides the standard control documentation and substantive testing required for GAAS audits, Paul has performed audits and prepared reports under 0MB Subpart F and the Single Audit Act for most of the entities listed below. He has audited Federal grants from various agencies, including FEMA, HUD, FTA, the Department of Education (Title I, Special Education, Title II, Adult Ed) and much more.

Paul's recent continuing professional education:

Desaiption of Program/Tra,ning
GAGAS - Ethical Princi pies In Government Auditing
GAGAS - Field Work and Reporting Standards
GAGAS - Field Work Standards For Financial Audits
GAGAS - General Field Work And Reporting Standards
GAGAS - General Standards
Government Auditing
Maj or Changes to Auditing Standards
Limiting Auditor Liability
Auditor Communications: Critical New Requirements
School Districts Conference
GAGAS - Reporting Standards For Financial Audits Governmental Accounting, Reporting, and Auditing Update GAGAS- Use and Application of GAGAS GASB Basic Financial Statements for State and Local Governments The following is a partial list of Paul's clients over the years:

Cities and Towns Special Districts School Districts/COE's Nonprofits and Olarter Schools City of Albany Bay Area Water Services & Cons
City of Berkeley Central Marin Sanitation Agency
City of Carmel-by-the-Sea Fai rfield-Suisan Sanitation District CityofDel Rey Oaks Menlo Park Fire Protection
City of Orovi II e Mi dpen Regional Open Space
City of Pacific Grove Santa Clara Regional Open Space
City of Point Arena Saratoga Cemetery District
City of Rocklin South Bayside System Authority
Oty of Saratoga South San Francisco Conf. Ctr.

City of Sonoma Suasalito-Mari n City Sanitation District City of Suisun City Tahoe Reqional Planning Agency
Antelope Elementary
Burlingame
Cabrillo Unified
Cotati Rohnert Park
Hillsborough City
Bay Area Water Users Association
Black Adoption Placement
Boys and Girls Clubs of Sonoma
Center for Empowering Refugees
Children of Grace
Collective Roots
Credo High School
Hidaya Foundation
Livebooks
Mashery
Mission Charter
City ofTracy The Cities Group
Town of Los Gatos Valley of the Moon Fire
La Honda Pescadero
Las Lomitas Elementary
Lassen View Elementary
Los Altos Elementary
Luther Burbank
Manton Joint Union
Millbrae Elementary
Mineral
Mission Language and Vocational School
NASAAMES Exchange
West Bay Sanitary District
Westborough Water District
II Chavan & Associates, LLP
Mountain View Whisman
Orchard
Pacifica
Plum Valley
Portola Valley Elementary
Red Bluff
San Bruno Park
San Carlos Elementary
San Lorenzo Valley Unified
San Mateo County Office
Scotts Valley Unfied
Sequoia Union High
Sonoma Valley Unified
Soquel Elementary
Union School District
West County Agency (LEA)
Windsor Unified
Woodside Elementary
Orange County Charter School
Pathway to Choices
Pyramid Alternatives
Redwood City Education Foundation
San Jose Conservation Charter
San Jose Conservation Corps
Sociometrics
South TahoeArea Transit Authority
Stone Bridge Charter School
Work2future Foundation

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
Niru Machiraju, CPA
Audit Supervisor (Member AICPA, CalCPA)
Niru received her Bachelor and Master of Science in Accounting from the University of Saint Thomas. She received her CPA license in 2020. Niru has been working in public accounting since 2015 and has completed six audit seasons. During the 2021 audit season, she completed the financial and compliance audits for the entities listed below and has additional experience in the manufacturing, distribution. and non-profit industries. Niru has audited over sixty local governments and nonprofits since 2015. Besides the standard control documentation and substantive testing required for GAAS audits, Niru has performed audits and prepared reports under GAGAS and Uniform Guidance. She has also audited Federal grants from various agencies, including HUD and the Department of Education (Title I, Special Education) and much more.

Mona's recent continuing professional education:

Description of Program/Training
GAGAS -Ethical Principles In Government Auditing
GAGAS -Field Work and Reporting Standards
GAGAS -Field Work Standards For Financial Audits
GAGAS -General Field Work And Reporting Standards
GAGAS -General Standards
GAGAS -Reporting Standards For Financial Audits
GAGAS -Use and Application of GAGAS
Government Auditing
Major Changes to Auditing Standards
Limiting Auditor Liability
Auditor Communications: Critical New Requirements
School Districts Conference
Governmental Accounting, Reporting, and Auditing Update GASB Basic Fina ncia I Statements for State and Loca I Governments The following is a list of Mona's clients over the past year:

Cities and Towns Special Districts School Districts/COE's Nonprofits and Other City of Albany
City of Carmel-by-the-Sea
City of Del Rey Oaks
City of Orovi 11 e
City of Pacific Grove
City of Poi nt Arena
City of Rocklin
City of Sar a toga
City of Marina
City of Sui sun City
Bay Area Water Services & Cons
Chico Area Recreation and Park District
Lake Canyon Community Services District
Midpen Regional Open Space
Ross Valley Sanitary District
Santa Clara Regional Open Space
South San Francisco Conf. Ctr.

Stege Sanitary District
Suasal ito-Marin City Sanitation Di strict
The Cities Group
Va 11 ey of the Moon Fi re
West Bay Sanitary District
Westborough Water Di strict
II Chavan & Associates, LLP
Antelope Elementary
Burlingame
Cabrillo Unified
Cotati Rohnert Park
Hillsborough City
Las Lomitas Elementary
Lassen View Elementary
Los Altos Elementary
Luther Burbank
Mil I brae Elementary
Orchard
Pacifica
Red Bluff
San Bruno Park
San Carlos Elementary
San LorenzoValley Unified
San Mateo County Office
Sequoia Union High
Sonoma Valley Unified
Soquel Elementary
Union School Di strict
West County Agency {LEA)
Woodside Elementary
Bay Area Water Users Association
Boys and Girls Clubs of Sonoma
Center for Empowering Refugees
Children of Grace
Credo High School
Hidaya Foundation
Mission Charter
NASA AMES Exchange
Pathway to Choices
Peninsula Conflict Resolution Center
Redwood City Education Foundation
Stone Bridge Charter School
Work2future Foundation
Stone Bridge Charter School

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
Andrew Quintero
Senior Auditor
Andrew has successfully completed three seasons of governmental auditing. Andrew has performed tests of controls, substantive tests, state compliance testing and Federal compliance testing for various special districts and cities. He has been the Senior Auditor in-charge of clients such as the Town of Yountville, City of Suisun City, Fairfield-Suisun Sanitary District and many more. Besides the standard control documentation and substantive testing required for GAAS audits, Andrew has performed audits and prepared reports under 0MB Subpart F and the Single Audit Act. He has audited Federal grants from various agencies, including Special Education, National School Lunch, Title I, Department of Education grants and others.

Andrew's recent continuing professional education:

Government Auditing
Major Changes to Auditing Standards
Limiting Auditor Liability
Auditor Communications: Critical New Requirements
School Districts Conference
Governmental Accounting, Reporting, and Auditing Update GASB Basic Fina ncia I Statements for State and Loca I Governments Cities and Towns Special Districts School Districts/COE's Non profits and Other G ty of Oroville Bay Area Water Supply Conservation .A.3ency Jefferson Uiim High School District Peninsula Conflict Resoluti m Center d ty of Paci fie Grove Castro Valley Sanitary District John Swett Lliified School District Redwood City Education Foundation Gty of Point Arena El Dorado Hills Community Services District Las Lomitas School District San Mateo County Exposition and Fair Association d ty of Rocklin Lake Canyon Community Services District Lassen Vi eN lhion Elementary Sc hod District Sonoma Valley Hospital Foundation City of Saratcga Midpeninsul a Reg:ional Open Space District Los Altos School District The Moca Foundation City of Suisun City Puri ssima Hil Is Water District Luther &Jrbank Sc hod District The San Jose Library Foundation Town of Yountvi lie Ross Valley Sanitary District
Santa Oara County Regional Open SpaceAuth
Sausalito-Marin GtySanitation District
StegeSanitary District
Silica, Valley Clean Water
South San Fancisco Conf erence Center
The Cities' Group
Valley of the Moc.,n Fire District
West Bay Sanitary D·strict
WestValleySanitation District
Westborough Water District
II Chavan & Associates, LLP
Menlo Park City School District
Millbrae School District
Mountain Vi eN Whisman School District
Napa Valley lhified School District
Orchard Schod District
Pacifica Schod District
Red BluffJointlhion High School District
Red Bluff Union ElementarySchod District
Roseland Elementary School D·strict
San Bruno ParkSchod District
San Carlos School District
San LcrenzoValley Unified School District
San Mateo Foster City School District
San Rafa<J a ty Schoci s
Santa Rosa OtySchools
Woodside Elementary

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
Matthew Ojeda
Senior Auditor
Matthew graduated from the San Jose State University, with a B.S. in Accounting. Starting in public accounting in 2014, he has successfully completed six seasons of governmental auditing. Matthew has performed tests of controls, substantive tests, state compliance testing and Federal compliance testing for various special districts and school districts. Besides the standard control documentation and substantive testing required for GAAS audits, Matthew has performed audits and prepared reports under 0MB Subpart F and the Single Audit Act. He has audited Federal grants from various agencies, including Special Education, National School Lunch, Title I, Department of Education grants and others.

Matthew's recent continuing professional education:

Description of Program/Training
GAGAS - Ethical Principles In Government Auditing
GAGAS - Field Work and Reporting Standards
GAGAS - Field Work Standards For Financial Audits
GAGAS - General Field Work And Reporting Standards
GAGAS - General Standards
GAGAS- Reporting Standards For Financial Audits
GAGAS - Use and Application of GAGAS
Government Auditing
Major Changes to Auditing Standards
Lirniti ng Auditor Lia bi I ity
Auditor Communic ations: Critical New Requirements
School Districts Conference
Governmental Accounting, Reporting, and Auditing Update GASB Basic Financial Statements for State and Loca I Govern rnents The following is a list of Matthew's clients over the years:

Cities and Towns Special Districts School Districts/COE's Nonprofits and Other City of Del Rey Oaks
City of Oroville
City of Pacific Grove
City of Point Arena
City of Rocklin
City of Saratoga
City of Sui sun City
Town of Los Gatos
Castro Valley Sanitary District
Central Marin Sanitation Agency
Fairfield•Suisan Sanitation District
Midpen Regional Open Space Auth
Oro Lorna Sanitary District
Santa Clara Regional Open Space Auth
Saratoga Cemetery District
Sausalito-Marin City Sanitation District
Si I icon Valley Clean Water
The Cities Group
West Valley Sanitation District
II Chavan & Associates, LLP
Ante I ope El ernenta ry
Burli ngarne
Cabrill o Unified
Cotati Rohnert Park
Golden Valley Unified
Hillsborough City
Las Lornitas Elementary
Lassen View Elementary
Los Altos Elementary
Luther Burbank
Millbrae Elementary
Mission Preparatory School
Mountain View Whisman
Napa Valley Unified
Orchard
Pacifica
Palo Alto Unified
Portola Valley Elementary
Red Bluff
Roseland Charter
Roseland Elementary
San Bruno Park
San Carlos Elementary
San Lorenzo Valley Unified
San Mateo County Olli ce
San Mateo Foster City
Santa Rosa City School
Scotts Va 11 ey Unfi ed
Sequoia Union High
Sonoma Valley Unified
Soquel Elementary
South San Francisco Unified
Union School District
Woodside Elementary
Boys and Girls Club of Central Sonoma County
Boys and Girls Clubs of Sonoma Valley
Credo High School
Diagnostics for the Rea I World
Mission Language and Vocational School
Morgan Hi II Charter Foundation
Morgan Hi II Charter School
Orange County Charter School
Organic Farming Research Foundation
Proheatlh Homecare
Redwood City Education Foundation
San Jose Conservation Charter
San Jose Conservation Corps
San Mateo County Exposition Fair Association
Sociometrics
Work2future Found a ti on

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section B - Partner, Supervisory and Staff Qualifications and Resumes Town of Los Gatos Proposal for Auditing Services
Professional Education and Training
Our professionals complete 80 hours of continuing professional education every two years in auditing and accounting which includes at least 80 hours of governmental auditing and accounting training specific to local governments. We use a combination of in-house seminars, self-study and outside seminars sponsored by AICPA, G FOA, the California Education Foundation and other recognized groups.

All assigned staff meet the educational requirements for Governmental engagements as specified by the California Board of Accountancy, Federal General Accounting Office, Governmental Accounting Standards Board, and the AICPA as appropriate.

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ITEM NO. 12.

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section C
Similar Engagements

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section C - Similar Engagements
Town of Los Gatos Proposal for Auditing Services
Client References and Similar Engagements
The following projects were completed by C&A in 2019-20 and are ongoing in 2020-21:

Entity Name City of Del Rey Oaks City of Saratoga
Contact Person Roberto Moreno Dennis Jaw
Title Chief Business Officer Finance Manager
Addr ess 650 Canyon Del Rey Road, Del Rey Oaks, CA 93940 13777 Fru itvale Ave, Saratoga, CA 95070 Phone 831-394-8511 408-868-1227
E-mail [email protected] [email protected]. us Audit Period 6/30/2021 6/30/2021
Hours 260 360
Fiscal Years Audit ed 3 5
Partner Sheldon Chavan Sheldon Chavan
GFOAAward No Yes
EntitvTvpe City City
Financ e Dept Staff 3 6
Scope of Work Report Prep CAFR Review
GAGASAudit GAGAS Audit
SAS 114 Report Single Audit/OMB
Management Letter SAS 114 Report
GANN Limit AUP Management Letter
Measure S Audit IDA Audit
Year Round Consultation GANN Limit AUP
Year Round Consultation
Entity Name City of Rocklin City of Suisun City
Contact Person Angela Doyle Elizabeth Luna
Title Senior Accountant Accounting Services Manager
Addr ess 3970 Rocklin Road, Rocklin, CA 95677 701 Civic Center Blvd., Suisun City, CA 94533 Phone 916-625-5033 707-421-3215
E-mail [email protected] s [email protected]
Audit Period 6/30/2021 6/30/2021
Hours 340 400
Fiscal Years Audited 4 5
Partner Sheldon Chavan Sheldon Chavan
GFOAAward No Yes
Entity Type City City
General Fund Budget $10,000,000 $36,800,000
Finance Dept Staff 2 10
Scope of Work ACFR ACFR
GAGASAudit GAGAS Audit
Single Audit/OMB Single Audit/OMB
SAS 114 Report SAS 114 Report
Management Letter Management Letter
GANN Limit AUP GANN Limit AUP
PFA Audit IDA Audit
Successor Agency Audit successor Agency Audit
Year Round Consultation Year Round Consultation
II Chavan & Associates, LLP
City of Carmel
Robin Scattini
Finance Director
PO Box CC, Carmel-by-the Sea, CA 93921
831-620-2019
[email protected]. us
6/30/2021
320
3 Sheldon Chavan
Yes
City
3 CAFR Prep
Single Audit/OMB
SAS 114 Report
Management Letter
GANN Limit AUP
Measure S Audit
SCO FTR/Streets
Year Round Consultation
City of Pacific Grove
Tori Hannah
Administrative Services Director
300 Forest Ave, Pacific Grove, CA 93950
831-648-3103
thannah@cityofpacifi cgrove. org
6/30/2021
340
5 Sheldon Chavan
Yes
City
$17,500,000
6 ACFR
GAGAS Audit
Single Audit/OMB
GANN Limit AUP
SAS 114 Report
Management Letter
Measure S Audit
Year Round Consultation
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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section D
Specific Audit Approach

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
The C&A audit approach begins with an entrance conference between Sheldon Chavan and management to gather information for risk assessment and audit planning. Upon the conclusion of the entrance conference, Sheldon will plan and schedule C&A's three phase audit approach and prepare a list of items to be provided for Phase I of the audit. Significant aspects of each phase are outlined below as augmented based on our review of the Town's financial reports, RFP, Budget documents, and Council and Finance Commission agendas and minutes:

Phase I - Planning and Risk Assessment
This phase is designed to evaluate your operating and accounting procedures and will provide the basis for a significant portion of our letter to management. The results of our work during this phase will determine our audit approach for significant accounts and compliance. We plan to begin this phase by meeting with management and the Finance Commission to plan the audit and discuss any significant issues with the proposed audit plan and timeline.

At least six weeks prior to the beginning of this phase, we intend to provide the Town with a link to Engagement Organize ("EO")r detailing the information and timing that will be needed in order to facilitate the completion of the audit in a timely manner. Having all items in EO uploaded prior to the beginning of the audit field work will allow us to complete the audit within the allotted time frame or earlier. We will also begin the testing of federal compliance for major programs during this phase, if applicable. The EO will include Phase I, 11, and Ill items once uploaded and will updated during the year.

The Town will be able to leave notes on each item, upload attachments and message our team through EO.

We plan the audit and obtain our understanding of the internal control structure, control environment, and accounting system through:
• Inquiries of appropriate management and staff personnel. • Inspection of the Town's documents, records, budget and related materials, organizational charts, manuals and programs. • Observation of the Town's activities and operations to corroborate the results of inquiries. • Testing of the controls to determine they are operating as planned. • Performance of preliminary analytical review on interim financials. The analytical review entails comparing similar information for the same time frame from the prior year and also comparing current year-to-date information to the budget to determine areas that may need additional attention during Phase II.
• Review and evaluation of the Town's financial and other management information system controls and procedures. Our staff has gained invaluable experience with systems such as HTE, Multiple Operation Management (MOM), Springbrook, Pentamation, QuickBooks, Digital Schools, SunGuard, Escape, FUND$, CECC, SACS, Financial 2000, SASi and many others. It is our goal to maximize the usage of your computer system during the audit.

This phase constitutes approximately 42% of all non-clerical hours of the engagement and may be combined with Phase II if desired. At the completion of Phase I, an exit conference will be held to discuss findings and recommendations and prepare for Phase II.

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
Phase II - Substantive Audit Procedures and Compliance
This phase is designed to complete our substantive and compliance audit procedures on the accounts of the Town. The approach for Phase II will be based on the results of Phase I. Audit programs will be tailored for your Town's needs. This work will begin after the closing of your books.

Sample size and selection is based on our assessment of risk and planned or actual deviations. A typical sample size will be 25 to 60 items and be randomly selected. Our sampling methods vary depending on the type of tests we perform. Sample selection for compliance work will be based on the respective compliance and audit guides, KC, our experience and judgment, and other various sources. We use Knowledge Coach (KC) audit programs by Commerce Clearing House (CCH) to assist in our risk determination and sampling selection. We also use ProSystems fx Engagement paperless audit, Microsoft Excel, and Microsoft Word on laptops to perform the audit. Generally, we prefer information provided in electronic format, however we use production scanners in the office and portable scanners in the field for information that is unavailable in electronic format.

Analytical procedures during Phase II involve comparing current data to prior year and budget data, calculating dollar and percentage variances and investigating differences. We also analyze trends and relationships of the various financial statement components and ratios.

Laws and regulations subject to audit will be determined based on inquiry and familiarity we gain with the Town and with state and federal compliance requirements. We also attend seminars and webinars related to state and federal regulations to keep abreast of ne w requirements.

Phase II will take approximately 42% of the engagement hours. At this time, an exit conference will be held to discuss findings and recommendations, the status of new accounting principles and reporting requirements, and prepare for Phase Ill.

Phase Ill - Financial Statement Preparation and Review
This phase consists of preparing or assisting with the preparation of your financial statements, as required in the RFP, in conformity with accounting principles generally accepted in the United States of America. We will also prepare all other financial and compliance reports required of us as listed on the RFP. The required reports and management letter will be submitted to management as noted in the timeline in the RFP, unless otherwise agreed. We will also ensure that new GASB pronouncements identified in phase I and II have been appropriately accounted for and disclosed in the financial statements and that the impact of these statements is sufficiently presented in our audit reports. The most efficient way to ensure we meet the reporting deadlines is to have the audited trial balance and final adjustment completed by the last day of field work. This, in combination of the automation provided by Prosystems engagement will reduce the lag time from the completion of field work and report issuance.

Our reporting process is automated through our audit software. Once we obtain the Town's trial balance in electronic format, we can import that into our system, which will automatically code and update all financial statements and most note disclosures in the financial statements and notes. We can II Chavan & Associates, LLP Page 15

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
also auto link tables, charts and other documents the Town would like to generate. All of this information can be shared through our online secure lockbox/fileshare website at www.cnallp.com and through our online engagement portal which is linked to our list of items. All agreed upon adjustments will be linked in our audit software. This greatly reduces the report preparation time and involvement of Town staff and creates more opportunity for review of information systems, internal controls and management recommendations. At the end of this phase we will provide a summary of audit adjustments and uncorrected misstatements (passed adjustments).

We anticipate that Phase Ill will comprise approximately 16% of the engagement hours, including the majority of the clerical hours. The timing of each phase of the audit is estimated based on the assumption that the Town will meet their close schedule and responsibilities as noted in the request for proposal.

Please note that we generally hold entrance conferences at the beginning of Phase I and II and exit conferences at the end of Phase I, II and Ill. However, we are available to meet with the Town at any time.

Compliance and Program Specific Auditing
Included in all phases are specific procedures required to complete individual compliance items.

Analytic and sampling procedures generally follow those described in the preceding phase, but are modified, when needed, to meet specific guidelines of the programs audited.

Recommendations for Improved Operations
We feel we have accumulated valuable knowledge in accounting and auditing which has allowed us to offer a wide range of specific recommendations to increase the efficiency and effectiveness of our audit clients. With our background, we can provide services that may be very beneficial to you presently and in the future. As our client, you can look to us for informed support year-round in all areas of interest or concern. In the course of our engagement with the Town, we will provide prompt, knowledgeable answers to your questions regarding all aspects of accounting, finance, management, and operations. It is our policy to discuss discrepancies and recommendations with Town staff directly involved and then with management, as necessary. If an item warrants inclusion in the report as a finding, we will obtain management's responses to each finding. All responses will be reviewed with management and relevant committees before they are presented to the Town Council.

Irregularities and Illegal Acts
We will make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which we become aware to the Audit Committee (or similar) and Attorney.

Control Risk Assessment
As part of our audit approach, we use KC forms, narratives, questionnaires and summary schedules to gain an understanding of the control environment and assess its overall effectiveness. This helps us identify the types of potential misstatements and factors that affect the risk of material misstatement and their impact on the audit plan.

Analytical Procedures
Analytical procedures are used at three points of time during our audit; planning, substantive testing, and final review of the completed financial statements. Analytical procedures are used to obtain II Chavan & Associates, LLP Page 16

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
knowledge of conditions and events, to indicate the presence of possible misstatements, to provide substantive evidence of balances and to assess the financial condition of the Town.

As we obtain knowledge about the Town, we will be able to direct our attention to areas requiring greater audit emphasis as well as provide substantive evidence in support of recorded account balances.

Identification of Potential Audit Problems
Each year we approach the audit objectively and use a risk-based approach to anticipate any potential audit problems. If anything were to come to our attention during the course of the audit, it would be reported to the proper management level depending on the nature of the problem and as noted in the RFP.

Resources Available for Standards Interpretations
In addition to the items published by GFOA, AICPA, FASB, and GASB, we use RIA checkpoint and Thompsons as our main online reference material. As our client, the Town will have access to all our resources.

Summary of Audit Phases {Generalized, Not All-Inclusive) Entrance Conference
Planning Analytics
Interim List of Items
Risk Assessment
Internal Control Documentation & Testing
Management Points
Major Program and Major Funds
Exit Conference
Entrance Conference
General Audit Procedures
Confirmations
Final Major Programs and Major Funds
Finalize Audit Programs
Trial Balance and Leads
Substantive and Compliance Tests
Management Points
Initial Audit Adjustments
Initial Report Preparation
'-------------------! Exit Conference
The audit plan will
be customized to
meet your needs!
Phases I and II can
be combined.

II Chavan & Associates, LLP
0 0
Finalize TB and Audit Adjustments
Finalize Management Points and Findings
Final Review of Audit Files by Managers and Partners
Prepare, Assist With or Review Conversion Entries
Prepare Final Letters and Correspondence
Prepare and Issue First Drafts of Audited Financials,
Compliance Reports and Opinions
Issue Final Audit Report
Final Exit Conference and Planning for Next Fiscal
Year
Council Meeting, As Necessary

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
Summary of Team Assignments {Generalized, All-Inclusive) ► Engagement Partner I
• Overall Review
•Audit Planning and Risk Assessment
• Entrance/Exit Conferences
•Team meetings
•Team Assignments
•Quality Control
t Engagement Partner �
•Overall Review
•Review Audit Plan
•Review Audit Programs
•Update Team Assignments
•Review Major Fund/Major
Program Det.
•Analytics
•Review Working papers,
Management Points and AJE's
•Guide Audit Team
•Entrance and Exit Conferences
t Engagement Partner t
•Final Review & Sign-off
•Finalize Audit Plan
•Finalize Audit Programs
•Final Analytics
•Prepare CAFR and Review
Supporting Schedules
•Review all Other Reports
•Review and Finalize all
Required Management letters
and Correspondence
•Exit Conferences, Committee
and Board Presentations
► Associate Partner �
•Team Planning
•Audit Binder Review
•Working Paper Review
•Management Point Review
•Concurring Partner Review
•Quality Control
t Associate Partner t
•Team Planning
•Audit Binder Review
•Working Paper Review
•Management Point Review
•Concurring Partner Review
•Quality Control
t Associate Partner t
•Final Audit Binder Review
•Final Working Paper Review
•Final Management Point
Review
•Concurring Partner Review
•Quality Control
II Chavan & Associates, LLP
I Senior �
•Audit Planning
•Audit Binder Preparation
•Major Fund and Major Program
Determination
•Audit Programs
•Internal Control Doc. and Testing
•Compliance Control Doc. and
Testing
t Senior t
•Planning Update
•Audit Binder Update
•Finalize Major Program and
Major Fund Determination.
•Update and Finalize Audit
Programs
•Substantive Testing for
Significant Accounts
•Compliance Testing
•Guide and Monitor Staff
•Confirmations
t Senior �
•Finalize Audit Binder
•Review Staff Working papers
•Review Staff Management
Points
•Review Reports
•Prepare Assigned Reports
•Review CAFR Prepared by
Engagement Partner
► Staff (
•Internal Control Doc. and Testing
• Significant Transaction Areas
• Dept. and Desk Level Controls
•Compliance Control Doc. and
Testing
• Single Audit
•TDA/MTC
•Team Planning
•Team Meetings
I Staff (
•Substantive Testing
•Significant Transaction Areas
(Cash, Investments, Capital
Assets, long-term Debt,
Pensions, Fund Balance, Net
Position, Revenue,
Expenditures)
•Compliance Testing
•Single Audit (Uniform
Guidance)
•TDA/MTC
•Team Planning
•Team Meetings
I Staff t
•Finalize Working Papers
•Finalize Management Points
•Prepare Assigned Reports
•Assist with Report Review
The above chart provides a
general overview of typical team
assignments.
•Correspondence
• Staff Support
•Information Technology Support
•Information Technology
Support
•Confirmations
•Information Technology
Support
•Report Binding and Delivery

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
Summary of Roles and Responsibilities {Not All-Inclusive) General Roles and Responsibilities

C&A LLP
The Engagement Partner will be
responsible the overall planning,
scheduling, review and coordination
of Phase I.

The Associate Partner will provide
fieldwork support when necessary
and help maintain quality control.

The Senior/Manager will review
workpapers, letters and reports and
help maintain quality control.

The Senior Professional Staff will
focus on the more complex areas of
controls and support the
Engagement Partner.

The Professional Staff will focus on
detail of tests of controls over
financial, federal compliance and
other areas as needed.

Town' Staff
During this phase, your staff will be
expected to provide a preliminary
balance sheet and revenues and
expenditures by fund, policies and
procedures for key controls, a
preliminary summary of federal
grants, the original budget, contact
information for departments and
confirmations, and generally
provide the information included in
the lists of items for interim. We
also plan to interview various staff
to document and test controls.

Testing controls will include
sampling for significant areas. Our
documentation of internal controls
will be done in person and via
interviews, unless otherwise
requested.

II Chavan & Associates, LLP
The Engagement Partner's focus will
include finalizing the audit
programs, substantive analytics, and
overseeing the audit.

The Associate Partner will provide
fieldwork support when necessary
and help maintain quality control.

The Senior/Manager will review
workpapers, letters and reports and
help maintain quality control.

The Senior Professional Staff will
focus on substantive tests for
significant accounts.

The Professional Staff will focus on
substantive tests for significant
accounts, federal compliance, and
other required audits.

Town' Staff
During this Phase, your staff will be
expected to provide the final
balance sheet and revenue
expenditures by fund and accounts
from the GL. We will prepare
leadsheets in our audit software,
but the organization should have
adequate support for significant
accounts. We will perform a review
of journal entries at this time and
again before the final reports are
issued, thus we will need access to
journal entries. We will request
reports for major grant programs,
certain other programs, and
business type activities. We will also
perform a number of analytical
procedures which will require staff
responses, and this will be done in
person in most cases.

The Engagement Partner's focus will
be on overall reporting, guidance
and working with District staff to
complete the reporting phase.

The Associate Partner will assist in
report prepartion and client
communication.

The Senior/Manager will review
workpapers, letters and reports,
and help maintain quality control.

The Senior Professional Staff will
focus on report preparation and
assisting the engagement partner
and guiding our staff.

The Professional Staff will act in a
support role during this phase.

Authoritie's Staff
We expect the Town' staff to review
and respond to all reports required
to complete the audit. We
anticipate the Town will provide or
assist us in gathering information
needed for the ACFR and note
disclosures. Management will be
required to sign a representation
letter which will be provided by us.

Management will be required to
provide responses to any and all
recommendations and findings
included in the management letter.

Report preparation will be
completed as outlined in the RFP,
unless otherwise agreed prior to
Phase Ill of the audit.

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
Summary of Staff Hours by Phase
Phases Total
Level of Staff I II Ill Hours
Engagement Partner 32 32 24 88
Associate Partner 4 4 4 12
Supervisor 32 32 8 72
Senior Staff 36 36 8 80
Professional Staff 42 42 8 92
Administrative Staff 2 2 4 8
Totals 148 148 56 352
Summary Timeline
Segment Estimated
Entrance Conference March 1, 2022
Audit Planning C&A's Office March 1, 2022
List of Items Required by Client March 15, 2022
Interim Testing May 2, 2022
Interim Exit Conference and Completion May 9, 2022
Preparation and Mailing of Confirmation Letters to 3rd Parties July 1, 2022 Year-end Field Work Planning Meeting August 1, 2022
Update List of Items Required by Client - Final (Initial Done at Interim) August 1, 2022 Year-end Field Work and Compliance Testing September 26, 2022 Exit Conference September 30, 2022
Progress List of Management Point and Recommendations October 7, 2022 Final List of Management Point and Recommendations October 21, 2022 Audit Adjustments October 21, 2022
Draft Reports, Financials, Management Letters November 4, 2022 Final Reports, Financials, Management Letters November 25, 2022 Council, Commission & Public Presentations As Needed
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Phase
11/111
11/111
Ill
Ill
Ill

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Audit Scope
Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
We understand the scope of our services to be as follows:

A. Audit and issue a report on the fair presentation of the Basic Financial Statements of the Town of Los Gatos in accordance with generally accepted auditing standards; the standards set forth for financial audits in the U.S. General Accountability Office's most recent Government Auditing Standards; the provisions of the federal Single Audit Act of 1984 and the Single Audit Act Amendments of 1996; 0MB guidance for federal awards and agreements as provided in the Code of Federal Regulation (CFR ) 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; and relevant GASB Statements. The audit shall be conducted for the purpose of forming an opinion on the Town's Basic Financial Statements taken as a whole, and to determine whether the operations were conducted in accordance with legal and regulatory requirements.

B. Prepare, with limited involvement of the Town, the Comprehensive Annual Financial Report (Annual Financial Report) for the Town of Los Gatos and the activities of the private-purpose trust funds of the Successor Agency to the Los Gatos Redevelopment Agency. The Town shall retain ultimate responsibility for the approval and dissemination of the Annual Financial Report; however, C&A shall prepare the draft and complete related tasks, including but not limited to the following:
a. Evaluate the document against the Annual Financial Report reporting checklists of the Government Finance Officers Association (GFOA) and the California Society of Municipal Finance Officers (CSMFO) to ensure eligibility for their respective Annual Financial Report award programs. It is the Town's intention to continue to receive these awards annually and expect that the Annual Financial Report will meet their requirements. b. Verification of implementation of recommended improvements from prior year submissions to GFOA under the Annual Financial Report award program.
c. Proofreading and overall review, including layout, design, and making suggested improvements to the document.
d. Printing and binding of the final document.
e. Assisting with the written responses to the recommendations and questions posed by the Finance Commission prior to the Annual Financial Report's consideration by Town Council..

C. In the required reports on internal controls, C&A shall communicate any reportable conditions found during the audits. A reportable condition is defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the report. Non-reportable conditions discovered shall be reported in a separate letter to management, which shall be referred to in the reports on internal controls. The reports on compliance shall include all instances of noncompliance.

D. C&A will prepare a management letter, if applicable, reporting material weaknesses and significant control deficiencies. Prior to completion of the management letter, C&A shall meet with the Town Manager, Director of Finance, the Finance and Budget Manager, the Town Finance Commission, and II Chavan & Associates, LLP Page 21

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section D - Specific Audit Approach
Town of Los Gatos Proposal for Auditing Services
other Town staff as assigned to review findings and recommendations in detail before the final letter and Town responses are published.

E. Optional Services
a. Development of Agreed Upon Procedures for the review and reporting of Measure G district sales tax revenues and expenditures.
b. Preparation of the Cities Financial Transactions and Compensation Report (State Controller's Report).

F. Deliverables
a. One electronic file, in PDF format, and 25 bound copies, of the Annual Financial Report, including the necessary audit opinion letters.
b. One electronic file, in PDF format, and 25 bound copies, of the federal single audit report, if applicable, including the necessary audit opinion letters. c. One electronic file, in PDF format, and 25 bound copies, of the management letter, if applicable. d. One electronic file, in PDF format, and 25 bound copies, of the required Appropriations Limit Review reporting upon agreed-upon procedures on compliance with Proposition 111 for the year audited.

G. Irregularities and Illegal Acts. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties:
a. Los Gatos Town Council
b. Town Manager
c. Town Attorney
H. We will provide consultation regarding accounting and compliance issues found throughout the contract period.

I. We will attend Town Council meetings as requested throughout the contract period.

J. A partner will be available to present the audit report to the Finance Commission and/or Council.

K. All working papers and reports will be retained, at the auditor's expense, for a minimum of seven (7) years, unless the firm is notified in writing by the Town of the need to extend the retention period.

C&A will make such working papers available, on request, to the following parties or their designees:
a. Town of Los Gatos
b. Parties designated by the Town, or federal or state governments, as part of an audit quality review process
c. Auditors of entities of which the Town is a subrecipient of grant funds L. C&A shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section E
Discussion of Relevant Accounting Issues

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section E - Discussion of Relevant Accounting Issues
Town of Los Gatos Proposal for Auditing Services
Discussion of Relevant Accounting Issues
The Governmental Accounting Standards Board (GASB) continues to issue new statements in an effort to make financial information accounted for, and reported by, local governments more reliable. Often, the statements issued by GASB are confusing and difficult to apply. Therefore, it is our goal to keep our clients informed about upcoming standards and how they may affect their future. Our technical expertise and guidance in the implementation and interpretation of GASB statements will be available throughout the year. We offer inclusive consultation throughout the term of our contract. We also offer in-house training via internally developed seminars. For example, we have given presentations and training on compliance requirements for specific grants and the key controls needed to meet those requirements. Generally, these sessions provide about 8 hours of training, in addition to year-round consultation, and are included in the audit.

In addition, we will send periodic e-mails and newsletters when significant new accounting pronouncements are issued. The most important factors we have discussed include: The potential impact of new pronouncements, the due date and the changes in the reporting presentation, planning the Town should do to ensure it is prepared and the assistance we can provide to ensure compliance.

We also prepare template note disclosures and update our template financial statements to meet the reporting standards. In relation to GASB 84, we provided clients with an analysis workbook that is a Q&A document to help them identify component units and how to report pensions, postemployment plans and custodial funds.

The following is a summary of upcoming accounting pronouncements that could have an impact on the Town:

1. Disclosure Framework:

The objective of this project is to develop concepts related to a framework for the development and evaluation of notes to financial statements for the purpose of improving the effectiveness of note disclosures in government financial reports. The framework will establish criteria for the Board to use in evaluating potential note disclosure requirements during future standards-setting activities and in reexamining existing note disclosure requirements. Those concepts also will provide governments a basis for considering the essentiality of information items for which the GASB does not specifically provide authoritative disclosure guidance.

Update: The Concepts Statement, Communication Methods in General Purpose External Financial Reports that Contain Basic Financial Statements; Notes to Financial Statements, has taken a turn from the original timeline. There were specific discussions related to the concept of essentiality. As the concept of essentiality is significant to the Concepts Statement, it would have a broad impact to users of the financial statements and Governmental Accounting Standards Advisory Council indicated some concern over the significance of the change in the proposed definition; the Board voted to re-expose the proposed concepts in an exposure draft. GASB anticipates the comment period on this revised exposure draft of this Concepts Statement to open in July 2021.

2. Financial Reporting Model:

Reexamination of Statements Nos. 34, 35, 37, 41 and 46 and Interpretation 6: The objective of this project is to make improvements to the financial reporting model, including Statement No. 34, Basic Financial Statements-and Management's Discussion and Analysis-for State and Local II Chavan & Associates, LLP Pa e23

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section E - Discussion of Relevant Accounting Issues
Town of Los Gatos Proposal for Auditing Services
Governments, and other reporting model-related pronouncements (Statements No. 35, Basic Financial Statements-and Management's Discussion and Analysis-for Public Colleges and Universities, No. 37, Basic Financial Statements-and Management's Discussion and Analysis-for State and Local Governments: Omnibus, No. 41, Budgetary Comparison Schedules-Perspective Differences, and No. 46, Net Assets Restricted by Enabling Legislation, and Interpretation No. 6, Recognition and Measurement of Certain Liabilities and Expenditures in Governmental Fund Financial Statements). The objective of these improvements would be to enhance the effectiveness of the model in providing information that is essential for decision-making and enhance the ability to assess a government's accounting and to address certain application issues, based upon the results of the pre-agenda research on the financial reporting model.

Update: After public hearings were held in March and April 2021, GASB is currently redeliberating the drafted Statement, Financial Reporting Model Improvements. The agenda on this Concepts Statement extends into 2022 with a draft expected in first quarter 2022.

3. Revenue and Expense Recognition:

The overall objective of this project is to develop a comprehensive, principles-based model that would establish categorization, recognition and measurement guidance applicable to a wide range of revenue and expense transactions. Achieving that objective will include: (1) development of guidance applicable to topics for which existing guidance is limited, (2) improvement of existing guidance that has been identified as challenging to apply, (3) consideration of a performance obligation approach to the GASB's authoritative literature and (4) assessment of existing and proposed guidance based on the conceptual framework. The expected outcome of the project is enhanced quality of information that users rely upon in making decisions and assessing accountability.

On the heels of the Financial Accounting Standards Boards (FASB) roll out of the revenue recognition guidance, GASB has taken up a similar project reviewing the guidance for recognition of revenues and expenses. Deliberations are anticipated to be ongoing through November 2022.

While this project is not anticipated for completion until 2025, the broad application and impact will make it one to keep up to date with its progress.

4. GASB Statement No. 87- Leases
Most organizations have transitioned their immediate focus on the implementation of GASB 87 as it will become effective for most fiscal 2022 year-end financial statements. GASB 87 defines a lease as a contract that conveys control of the right to use another entity's non-financial asset for a period of greater than one year. Purchased power agreements are exempt from this treatment (unlike the Financial Accounting Standards Board lease standard). GASB 87 is effective for fiscal years beginning after June 15, 2021.

II Chavan & Associates, LLP Pa e24

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ITEM NO. 12.

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Additional Information

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section F -Additional Information
Town of Los Gatos Proposal for Auditing Services
Current Client List
Cities/Towns CAFR GAS GAGAS Single Audit
City of Albany • • •
City of Del Rey Oaks • •
City of Lincoln •
City of Marina • • • •
City of Orovil I e • • • •
City of Pacific Grove • • • •
City of Point Arena • •
City of Rocklin • • • •
City of Saratoga • • • •
City of Suisun City • • • •
Town of Yountville • • •
Local Education Agencies CAFR GAS GAGAS Single Audit
An tel ope School District • •
Berkeley Ulified School District
BurlingameSchool District • . .

Cabrillo U,ified School D'strict • • .

Corning Uni on High School District . . .

Cotati -Rohnert Park Unified School District . . .

Cottonwood Uni on School District • •
Golden Valley Unified School District . . .

Hills borough City School District . . .

Jefferson Union High School District . . .

John Swett Ulified School District
Las Lomi tas School D. strict • •
Lassen View Union Elementary School District • •
Los Altos School District • • • •
Luther Burbank School District . . .

Menlo Park Gty School District . . .

Mil I brae School District . .

Mountain View Whisman School District . . .

Napa Val I ey Unified School District . . •
Orchard School District . •
Pacifica School District . • •
Red Bluff Joint Uli on High School D. strict • . .

Red Bluff Union Elementary School District • • •
Rosel and Elementary School District . • •
San Bruno Park School District . . .

San Carlos School District . . .

San LorenzoValleyUnified School District • • •
San Mateo Foster City School District . . •
San Rafael City Schools
Santa Rosa City Schools • • •
Sequoia Ulion High School District • • •
Sonoma Valley Unified School District . . .

Soquel Uni on Elementary School District • • •
South San Francisco Ulified School District
Union School District . . .

West County Transportation Agency . .

Woodside Elementary School Di strict • •
II Chavan & Associates, LLP
EAAP Other Bond (P39)
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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Section F -Additional Information
Town of Los Gatos Proposal for Auditing Services
Charter Schools CAFR GAS GAGAS Single Audit
Charter School of Morgan Hill ., .,
Cottonwood Creek Charter School ., .,
Credo High School ., .,
Kid Street Charter School ., .,
The Reach Charter School ., .,
Mission Preparatory School ., .,
Pathways Charter School ., .,
Roseland Charter School ., ., .,
RSTEMAcadamy Charter School ., .,
Stone Bridge Charter School ., .,
Woodland Star Charter School ., .,
Special Districts CAFR GAS GAGAS Single Audit
Bay Area Water Supply Cooservation Agency ., ., .,
Castro Valley Sanitary District ., .,
El Dorado Hil Is Community Services District ., ., .,
Lake Canyon Community Services District ., .,
Midpeninsul a Region al Open Space District ., ., .,
Purissima Hills Water District
Ross Val I ey Sanitary Ci strict ., ., .,
Santa Clara County Regional Open Space Auth ., ., .,
Sausalito-Marin City Sanitation District ., ., .,
Stege Sanitary District ., .,
Silicon Valley Clean Water ., .,
South San Fanci sco Conference Center .,
The d ti es' Group ., .,
Valley of the Moon Fire District ., .,
West Bay Sanitary District ., .,
West Val I ey Sanitation District ., .,
Westborough Water District
Non Profit Organizations CAFR GAS GAGAS Single Audit
Boys and Girls Clubs of Sonoma Valley .,
Center for Empowering Refugees & Immigrants .,
Chi I dren of Grace
Far West Wheel Chair Association .,
Hidaya Found a ti on .,
Mission Language and Vocational School .,
Morgan Hill Charter School Foundation .,
NASA AM ES Exchange .,
O'Connor Tract Co-Operative Water Co. .,
Peninsula Conflict Resolution Center .,
Redwood City Education Foundation .,
San Mateo County Exposition and Fair Association .,
Sonoma Val I ey Hospital Foundation .,
The Moc a Found a ti on .,
The San Jose Llbrary Foundation .,
Tru .,
Work2fu rure Foundation ., ., .,
Privately Held Corporations CAFR GAS GAGAS Single Audit Air Filter/Control
Dfusion, Inc. ., ., .,
Diagnostics for the Real World ., ., .,
FRTek US, LLC .,
Pathway to Choices .,
Roberts of Woodside
Sociometrics ., ., .,
II Chavan & Associates, LLP
EAAP Other Bond (P39)
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EAAP Other Bond (P39)
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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Technology in the Audit
Section F -Additional Information
Town of Los Gatos Proposal for Auditing Services
C&A is a paperless firm and we use secure cloud servers for file sharing. We have Lenovo laptops and Fujitsu scanners that we use in the field. Our secured laptops are synchronized to our cloud server every day to avoid loss of data. The scanners allow for flexibility during the audit since it is not feasible to expect every document in electronic format.

Our secure online fileshare and engagement organizer provide for a better option over e-mailing electronic files. Each of our clients has an account login username and password through our website or an emailed link that allows them to upload files. This is especially helpful with sensitive information such as payroll data as it is much more secure than e-mail.

Our audit software is ProSystems fx Engagement which we compliment with Knowledge Coach (KC) audit programs and workpapers. These programs allow us to roll-forward audit information without having to replace the audit programs in the binder because they automatically update with changes in auditing and accounting standards every month. Finally, we have purchased data extraction software for each of our laptops that convert Adobe and other file types to Word and Excel.

All of the above-mentioned technological innovations make the audit more efficient and provides us the opportunity to spend time in areas that are more meaningful to the District. It also reduces the time and effort required by District staff to provide information and minimizes redundancy from year to year in the audit.

Proposal Exceptions
C&A did not have any exceptions or requested changes to the Town's RFP conditions or requirements.

C&A's Responsibility for Detecting Fraud
While audits are not designed to root out every instance of fraud, we have a responsibility to detect material misstatements in the financial statements caused by either fraud or error. Accordingly, generally accepted auditing principles prescribe specific audit procedures to detect fraud that must be carried out during each audit. C&A must hold a fraud brainstorming session at the beginning of the audit. This session is designed to provide a time for the audit team to consider how the client could commit fraud. The brainstorming meeting is used to set a tone of professional skepticism in the audit.

Because committing material financial statement fraud often requires adjustments to financial records, C&A will test journal entries for any signs of manipulation. Another likely place for fraud is in accounting estimates since management may be able to influence accounting estimates to manipulate the financial statements. Generally, we perform procedures to determine if the methodology for completing accounting estimates has changed from the prior year and examine the directionality of estimates as a whole. We also closely examine significant unusual transactions outside of normal operations. This examination requires organizations to explain the purpose and rationale for the transaction and we corroborate management's response with other information received during the audit.

II Chavan & Associates, LLP Page 27

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachments

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment A - Peer Review Report

REPORT ON THE FIRM'S SYSTEM OF QUALITY CONTROL
June 18, 2021
To the Partners ofChavan & Associates, LLP
and the Peer Review Committee of the
California Society of Certified Public Accountants
We have reviewed the system of quality control for the accounting and auditing practice of Chavan & Associates, LLP in effect for the year ended December 31, 2019. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards).

A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at www.aicpa.org/prsummary. The summary also includes an explanation of how engagements are identified as not having been performed or reported in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating.

Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or repo1ted in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any.

Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review.

Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing Standards including compliance audits under the Single Audit Act.

As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures.

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment A - Peer Review Report
To the Partners ofChavan & Associates, LLP
and the Peer Review Committee of the
California Society of Certified Public Accountants

Page 2 ends

Opinion
In our opinion, the system of quality control for the accounting and auditing practice of Chavan & Associates, LLP in effect for the year ended December 31, 2019, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. Chavan & Associates, LLP has received a peer review rating of pass.

Santa Ana, California

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment A - Peer Review Report
PowELL & SPAFFORD, 1 c.

CERl 11-lt-D PUl31 IC .\CCOL;'-T'-\ '1 IS
Report on the Firm's System of Quality Control
To Chavan & Associates, LLP
and the Peer Review Committee of the California Society of CPAs Jessie C. Powell, CPA (Rel.)
Palrick D. Spofford, CPA
Lv IHI I I 1, ih, ( .1.r, r n, I ,� { 'If I ( f .\,1 f unbnn, \ I, 1111 .--r: ,._\m, rH 111 l,i,,lituft .J ( 1, l,fu. / I ul !u �\1 rrunl,,1', We have reviewed the system of quality control for the accounting and auditing practice of Chavan & Associates, LLP (the firm) in effect for the year ended December 31, 2016. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards).

A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at www.aicpa.org/prsummary. The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating.

Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any.

Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review.

Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing Standards, comp I iance audits under the Single Audit Act and audits of employee benefit plans.

As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures. -1-
447 Mis OU Pi C url • ccllands, CA 92373 • PO. ox ...J.7 • Redlands, CA '2375

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment A - Peer Review Report
Deficiencies Identified in the Firm's System of Quality Control We noted the following deficiencies during our review:

I. The firm's quality control policies and procedures addressing continuing professional education (CPE) are not sufficient to provide reasonable assurance that its personnel will have the education necessary to perform engagements in accordance with professional and regulatory requirements. The courses taken by firm personnel did not provide them with sufficient information about current developments in auditing matters. This contributed to audit engagements performed under Government Auditing Standards, including compliance audits under the Single Audit Act and audits of employee benefit plans, not conforming to professional standards in all material respects in the areas of proper presentation and disclosure for required supplemental information (RSI), documentation of independence, preparation of the schedule of expenditures of federal awards and documentation of testing specific to major program compliance. The audits of employee benefit plans did not conform to professional standards related to reporting, internal control documentation and participant testing.

2. The firm's quality control policies and procedures regarding monitoring did not provide it with reasonable assurance that the policies and procedures relating to the system of quality control are operating e
ffectively. The firm's quality control policies and procedures did not include ongoing inspection, and post issuance reviews to assist in providing ongoing consideration and evaluation of the quality control system.

Opinion
ln our opinion, except for the deficiencies previously described, the system of quality control for the accounting and auditing practice of Chavan & Associates, LLP in effect for the year ended December 3 I, 20 I 6, has been suitably designed and comp I ied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects.

Firms can receive a rating of pass, pass with deficiency (ie!)) or fail. Chavan & Associates, LLP has received a peer review rating of pass with deficiencies.

March 19, 2018
-2-

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ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment B - Prepared by Client List

LIST OF ITEMS (FORMAT AND PRESENTATION IS A DOWNLOAD FROM ENGAGEMENT ORGANIZER AND LESS PRESENTABLE)

SECTION NAME
Interim - Financial
Interim - General
Interim - Investments
Interim - Cash and Other
Interim - Receipts/Cash
Interim - Disbursements
Interim - Procurement
Interim - Commitments
Interim - Payroll/HR

REQUEST ITEM

1.1 - Preliminary Trial Balance for FY21 (July 1, 2020 to June 30, 2021) - FORMAT: Excel

1.2 - Chart of Accounts, with:
fund names and type ,account type, revenue category, expense department, etc. Please include a description for any new funds not included in the FY21 audited financial statements. - FORMAT: Excel

1.3 - 2021 adopted budget and amendments, if any - FORMAT: Any

1.4 - 2021 reconciliation of budget changes and amendments - FORMAT: Any

1.5 - Most recent board packet and financial information submitted to the board - Unless available online FORMAT: Adobe

2.0 - Internal accounting manual, policies and procedures. - Please ensure this includes all policies regarding purchasing, procurement and vendor card policy, hiring, fund balance or reserve, investment, billing, budget, debt, etc. FORMAT: Adobe

2.1 - Capital asset policy and procedures for property, plant, equipment, infrastructure and construction in progress. - unless included in the internal accounting manual provided above. FORMAT:

Adobe

2.2 -A summary of committees and subcommittees with contact information - FORMAT: Any

2.3 - Council by-laws - FORMAT: Adobe

2.4 - Organizational Chart - FORMAT: Any

2.5 - List of departments and contact information for main contact in each department. - FORMAT: Any

3.0 - Investment policy- unless included in the internal accounting manual provided above. FORMAT:

Any

3.1 - Most recent investment report approved by the Council - FORMAT: Any

4.0 - List of all bank and brokerage accounts under the Town's name and tax ID. Please include the bank and brokerage contact information. Where applicable, please note the purpose, restrictions, fund, etc. associated with each account - FORMAT: Any

5.0 - List of all locations/departments collecting cash and/or checks over the counter. - FORMAT:

Any .. ••

5.1 - Cash receipts listing/register by location through today - FORMAT: Excel

5.2 - For the Enterprise funds, please provide the most recent rate studies and council-approved rate changes.

6.0 - Summary of purchases by vendor through field work date - FORMAT: Excel

6.1 - Warrant register (including any EFT) from 7/1/2020 through field work date. - Please include the account code, vendor, amount, warrant#, and warrant date FORMAT: Excel

6.2 - List of credit cards and store cards/accounts with cardholder names, account numbers, and limits.

If the name of the card and the name used as the vendor for disbursements are different, please indicate the vendor name as well. - FORMAT: Any

6.3X - Support for Sampled Disbursements

7.0- List of projects that required formal bids awarded during fiscal year 2021.

7.1 - List of public projects over $5,000 - FORMAT: Any

8.0 - List of contracts entered into and open for 2021 - FORMAT: Any

9.0X - Payroll Sample

9.0 - Payroll register paid in March 2021 and November 2020 - FORMAT: Adobe

9.1 - List of employees, including identification of employees who work on federal programs, department, and category code (or job title) - FORMAT: Excel

9.2 - List of new hires with hire dates and category code (or job title) - FORMAT: Excel

9.3 - List of terminated employees with termination dates and category code (or job title) - FORMAT:

Any

9.4 - MOUs, employment contracts, management compensation agreements, Council compensations arrangements and supporting salary schedules - FORMAT: Adobe

9.5 - Employee handbook and/or HR policies Handbook - unless included in the internal accounting manual provided above. FORMAT: Adobe

9.6 - Conflict of interests policies for employees and Council, if any- unless included in the internal accounting manual provided above. FORMAT: Adobe

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ITEM NO. 12.

DocuSign Envelope ID: 252 9C04 4-9E2 4-4 732-8959-4 82B8D58876E Attachment B - Prepared by Client List

LIST OF ITEMS (FORMAT AND PRESENTATION IS A DOWNLOAD FROM ENGAGEMENT ORGANIZER AND LESS PRESENTABLE)

SECTION NAME
Interim -Debt
Federal Compliance
GANN Limit
Year-End -General
Year-End -Reporting

REQUEST ITEM

9.7 -List of employees receiving early termination benefits and a summary of those benefits, if any - FORMAT: Any

9.8 -Summary list of OP EB plans and retirement plans offered to employees, if any. - FORMAT: Any

9.9 -Census information (list of employees and retirees) sent to the actuarial for the retiree health plan (OP EB) valuation report (GASB 75). Please include their names, date of birth, and female/male. - FORMAT: Excel

9.10 -List of employees currently enrolled in the CalP ERS pension retirement plan. Please include their names, date of birth, and female/male. (GASB 68) FORMAT: Excel

10.0 -All debt agreements - FORMAT: Adobe

10.1 -Amortization schedules for all long-term debt - FORMAT: Excel

10.2 -Summary of capital and operating leases -Only if annual payment exceeds $10,000 FORMAT:

Excel

10.3 -Agreements for any new or amended capital or operating leases. - Only if annual payment exceeds $10,000 FORMAT: Adobe

11.0 -Grant tracker -schedule of expenditures of federal awards through date of field work. Please include the CFDA#, amount awarded, amount spent current year, amount spent for award if multi year award, program name, federal department name, pass-through entities, etc. -Please note if any portion of the State Revolving Fund loan is federally funded and if there were any additional draw downs in FY21. FORMAT: Excel

12.0 -Adopted resolution for the most recent appropriations limits. FORMAT: Adobe

12.1 -City's calculation of the most recent GANN limit

12.2 -Department of Finance Price Factor and population information used for the GANN limit calculation

13.0 -Detailed Trial Balance or Financial Summary Report by Fund and Object for June 30, 2021 - FORMAT: Excel

13.1 -Revenue and Expenditure report with adopted budget, final budget, actual and variance by Fund and Object for the fiscal years ended June 30, 2021 - FORMAT: Excel

13.2 -A list of journal entries from July 1, 2020 through date of field work. -This will also cover subsequent events. FORMAT: Excel

13.3 -List of all related parties known by the Town as well as policies and procedures used by City to identify related parties. FORMAT: Any

13.4 -Significant events after year end, such as debt agreements, significant purchases or contracts.

Required subsequent event disclosure. FORMAT: Any

14.0 -A list of commitments in dollar amounts to vendors and contractors outstanding at 6/30/2021, that have not been recorded in accounts payable or accrued liabilities. (encumbrances, open PO's and contracts) -Required for disclosure. Please list original and remaining commitment balances. This would include fire and police services contracts. FORMAT: Excel

14.1 -A list of Joint Powers Authorities (JPAs) for which the Town is a part of, the purpose of each JPA, the Town's role and contact information - FORMAT: Any

14.2 - The most recently available audit reports from JPAs for which the Town is a member. - FORMAT: Paper or Adobe
Year-End -Cash and Investments 15.0 -Bank reconciliations 6/30/2021 and 7/31/2021 - FORMAT: Any

15.1 -Bank statements for all cash accounts as of 6/30/2021 and 7/31/2021 - FORMAT: Paper or Adobe

15.2 -Summary of restricted cash as of June 30, 2021 - FORMAT: Any

15.3 -Brokerage and/or LAIF statements for the period ended June 30, 2021 - FORMAT: Paper or Adobe

15.4 -If not included in brokerage statements or treasurer's report, please provide a breakdown of investment maturities by type of investment in the categories of 12 moths or less, 13-24 months, 25-3 6 months, 37-48 months and 49-60 months. -If only deposit money in LAIF, checking or savings, this will not be applicable FORMAT: Any

Page 228 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment B - Prepared by Client List

LIST OF ITEMS (FORMAT AND PRESENTATION IS A DOWNLOAD FROM ENGAGEMENT ORGANIZER AND LESS PRESENTABLE)

SECTION NAME
Year-End -Accounts Receivable
and Revenue
Year-End - Capital Assets (PP&E)
Year-End - lnterfund
Year-End -Accounts Payable
Year-End - Deposit Payable
Year-End - Other Liabilities
Year-End -Accrued Liabilities
Year-End - Payroll
Year-End - PERS
Year-End - OPEB

REQUEST ITEM

15.5 - Summary of fair values by account or type of asset as required by GASB 72 (please contact [email protected] if you need clarification or assistance with this) - If only deposit money in LAIF, checking or savings, this will not be applicable FORMAT: Any

16.0 - Summary schedule of AR by customer, government or other resource as of 6/30/2021 - Please also include a aging report FORMAT: Excel

16.1 - Cash receipts listing/register by location from July 1, 2021 to field work. Please ensure the report at least includes the date, description and amount. FORMAT: Excel

16.2 - Reconciliation of property taxes

16.3 - Schedule of gas tax apportionment from the State Controller's Office

16.4 - Reconciliation of sales tax revenue to the general ledger and copies of BOE remittances

17.0 - Summary schedule showing capital assets beginning balances, additions, deletions, transfers, and ending balances for both governmental and proprietary capital assets by category as of June 30, 2021 - FORMAT: Excel

17.1 - Detailed listing capital assets at June 30, 2021, including cost, accumulated depreciation and current year depreciation - FORMAT: Excel

17.2 - List of all CIP by program with beginning, additions, deletions (transfers), and ending balance for fiscal year ending 6/30/21, if applicable - If possible, please include warrant/EFT #s for additions.

FORMAT: Excel

17.3 - Land or property held for sale and its net realizable value , if any. - FORMAT: Excel

17.4 - Depreciation expense by function for 6/30/2021 - FORMAT: Excel

17.XX Capital Asset Sample Support

18.0 - Summary schedule of balances due to and due from funds as of 6/30/2021 - This schedule should have three columns, the first column will report the fund with the due from (receivable), the second column will report the due to (payable), and the third column should explain the purpose of the transaction FORMAT: Excel

18.1 - Summary schedule of transfers in and transfers out and explanations as to the purpose of the transfers for FYE 2021 - FORMAT: Excel

19.0 - Summary of AP dollar balances by vendor and fund at June 30, 2021 - FORMAT: Excel

19.1 - Warrant register from 7/1/2021 to 9/1/2021. Please ensure this report includes the fund and object for each warrant. Excel format.

20.0 - List of deposit payables and reason for deposits - FORMAT: Any

21.0 - Insurance claim payable schedule showing beginning claim payable, claims incurred, increase/decrease in estimate liability for prior claim, claim paid, and ending claim payable for FYE 2021 - If not applicable, identify the cities total potential exposure after insurance. This could simply be the Town's deductible per occurrence. FORMAT: Any

21.1 - Open insurance claim report as of June 30, 2021 - FORMAT: Any

22.0 - Supporting schedules for accrued salaries and Payroll Register covering the final pay period of the year for FY 2021 - FORMAT: Paper or Adobe

23.0 - Payroll register with YTD totals as of June 30, 2021 - FORMAT: Paper or Adobe

23.1 - Payroll reconciliations from register or 941's to GL for FYR 6/30/2021, if any. - FORMAT: Excel

23.2 - Schedule of vacation and sick accruals, including beginning balance, earned, paid, and ending balance. (Compensated absences) for FYE 6/30/2021 - Please provide in hours and dollars FORMAT:

Excel

24.0 - Cal PERS actuarial valuation report for GASB 68 reporting, if not provided online on Cal PERS website - FORMAT: Paper or Adobe

24.1 - Schedule of CalPERS covered member, noting active and inactive members and which members are receiving benefits, for each plan -If not already provided at interim FORMAT: Any

24.2 - Summary of CalPERS contributions by employer and employee, for each plan - FORMAT: Any

25.0 -Actuarial report for GASB 75, if applicable. - If not already provided at interim FORMAT: Paper or Adobe

25.1 - CERBT or other trust account statement for FYE 6/30/2021 - FORMAT: Paper or Adobe

Page 229 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E Attachment B - Prepared by Client List

LIST OF ITEMS (FORMAT AND PRESENTATION IS A DOWNLOAD FROM ENGAGEMENT ORGANIZER AND LESS PRESENTABLE)

SECTION NAME
Year-End - Debt
Year-End - Fund Balance/Net
Assets
Year-End - GANN

REQUEST ITEM

26.0 - Schedule of long term debt showing beginning balance, payment, and ending balances and amounts due within one year for FYE 6/30/2021 - FORMAT: Paper or Adobe

26.1 - Debt agreements and amortization schedules, if any changes or for new debt. Please include any new debt issued subsequent to year end as well - If not already provided at interim FORMAT: Any

27.0 - Final summary of fund balance classifications per GASB 54 (Nonspendable, Restricted, Assigned and Unassigned) - FORMAT: Excel

27.1 - Town Council resolution supporting committed fund balances per GASB 54 and any revenue stabilization agreements, if any. - FORMAT: Paper or Adobe

28.0 - GANN Limit resolution and council agenda report for 2021. - Please provide the original resolution and calculation as well as the final resolution and calculation, if applicable FORMAT: Adobe or paper

28.1 - GANN Limit letter from state department of finance with population information - FORMAT:

Adobe or paper

Page 230 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8D58876E

ATTACHMENT C PROPOSER WARRANTIES
The proposer warrants that it can and will provide and make available, at a minimum, all of the services and deliverables set forth in this RF P.

The proposer warrants that it is willing and able to obtain an errors and omissions insurance policy providing a prudent amount of coverage for the willful or negligent acts or omissions of any officers, employees, or agents in conjunction with the services to be provided. C overage limits shall be $210001000 or more per occurrence, without reduction for claims paid during the policy period. The carrier should be duly insured and authorized to issue similar insurance policies for this nature in the State of C alifornia.

The proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the Town.

The proposer warrants that all information provided by it in connection with this proposal is true and accurate.

Printed Name: __ Sh_e_ld__o_nC__h_a_v_an _____________________ _ Title: Managing Partner
Firm: _C_ h_a_v_a_n_&_A_ _ ss_o_cia__te_s,__L_L P _____________________ _ Date: ----------------------------- 10/8/2021

Page 231 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

ATTACHMENT D - CONFLICT OF INTEREST STATEMENT

THIS FORM MUST BE PRINTED OUT, COMPLETED AND SUBMITTED WITH THE PROPOSAL

PROFESSIONAL AUDITING SERVICES
The undersigned declares:

I/We Chavan & Associates, LLP (Insert Name) have the following financial, business, or other relationship with Town of Los Gatos that may have an impact upon the outcome of the contract. If none, please specify that no other relationships may have an impact on this contract or Project.

None and no other relationships may have an impact on this contract I/We Chavan & Associates, LLP (Insert Name) have the following current clients who may have a financial interest in the outcome of this contract. If none, please specify that no other clients may have a financial interest with an impact on this contract or Project.

None
Pursuant to Government Code section 1090 and any other laws, rules and regulations that may apply, the Proposer covenants that neither it, its subcontractors nor employees presently have an interest, and shall not acquire any interest, direct or indirect, financial or otherwise that would conflict in any manner or degree with contract awarded from this RFP. Proposer certifies that to the best of its knowledge, no one who has or will have any financial interest in the contract awarded from this RFP is an officer or employee of the Town. Through its submittal of a proposal, Proposer acknowledges that it is familiar with Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California and will

Page 232 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8O58876E immediately notify the Town if it becomes aware of any facts concerning the contract to be awarded that constitute a violation of said provisions.

Furthermore, if there is reason to believe that collusion exists among the Proposers, the Town may refuse to consider proposals from participants in such collusion. No person, firm, or corporation under the same or different name, shall make, file, or be interested in more than one proposal for the same work unless alternate proposals are called for. A person, firm, or corporation who has submitted a sub-proposal to a Proposer, or who has quoted prices on materials to a Proposer, is not thereby disqualified from submitting a sub-proposal or quoting prices to other Proposers. Reasonable ground for believing that any Proposer is interested in more than one proposal for the same work will cause the rejection of all proposals for the work in which a Proposer is interested. If there is reason to believe that collusion exists among the Proposers, the Town may refuse to consider proposals from participants in such collusion. Proposers shall submit as part of their proposals documents the completed Non-Collusion Declaration provided herein.

I, on behalf of the Proposer, declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on October 8. 2021 [date], at Mogan Hill [city], CA [state].

Chavan & Associates, LLP Managing Partner
Proposer Name (Person, Firm, Corp.) Title of Authorized Representative 15105 Concord Circle, Ste 130 Sheldon Chavan
Address Name of Authorized Representative
Morgan Hill, CA 95037
City, State, Zip
10/8/2021
Date Signed

Page 233 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

ATTACHMENT E-NON-COLLUSION DECLARATION

THIS FORM MUST BE PRINTED OUT, COMPLETED AND SUBMITTED WITH THE PROPOSAL

PROFESSIONAL AUDITING SERVICES
The undersigned declares:

I am the Managing Partner [Insert Title] of Chavan & Associates, LLP [Insert name of company, corporation, LLC, partnership or joint venture] the party making the foregoing proposal.

The proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The proposal is genuine and not collusive or sham. The Respondent has not directly or indirectly induced or solicited any other respondent to put in a false or sham proposal. The Respondent has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham proposal, or to refrain from responding. All statements contained in the proposal are true.

Any person executing this declaration on behalf of a respondent that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the respondent.

Page 234 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

ATTACHMENT F - REFERENCES

THIS FORM MUST BE PRINTED OUT, COMPLETED AND SUBMITTED WITH THE PROPOSAL

PROFESSIONAL AUDITING SERVICES
List three (3) references for work of a similar nature to the Services performed within the last five (5) years.

Use additional sheets as necessary.

1. 2.

City of Carmel-by-the-Sea
Na me of Agency
Robin Scattini
Contact Name
831-620-2019
Contact Telephone
6/30/2019 to 6/30/2021
Contract Period
PO Box CC, Carmel-by-the-Sea, CA 93921
Agency Address
Finance Director
Contact Title
[email protected] .us
Contact Email Address
$27,000
Contract Amount
ACFR, Audit, Single Audit, GANN, Measure S, Management Letters Description of services performed including costs.

City of Saratoga 13777 Fruitvale Ave, Saratoga, CA 95070 Na me of Agency Agency Address
Dennis Jaw Finance Manager
Contact Name Contact Title
408-868-1227 [email protected]
Contact Telephone Contact Email Address
6/30/2014-6/30/2021 $39,000
Contract Period Contract Amount
ACFR, Audit, Single Audit, Management Letters, GANN, TDA Audit

Page 235 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4732-8959-482B8O58876E

3. Description of services performed including costs.

City of Del Rey Oaks
Name of Agency
Roberto Moreno
Contact Na me
831-394-8511
Contact Telephone
6/30/2018-6/30/2021
Contract Period
650 Canyon Del Rey Road, Del Rey Oaks, CA 93940
Agency Address
Chief Business Officer
Contact Title
[email protected]
Contact Email Address
$26,750
Contract Amount
Audit, GANN, Measure S, Police AUP, Management Letters
Description of services performed including costs.

I hereby certify that the Proposer performed the work listed above.

Sheldon Chavan 10/8/2021
Signature of Proposer Name Date
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 10/8/21 [date], at Morgan Hill [city], _CA [state].

By:

Name:

Title:

Sheldon Chavan
Managing Partner

Page 236 ends

ITEM NO. 12.

DocuSign Envelope ID: 2529C044-9E24-4 732-8959-482B8D58876E

ATTACHMENT G - STATEMENT REGARDING INSURANCE COVERAGE AND WORKER'S COMPENSATION INSURANCE ACKNOWLEDGMENT CERTI Fl CATE

THIS FORM MUST BE PRINTED OUT, COMPLETED AND SUBMITTED WITH THE PROPOSAL

PROFESSIONAL AUDITING SERVICES
PROPOSER HEREBY CERTIFIES that the Proposer has reviewed and understands the insurance coverage requirements specified in the RFP. Should the Proposer be awarded a contract for Services, Proposer further certifies that the Proposer can meet the specified requirements for insurance, including insurance coverage of any subcontractors, and agrees to name the Town as additional insured for the Services specified.

By certifying this form, the Proposer also understands the Worker's Compensation insurance requirement per the California Labor Code, Sections 1860 and 1861:

I am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Chavan & Associates, LLP
Name of Proposer (Person, Firm, or Corporation)
Signature of Proposer's Authorized Representative
Sheldon Chavan, Managing Partner
Name & Title of Authorized Representative
10/8/2021
Date of Signing

Page 237 ends

ITEM NO. 12.

PREPARED BY: Maura Herlihy
Senior Administrative Analyst PPW
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Administrative Services Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 13
DATE: January 20, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution to Ratifying the Emergency Procurement of Services for Flood Restoration at Civic Center
RECOMMENDATION: Adopt a resolution to ratify Town staff’s emergency purchasing actions; grant the Town Manager the authority to execute an Agreement for Services in substantially the form prepared, as necessary to complete flood remediation and restoration work with Sharjo, LLC in an amount not to exceed $300,000; and authorize an expenditure budget adjustment in the amount of $300,000 to the Annual Unanticipated Repairs Project (CIP No. 811-9904; 4118151) funded from the General Fund unassigned fund balance.

FISCAL IMPACT:

The total cost for flood response, mitigation, remediation, and anticipated restoration work at the Civic Center is still being developed. Final costs are still being determined but are not expected to exceed $300,000.

Funding will be provided through an appropriation from the General Fund unassigned Fund Balance to the Annual Unanticipated Repairs Project (CIP No. 811-9904; 4118151). Staff is concurrently pursuing reimbursement through the Town’s insurance program; however, authorization of capital project expenditures ensures that all required work can proceed without delay, regardless of the timing or outcome of insurance reimbursement. Authorization of the full not-to-exceed amount provides flexibility to address additional damage identified during restoration without requiring subsequent Council action. The Town anticipates insurance reimbursement for eligible costs in excess of the $100,000 flood deductible and $10,000 mold deductible.

Page 238 ends

ITEM NO. 13.

PAGE 2 OF 3
SUBJECT: Emergency Purchasing Ratification – Civic Center Flooding DATE: January 20, 2026
STRATEGIC PRIORITY:

This item is associated with the Town’s strategic priorities of public safety and quality public infrastructure.

EXECUTIVE SUMMARY:

On December 25, 2025, significant rainfall resulted in flooding at the Civic Center, impacting multiple public-facing and staff work areas. Immediate action was required to stabilize conditions and prevent further damage. Pursuant to authority granted under Town Council Policy 4-06 and Town Code Section 2.50.145, the Town Manager authorized Parks and Public Works staff to initiate emergency purchasing actions to address the damage. As repair needs continue to be evaluated and costs refined based on expanded damage assessments, this item seeks to ratify emergency purchasing actions and authorize funding and contracting authority to allow restoration work to proceed without delay.

BACKGROUND:

On December 25, 2025, during a significant rainstorm, flooding occurred within the Civic Center. Impacted areas included the Clerk’s Office, the Community Development Department (CDD), the Council Chambers lobby, and adjacent office spaces. The flooding posed an immediate risk to Town facilities, public health, and the Town’s ability to maintain normal operations when the Civic Center reopened following the holiday closure.

Parks and Public Works staff contacted Sharjo LLC dba ServiceMaster on December 25, 2025.

Sharjo LLC dba ServiceMaster was selected based on staff’s past positive experience with the company in responding quickly and efficiently to similar incidents. The contractor mobilized the same day to begin water extraction, drying, and damage assessment activities. Early action focused on stabilizing conditions and preserving the safety and usability of the facility.

DISCUSSION:

The flooding event constituted a sudden and unexpected occurrence that posed an imminent risk to Town property, public health, and the continuity of municipal operations. Consistent with the definition of an emergency under Town Council Policy 4-06 and the authority vested in the Town Manager under the Town’s Purchasing Policy 4-06, Emergency Procurement Policy 4- 10, Town Code Section 2.50.145, and Public Contract Code Section 22050, the Town Manager exercised delegated purchasing authority to authorize Parks and Public Works to immediately contract for and expend Town resources necessary to address the damage and restore safe conditions at the Civic Center. Following any flooding event, a fast response is critical to preventing the growth of mold within the impacted building materials, so this emergency action

Page 239 ends

ITEM NO. 13.

PAGE 3 OF 3
SUBJECT: Emergency Purchasing Ratification – Civic Center Flooding DATE: January 20, 2026
was warranted. Attachment 1 is a resolution recognizing the flood event and authorizing the emergency purchase of services.

Emergency response and remediation activities included immediate water extraction and drying, removal of impacted materials, cleaning and disinfection, moisture monitoring, air quality testing, and restoration of affected interior components. Air quality testing conducted on January 5, 2026, indicated no measurable mold in the building.

Following water extraction from carpeted areas, Sharjo LLC dba ServiceMaster continued initial emergency remediation work; removed two feet of wall material in affected areas, disposed of wall materials, inspected and disinfected the space between walls, and restored the area. This protocol is consistent with recommendations for minimizing the risk of mold growth in buildings.

Based on contractor quotes and projected restoration costs, staff recommends a not-to-exceed authorization of $300,000 to address unforeseen conditions identified during ongoing restoration planning without requiring additional Council action. Attachment 2 is a draft of the agreement with Sharjo, LLC. The agreement will be finalized after staff has confirmed project costs with the contractor.

CONCLUSION:

The Civic Center flooding required immediate action to protect Town property, safeguard public health, and maintain essential municipal operations. The Town Manager directed staff to act within the authority granted under Town policy and code. Ratification of emergency actions and authorization of funding and contracting authority will allow staff to complete repairs efficiently and maintain transparency and fiscal accountability while final costs are confirmed.

COORDINATION:

This report was prepared with coordination among the Parks and Public Works Department, Finance Department, Town Attorney, and Town Manager’s Office.

ENVIRONMENTAL ASSESSMENT:

This is not a project as defined under the California Environmental Quality Act (CEQA), and no further environmental review is required.

Attachments:

1. Resolution Authorizing the Emergency Procurement of Services to Repair Flood Damage at the Civic Center

2. Draft Agreement – Sharjo LLC

Page 240 ends

ITEM NO. 13.
1 of 2
Resolution 20 - Council Meeting Date
ATTACHMENT 1
RESOLUTION 20 -xx

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

THE EMERGENCY PROCUREMENT OF SERVICES FOR FLOOD RESTORATION AT CIVIC CENTER
WHEREAS, the Town of Los Gatos experienced substantial rainfall on the morning of December 25, 2025; and
WHEREAS, stormwater associated with that rainfall entered the Civic Center both upstairs and downstairs, flooding lobby areas at the Clerk’s office and Community Development Department, and various office locations; and
WHEREAS, the Los Gatos Town Code Sections 2.59.130(b) and 2.50.145, Town Purchasing Policy 4-06, Town Emergency Procurement Policy 4-10, and Public Contract Code Section 22050 provide the Town Manager authority to authorize repairs that are necessary to preserve property in the event of an emergency; and
WHEREAS, flooding is known to contribute to the growth of mold if mitigation measures are not implemented immediately, leading to potential health and safety impacts for staff and the public; and
WHEREAS, in accordance with CEQA Guidelines Section 15301, repairs to an existing facility are exempt from the California Environmental Quality Act (CEQA); BE IT RESOLVED that the Town Council of the Town of Los Gatos does hereby declare, determine, and order that:

1. The Town Council ratifies the emergency procurement of services from ServiceMaster to support remediation and restoration of the Civic Center and confirms that the Town Manager was authorized to execute the necessary agreement for this work.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 20th day of January, 2026, by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

Page 241 ends

ITEM NO. 13.
2 of 2
Resolution 20 - Council Meeting Date
ATTACHMENT 1
SIGNED:
_______________________________

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
ATTEST:
___________________________________

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA

Page 242 ends

ITEM NO. 13.

DRAFT

AGREEMENT FOR SERVICES

Page 1 of 7 ends

Agreement for Services
Sharjo, LLC

AGREEMENT FOR SERVICES

PREAMBLE
THIS AGREEMENT is by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Sharjo, LLC (“Contractor”), a Limited Liability Company and whose address is 5451 Industrial Way, Benicia, CA, 94510. This Agreement is made with reference to the following facts.

I. RECITALS
A. Contractor represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

B. Town desires to engage Contractor to provide water intrusion remediation services.

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

II. AGREEMENT
A. Scope of Services. Contractor shall provide services as described in the Scope of Services, which is hereby incorporated by reference and attached as Exhibit A and Exhibit B.

B. Term. The term of this Agreement shall be from Thursday, December 25, 2025 to Thursday, December 31, 2026.

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

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

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

ATTACHMENT 2

Page 243 ends

ITEM NO. 13.

DRAFT

Page 2 of 7 ends

Agreement for Professional Services
Sharjo, LLC
F. Compensation: Compensation for services at the rates set forth in Exhibit A and Exhibit B and in the amount not to exceed TBD, inclusive of all costs subject to appropriation of funds, notwithstanding any other provision in this agreement. Payment shall be based upon Town approval of each task.

G. Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

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

Invoices: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
Email (preferred): [email protected]
H. Availability of Records. Contractor shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Contractor shall make these records available to authorized personnel of the Town at the Contractor offices during business hours upon written request of the Town.

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

J. Independent Contractor. It is understood that the Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Contractor may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Contractor agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Contractor shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Contractor or is based on allegations of Contractor's negligent performance or wrongdoing.

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

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promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

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

III. INSURANCE AND INDEMNIFICATION
A. Minimum Scope of Insurance:

1. Contractor agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

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

3. Contractor shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Contractor agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

B. General Liability:

1. The Town, its elected and appointed officials, employees, and agents are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor, premises owned or used by the Contractor.

2. The Contractor's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or agents shall be excess of the Contractor's insurance and shall not contribute with it.

3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or agents.

4. The Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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

D. Workers’ Compensation. In addition to these policies, Contractor shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town

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before beginning services under this Agreement. Further, Contractor shall ensure that all subcontractors employed by Contractor provide the required Workers' Compensation insurance for their respective employees. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.

E. Indemnification. The Contractor shall indemnify the Town its elected and appointed officials, employees and agents from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by any act or omissions of the Contractor, or any of the Contractor's officers, employees, or agents or any subcontractor. Contractor shall defend the Town against any such claims.

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

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

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

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

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

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

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

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

4. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, the contractor agrees to present to the TOWN, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the Agency or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

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

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

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

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

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ITEM NO. 13.

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

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street, Los Gatos, CA 95030
Sharjo, LLC
5451 Industrial Way, Benicia, CA, 94510
or personally delivered to the Contractor to such address or such other address as Contractor designates in writing to Town.

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

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

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ITEM NO. 13.

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Agreement for Professional Services
Sharjo, LLC
IN WITNESS WHEREOF, the Town and the Contractor have executed this Agreement.

TOWN OF LOS GATOS: Sharjo LLC
**signature_63668**

SIGNATURE
Chris Constantin

FULL NAME
Town Manager
TITLE
**date_signed_63668**

DATE SIGNED
**signature_63666**

SIGNATURE
Francisco Vega

VENDOR SIGNATORY'S FULL NAME
Chief Operating Officer

VENDOR SIGNATORY'S TITLE
**date_signed_63666**

DATE SIGNED
Approved as to form:
**signature_63667**

SIGNATURE
Gabrielle Whelan

FULL NAME
Town Attorney
TITLE
**date_signed_63667**

DATE SIGNED
The execution date is the date on which the last party has signed.

Attachments:

A - Exhibit A
B - Exhibit B

Page 249 ends

ITEM NO. 13.

PREPARED BY: Sean Mullin, AICP
Planning Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Community Development Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 14
DATE: January 15, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Consider a Recommendation by the Planning Commission to Approve a Zone Change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) and a General Plan Amendment to Change the Land Use Designation from Central Business District to Medium Density Residential, for Property Located at 4 Tait Avenue. APN: 510-44-054. Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3). Zone Change Application Z-25-002 and General Plan Amendment Application GP-25-002. Property
Owner/Applicant: Town of Los Gatos. Project Planner: Sean Mullin.

Ordinance Title: An Ordinance of the Town Council of the Town Of Los Gatos Amending the Zoning Code from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (SingleFamily Residential Downtown with a Landmark and Historic Preservation Overlay) for Property Located at 4 Tait Avenue.

RECOMMENDATION: Accept the Planning Commission’s recommendation and introduce an Ordinance effecting a zone change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay), and adopt a Resolution effecting a General Plan amendment to change the Land Use designation from Central Business District to Medium Density Residential, for property located at 4 Tait Avenue.

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ITEM NO. 14.

PAGE 2 OF 5
SUBJECT: 4 Tait Avenue Rezone and General Plan Amendment/Z-25-002 and GP-25-002 DATE: January 15, 2026
FISCAL IMPACT:

There is no fiscal impact associated with this action. Approving the zone change and General Plan amendment applications would not in itself result in an impact on the Town’s budget.

STRATEGIC PRIORITY:

The zone change and General Plan amendment supports the Town’s core goal of Community Character and the strategic priority to preserve the Town’s small-town charm and provide a range of housing opportunities and historic neighborhoods, while diligently maintaining and implementing the Housing Element.

BACKGROUND:

The subject parcel is owned by the Town and located at the northeast corner of Tait Avenue and West Main Street in the Broadway Historic District (Attachment 1). The property is developed with an approximately 2,525-square foot primary building and an ancillary outbuilding originally constructed as a fire station and later used as a museum. The museum use was discontinued several years ago. The primary building and outbuilding are currently unoccupied.

On August 4, 2020, the Town Council authorized the Town Manager to execute a long-term lease agreement with Tait Firehouse LLC for the subject property. The agreement allowed the property to remain in Town control, maintained the historic value of the property, required no monetary resources from the Town, and provided a potential annual revenue stream to the Town.

On April 20, 2021, the Town Council introduced an Ordinance to rezone the property from R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) to C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) and adopted a resolution approving a General Plan amendment to change the Land Use designation from Medium Density Residential to Central Business District (Attachment 5, Exhibits 2 and 3). These changes were requested by the applicant at the time to allow the building to be leased for commercial uses. A viable commercial tenant for the space was not secured, and the property remains unoccupied.

On January 21, 2025, the Council adopted a resolution declaring the property to be exempt surplus land pursuant to the Surplus Land Act [Government Code Section 54221(f)(1)(B)] and authorizing the Town Manager to pursue disposal of the property (Attachment 5, Exhibit 4).

On October 7, 2025, the Council approved an agreement for brokerage services for the disposition of the property.

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ITEM NO. 14.

PAGE 3 OF 5
SUBJECT: 4 Tait Avenue Rezone and General Plan Amendment/Z-25-002 and GP-25-002 DATE: January 15, 2026
Given the challenges experienced in trying to secure a viable commercial tenant for the property, the Town now seeks to return to the residential designation of the property by changing the zoning from C-2:LHP to R-1D:LHP, and changing the Land Use designation from Central Business District to Medium Density Residential.

On December 10, 2025, the Planning Commission received the staff report and public comments on the proposed project and forwarded a recommendation of approval to the Town Council by unanimous vote (Attachments 5 through 7).

The Town Council serves as the final decision-making body for the zone change and General Plan amendment applications.

DISCUSSION:

A. Project Summary
The Town seeks to return to the residential designation of the property by changing the zoning from C-2:LHP to R-1D:LHP and changing the Land Use designation from Central Business District to Medium Density Residential.

B. Planning Commission
On December 10, 2025, the Planning Commission received the staff report, and public comments on the proposed project and forwarded a recommendation of approval to the Town Council by unanimous vote (Attachments 5 through 7).

PUBLIC COMMENTS:

Project signage was installed on the site, and written notice was sent to property owners and tenants located within 300 feet of the subject property. Project signs were updated following the Planning Commission hearing dates to show the Town Council hearing date and time. At the time of publication of this report, no public comments were received.

CONCLUSION:

The Town seeks to return to the residential designation of the property by changing the zoning from C-2:LHP to R-1D:LHP and changing the Land Use designation from Central Business District to Medium Density Residential. The proposed zone change and General Plan amendment would be consistent with the existing pattern of zones and land uses adjacent to downtown (Attachment 1). Additionally, reuse of the existing historic structure is supported by General Plan goals and policies.

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ITEM NO. 14.

PAGE 4 OF 5
SUBJECT: 4 Tait Avenue Rezone and General Plan Amendment/Z-25-002 and GP-25-002 DATE: January 15, 2026
RECOMMENDATION:

Staff recommends that the Town Council take the following actions:

1. Make the required finding that there is no possibility that this project will have a significant impact on the environment; therefore, the project is not subject to the California Environmental Quality Act, Section 15061 (b)(3) (Attachment 2);

2. Introduce an Ordinance to effect the Zone Change, including the findings that the proposed zone change is consistent with the General Plan and its Elements in that the proposed zoning is consistent with the proposed General Plan Land Use designation (Attachment 2);

3. Adopt a Resolution to approve the General Plan Amendment, including the findings that the General Plan amendment is internally consistent with the existing goals and policies of the General Plan and its Elements (Attachment 4); and

4. Approve Zone Change application Z-25-002 and General Plan Amendment application GP-25-002.

ALTERNATIVES:

Alternatively, the Council can:

1. Approve the applications with additional and/or modified conditions; or

2. Continue the matter to a date certain with specific direction; or

3. Deny the applications and make the required findings for denial.

COORDINATION:

This report was coordinated with the offices of the Town Manager and Town Attorney.

ENVIRONMENTAL ASSESSMENT:

This is a project as defined under CEQA but is Categorically Exempt [Section 15061 (b)(3)]. A Notice of Exemption will not be filed.

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ITEM NO. 14.

PAGE 5 OF 5
SUBJECT: 4 Tait Avenue Rezone and General Plan Amendment/Z-25-002 and GP-25-002 DATE: January 15, 2026
ATTACHMENTS:

1. Location Maps (showing existing and proposed General Plan Land Use designations and Zoning)

2. Draft Required Findings

3. Draft Ordinance for the Zone Change, with Exhibit A

4. Draft Resolution for the General Plan Amendment, with Exhibit A

5. December 10, 2025, Planning Commission Staff Report, with Exhibits 1 through 8

6. December 10, 2025, Planning Commission Addendum report, with Exhibit 9

7. December 10, 2025, Planning Commission Verbatim Minutes

8. Public comment received before 11:00 a.m., Thursday, January 15, 2026

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ITEM NO. 14.

VICTORY LN

S SANTA CRUZ AV

BEAN AV

WILDER AV

LYNDON AV
ELM ST
W MAIN

TAIT AV

BAYVIEW AV

BROADWAY

W MAIN ST

W MAIN ST
MASSOL
CT

FARWELL LN

CLIFTON AV

STATION WY

BROADWAY

MON T E B ELLO WY

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TURNSTYLE PATH

PENNSYLVANIA AV

N SANTA CRUZ AV

BAYVIEW
CT
C-2
R-1D
R-1D:LHP
C-2:LHP
R1-D RC
RM-5:12
4 Tait Avenue
Existing Zoning
ATTACHMENT 1 Page 255
ITEM NO. 14.

VICTORY LN

S SANTA CRUZ AV

BEAN AV

WILDER AV

LYNDON AV
ELM ST
W MAIN

TAIT AV

BAYVIEW AV

BROADWAY

W MAIN ST

W MAIN ST
MASSOL
CT

FARWELL LN

CLIFTON AV

STATION WY

BROADWAY

MON T E B ELLO WY

GLEN RIDGE AV

TURNSTYLE PATH

PENNSYLVANIA AV

N SANTA CRUZ AV

BAYVIEW
CT
C-2
R-1D
R-1D:LHP
C-2:LHP
R1-D RC
RM-5:12
4 Tait Avenue
Proposed Zoning

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ITEM NO. 14.

PARK AV

VICTORY LN

S SANTA CRUZ AV

BEAN AV

WILDER AV

LYNDON AV
ELM ST
W MAIN

TAIT AV

BAYVIEW AV

BROADWAY

W MAIN ST

W MAIN ST
MASSOL
CT

FARWELL LN

CLIFTON AV

STATION WY

BROADWAY

MON T E B E LLO WY

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TURNSTYLE PATH

PENNSYLVANIA AV

N SANTA CRUZ AV

BAYVIEW
CT
Low
Density
Residential
Central
Business District
Medium Density
Residential
4 Tait Avenue
Existing General Plan Land Use Designation

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ITEM NO. 14.

PARK AV

VICTORY LN

S SANTA CRUZ AV

BEAN AV

WILDER AV

LYNDON AV
ELM ST
W MAIN

TAIT AV

BAYVIEW AV

BROADWAY

W MAIN ST

W MAIN ST
MASSOL
CT

FARWELL LN

CLIFTON AV

STATION WY

BROADWAY

MON T E B E LLO WY

GLEN RIDGE AV

TURNSTYLE PATH

PENNSYLVANIA AV

N SANTA CRUZ AV

BAYVIEW
CT
Low
Density
Residential
Central
Business District
Medium Density
Residential
4 Tait Avenue
Proposed General Plan Land Use Designation

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ITEM NO. 14.

TOWN COUNCIL – January 20, 2026

REQUIRED FINDINGS
4 Tait Avenue
Zone Change Application Z-25-002
General Plan Amendment Application GP-25-002
Consider a Recommendation by the Planning Commission to Approve a Zone Change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) and a General Plan Amendment to Change the Land Use Designation from Central Business District to Medium Density Residential, for Property Located at 4 Tait Avenue. APN: 510-44-054. Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3).

Property Owner/Applicant: Town of Los Gatos
FINDINGS:

Required finding for CEQA:
 That there is no possibility that this project will have a significant impact on the environment; therefore, the project is not subject to the California Environmental Quality Act, Section 15061 (b)(3), in that it can be seen with certainty that there is no possibility that the proposed amendments to the Town Code and General Plan will have a significant effect on the environment, because the project does not include any modification that would affect the historical significance of the building.

Required consistency with the Town’s General Plan:
 That the proposed Zone Change is consistent with the General Plan and its Elements in that the proposed zoning is consistent with the proposed General Plan Land Use designation.  That the General Plan amendment is internally consistent with the existing goals and policies of the General Plan and its corresponding Elements.

N:\DEV\FINDINGS\2025\Tait Ave, 4 - Findings - PC 12-03-25.docx ATTACHMENT 5

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ATTACHMENT 3

DRAFT ORDINANCE

AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS

AMENDING THE ZONING CODE
FROM C-2:LHP (CENTRAL BUSINESS DISTRICT WITH A LANDMARK AND HISTORIC

PRESERVATION OVERLAY)
TO R-1D:LHP (SINGLE-FAMILY RESIDENTIAL DOWNTOWN WITH A LANDMARK AND

HISTORIC PRESERVATION OVERLAY)
FOR PROPERTY LOCATED AT 4 TAIT AVENUE.

WHEREAS, the applicant requests approval to change the zoning from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) on property located at 4 Tait Avenue (Santa Clara County Assessor Parcel Number 510-44-054); and WHEREAS, the Planning Commission recommended approval of the zone change at its regularly noticed public hearing on December 10, 2025, finding that the R-1D:LHP (SingleFamily Residential Downtown with a Landmark and Historic Preservation Overlay) zoning is consistent with the zoning of neighboring properties and consistent with the proposed use of the property; and
WHEREAS, this matter was regularly noticed in conformance with State and Town law and came before the Town Council for public hearing on January 20, 2026; and WHEREAS, the Town Council accepted the report of the Planning Commission’s recommendation of approval for the proposed General Plan amendment; and WHEREAS, the Town Council considered all facts and information related to a request to change the zoning designation for the property at 4 Tait Avenue from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) as shown on Exhibit A.

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ITEM NO. 14.
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Ordinance Council Meeting Date
ATTACHMENT 3

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

SECTION I. Legislative Findings.

A. With regard to CEQA, there is no possibility that this project will have a significant impact on the environment; therefore, the project is not subject to the California Environmental Quality Act, Section 15061 (b)(3), in that it can be seen with certainty that there is no possibility that the proposed amendments to the General Plan and Town Code will have a significant effect on the environment, because the project does not include any modification that would affect the historical significance of the building.

B. With regard to required consistency with the Town’s General Plan, the zone change is consistent with the General Plan and its Elements, including but not limited to Goals LU-1, LU-6, CD-6, CD-10, CD-12, and CD-13, and Policies LU-1.4, LU-6.1, LU-6.3, LU-6.4, LU-6.5, CD6.1, CD-10.1, CD-12.1, and CD-12.2.

SECTION I. Zone Change.

The Town Code of the Town of Los Gatos is hereby amended to change the zoning of the property at 4 Tait Avenue (Santa Clara County Assessor Parcel Number 510-44-054) as shown on the map attached hereto as Exhibit A, and is part of this Ordinance, from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay).

SECTION III. Severability.

In the event that a court of competent jurisdiction holds any Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance unconstitutional, preempted, or otherwise invalid, the invalid portion shall be severed from this Ordinance and shall not affect the validity of the remaining portions of this Ordinance. The Town hereby declares that it would have adopted each Section, subsection, paragraph, sentence, clause, or phrase in this Ordinance irrespective of the fact that any one or more Sections, subsections, paragraphs,

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ITEM NO. 14.
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Ordinance Council Meeting Date
ATTACHMENT 3
sentences, clauses, or phrases in this Ordinance might be declared unconstitutional, preempted, or otherwise invalid.

SECTION IV. Publication.

In accordance with Section 36937 of the Government Code of the State of California, this Ordinance takes effect 30 days from the date of its passage. The Town Council hereby directs the Town Clerk to cause this Ordinance or a summary thereof to be published or posted in accordance with Section 36933 of the Government Code of the State of California.

SECTION V. Effective Date.

This Ordinance was introduced at a regular meeting of the Town Council of the Town of Los Gatos on the 20th day of January 2026, and adopted by the Town Council of the Town of Los Gatos on the ____ day of _____ 2026, by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: __________________
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: __________________

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ITEM NO. 14.

TAIT AV

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BROADWAY

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TOWN OF LOS GATOS
Application No.

Change of zoning map amending the Town Zoning Ordinance.

Zone Change
Prezoning
From: C-2:LHP To: R-1D:LHP
Z-25-002 A.P.N. # 510-44-054
Forwarded by Planning Commission
Approved by Town Council
Clerk Administrator
Date:

Mayor
Date: December 10, 2025
Ord:
§
4 Tait Avenue

EXHIBIT A

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ITEM NO. 14.
1 of 2
Resolution 26 - _______ __, 2025
Draft Resolution to
be modified by Town
Council deliberations
and direction.

RESOLUTION 2026-

RESOLUTION OF THE TOWN COUNCIL

OF THE TOWN OF LOS GATOS

AMENDING THE GENERAL PLAN LAND USE DESIGNATION FROM CENTRAL BUSINESS

DISTRICT TO MEDIUM DENSITY RESIDENTIAL
FOR PROPERTY AT 4 TAIT AVENUE.

WHEREAS, the applicant requests approval to change the General Plan Land Use designation from Central Business District to Medium Density Residential on property located at 4 Tait Avenue (Santa Clara County Assessor Parcel Number 510-44-054); and WHEREAS, the Planning Commission recommended approval of the General Plan amendment at its regularly noticed public hearing on December 10, 2025, finding that the Medium Density Residential designation is consistent with the Land Use designations of neighboring properties and consistent with the proposed use of the property; and WHEREAS, this matter was regularly noticed in conformance with State and Town law and came before the Town Council for public hearing on January 20, 2026; and WHEREAS, the Town Council accepted the report of the Planning Commission’s recommendation of approval for the proposed General Plan amendment; and WHEREAS, the Town Council considered all facts and information related to a request to change the General Plan Land Use designation for the property at 4 Tait Avenue from Central Business District to Medium Density Residential as shown on Exhibit A.

NOW, THEREFORE, BE IT RESOLVED, that the Town Council of the Town of Los Gatos does hereby declare, determine, and order that the following findings are made by the Town Council of the Town of Los Gatos:

1. The project is Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061(b)(3), in that it can be seen with certainty that there is no possibility that the proposed amendments to the General Plan and Town Code will have a significant effect on the environment, because the project does not include any modification that would affect the historical significance of the building.

2. This amendment is in the public interest because it changes the Land Use designation to Medium Density Residential consistent with the proposed R-1D zoning and provides for multiple-family residential, duplex, and/or small single-family homes consistent with the surrounding parcels.

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2 of 2
Resolution 26 - _______ __, 2025

3. The General Plan amendment is internally consistent with the existing goals and policies of the General Plan and its corresponding Elements, including but not limited to: LU-1, LU-6, LU-1.4, LU-6.1, LU-6.3, LU-6.4, LU-6.5, CD-6, CD-10, CD-12, CD-13, CD-6.1, CD-10.1, CD-12.1, and CD-12.2.

NOW, THEREFORE, BE IT FURTHER RESOLVED, that upon the effective date of the ordinance effecting the Zone Change, the Town Council of the Town of Los Gatos hereby changes the General Plan Land Use designation for property at 4 Tait Avenue as shown on Exhibit A, from Central Business District to Medium Density Residential.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 20
th day of January, 2026, by the following vote:

COUNCIL MEMBERS:

AYES:

NAYS:

ABSENT:

ABSTAIN:

SIGNED:

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: __________________
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: __________________

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TOWN OF LOS GATOS
From: Central Business District
To: Medium Density Residential
Application No. GP-25-002 A.P.N. # 510-44-054
Change of the general plan map amending the Town General Plan Forwarded by Planning Commission
Approved by Town Council
Clerk Administrator
Date:

Mayor
Date: December 10, 2025
Resolution:
4 Tait Avenue
§

EXHIBIT A

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PREPARED BY: Sean Mullin, AICP
Planning Manager
Reviewed by: Community Development Director and Town Attorney 110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

PLANNING COMMISSION
REPORT
MEETING DATE: 12/10/2025
ITEM NO: 6
DATE: December 5, 2025
TO: Planning Commission
FROM: Joel Paulson, Community Development Director
SUBJECT: Consider a Request for Approval for a Zone Change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) and a General Plan Amendment to Change the Land Use Designation from Central Business District to Medium Density Residential, for Property Located at 4 Tait Avenue. APN: 510-44-054.

Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3). Zone Change Application Z-25-002 and General Plan Amendment Application GP-25-002. Property Owner/Applicant: Town of Los Gatos.

Project Planner: Sean Mullin.

RECOMMENDATION:

Consider a request for approval for a zone change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) and a General Plan Amendment to change the Land Use Designation from Central Business District to Medium Density Residential, for property located at 4 Tait Avenue.

PROJECT DATA:

General Plan Designation: Central Business District
Zoning Designation: C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay)
Applicable Plans & Standards: General Plan, Town Code
Parcel Size: 0.27 Acres

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ITEM NO. 14.

PAGE 2 OF 7
SUBJECT: 4 Tait Avenue/Z-25-002 and GP-25-002
DATE: December 5, 2025
CEQA:

The project is Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3), in that it can be seen with certainty that there is no possibility that the proposed amendments to the Town Code and General Plan will have a significant effect on the environment, because the project does not include any modification that would affect the historic significance of the building.

FINDINGS:
▪ As required, pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, there is no possibility that this project will have a significant impact on the environment; therefore, the project is not subject to the California Environmental Quality Act, Section 15061 (b)(3).
▪ As required by the General Plan, the proposed zone change is consistent with the General Plan and its Elements in that the proposed zoning is consistent with the proposed General Plan designation.
▪ As required by the General Plan, the General Plan amendment is internally consistent with the existing goals and policies of the General Plan and its corresponding elements.

ACTION:

The Planning Commission will provide a recommendation to the Town Council who will render the final decision on the proposal.

BACKGROUND:

The subject parcel is owned by the Town and located at the northeast corner of Tait Avenue and West Main Street in the Broadway Historic District (Exhibit 1). The property is developed with an approximately 2,525-square foot primary building and an ancillary outbuilding originally constructed as a fire station and later used as a museum. The museum use was discontinued several years ago. The primary building and outbuilding are currently unoccupied.

Surrounding Area
Existing Land Use General Plan Zoning
North Residential Medium Density Residential R-1D
East Commercial Medium Density Residential and
Central Business District
R-1D and C-2
South Residential Medium Density Residential R-1D:LHP
West Residential Medium Density Residential R-1D

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ITEM NO. 14.

PAGE 3 OF 7
SUBJECT: 4 Tait Avenue/Z-25-002 and GP-25-002
DATE: December 5, 2025
On August 4, 2020, the Town Council authorized the Town Manager to execute a long-term lease agreement with Tait Firehouse LLC for the subject property. The agreement allowed the property to remain in Town control, maintained the historic value of the property, required no monetary resources from the Town, and provided a potential annual revenue stream to the Town.

On April 20, 2021, the Town Council introduced an ordinance to rezone the property from R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay) to C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) and adopted a resolution approving a General Plan amendment to change the land use designation from Medium Density Residential to Central Business District (Exhibits 2 and 3).

These changes were requested by the applicant at the time to allow the tenants of the building to lease the existing building for commercial uses. To date, a viable commercial tenant for the space has not been secured and the property remains unoccupied.

On October, 7, 2025, the Council approved an agreement for brokerage services for the disposition of the property.

Given the challenges experienced in trying to secure a viable commercial tenant for the property, the Town now seeks to return to the residential designation of the property by changing the zoning from C-2:LHP to R-1D:LHP, and a General Plan amendment to change the Land Use designation from Central Business District to Medium Density Residential.

PROJECT DESCRIPTION:

A. Location and Surrounding Neighborhood
The subject parcel is located at the northeast corner of Tait Avenue and West Main Street in the Broadway Historic District (Exhibit 1). The property is developed with an approximately 2,525-square foot primary building, constructed in 1927, originally built as a fire station and later used as a museum. An accessory building is located in the northeast corner of the property. The museum use was discontinued several years ago. The primary building and accessory building are currently unoccupied.

The subject parcel is surrounded by parcels with a Medium Density Residential General Plan Land Use designation and R-1D:LHP zoning designation to the north, south, and west (Exhibit 1). The parcel to the east has a Central Business District Land Use designation and C-2 zoning designation.

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ITEM NO. 14.

PAGE 4 OF 7
SUBJECT: 4 Tait Avenue/Z-25-002 and GP-25-002
DATE: December 5, 2025
B. Project Summary
The Town seeks to return to the residential designation of the property by changing the zoning from C-2:LHP to R-1D:LHP and a General Plan amendment to change the Land Use designation from Central Business District to Medium Density Residential.

DISCUSSION:

A. Zoning
The Town is proposing a zone change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (Single-Family Residential Downtown with a Landmark and Historic Preservation Overlay). The proposed zoning would be consistent with the General Plan Land Use designation if the proposed General Plan amendment is approved. Permitted uses in the R-1D or multiple-family residential downtown zone include single- and two-family dwellings provided that there is not more than one principal residential structure on a lot, family daycare homes, and small-family residential care facilities. The subject parcel is bound by parcels with a R-1D zoning designation to the north and west (Exhibit 1). The parcel south has a R-1D:LHP zoning designation and the parcel to the east has a C-2 zoning designation The proposed zone change would not affect the existing Landmark and Historic Preservation Overlay (LHP).

B. General Plan Land Use Designations
The Town is proposing a General Plan amendment to change the Land Use designation from Central Business District to Medium Density Residential. The Medium Density Residential designation (5 -12 dwelling units per acre) would be consistent with the proposed R-1D zoning and provides for multiple-family residential, duplex, and/or small single-family homes.

The subject parcel is bound by parcels with a Medium Density Residential designation to the north, south, and west. The parcel to the east has a Central Business District General Plan Land Use designation.

C. General Plan Goals/Policies/Strategies
Applicable General Plan goals and policies that should be used to evaluate the proposed General Plan amendment and zone change applications for this site include, but are not limited to:

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ITEM NO. 14.

PAGE 5 OF 7
SUBJECT: 4 Tait Avenue/Z-25-002 and GP-25-002
DATE: December 5, 2025
Land Use Goals
▪ LU-1 To preserve, promote, and protect the existing small-town character and quality of life within Los Gatos.
▪ LU-6 To preserve and enhance the existing character and sense of place in residential neighborhoods.

Land Use Policies
▪ LU-1.4 Infill projects shall be designed in context with the neighborhood and surrounding zoning with respect to the existing scale and character of surrounding structures, and should blend rather than compete with the established character of the area.
▪ LU-6.1 Protect existing residential areas from the impacts of nonresidential development.
▪ LU-6.3 Protect existing residential areas from adjacent nonresidential uses by assuring that buffers are developed and maintained.
▪ LU-6.4 Prohibit uses that may lead to the deterioration of residential neighborhoods, or adversely impact the public safety or the residential character of a residential neighborhood.
▪ LU-6.5 The type, density, and intensity of new land use shall be consistent with that of the immediate neighborhood.

Community Design Goals
▪ CD-6 To promote and protect the physical and other distinctive qualities of residential neighborhoods.
▪ CD-10 To maintain the historic character of the Downtown. ▪ CD-12 To preserve significant historic and architectural features within the Town. ▪ CD-13 To support and encourage thoughtful rehabilitation or reuse of historic structures.

Community Design Policies
▪ CD-6.1 Reduce the visual impact of new construction and/or remodels on the Town and its neighborhoods.
▪ CD-10.1 Encourage the preservation, restoration, rehabilitation, reuse, and maintenance of existing buildings Downtown.
▪ CD-12.1 Avoid demolishing historic buildings, unless the Planning Commission finds, based on substantial evidence, that there is no feasible means to ensure the preservation of the structure.
▪ CD-12.2 Encourage the preservation, maintenance, and adaptive reuse of existing residential, commercial, or public buildings.

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ITEM NO. 14.

PAGE 6 OF 7
SUBJECT: 4 Tait Avenue/Z-25-002 and GP-25-002
DATE: December 5, 2025
PUBLIC COMMENTS:

A project identification sign was installed on site consistent with Town policy and written notice was sent to property owners and occupants within 300 feet of the property. At the time of this report’s preparation, the Town has not received any public comment.

ENVIRONMENTAL REVIEW:

CONCLUSION:

A. Summary
The Town seeks to return to the residential designation of the property by changing the zoning from C-2:LHP to R-1D:LHP and a General Plan Amendment to change the Land Use designation from Central Business District to Medium Density Residential. The proposed zone change and General Plan amendment would be consistent with the existing pattern of zones and land uses adjacent to downtown (Exhibit 1). Additionally, reuse of the existing historic structure is supported by the General Plan goals and policies.

B. Recommendation
Based on the analysis above, staff recommends that the Planning Commission consider the existing and proposed zoning and General Plan Land Use designation and forward a recommendation for approval of the amendments to the Town Council. If the Planning Commission finds merit with the proposed amendments, it should:

2. Make the required finding that the proposed zone change is consistent with the General Plan and its Elements in that the proposed zoning is consistent with the proposed General Plan Land Use designation (Exhibit 2);

3. Make the required finding that the General Plan amendment is internally consistent with the existing goals and policies of the General Plan and its Elements (Exhibit 2); and

4. Forward a recommendation of approval of Zone Change Application Z-25-002 General Plan Amendment Application GP-25-002 and to the Town Council.

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ITEM NO. 14.

PAGE 7 OF 7
SUBJECT: 4 Tait Avenue/Z-25-002 and GP-25-002
DATE: December 5, 2025
C. Alternatives
Alternatively, the Planning Commission can:

1. Continue the matter to a date certain with specific direction;

2. Provide a recommendation for approval with modifications to the Town Council; or

3. Provide a recommendation for denial to the Town Council providing findings for denial.

EXHIBITS:

1. Location Maps (showing existing and proposed General Plan Land Use designations and Zoning)

2. Ordinance 2317

3. Resolution 2021-009

4. Resolution 2025-002

5. Draft Required Findings

6. Draft Ordinance for the Zone Change, with Exhibit A

7. Draft Resolution for the General Plan Amendment, with Exhibit A

8. Property Plans

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ITEM NO. 14.

ORDINANCE 2317

AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS

AMENDING THE ZONING CODE
FROM R- 1D: LHP ( SINGLE- FAMILY RESIDENTIAL DOWNTOWN WITH A LANDMARK

AND HISTORIC PROPERTY OVERLAY)
TO C- 2: LHP ( CENTRAL BUSINESS DISTRICT WITH A LANDMARK AND HISTORIC

PROPERTY OVERLAY)
FOR A PROPERTY LOCATED AT 4 TAIT AVENUE

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

SECTION 1
The Town Code of the Town of Los Gatos is hereby amended to change the zoning of the property at 4 Tait Avenue ( Santa Clara County Assessor Parcel Number 510- 44- 054) as shown on the map attached hereto as Exhibit A, and is part of this Ordinance, from R- 1D: LHP ( Single - Family Residential Downtown with a Landmark and Historic Property Overlay) to C- 2: LHP Central Business District with a Landmark and Historic Property Overlay).

SECTION II
This Ordinance was introduced at a regular meeting of the Town Council of the Town of Los Gatos on the 20th day of April 2021, and adopted by the following vote as an ordinance of the Town of Los Gatos at a regular meeting of the Town Council of the Town of Los Gatos on the 4th day of May 2021. This ordinance takes effect 30 days after it is adopted. In lieu of publication of the full text of the ordinance within fifteen ( 15) days after its passage a summary of the ordinance may be published at least five ( 5) days prior to and fifteen ( 15) days after adoption by the Town Council and a certified copy shall be posted in the office of the Town Clerk, pursuant to GC 36933( c)( 1).

COUNCIL MEMBERS:

AYES: Mary Badame, Matthew Hudes, Rob Rennie, Mayor Marico Sayoc NAYS: None
ABSENT: None
ABSTAIN: Maria Ristow
SIGNED:
y); 62_
MAYOR OF T} IE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE:

ATTEST:

TOWN CLER OF HE TOWN OF LOS GATOS

LOS GATOS CALIFORNIA
DATE:_
1 of 1
Ordinance 2317 May 4, 2021
EXHIBIT 2

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C
9 s
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I TOWN OF LOS GATOS I
Application No. Z- 20- 002 A. P.N. # 510- 44- 054 "
Change of the zoning map amending the Town Zoning Ordinance.

Zone Change From: R- 1D: LHP To: C- 2: LHP
Forwarded by Planning Commission Date:

Approved by Town Council Date: Ord:

Clerk Administrator Mayor

EXHIBIT A

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ITEM NO. 14.

RESOLUTION 2021- 009

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS

AMENDING THE GENERAL PLAN LAND USE DESIGNATION FROM MEDIUM DENSITY RESIDENTIAL TO CENTRAL BUSINESS DISTRICT FOR A PROPERTY AT 4 TAIT AVENUE WHEREAS, the applicant requests approval to change the General Plan Land Use designation from Medium Density Residential to Central Business District on property located at 4 Tait Avenue ( Santa Clara County Assessor Parcel Number 510- 44- 054); and WHEREAS, the General Plan Committee at its meeting of January 13, 2021, recommended that the General Plan Land Use designation be changed from Medium Density Residential to Central Business District as that designation is consistent with the Land Use designations of neighboring properties and consistent with the proposed use of the property; and
WHEREAS, the Planning Commission recommended approval of the General Plan amendment at its regularly noticed public hearing on February 24, 2021; and WHEREAS, this matter was regularly noticed in conformance with State and Town law and came before the Town Council for public hearing on April 20, 2021; and WHEREAS, the Town Council accepted the report ofthe Planning Commission' s recommendation of approval for the proposed General Plan amendment; and WHEREAS, the Town Council finds as follows:

A. The project is Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061( b)( 3), in that it can be seen with certainty that there is no possibility that the proposed amendments to the General Plan and Town Code will have a significant effect on the environment, because the project does not include any modification that would affect the historical significance of the building; and B. The General Plan amendment is internally consistent with the existing goals and policies of the General Plan and its corresponding Elements; and C. That all proceedings have been conducted in compliance with the provisions of Government Code Section 65350 et seq.; and
WHEREAS, the Town Council considered all facts and information related to a request to change the General Plan Land Use designation for the property at 4 Tait Avenue from Medium Density Residential to Central Business District as shown on Exhibit A.

NOW, THEREFORE, BE IT RESOLVED, that the Town Council hereby changes the General Plan Land Use designation for property at 4 Tait Avenue as shown on Exhibit A, from Medium Density Residential to Central Business District.
1 of 2
Resolution 2021- 009 April 20, 2021

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ITEM NO. 14.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 20th day of April, 2021, by the following vote:

COUNCIL MEMBERS:

AYES: Mary Badame, Matthew Hudes, Rob Rennie, Mayor Marico Sayoc NAYS: None
ABSENT: None
RECUSED: Maria Ristow
ATTEST:
114.

TOWN CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, ` ALI ORNIA
DATE 5 e
2of2
SIGNED:
7 MAYOR OF TH TOWN OYLOS GATOS

LOS GATOS, CALIFORNIA
DATE: 436 f ."--I
Resolution 2021- 009 April 20, 2021

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ITEM NO. 14.

RESOLUTION 2025-002

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS, CALIFORNIA DECLARING CERTAIN TOWN -OWNED PROPERTY AT 4 TAIT AVENUE AS EXEMPT SURPLUS LAND PURSUANT TO SECTION 54221( f)(1)( B)

OF THE STATE SURPLUS LAND ACT
WHEREAS, the Town of Los Gatos (" Town") owns that certain approximately 12, 234 square foot (0. 28 acre) real property located at 4 Tait Avenue, Los Gatos, designated as APN:
510-44-054 (" Property") which is improved with an approximately 2, 525 square foot building Building") and ancillary outbuilding originally constructed as a fire station and later used as a museum; and
WHEREAS, the Town has caused an appraisal ofthe Property to be completed to establish its fair market value. The appraisal establishes that the Property' s highest and best use is for residential purposes, and the fair market appraised value is between $ 2. 9 and $ 3. 06 Million, depending on whether the Property can be split into two lots; and WHEREAS, the museum use was discontinued and the Building closed several years ago, and since that time the Property has been unoccupied and is no longer needed for Town' s use; and
WHEREAS, the Town has determined it is in the Town' s best interest to sell the Property, subject to a requirement that the Building' s facade be preserved and maintained in a manner substantially consistent with its current condition and design; and WHEREAS, the State Surplus Land Act, Government Code sections 54220 et seq. (" Act"), applies when a local agency disposes of land that is surplus and not necessary for the agency' s use; and
WHEREAS, the Act requires local agencies to declare land as " surplus land" or " exempt surplus land" prior to disposition; and
WHEREAS, the Act identifies land that is less than one- half acre or 21, 780 square feet and not contiguous to land owned by a state or local agency that is used for open -space or low - and moderate - income housing purposes as " Exempt Surplus Land" [ Gov. Code Section 54221( f)(1)( B)]; and
WHEREAS, the Property is less than 21,780 square feet and not contiguous to land owned by a state or local agency that is used for open -space or low- and moderate -income housing purposes, exempting the transfer of the Property from the Act; and WHEREAS, pursuant to the Surplus Land Act Guidelines issued by the California Department of Housing and Community Development (" HCD"), any determination by a local 1 of 3
Resolution 2025- 002 January 21, 2025
EXHIBIT 4

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ITEM NO. 14.
agency that its lands are exempt from the Surplus Land Act must be provided to HCD for its review at least 30 days prior to disposition.

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

Section 1. Recitals
The recitals above are hereby incorporated and adopted as the findings of the Town Council.

Section 2. California Environmental Quality Act ( CEQA) Adoption of this Resolution is exempt from the California Environmental Quality Act Public Resources Code Section 21000 et seq.) (" CEQA") pursuant to CEQA Guidelines section 15378, as it does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Section 3. Declaration of Exempt Surplus Land
A. Based on the foregoing recitals, the public interest is for the Property to be offered for sale in accordance with applicable law.

B. The Town Council hereby declares that the Property is not necessary for the Town' s use, and is exempt from the Act pursuant to California Government Code section 54221( f)(1)( B).

C. Pursuant to California Government Code section 54222.3, the Act shall not apply to the disposition of the Property.

Section 4. Actions; Authorizations
A. The Town Manager is authorized to undertake efforts to sell the Property to a purchaser at a sales price not less than the Property' s fair market value, subject to a requirement that the purchaser and its successors and assigns commit to preserve and maintain the Building' s facade in a manner substantially consistent with its current design and condition, and to present the Town Manager' s recommendation to the Town Council for consideration.

B. The Town Clerk is hereby authorized and directed to submit a copy ofthis Resolution to HCD in accordance with the Surplus Land Act Guidelines.

Section 5. Effective Date
This Resolution will become effective immediately upon adoption. 2 of 3
Resolution 2025- 002 January 21, 2025 Page 288
ITEM NO. 14.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on the 21g day of January 2025, by the following vote:

COUNCIL MEMBERS:

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

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
ATTEST:

CLERK OtJTHt OWN OF1OS GATOS
LOS GAibS; QALIFORNIA
3 of 3
Resolution 2025- 002 January 21, 2025

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ITEM NO. 14.

PLANNING COMMISSION – December 10, 2025

REQUIRED FINDINGS
4 Tait Avenue
Zone Change Application Z-25-002
General Plan Amendment Application GP-25-002
Consider a Request for Approval for a Zone Change from C-2:LHP (Central Business District with a Landmark and Historic Preservation Overlay) to R-1D:LHP (SingleFamily Residential Downtown with a Landmark and Historic Preservation Overlay) and a General Plan Amendment to Change the Land Use Designation from Central Business District to Medium Density Residential. APN: 510-44-054. Categorically Exempt pursuant to the adopted Guidelines for the Implementation of the California Environmental Quality Act, Section 15061 (b)(3).

Property Owner/Applicant: Town of Los Gatos
FINDINGS:

N:\DEV\FINDINGS\2025\Tait Ave, 4 - Findings - PC 12-03-25.docx EXHIBIT 5

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Los Gatos City CouncilJanuary 20, 2026

Los Gatos City Council
January 20, 2026