Los Gatos City Council
January 20, 2026

IMPORTANT NOTICE
This is a hybrid meeting and will be held in-person at the Town Council Chambers at 110 E. Main Street and virtually through Zoom Webinar (log-in information provided below). You may watch the Council meeting without providing public comment on Comcast cable channel 15 or at www.LosGatosCA.gov/TownYouTube. Members of the public may provide public comments for agenda items in-person or virtually by following the instructions listed at the end of the agenda.

To watch and participate via Zoom, please go to:
https://losgatosca-gov.zoom.us/j/86730363468?pwd=pfKQoh92JnbwOYwFvZqIdSSWpjxYoK.1 Enter Passcode: 577971

CALL MEETING TO ORDER

ROLL CALL

PLEDGE OF ALLEGIANCE

PRESENTATIONS
i. Recognize Outgoing, Board Members, Committee Members, and Commissioners. ii. Small Business Recognition
iii. Resident Recognition
CONSENT ITEMS (Consent Items are considered routine Town business and may be approved by one motion. Any member of the Council may remove an item from the Consent Items for comment and action. Members of the public may provide input on any or multiple Consent Item(s) when the Mayor asks for public comments on the Consent Items. If you wish to comment, please follow the Participation Instructions located at the end of this agenda. If an item is removed, the Mayor has the sole discretion to determine when the item will be heard.)

TOWN OF LOS GATOS
*AMENDED COUNCIL MEETING AGENDA
JANUARY 20, 2026
110 EAST MAIN STREET AND TELECONFERENCE

TOWN COUNCIL CHAMBERS
7:00 PM
Rob Moore, Mayor
Maria Ristow, Vice Mayor
Mary Badame, Council Member
Matthew Hudes, Council Member
Rob Rennie, Council Member

1. Approve the Minutes of the December 16, 2025, Closed Session Town Council Meeting.

RECOMMENDATION: Approve the Minutes of the December 16, 2025, Closed Session Town Council Meeting.

2. Approve the Minutes of the December 16, 2025, Town Council Meeting.

RECOMMENDATION: Approve the Minutes of the December 16, 2025, Town Council Meeting.

3. Approve the Minutes of the January 13, 2026, Closed Session Town Council Meeting.

RECOMMENDATION: Approve the Minutes of the January 13, 2026, Closed Session Town Council Meeting.

4. Receive the Monthly Financial and Investment Report for November 2025 RECOMMENDATION: Receive the Monthly Financial and Investment Reports for November 2025.

5. Authorize the Town Manager to Execute a Third Amendment to an Agreement for Services with OpenGov, Inc., for an Amount Not to Exceed $401,214.79 RECOMMENDATION: Authorize the Town Manager to execute a Third Amendment to the Agreement for Services with OpenGov, Inc. for Enterprise Asset Management Services and Procurement Suite Services, renewable annually, for an amount not to exceed $401,214.79.

6. Accept the 2025 Annual Street Repair and Resurfacing Project, Authorize the Town Manager to Execute a Notice of Completion, and Direct Staff to Record the Notice of Completion
RECOMMENDATION: Accept the 2025 Annual Street Repair and Resurfacing Project (4118110, 4818110; CIP 811-9901); authorize the Town Manager to execute a Notice of Completion; and direct staff to record the Notice of Completion.

7. Receive the Fiscal Year 2024-25 AB 1600 Annual Report on Receipt and Use of Development Impact Fees
RECOMMENDATION: Receive the Fiscal Year 2024-25 AB 1600 Annual Report on Receipt and Use of Development Impact Fees.

8. Authorize the Town Manager to Execute a First Amendment to an Agreement with HouseKeys for Administration of the Town’s Below Market Price Affordable Housing Program to Extend the Contract to June 30, 2026.

RECOMMENDATION: Authorize the Town Manager to execute a first amendment to an agreement with HouseKeys for administration of the Town’s Below Market Price Affordable Housing Program (BMP Program) to extend the contract to June 30, 2026.

9. Authorize the Town Manager to Execute a Third Amendment to the Contract for Legal Services with the Law Firm of Atchison, Barisone & Condotti to Extend the Term and Increase the Contract Amount by $50,000 in an Amount Not to Exceed $300,000 until June 30, 2026

RECOMMENDATION: Authorize the Town Manager to execute a third amendment to the contract for legal services with the law firm of Atchison, Barisone & Condotti to extend the term and increase the contract amount by $50,000 in an amount not to exceed $300,000 until June 30, 2026.

10. Authorize Revenue and Expenditure Budget Adjustments Totaling $196,200.07 to Reflect FY 2025-26 COPS/SLESF Additional Grant Funding from Monte Sereno; Authorize Revenue and Expenditure Budget Adjustments Totaling $251,426.95 to Reflect Prior Year Unspent Overages Received by the Town of Los Gatos; and Authorize the Town Manager to Execute an Agreement in substantially the form prepared with Assure MSP, Inc. to Install, Configure, Provide the Verkada Camara System and Cloud-Management System Under the California Multiple Award Schedule with a Total Project Amount Not to exceed $215,000.

RECOMMENDATION: Authorize revenue and expenditure budget adjustments totaling $196,200.07 to reflect FY 2025-26 COPS/SLESF additional grant funding from Monte Sereno; authorize revenue and expenditure budget adjustments totaling $251,426.95 to reflect prior year unspent overages received by the Town of Los Gatos; and authorize the Town Manager to execute an agreement in substantially the form prepared with Assure MSP, Inc. to Install, Configure, Provide the Verkada Camara System and CloudManagement System Under the California Multiple Award Schedule with a Total Project Amount Not to exceed $215,000.

11. Adopt a Resolution of the Town Council of the Town of Los Gatos to Authorize Investment Monies in the Local Agency Investment Fund and Rescind Resolution 2007- 093
RECOMMENDATION:

Staff recommends that the Council adopt a resolution to authorize investment monies in the Local Agency Investment Fund and rescind Resolution 2022-049.

12. Authorize the Town Manager to Execute a Third Amendment with Chavan & Associates, LLP. to Extend the Contract for One Year and Increase Compensation by $59,000 for a Total Agreement Amount Not to Exceed $248,000.

RECOMMENDATION:

Authorize the Town Manager to execute a third amendment with Chavan & Associates, LLP. to extend the contract for one year, update the scope of the original agreement, and increase the compensation by $59,000 for a total agreement amount not to exceed $248,000.

13. 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.

VERBAL COMMUNICATIONS (Members of the public are welcome to address the Town Council on any matter that is not listed on the agenda and is within the subject matter jurisdiction of the Town Council. The law generally prohibits the Town Council from discussing or taking action on such items. However, the Council may instruct staff accordingly. To ensure all agenda items are heard, this portion of the agenda is limited to 30 minutes. In the event additional speakers were not heard during the initial Verbal Communications portion of the agenda, an additional Verbal Communications will be opened prior to adjournment. Each speaker is limited to no more than three (3) minutes or such time as authorized by the Mayor.) PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes for opening statements. Members of the public may be allotted up to three minutes to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of three minutes for closing statements.)

14. 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 (Single-Family 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.

OTHER BUSINESS (Up to three minutes may be allotted to each speaker on any of the following items.)

15. Adopt the Revised Town Agenda Format and Rules Policy 2-01.

RECOMMENDATION: Adopt the revised Town Agenda Format and Rules Policy 2-01.

16. Adopt the Draft License Agreement for Encroachments for Private Use of Public Property Policy.

RECOMMENDATION: Adopt the draft License Agreements for Encroachments for Private Use of Public Property Policy, to establish clear, consistent procedures for permitting,

licensing, inspection, enforcement, and revocation of private encroachments within the public right-of-way (ROW) and on Town-owned property.

17. Receive the Bi-Annual Police Services Report for July – December 2025.

RECOMMENDATION: Receive the bi-annual update from the Los Gatos-Monte Sereno Police Department (LGMSPD) outlining staffing, training, operations, community engagement, and strategic efforts from July 1 through December 31, 2025, while also highlighting the workload, impact, and preparation underway for major regional events in 2026.
*18.Discussion, consideration, and Possible Action to Provide Direction on Revenue Measure Options and Next Steps Including Engaging Professional Services to Support the Evaluation Effort in an amount Not to Exceed $80,000.

RECOMMENDATION: Staff recommends that the Town Council consider:

1. Authorizing the Town Manager, or designee, to pursue special legislative authorization from the State Legislature in the 2026 session to exempt Los Gatos from the statewide 2 percent combined district sales tax cap, preserving the Town's legal ability to place a general transactions and use (sales) tax measure on the November 2026 ballot.

2. Authorizing the Town Manager, or designee, to engage specialized professional consultants to facilitate special legislative authority to preserve the option for a transactions and use tax and to engage other such professionals to properly inform the Town Council regarding a possible revenue measure not limited to a transaction and use tax for work up to and including potential action related to that specific measure.

3. Allocate $80,000 from the General Fund unassigned fund balance for professional services to continue work related to a possible revenue measure that the Town Council may consider for the November 2026 election.

COUNCIL / MANAGER MATTERS

19. Mayor Request to Direct Staff to Evaluate Feasibility of Painting Red Curb Markings Near Intersection Crosswalks Under California’s Daylighting Law.

RECOMMENDATION: Mayor requests that the Town Council consider whether to support directing staff to evaluate the feasibility of strategically painting red curbs at select intersections, consistent with California’s Daylighting Law, to enhance visibility and safety as part of normal operations.

CLOSED SESSION REPORT
ADJOURNMENT (Council policy is to adjourn no later than midnight unless a majority of Council votes for an extension of time.)
ADA NOTICE - In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Clerk’s Office at (408) 354-6834.

Notification at least two (2) business days prior to the meeting date will enable the Town to make reasonable arrangements to ensure accessibility to this meeting [28 CFR §35.102-35.104].

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

HOW TO PARTICIPATE
Members of the public may provide public comments for agenda items in-person or virtually through the Zoom Webinar by following the instructions listed below.

The public is welcome to provide oral comments in real-time during the meeting in three ways:
 Zoom Webinar (Online): To participate from a PC, Mac, iPad, iPhone or Android device.

Please use this URL to join: https://losgatoscagov.zoom.us/j/86730363468?pwd=pfKQoh92JnbwOYwFvZqIdSSWpjxYoK.1 Passcode: 577971. You can also type in 867 3036 3468 in the “Join a Meeting” page on the Zoom website at www.zoom.us and use passcode 577971. When the Mayor announces the item for which you wish to speak, click the “raise hand” feature in Zoom.  Telephone: To participate by phone please dial 1 (408) 961-3927 or 1 (855) 758-1310 for US Toll-free and use Meeting ID: 867 3036 3468. When the Mayor announces the item for which you wish to speak, press *9 on your telephone keypad to raise your hand.  In-Person: Please complete a “speaker’s card” located on the back of the chamber benches and submit it to the Town Clerk before the meeting or when the Mayor announces the item for which you wish to speak.

NOTES: Comments will be limited to three (3) minutes or less at the Mayor’s discretion. If you are unable to participate in real-time, you may email to [email protected] the subject line “Public Comment Item #__ ” (insert the item number relevant to your comment).

Deadlines to submit written comments are:
-11:00 a.m. the Thursday before the Council meeting for inclusion in the agenda packet. -11:00 a.m. the Friday and Monday before the Council meeting for inclusion in an addendum. -11:00 a.m. the day of the Council meeting for inclusion in a desk item. *Amended recommendation for Item 18.

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

TOWN OF LOS GATOS

COUNCIL CLOSED SESSION MINUTES
MEETING DATE: 01/20/2026
ITEM NO: 1
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, December 16, 2025
The Town Council of the Town of Los Gatos conducted a special meeting in person to hold a Closed Session.

MEETING CALLED TO ORDER AT APPROXIMATELY 5:30 P.M.

ROLL CALL

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

Absent: None.

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

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

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

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION Government Code Section 54956.9(a): Howard, Stuart v. Town of Los Gatos WCAB#: ADJ21195412

2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR Government Code Section 54956.8 Property: 208 E. Main Street
Agency Negotiator(s): Chris Constantin, Town Manager; Katy Nomura, Assistant Town Manager
Negotiating Parties: Town of Los Gatos and Nancy Rollett, Los Gatos-Saratoga Recreation Under Negotiation: Price and Terms of Lease
The Town Attorney announced that the Town Council authorized a Worker’s Compensation Settlement for a claim of a former employee for $75,000; and stated there was no reportable action taken for the Real Property Negotiations item for 208 E Main Street.

ADJOURNMENT
The meeting adjourned at approximately 6:45 p.m.

Attest: Submitted by:
___________________________ __________________________
Jenna De Long, Deputy Town Clerk Chris Constantin, Town Manager

ITEM NO. 1.
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: 2
DRAFT
Minutes of the Town Council Meeting
Tuesday, December 16, 2025
The Town Council of the Town of Los Gatos conducted a regular meeting in person and via teleconference.

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

ROLL CALL

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

Absent: None.

PLEDGE OF ALLEGIANCE
Mayor Moore invited Council Member Hudes to lead the Pledge of Allegiance. The audience was invited to participate.

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

1. Approve the Minutes of the November 24, 2025, Special Town Council Meeting.

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

3. Approve the Minutes of the December 2, 2025, Town Council Meeting.

4. Approve the Minutes of the December 9, 2025, Special Town Council Meeting.

5. Receive the October 2025 Monthly Financial and Investment Report and the Revised September 2025 Financial and Investment Report.

6. Adopt Council Committee Appointments Effective January 1, 2026.

7. Receive Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2025, and Adopt a Resolution Confirming June 30, 2025 Fund Balances in Accordance With Fiscal Year 2024-25 Final Audit and Town Council General Fund Reserve Policy. RESOLUTION 2025-064

8. Authorize the Town Manager to Execute a Notice of Completion for the Civic Center HR Offices and ADA Ramp Project (CIP No. 821-2117) and Authorize Staff to Record the Notice of Completion.

9. Adopt a Resolution Setting the Compensation and Benefits for Management and Confidential Employees. RESOLUTION 2025-065

10. Authorize the Town Manager to Reopen the Los Gatos Creek Trailhead Connector Project (4118503, 4218503; CIP 832-4505), Authorize Associated Budget Adjustments, and Authorize the Town Manager to Execute an Amendment to the Agreement for Services with Zoon Engineering.

11. Approve the 2026 Town Council Meeting Schedule.

ITEM NO. 2.

PAGE 2 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Council Member Hudes made comments on items seven and nine.

Vice Mayor Ristow commented on item eleven.

Mayor Moore opened public comment.

No one spoke.

Mayor Moore closed public comment.

MOTION: Motion by Vice Mayor Ristow to approve consent items one through eleven.

Seconded by Council Member Hudes.

VOTE: Motion passed unanimously.

VERBAL COMMUNICATIONS
Lynley Hogan
- Commented on various concerns.

Mr. R.
- Commented on various concerns.

OTHER BUSINESS

12. Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to Waive the 180-day Retiree Rehire Wait Period for Gitta Ungvari. RESOLUTION 2025-066 Cheryl Parkman, Human Resources Director, presented the item.

Mayor Moore opened public comment.

No one spoke.

Mayor Moore closed public comment.

MOTION: Motion by Council Member Hudes to adopt a resolution for the California Public Employees’ Retirement System Retirement Plan to waive the 180-day retiree rehire wait period and to appoint Gitta Ungvari as the interim Administrative Services Director in the Finance Department. Seconded by Council Member Badame.

VOTE: Motion passed unanimously.

13. Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to Waive the 180-day Retiree Rehire Wait Period for Jose Reyes. RESOLUTION 2025-067

ITEM NO. 2.

PAGE 3 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Cheryl Parkman, Human Resources Director, presented the item.

Mayor Moore opened public comment.

No one spoke.

Mayor Moore closed public comment.

MOTION: Motion by Council Member Badame to adopt a resolution for the California Public Employees’ Retirement System Retirement Plan to waive the 180-day retiree rehire wait period and to appoint Jose Reyes as extra help in the Police Department.

Seconded by Council Member Hudes.

VOTE: Motion passed unanimously.

14. Adopt a Resolution for the California Public Employees’ Retirement System Retirement Plan to Waive the 180-day Retiree Rehire Wait Period for Janette Judd. RESOLUTION 2025-068 Cheryl Parkman, Human Resources Director, presented the item.

Mayor Moore opened public comment.

No one spoke.

Mayor Moore closed public comment.

MOTION: Motion by Vice Mayor Ristow to adopt a resolution for the California Public Employees’ Retirement System Retirement Plan to waive the 180-day retiree rehire wait period and to appoint Janette Judd as Interim Executive Assistant to the Town Manager in the Town Manager’s Office. Seconded by Council Member Badame.

VOTE: Motion passed unanimously.

15. Discuss, Consider, and Provide Direction to Modify the Town of Los Gatos Flag Policy for Town Owned Flagpoles, Including Potential Future Display of the Pride Flag During LGBTQ+ Pride Month in June 2026.

Chris Constantin, Town Manager, presented the item.

Mayor Moore opened public comment.

ITEM NO. 2.

PAGE 4 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Autumn
- Commented in support of a flag policy that allows the Progress Pride flag.

Elijah Asheghan
- Commented in support of raising the Pride flag.

Cece Pollesch
- Expressed concerns and requested that Council focus on other issues.

Terry Hernandez, President of Pride Social South County - Commented in support of raising the Pride flag.

Lech Szumilas
- Commented on promoting all portions of the community, instead of focusing on only one.

Dr. Franklin
- Commented on concerns with commemorative flags.

Mrs. Franklin
- Commented on concerns with allowing non-governmental flags.

Maureen Heath
- Commented in support of a commemorative flag policy and raising the Pride flag.

Rick Koscielnizk
- Commented on general concerns.

Sue Ann Lorig
- Commented in support of raising the Pride flag.

Nancy Murphy
- Commented on general concerns and maintaining the current policy.

John Shepherd
- Commented in support of raising the Pride flag.

Nova Jayaraj
- Commented in support of raising the Pride flag.

Eric Linag
- Commented in support of raising the Pride flag.

ITEM NO. 2.

PAGE 5 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Guy Shaham, Los Gatos-Saratoga Youth Advocacy
- Commented in support of raising the Pride flag.

Alicia
- Commented in support of raising the Pride flag.

Louisa Horwath, Los Gatos-Saratoga Youth Advocacy
- Commented in support of raising the Pride flag.

Preston Kauk
- Commented on general concerns and opposed amending the flag policy.

Ali Miano
- Commented in support of raising the Pride flag.

Craig Gleason
- Commented in support of raising the Pride flag.

Mary Buxton
- Commented in support of raising the Pride flag.

Alex Sanchez Silva
- Commented in support of raising the Pride flag.

Kathryn McDowell
- Commented on concerns with allowing non-governmental flags.

Jeff Suzuki, Los Gatos Anti Racism Coalition
- Commented in support of raising the Pride flag.

Gus Who
- Commented on the use of flags.

Kathryn Schmit
- Express interest in what neighboring communities are doing.

Ken Windham
- Commented on general concerns and maintaining the current policy.

Erica Weinstein
- Commented in support of raising the Pride flag.

ITEM NO. 2.

PAGE 6 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Riley
- Commented in support of the Pride flag and option two in the staff report.

Lee Quintana
- Commented in support of amending the flag policy.

Debbie Wilson
- Commented on religion and the Appeal to Heaven flag.

Chris Wiley
- Commented on allowing other commemorative flags.

Gordon Yamate
- Commented in support of raising the Pride flag.

Melissa Weiss
- Commented in support of previous speakers supporting the Pride flag.

Amanda Flowers
- Commented in support of the Pride flag and option two in the staff report.

Martha
- Commented in support of option two to create a commemorative flag policy.

Ken Yeager, Former San Jose City Council Member
- Commented in support of raising the Pride flag.

Kylie
- Commented in support of amending the flag policy and raising the Pride flag.

Sue Ahmadian
- Commented in support of raising the Pride flag.

Ziwa
- Commented in support of raising the Pride flag.

Ali Payne
- Commented in support of raising the Pride flag.

Kinsley Lee, Los Gatos Anti Racism Coalition
- Commented in support of raising the Pride flag.

ITEM NO. 2.

PAGE 7 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Sera Fernando, Office of LGBTQ+ Affairs Santa Clara County - Commented in support of raising the Pride flag.

Emily Thomas
- Commented in support of option two in the staff report and raising the Pride flag.

Mayor Moore closed public comment.

Mayor Moore called a recess at 9:13 p.m. and reconvened the meeting at 9:21 p.m.

The Council asked questions and discussed the item.

MOTION: Motion by Vice Mayor Ristow to authorize staff to move forward with option two, which is creating, for our review, a written flag display policy that designates Town flag poles as Government Speech, limits routine display to Government flags, and allows the Town Council to authorize commemorative flags by resolution on a caseby-case basis, and direct staff to return with a Pride flag resolution which would adopt a commemorative flag structure in option 1 and simultaneously return with resolution authorizing display of the progress Pride flag during June 2026 and in that resolution provide options between supermajority and a majority. AMENDMENT:
direct staff to come back with information on how the eleven of the fifteen Santa Clara County cities achieved raising the flag. Seconded by Mayor Moore.

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

16. Approve the Senior Services Roadmap Update and Next Steps.

Katy Nomura, Assistant Town Manger introduced Jen Fosco, Senior Services Coordinator, to present the item.

Mayor Moore opened public comment.

Elenor Yick, Community Health and Senior Services Commission Chair - Commented on items in the report.

Mayor Moore closed public comment.

Council asked questions and discussed the item.

MOTION: Motion by Council Member Hudes to approve the report. Seconded by Vice Mayor Ristow.

VOTE: Motion passed unanimously.

ITEM NO. 2.

PAGE 8 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025

17. Discuss, Consider, and Provide Direction Regarding Wildfire Risk Mitigation Program Options, Planning Level Cost Estimates, and Emergency Management Initiatives Update.

Chris Todd, Emergency Services Coordinator, presented the item.

Mayor Moore opened public comment.

No one spoke.

Mayor Moore closed public comment.

Council asked questions, discussed the item, and provided direction. Council consensus was to identify external funding sources and determine priorities.

There was no action taken on this item.

18. Adopt by Resolution “Statement and Findings” in Response to a Challenged Conduct Notice Submitted Regarding a Planning Application for the Proposed Project at 14288 Capri Drive.

RESOLUTION 2025-069
Gabreille Whelan, Town Attorney, presented the item.

Mayor Moore opened public comment.

Ben, Applicant Representative
- Commented on compliance with state housing laws and requested this item be discussed in closed session.

Mayor Moore closed public comment.

The Council asked questions and discussed the item.

MOTION: Motion by Council Member Badame to adopt by resolution “Statement and Findings” in response to a Challenged Conduct Notice submitted regarding a planning application for the proposed project at 14288 Capri Drive. Seconded by Vice Mayor Ristow.

VOTE: Motion passed unanimously.

19. Adopt the Revised Town Agenda Format and Rules Policy 2-01. COUNCIL POLICY 2-01

ITEM NO. 2.

PAGE 9 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Mayor Moore stated that this item will be rescheduled for the next regular meeting on January 20, 2025.

COUNCIL/TOWN MANAGER REPORTS
Council Matters
- Council Member Rennie stated he toured Cinnamon Solar; attended a Silicon Valley Clean Energy Authority (SVCEA) Board meeting and a SVCEA Board Business Strategy Workshop. - Council Member Hudes stated he spoke at the Kiwanis event; met with the Community Center Group, met representatives from Avenidas; participated in the Tree Lighting event, the Children’s Holiday Parade, a Council Policy Committee meeting, a County Board of Supervisors meeting, a Community Health and Senior Services Commission meeting, and the Hannukkah on Main Street event.
- Vice Mayor Ristow stated she served the staff at the All-Town Staff Winter Luncheon, attended the Los Gatos in Lights event, the Children’s Parade, the Cities Association Holiday Dinner; met with the property owner and developer for 647 Santa Cruz Avenue; attended the SVCEA Board Study Session, the Hannukkah on Main Street event, the St. Lukes Christmas party for the unhoused, and a celebration of life for Pam Bancroft. - Council Member Badame stated she attended the All-Town Employee Recognition Luncheon, the Tree Lighting, the Children’s Holiday Parade, a Council Policy Committee meeting, a meeting of the K9 companions’ event at Los Gatos High School, and was a guest speaker at the Democracy Tent.
- Mayor Moore stated he had his first ribbon cutting as Mayor for the Magical Memories Santa’s Workshop; participated in the Wreaths Across America Ceremony; gave remarks at Hannukkah on Main Street event; attended the All-Town Staff Luncheon, Los Gatos in Lights event, the Children’s Holiday Parade, and participated in the West Valley Solid Waste District Authority (WVSDA) interviews to select the next District Manager.

Town Manager Matters
Chris Constantin, Town Manager
- Announced Town Administrative Offices will be closed Wednesday, December 24, 2025, through Friday, January 2, 2026. Services will resume Monday, January 5, 2026. - Announced the Library will be closed Wednesday, December 24, 2025, through Friday, January 2, 2026. Services will resume Saturday, January 3, 2026. - Announced the next Town Council Meeting will be January 13, 2026.

Closed Session Report
Gabrielle Whelan, Town Attorney
- Announced there were two closed session items, one was a conference with legal counsel regarding existing litigation and reported that the Town Council authorized a Worker’s Compensation Settlement of a claim of a former employee for $75,000. The second item was real property negotiations for 208 E. Main Street and there was no reportable action.

ADJOURNMENT
The meeting adjourned at 11:55 p.m.

ITEM NO. 2.

PAGE 10 OF 10
SUBJECT: Draft Minutes of the Town Council Meeting of December 16, 2025 DATE: December 16, 2025
Respectfully Submitted:
_____________________________________
Jenna De Long, Deputy Town Clerk

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

TOWN OF LOS GATOS

COUNCIL CLOSED SESSION MINUTES
MEETING DATE: 01/20/2026
ITEM NO: 3
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, January 13, 2026
The Town Council of the Town of Los Gatos conducted a special meeting in person to hold a Closed Session.

MEETING CALLED TO ORDER AT APPROXIMATELY 4:01 P.M.

ROLL CALL

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

Absent: None.

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

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

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

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Paragraph (1) of subdivision (d) of Government Code Section 54956.9) Case Name: Los Gatos LLC (Capri) v. Town of Los Gatos Santa Clara County Superior Court Case Number: 25CV467536 There was no reportable action.

ADJOURNMENT
The meeting adjourned at approximately 4:26 p.m.

Attest: Submitted by:
___________________________ __________________________
Jenna De Long, Deputy Town Clerk Chris Constantin, Town Manager

ITEM NO. 3.

PREPARED BY: Eric Lemon
Finance and Accounting Manager
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: 4
DATE: January 13, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Receive the Monthly Financial and Investment Report for November 2025 RECOMMENDATION: Receive the Monthly Financial and Investment Reports for November 2025
FISCAL IMPACT:

There is no fiscal impact from the receipt of this report.

STRATEGIC PRIORITY:

This item aligns with the strategic priority to ensure prudent financial management.

BACKGROUND:

California Government Code Section 41004 requires that the Town Treasurer submit to the Town Clerk and the legislative body a written report and accounting of all receipts, disbursements, and fund balances. The Finance Director assumes the Town Treasurer role.

Attachment 1 contains the November 2025 monthly Financial and Investment Report, which fulfills this requirement.

The November 2025 Monthly Financial and Investment Report was received by the Finance Commission at its January 12, 2026, regular meeting.

ITEM NO. 4.

PAGE 2 OF 3
SUBJECT: Monthly Financial and Investment Report for November 2025 DATE: January 13, 2026
DISCUSSION:

The November 2025 Monthly Financial and Investment Report includes a Fund Balance Schedule, representing estimated funding available for all funds at the beginning of the fiscal year and at the end of the respective month.

As operations fluctuate month to month, there are differences between balances in one month and balances in another. Such differences may be significant due to the type of activity in those months and the timing of any estimates used in the presentation, based on the information available. This is demonstrated by the attached November 30, 2025, fund balance report.

In the case that the differences are extraordinary and unanticipated, we will ensure we present more information to explain the differences.

The difference between the November 30 and October 31 estimated fund balance is due to normal day-to-day fluctuations in revenues and expenditures.

Please note that the amount in the Fund Schedule differs from the Portfolio Allocation and Treasurer’s Cash Fund Balances Summary schedule because assets and liabilities are components of the Fund Balance.

As illustrated in the summary below, Ending Fund Balance = Cash + Assets - Liabilities, which represents the actual amount of funds available.

As of November 30, 2025, the Town’s financial position (Cash Plus Other Assets $87.51M, Liabilities $24.51M, and Fund Equity $63.00M) remains strong, and the Town has sufficient funds to meet the cash demands for the next six months.

As of November 30, 2025, the Town’s weighted portfolio yield for investments under management was 4.27%, which was 17 basis points above the Local Agency Investment Fund (LAIF) yield of 4.10% for the same reporting period. Currently, the LAIF portfolio’s weighted average maturity (WAM) is 247 days versus the Town’s longer WAM of 631 days. The Town’s assets under management reflect the Town’s selection of the 1-3 year benchmark investment strategy through the Town’s investment advisor to lock in higher yields at the top of the interest rate cycle. The longer maturities are balanced with shorter-term yields available on investments held with the State’s LAIF. The Town’s weighted average rate of return on

ITEM NO. 4.

PAGE 3 OF 3
SUBJECT: Monthly Financial and Investment Report for November 2025 DATE: January 13, 2026
investments under management of 4.27% at the close of November was 1 basis point lower when compared to the prior month’s return of 4.28% reported as of October 31, 2025.

Since November 2024, LAIF yields decreased from 445 basis points (4.45%) to 427 basis points (4.27%) through the end of November 2025. The State LAIF pool typically lags the market when current market yields are either increasing or decreasing.

The Federal Open Market Committee implemented three rate cuts in 2025. The first, on September 17, reduced the federal funds target range by 25 basis points to 4.00%–4.25% amid slower economic growth in the first half of the year and emerging signs of labor-market softening. A second 25-basis-point cut on October 29 brought the range down to 3.75%–4.00% as labor-market weakness and broader economic uncertainty persisted. At its December 10 meeting, the Committee approved a final 25-basis-point reduction to 3.50%–3.75%, reflecting ongoing concerns about the economic outlook. These adjustments align with the FOMC's objective to promote maximum employment and achieve a year-over-year inflation target of 2%.

The payrolls report for September showed 119,000 new jobs, above consensus expectations of 50,000, with job gains heavily concentrated in healthcare and leisure and hospitality. There were 33,000 worth of downward revisions to the previous two months. The unemployment rate rose from 4.3% to 4.4%, its highest level since 2021.

The Town's investments are in compliance with the Town's Investment Policy dated March 18, 2025, and are also in compliance with the requirements of Section 53600 et seq. of the California State Code. Based on the information available, the Town has sufficient funds to meet the cash demands for the next six months.

CONCLUSION:

Receive the Monthly Financial and Investment Report for November 2025.

Attachments:

1. Financial and Investment Report (November 2025)

ITEM NO. 4.

Weighted Average YTM Portfolio Yield on Investments
under Management 4.27%
Weighted Average Maturity (days) 631
This Month Last Month One year ago
Portfolio Allocation & Treasurer's Cash Balances $69,422,880 $66,741,033 $69,393,525 Managed Investments $52,567,837
Local Agency Investment Fund $9,497,276
Reconciled Demand Deposit Balances $7,357,767
Portfolio Allocation & Treasurer's Cash Balances $69,422,880 Benchmarks/ References:

Town's Average Yield 4.27% 4.28% 4.45%
LAIF Yield for month 4.10% 4.15% 4.48%
3 mo. Treasury 3.80% 3.80% 4.49%
6 mo. Treasury 3.76% 3.80% 4.44%
2 yr. Treasury 3.49% 3.57% 4.15%
5 yr. Treasury 3.60% 3.69% 4.05%
10 Yr. Treasury 4.01% 4.08% 4.17%
Town of Los Gatos
Summary Investment Information
November 30, 2025
0 - 1 year
37%
1 - 2 years
23%
2 - 3 years
17%
3 - 5 years
23%
Portfolio Maturity Profile
Compliance: The Town's investments are in compliance with the Town's investment policy dated March 18, 2025, and also in compliance with the requirements of Section 53600 at seq. of the California State Code. Based on the information available, the Town has sufficient funds to meet the cash demands for the next six months. 1 ATTACHMENT 1 Page 22
ITEM NO. 4.

Month YTD
Cash & Investment Balances - Beginning of Month/Period $ 66,741,032.53 $ 81,558,113.19 Receipts 6,477,056.70 33,566,774.77
Disbursements (3,795,209.34) (45,702,008.07)
Cash & Investm Cash & Investment Balances - End of Month/Period $69,422,879.89 $69,422,879.89 Portfolio Allocation Amount % of Portfolio
Max. % or $ Allowed
per State Law or Policy
BNY MM $110,383.98 0.18% 20% of Town Portfolio
US Treasury Notes $22,792,656.94 36.72% No Max. on US Treasuries Government Agency Debenture Notes $14,316,775.31 23.07% No Max. on Non-Mortgage Backed Corporate Medium Term Bonds $15,348,020.30 24.73% 30% of Town Portfolio Local Agency Investment Fund $9,497,275.92 15.30% $75 M per State Law Subtotal - Investments 62,065,112.45 100.00%
Reconciled Demand Deposit Balances 7,357,767.44
Total Portfolio Allocation & Treasurer's Cash Balances $69,422,879.89

0.0401

0.0388
Town of Los Gatos
Portfolio Allocation & Treasurer's Cash Balances
November 30, 2025
BNY MM

0.18%
US Treasury Notes

36.72%
Government Agency Debenture
Notes

23.07%
Corporate Medium Term Bonds

24.73%
Local Agency Investment Fund

15.30%
Portfolio Investment Allocation
$69.4 M $69.4 M
$0.0 M
$10.0 M
$20.0 M
$30.0 M
$40.0 M
$50.0 M
$60.0 M
$70.0 M
$80.0 M
$90.0 M
Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Treasurer's Fund Balances
2

ITEM NO. 4.

November 2025 November 2025 November 2025
Beginning Deposits Interest/ Ending
Balance Realized Gain/Adj. Earnings Withdrawals Balance Non-Treasury Funds:

Cert. of Participation 2002 Ser A Reserve Fund $ 692,788.96 $ - $ 2,098.77 $ - $ 694,887.73 Note 1 Cert. of Participation 2010 Ser Lease Payment Fund 2,633.14 - 8.73 - 2,641.87 Note 2 Cert. of Participation 2002 Ser A Lease Payment Fund 14,383.52 - 43.57 - 14,427.09 Note 1 Cert. of Participation 2010 Ser Reserve Fund 1,294,973.82 - 4,298.20 - 1,299,272.02 Note 2 Total Restricted Funds: $ 2,004,779.44 $ - $ 6,449.27 $ - $ 2,011,228.71 CEPPT IRS Section 115 Trust 3,218,153.98 - 19,471.34 - $ 3,237,625.32 Note 3 Grand Total COP's and CEPPT Trust $ 5,222,933.42 $ - $ 25,920.61 $ - $ 5,248,854.03 These accounts are not part of the Treasurer's fund balances reported elsewhere in this report, as they are for separate and distinct entities.

Note 1: The three original funds for the Certificates of Participation 2002 Series A consist of construction funds which will be expended over the next few years, reserve funds which will guarantee the payment of lease payments, and a third fund for the disbursement of lease payments and initial delivery costs.

Note 2: The 2010 COP Funds are all for the Library construction, reserves to guarantee lease payments, and a lease payment fund for the life of the COP issue. The COI fund was closed in September 2010.

Note 3: The CEPPT IRS Section 115 Trust was established as an irrevocable trust dedicated to accumulate resources to fund the Town's unfunded liabilities related to pension and other post employment benefits.

Town of Los Gatos
Non-Treasury Restricted Fund Balances
November 30, 2025
3

ITEM NO. 4.

July 2025 $ 238,713.97
August 2025 $ 238,367.28
September 2025 $ 259,685.13
October 2025 $ 228,769.00
November 2025 $ 220,968.79
December 2025 $ -
January 2026 $ -
February 2026 $ -
March 2026 $ -
April 2026 $ -
May 2026 $ -
June 2026 $ -
$ 1,186,504.17
Town of Los Gatos
Statement of Interest Earned
November 30, 2025
4

ITEM NO. 4.

Original Issue Market Value Maturity Yield to Interest Interest Interest Days Deposit Par Original (Discount) Market Above (Under) Purchased Date or Maturity Received Earned Earned to Institution CUSIP # Security Coupon Date Value Cost Premium Value Cost Interest Call Date or Call to Date Prior Yrs. Current FY Maturity Apple 037833DB3 Corporate Bond 2.90% 12/20/2022 1,300,000.00 1,228,591.00 (71,409.00) 1,283,165.00 54,574.00 6/21/2027 4.19% $ 102,837.22 $ 135,426.07 $ 22,448.74 568 Home Depot 437076BM3 Corporate Bond 3.00% 8/4/2022 1,000,000.00 991,960.00 (8,040.00) 996,450.00 4,490.00 1/1/2026 3.04% $ 94,750.00 $ 94,051.74 $ 13,562.60 32 FFCB 3133EN5V8 Gov. Agency Debenture 4.13% 1/17/2023 236,000.00 239,174.20 3,174.20 237,113.92 (2,060.28) 1/11/2027 3.76% $ 24,175.25 $ 21,918.24 $ 3,746.92 407 US Treasury 91282CBT7 US Treasury Note 0.75% 9/30/2022 800,000.00 712,565.18 (87,434.82) 792,088.00 79,522.82 3/31/2026 4.14% $ 18,000.00 $ 85,193.12 $ 12,982.62 121 JP Morgan Chase 46625HRS1 Corporate Bond 3.20% 9/23/2022 500,000.00 474,660.00 (25,340.00) 497,700.00 23,040.00 3/15/2026 4.70% $ 43,644.44 $ 64,505.94 $ 9,762.03 105 FHLB 3130AQF65 Gov. Agency Debenture 1.25% 11/30/2022 1,300,000.00 1,160,559.40 (139,440.60) 1,270,503.00 109,943.60 12/21/2026 4.15% $ 41,572.92 $ 130,709.25 $ 21,207.33 386 FHLB 3130APJH9 Gov. Agency Debenture 1.00% 1/17/2023 1,000,000.00 907,010.00 (92,990.00) 987,430.00 80,420.00 10/28/2026 4.17% $ 28,354.17 $ 84,829.28 $ 14,501.54 332 FFCB 3133EN5N6 Gov. Agency Debenture 4.00% 2/8/2023 1,700,000.00 1,706,732.00 6,732.00 1,711,679.00 4,947.00 1/6/2028 3.91% $ 163,955.56 $ 159,363.33 $ 27,929.66 767 American Honda 02665WED9 Corporate Bond 4.70% 5/11/2023 600,000.00 608,856.00 8,856.00 608,202.00 (654.00) 1/12/2028 4.34% $ 61,178.33 $ 56,288.41 $ 11,027.05 773 US Treasury 91282CEF4 US Treasury Note 2.50% 6/9/2023 1,500,000.00 1,416,626.12 (83,373.88) 1,479,135.00 62,508.88 3/31/2027 4.09% $ 86,577.87 $ 122,333.72 $ 24,889.71 486 US Treasury 91282CGA3 US Treasury Note 4.00% 6/20/2023 2,100,000.00 2,080,558.59 (19,441.41) 2,099,979.00 19,420.41 12/15/2025 4.40% $ 166,852.46 $ 186,379.78 $ 38,483.28 15 Colgate-Palmolive 194162AR4 Corporate Bond 4.60% 7/14/2023 500,000.00 504,655.00 4,655.00 509,235.00 4,580.00 2/1/2028 4.37% $ 49,002.79 $ 43,173.83 $ 9,212.82 793 FFCB 3133EPQC2 Gov. Agency Debenture 4.63% 7/17/2023 500,000.00 501,957.50 1,957.50 502,395.00 437.50 7/17/2026 4.48% $ 46,250.00 $ 43,961.07 $ 9,420.23 229 FFCB 3133EPBM6 Gov. Agency Debenture 4.13% 7/14/2023 600,000.00 596,220.00 (3,780.00) 605,754.00 9,534.00 8/23/2027 4.29% $ 52,181.25 $ 50,424.13 $ 10,759.96 631 PNC Bank 69353RFJ2 Corporate Bond 3.25% 7/25/2023 1,000,000.00 921,490.00 (78,510.00) 989,430.00 67,940.00 12/23/2027 5.23% $ 64,729.17 $ 97,247.67 $ 21,074.92 753 US Treasury 91282CFU0 US Treasury Note 4.13% 7/31/2023 1,300,000.00 1,290,660.60 (9,339.40) 1,314,677.00 24,016.40 10/31/2027 4.31% $ 120,656.25 $ 107,052.11 $ 23,398.53 700 Toyota Motor Credit 89236TKL8 Corporate Bond 5.45% 8/25/2023 1,600,000.00 1,617,168.00 17,168.00 1,647,072.00 29,904.00 11/10/2027 5.16% $ 192,566.67 $ 153,725.55 $ 34,844.46 710 US Treasury 912810FE3 US Treasury Note 5.50% 10/3/2023 1,200,000.00 1,238,207.14 38,207.14 1,262,904.00 24,696.86 8/15/2028 4.76% $ 123,211.96 $ 101,335.84 $ 24,377.96 989 Pepsico Inc 713448DF2 Corporate Bond 2.85% 10/16/2023 1,000,000.00 947,570.00 (52,430.00) 996,930.00 49,360.00 11/24/2025 5.24% $ 52,883.33 $ 91,065.84 $ 21,487.45 0 FFCB 3133EPUW3 Gov. Agency Debenture 4.75% 10/13/2023 1,000,000.00 994,338.00 (5,662.00) 1,007,820.00 13,482.00 9/1/2026 4.96% $ 89,458.33 $ 84,828.57 $ 20,732.86 275 US Treasury 91282CEW7 US Treasury Note 3.25% 10/16/2023 1,000,000.00 950,039.06 (49,960.94) 995,590.00 45,550.94 6/30/2027 4.73% $ 55,461.96 $ 78,477.53 $ 19,272.97 577 US Treasury 91282CEN7 US Treasury Note 2.75% 10/31/2023 1,300,000.00 1,214,336.39 (85,663.61) 1,285,479.00 71,142.61 4/30/2027 4.82% $ 71,500.00 $ 100,336.49 $ 25,249.15 516 US Treasury 91282CCH2 US Treasury Note 1.25% 12/21/2023 900,000.00 798,647.55 (101,352.45) 850,536.00 51,888.45 6/30/2028 3.99% $ 17,180.71 $ 51,319.84 $ 14,096.83 943 FNMA 3135G0Q22 Gov. Agency Debenture 1.88% 12/21/2023 900,000.00 845,676.00 (54,324.00) 886,950.00 41,274.00 9/24/2026 4.22% $ 29,671.88 $ 55,770.03 $ 15,319.24 298 US Treasury 91282CFB2 US Treasury Note 2.75% 1/2/2024 1,000,000.00 960,354.91 (39,645.09) 987,270.00 26,915.09 7/31/2027 3.95% $ 43,417.12 $ 57,605.73 $ 16,171.88 608 US Treasury 91282CHE4 US Treasury Note 3.63% 1/17/2024 1,800,000.00 1,775,185.72 (24,814.28) 1,805,832.00 30,646.28 5/31/2028 3.97% $ 121,942.63 $ 102,986.91 $ 29,730.18 913 JP Morgan Chase 46647PDG8 Corporate Bond 4.85% 2/1/2024 1,400,000.00 1,396,528.00 (3,472.00) 1,418,592.00 22,064.00 7/25/2027 4.93% $ 100,739.10 $ 97,231.80 $ 28,886.34 602 US Bancorp 91159HJF8 Corporate Bond 4.55% 2/5/2024 1,000,000.00 989,200.00 (10,800.00) 1,007,710.00 18,510.00 7/22/2027 4.89% $ 66,577.67 $ 68,041.60 $ 20,372.53 599 Treasury 91282CHB0 US Treasury Note 3.63% 2/23/2024 1,175,000.00 1,151,962.92 (23,037.08) 1,174,189.25 22,226.33 5/15/2026 4.56% $ 73,485.92 $ 71,517.53 $ 22,195.10 166 FHLB 3130AXB31 Gov. Agency Debenture 4.88% 2/27/2024 1,000,000.00 1,003,060.00 3,060.00 1,003,020.00 (40.00) 3/13/2026 4.72% $ 76,104.17 $ 63,303.13 $ 19,806.50 103 FFCB 3133EP5U5 Gov. Agency Debenture 4.13% 3/28/2024 1,700,000.00 1,687,981.00 (12,019.00) 1,730,226.00 42,245.00 3/20/2029 4.28% $ 103,629.17 $ 91,219.09 $ 30,406.36 1206 US Treasury 9128285M8 US Treasury Note 3.13% 4/30/2024 1,200,000.00 1,123,832.14 (76,167.86) 1,187,580.00 63,747.86 11/15/2028 4.69% $ 57,795.34 $ 63,313.82 $ 22,739.47 1081 Cisco Systems 17275RBR2 Corporate Bond 4.85% 5/15/2024 1,000,000.00 999,130.00 (870.00) 1,027,690.00 28,560.00 1/26/2029 4.87% $ 62,106.94 $ 54,820.58 $ 20,407.66 1153 Home Depot 437076CW0 Corporate Bond 4.90% 5/17/2024 1,000,000.00 1,001,790.00 1,790.00 1,029,310.00 27,520.00 4/15/2029 4.86% $ 69,144.44 $ 54,498.76 $ 20,387.07 1232 Treasury 91282CJR3 US Treasury Note 3.75% 5/31/2024 1,200,000.00 1,154,629.02 (45,370.98) 1,208,628.00 53,998.98 12/31/2028 4.68% $ 48,708.79 $ 59,398.06 $ 23,007.35 1127 American Honda 02665WEY3 Corporate Bond 4.95% 6/27/2024 1,000,000.00 995,640.00 (4,360.00) 1,000,590.00 4,950.00 1/9/2026 5.25% $ 51,287.50 $ 52,766.88 $ 21,938.41 40 FHLB 3130B1BT3 Gov. Agency Debenture 4.88% 7/2/2024 1,150,000.00 1,150,966.00 966.00 1,157,406.00 6,440.00 6/12/2026 4.82% $ 47,341.67 $ 55,261.42 $ 23,292.01 194 Citibank 17325FBK3 Corporate Bond 4.84% 8/15/2024 1,250,000.00 1,263,062.50 13,062.50 1,282,712.50 19,650.00 7/6/2029 4.60% $ 58,963.12 $ 50,520.38 $ 24,230.78 1314 FNMA 3135G05Y5 Gov. Agency Debenture 0.75% 9/10/2024 1,100,000.00 1,010,724.00 (89,276.00) 1,045,803.00 35,079.00 10/8/2027 3.56% $ 8,891.67 $ 29,915.45 $ 15,621.38 677 US Treasury 91282CFL0 US Treasury Note 3.88% 12/3/2024 1,100,000.00 1,088,144.31 (11,855.69) 1,112,595.00 24,450.69 9/30/2029 4.12% $ 35,130.49 $ 25,813.46 $ 18,896.93 1400 FHLB 3130ATUT2 Gov. Agency Debenture 4.50% 2/12/2025 505,000.00 508,253.21 3,253.21 522,574.00 14,320.79 12/14/2029 4.35% $ 7,701.25 $ 8,337.70 $ 9,243.98 1475 FFCB 3133ER5X5 Gov. Agency Debenture 3.88% 3/12/2025 1,000,000.00 998,480.00 (1,520.00) 1,005,990.00 7,510.00 3/7/2028 3.93% $ 18,836.81 $ 11,831.34 $ 16,456.31 828 Treasury 91282CJF9 US Treasury Note 4.88% 3/31/2025 1,100,000.00 1,130,167.75 30,167.75 1,141,503.00 11,335.25 10/31/2028 4.04% $ 31,256.56 $ 11,273.90 $ 18,955.02 1066 State Street Corp 857477CD3 Corporate Bond 5.27% 4/30/2025 800,000.00 811,184.00 11,184.00 806,272.00 (4,912.00) 8/3/2026 4.04% $ 10,895.47 $ 5,565.50 $ 13,959.36 246 Freddie Mac 3134HAW33 Gov. Agency Debenture 4.75% 4/30/2025 1,000,000.00 1,005,644.00 5,644.00 1,003,990.00 (1,654.00) 12/18/2029 4.23% $ 6,993.07 $ 7,735.00 $ 19,400.90 1479 US Treasury 91282CNG2 US Treasury Note 4.00% 6/30/2025 660,000.00 665,184.24 5,184.24 671,371.80 6,187.56 5/31/2030 3.82% $ 11,036.08 $ - $ 10,624.66 1643 US Treasury 91282CMG3 US Treasury Note 4.25% 8/4/2025 825,000.00 842,308.43 17,308.43 846,557.25 4,248.82 381.11 1/31/2030 3.74% $ (381.11) $ - $ 10,090.67 1523 US Treasury 91282CMA6 US Treasury Note 4.13% 8/25/2025 1,200,000.00 1,218,847.77 18,847.77 1,225,032.00 6,184.23 11/30/2029 3.72% $ 13,118.86 $ - $ 11,981.35 1461 US Treasury 91282CHR5 US Treasury Note 4.00% 9/23/2025 950,000.00 967,036.38 17,036.38 966,406.50 (629.88) 5,576.08 7/31/2030 3.59% $ (5,576.08) $ - $ 6,425.69 1704 US Treasury 91282CGQ8 US Treasury Note 4.00% 10/3/2025 1,000,000.00 1,013,362.72 13,362.72 1,016,680.00 3,317.28 3,646.41 2/28/2030 3.67% $ (3,646.41) $ - $ 5,874.48 1551 State Street Corp 857477DB6 Corporate Bond 4.83% 11/10/2025 580,000.00 596,535.80 16,535.80 598,130.80 1,595.00 1,246.09 4/24/2030 4.13% $ (1,246.09) $ - $ 1,332.89 1606 Subtotal $ 53,531,000.00 $ 52,457,452.55 $ (1,073,547.45) $ 53,801,878.02 $ 1,344,425.47 $ 10,849.69 $ 2,910,906.67 $ 3,242,675.42 $ 932,224.09 BNY MM Money Market 110,383.98 110,383.98 0.00 0.00% 1
LAIF State Investment Pool 9,497,275.92 9,515,601.68 18,325.76 4.10% 222,364.63 1 62,065,112.45 $63,427,863.68 $1,362,751.23 $10,849.69 $ 2,910,906.67 $ 3,242,675.42 $ 1,154,588.72 Matured Assets
US Treasury 91282CAB7 US Treasury Note 0.25% 11/15/2023 675,000.00 623,900.39 (51,099.61) 7/31/2025 4.92% $ 2,884.34 $ 51,302.62 $ 2,681.92 FHLB 3135G05X7 Gov. Agency Debenture 0.38% 6/10/2022 1,200,000.00 1,102,952.40 (97,047.60) 8/25/2025 3.04% $ 14,437.50 $ 106,169.42 $ 5,327.50 FFCB 3133ENP95 Gov. Agency Debenture 4.25% 9/30/2022 900,000.00 900,939.60 939.60 9/30/2025 4.14% $ 114,750.00 $ 104,352.97 $ 9,562.22 Freddie Mac 3137EAEX3 Gov. Agency Debenture 0.38% 5/1/2023 750,000.00 689,032.50 (60,967.50) 9/23/2025 3.97% $ 6,734.37 $ 61,146.74 $ 6,570.76 FannieMae 3135G06G3 Gov. Agency Debenture 0.50% 7/14/2023 500,000.00 455,157.00 (44,843.00) 11/7/2025 4.63% $ 5,784.72 $ 42,871.33 $ 7,773.04 Total Investments "Matured" $ 31,915.45
Total Interest FY 24_25 Matured and Current $ 1,186,504.17 Maturity Profile Amount Percent
0-1 year $ 23,176,768.09 37%
1-2 years $14,070,181.68 23%
2-3 years $10,806,253.30 17%
3-5 years $ 14,011,909.38 23%
$62,065,112.45 100%
Town of Los Gatos
Investment Schedule
November 30, 2025
5

ITEM NO. 4.

Date Cusip/Id Description Transaction Type Trade Date Settlement Date Par Coupon Maturity Date Price Principal Interest Transaction
Total
11/4/2025 Cash-USD Cash-USD

SHORT TERM INVESTMENT
FUND INCOME 11/4/2025 11/4/2025 332.93 0.000% 100.00 - - 332.93 11/10/2025 857477DB6
STATE STREET CORP 4.834% 24APR2030
(CALLABLE 24MAR30) PURCHASE 11/7/2025 11/10/2025 580,000.00 4.834% 4/24/2030 102.85 596,535.80 1,246.10 597,781.90 11/7/2025 3135G06G3 FANNIE MAE 0.5% 07NOV2025 BOND INTEREST 11/7/2025 11/7/2025 500,000.00 0.000% 11/7/2025 - - 1,250.00 1,250.00 11/7/2025 3135G06G3 FANNIE MAE 0.5% 07NOV2025 REDEMPTION 11/7/2025 11/7/2025 500,000.00 0.000% 11/7/2025 100.00 500,000.00 - 500,000.00 11/10/2025 89236TKL8
TOYOTA MOTOR CREDIT CORP 5.45%
10NOV2027 BOND INTEREST 11/10/2025 11/10/2025 1,600,000.00 5.450% 11/10/2027 - - 43,600.00 43,600.00 11/17/2025 91282CHB0 USA TREASURY 3.625% 15MAY2026 BOND INTEREST 11/15/2025 11/15/2025 1,175,000.00 3.625% 5/15/2026 - - 21,296.88 21,296.88 11/17/2025 9128285M8 USA TREASURY 3.125% 15NOV2028 BOND INTEREST 11/15/2025 11/15/2025 1,200,000.00 3.125% 11/15/2028 - - 18,750.00 18,750.00 Town of Los Gatos
Investment Transaction Detail
November 30, 2025
6

ITEM NO. 4.

CUSIP Security description Maturity
date Par/Shares Total market value ($) S&P rating Moody's rating Insight ESG
rating Environment Social Governance
02665WEY3 AMERICAN HONDA FINANCE 4.95% 09JAN2026 1/9/2026 1,000,000 1,019,980 A- A3 3 3 3 3 02665WED9 AMERICAN HONDA FINANCE 4.7% 12JAN2028 1/12/2028 600,000 619,010 A- A3 3 3 3 3 037833DB3 APPLE INC 2.9% 12SEP2027 (CALLABLE 12JUN27) 9/12/2027 1,300,000 1,291,337 AA+ Aaa 5 2 5 5 17275RBR2 CISCO SYSTEMS INC 4.85% 26FEB2029 (CALLABLE 26JAN29) 2/26/2029 1,000,000 1,040,358 AA- A1 2 1 3 3 17325FBK3 CITIBANK NA 4.838% 06AUG2029 (CALLABLE 06JUL29) 8/6/2029 1,250,000 1,301,864 A+ Aa3 3 1 2 4 194162AR4 COLGATE-PALMOLIVE CO 4.6% 01MAR2028 (CALLABLE 01FEB28) 3/1/2028 500,000 514,919 A+ Aa3 3 3 3 2 437076CW0 HOME DEPOT INC 4.9% 15APR2029 (CALLABLE 15MAR29) 4/15/2029 1,000,000 1,035,431 A A2 3 3 3 3 437076BM3 HOME DEPOT INC 3% 01APR2026 (CALLABLE 01JAN26) 4/1/2026 1,000,000 1,001,369 A A2 3 3 3 3 46625HRS1 JPMORGAN CHASE & CO 3.2% 15JUN2026 (CALLABLE 15MAR26) 6/15/2026 500,000 505,035 A A1 3 2 3 4 46647PDG8 JPMORGAN CHASE & CO 4.851% 25JUL2028 (CALLABLE 25JUL27) 7/25/2028 1,400,000 1,442,173 A A1 3 2 3 4 713448DF2 PEPSICO INC 2.85% 24FEB2026 (CALLABLE 28DEC25) 2/24/2026 1,000,000 1,004,530 A+ A1 3 2 2 4 69353RFJ2 PNC BANK NA 3.25% 22JAN2028 (CALLABLE 23DEC27) 1/22/2028 1,000,000 1,000,984 A A2 3 3 4 2 857477CD3 STATE STREET CORP 5.272% 03AUG2026 (CALLABLE 03JUL26) 8/3/2026 800,000 819,977 A Aa3 2 1 2 2 857477DB6 STATE STREET CORP 4.834% 24APR2030 (CALLABLE 24MAR30) 4/24/2030 580,000 600,933 A Aa3 2 1 2 2 89236TKL8 TOYOTA MOTOR CREDIT CORP 5.45% 10NOV2027 11/10/2027 1,600,000 1,651,910 A+ A1 3 1 2 4 91159HJF8 US BANCORP 4.548% 22JUL2028 (CALLABLE 22JUL27) 7/22/2028 1,000,000 1,023,875 A A3 3 3 3 3 Total Corporate / weighted average 15,530,000 15,873,685 3 2 3 3 ESG ratings are from 1 to 5, with 1 as the highest rating and 5 as the lowest. All ratings are weighted by industry rankings, based on the importance of the category within the individual industry

TOWN OF LOS GATOS, CA
Insight ESG ratings as of November 30, 2025
7

ITEM NO. 4.

Fund Schedule
Fund
Number Fund Description
Current
Revenue
Current
Expenditure
Transfer
In
Transfer
Out

GENERAL FUND
Non-Spendable:

Loans Receivable 159,000 - - - - - 159,000
Restricted Fund Balances:

Pension 3,090,731 - - - - - 3,090,731
Land Held for Resale - - - - - - -
Committed Fund Balances:

Budget Stabilization 7,870,639 - - - - - 7,870,639
Catastrophic 7,870,639 - - - - - 7,870,639
Pension/OPEB 1,300,000 - - - - - 1,300,000
Measure G District Sales Tax - - - - - - -
Assigned Fund Balances:

Open Space 410,000 - - - - - 410,000
Sustainability 140,553 - - - - - 140,553
Capital/Special Projects 1,983,271 - - - - - 1,983,271
Carryover Encumbrances 6,367 - - - - - 6,367
Compensated Absences 1,519,243 - - - - - 1,519,243
ERAF Risk Reserve - - - - - - -
Market Fluctuations 1,201,824 - - - - - 1,201,824
Council Priorities - Economic Recovery - - - - - - -
Unassigned Fund Balances:
111 Other Unassigned Fund Balance Reserve (Pre YE distribution) 10,211,049 (4,245,780) 5,274,865 (3,494,027) - - 7,746,107 General Fund Total 35,763,316 (4,245,780) 5,274,865 (3,494,027) - - 33,298,374 * Interfund transfers and Council Priorities/Economic Recovery funding allocation to be performed as part of the fiscal year end closing entries.

November 2025
Prior Year
Carryforward
7/1/2025*
Increase/
(Decrease)
July-October
Estimated Fund
Balance
11/30/2025*
8

ITEM NO. 4.

Fund Schedule
Fund
Number Fund Description
Current
Revenue
Current
Expenditure
Transfer
In
Transfer
Out

SPECIAL REVENUE
211/212 CDBG 166,653 - - - - - 166,653
222 Urban Runoff (NPDES) 664,168 (580) 13,641 (10,756) - - 666,473 231-236 Landscape & Lighting Districts 193,606 (7,183) - (3,335) - - 183,088 251 Los Gatos Theatre 381,120 42,058 15,070 (5,202) - - 433,046 261-264,269 Library Trusts 559,745 50,187 - (2,338) - - 607,594 Special Revenue Total 1,965,292 84,482 28,711 (21,631) - - 2,056,854

CAPITAL PROJECTS
411 GFAR - General Fund Appropriated Reserve 16,974,946 798,167 139,755 (61,992) - - 17,850,876 412 Community Center Development 819,604 - - - - - 819,604 421 Grant Funded Projects (1,577,430) 872,022 - (23,095) - - (728,503) 461-463 Storm Basin Projects 2,825,234 56,632 6,334 (371) - - 2,887,829 471 Traffic Mitigation Projects 676,482 - - - - - 676,482 472 Utility Undergrounding Projects 3,763,913 - - - - - 3,763,913 481 Gas Tax Projects 2,130,548 (521,703) 162,782 - - - 1,771,627 Capital Projects Total 25,613,297 1,205,118 308,871 (85,458) - - 27,041,828

INTERNAL SERVICE FUNDS
611 Town General Liability 208,746 (1,504,808) - (34,041) - - (1,330,103) 612 Workers Compensation 1,259,972 (575,238) 7,838 (74,508) - - 618,064 621 Information Technology 2,585,103 (460,552) 3,640 (122,343) - - 2,005,848 631 Vehicle & Equipment Replacement 3,890,428 (81,556) - (82,277) - - 3,726,595 633 Facility Maintenance 820,099 (368,099) 2,083 (87,013) - - 367,070 Internal Service Funds Total 8,764,348 (2,990,253) 13,561 (400,182) - - 5,387,474 Trust/Agency
942 RDA Successor Agency (3,037,146) (1,743,174) - (128) - - (4,780,448) Trust/Agency Fund Total (3,037,146) (1,743,174) - (128) - - (4,780,448) Total Town 69,069,107 (7,689,607) 5,626,008 (4,001,426) - - 63,004,082 * Interfund transfers and Council Priorities/Economic Recovery funding allocation to be performed as part of the fiscal year end closing entries.

Deposit Accounts of Interest:
111-23541 General Plan Update deposit account balance $483,221.98 111-23521 BMP Housing deposit account balance $3,723,190.79 Prior Year
Carryforward
7/1/2025*
Increase/
(Decrease)
July-October
November 2025
Estimated Fund
Balance
11/30/2025*
9

ITEM NO. 4.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 5
DATE: January 5, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Third Amendment to an Agreement for Services with OpenGov, Inc., for an Amount Not to Exceed $401,214.79
RECOMMENDATION: Authorize the Town Manager to execute a Third Amendment to the Agreement for Services with OpenGov, Inc. for Enterprise Asset Management Services and Procurement Suite Services, renewable annually, for an amount not to exceed $401,214.79.

EXECUTIVE SUMMARY:

This report is similar to a report that was presented to the Town Council on December 2, 2025.

Following Town Council adoption of the report, when the agreement was routed for signature, it was identified that Section 2.2, Term and Time of Performance, had not been included in the amendment language. This report addresses that earlier oversight.

FISCAL IMPACT:

This amendment increases the prior annual service level total through expanded enterprise access and domain modules, as detailed in Exhibit D. Funding for the software services was appropriated in the Adopted 2025-26 Operating Budget for Parks and Public Works Administration Program (5101-63332) and Information Technology (2501-63332). Future year expenditures are dependent on annual budget appropriation and may be adjusted during the annual budget development process.

ITEM NO. 5.

PAGE 2 OF 4
SUBJECT: Third Amendment to Agreement for Services with OpenGov, Inc.

DATE: January 5, 2026
STRATEGIC PRIORITY:

This action supports the Strategic Priorities regarding prudent financial management. Town staff is working with OpenGov software to create more efficient and streamlined processes for bidding and contract management. Parks and Public Works staff use the Asset Management / Cartegraph system for work order management and optimization of work.

BACKGROUND:

In 2004, the Town of Los Gatos entered into an agreement with Cartegraph for software related to the management of parks and public works operations. This software has been in continuous use within the Department of Parks and Public Works since that time.

In 2019, the Town entered into a five-year agreement with Cartegraph for services through December 31, 2024. In 2022, Cartegraph was acquired by OpenGov, Inc.

On November 21, 2023, the Town Council approved execution of an agreement with OpenGov through December 29, 2024, to add the Procurement Suite. Parks and Public Works (PPW) proposed this implementation to achieve efficiency and consistency regarding procurement and contract management. The system provides centralized document management with automatic reminders and the ability to track spending, insurance, and change requests.

On November 19, 2024, the Town Council approved a new agreement with OpenGov Inc. that brought the Enterprise Asset Management and Procurement modules under one contract, effective December 30, 2024, through December 29, 2025, for a total agreement amount of $66,355.59 with four one-year options to renew pending budget appropriation.

On May 20, 2025, the Town Council approved the First Amendment to the Agreement for Services with OpenGov, Inc. for a Request Management and eSignature Add-On to support the existing procurement system services in an amount of $11,448.72 for a total agreement amount not to exceed $77,804.31.

On October 7, 2025, a Second Amendment was taken to the Town Council for approval but was not executed because the proposal from OpenGov incorrectly listed “Procurement Expert Services: Elevate” instead of “Professional Services” as the service that would replace the “Request Management” services previously contracted for. This error prevented the Town from finalizing the amendment and initiating services under that version.

On November 4, 2025, a revised Second Amendment was taken to the Town Council to correct the description of services being provided by OpenGov for the remainder of 2025. This revised Second Amendment corrected the inaccurate description of services, which had listed “Procurement Expert Services: Elevate” instead of “Professional Services,” preventing execution of the prior version. The revised version was approved and corrected in the service language,

ITEM NO. 5.

PAGE 3 OF 4
SUBJECT: Third Amendment to Agreement for Services with OpenGov, Inc.

DATE: January 5, 2026
but did not finalize long-term service costs, which are resolved through the recommended Third Amendment.

DISCUSSION:

This third amendment to the Agreement for Services (Attachment 1) will allow staff to continue using the OpenGov systems. The amendment renews the services the Town currently uses but converts the Asset Management software to an enterprise system with unlimited users. This will provide additional user access across PPW work groups, supporting improved operational efficiency and coordination across maintenance divisions. Additionally, aligning the contract term with the Town’s fiscal year simplifies budgeting and reduces the administrative workload associated with mid-year renewals.

This amendment also converts the time of services and compensation to match the Town’s fiscal year, rather than the calendar year, as is currently the case. The initial renewal authorization covers a partial fiscal year from December 30, 2025, through June 30, 2026, and a full fiscal year from July 1, 2026, through June 30, 2027. Future optional extensions would occur on July 1 of each year.

Future years of the agreement will depend on budget appropriations, but this third amendment clearly defines the anticipated future costs as follows:
 December 31, 2025 – June 30, 2026: $42,693.14
 July 1, 2026 – June 30, 2027: $89,167.01
 July 1, 2027 – June 30, 2028: $93,625.30
 July 1, 2028 – June 30, 2029: $97,925.03
CONCLUSION:

Town Council authorization of this amendment will allow staff to continue working with the OpenGov software suite to optimize operations.

COORDINATION:

This staff report was coordinated with the Finance Department, Information Technology, the Town Attorney’s Office, and the software provider, OpenGov.

ENVIRONMENTAL ASSESSMENT:

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

ITEM NO. 5.

PAGE 4 OF 4
SUBJECT: Third Amendment to Agreement for Services with OpenGov, Inc.

DATE: January 5, 2026
Attachments:

1. Third Amendment to Agreement with Exhibit D - OpenGov

2. Second Amendment for Services with Exhibit C - OpenGov

3. First Amendment to Agreement with Exhibit B - OpenGov

4. Original Agreement for Services with Exhibit A - OpenGov

ITEM NO. 5.

THIRD AMENDMENT TO AGREEMENT FOR SERVICES
OpenGov, Inc.

PREAMBLE
This Third Amendment to Agreement for Services is dated for identification on this 19th day of December 2025, and amends that certain Agreement for Services dated November 19, 2024, and amended by the First Amendment dated April 15, 2025, and the Second Amendment dated October 22, 2025 made by and between the Town of Los Gatos (“Town”) and OpenGov, Inc. (“Service Provider”), identified as a C Corporation and whose address is 660 3rd Street, Suite 100, San Francisco, CA 94107.

I. RECITALS
A. Town and Service Provider entered into Agreement for Services on November 19, 2024 (“Agreement”).

B. Town and Service Provider executed a First Amendment to the Agreement on May 29, 2025 (“First Amendment”).

C. Town and Service Provider executed a Second Amendment to the Agreement on November 10, 2025 (“Second Amendment”).

D. Town and Service Provider desire to exercise the first option to extend the agreement for the use of the software services provided by Service Provider.

II. AMENDMENT

1. Section 2.1 Scope of Services is amended to add the following:

Service Provider shall provide services as described in that certain Proposal/Order Form Number Q-12470 dated November 12, 2025, which is hereby incorporated by reference and attached as Exhibit D.

2. Section 2.2 Term and Time of Performance is to be replaced in its entirety with the following:

The effective date of this Agreement shall begin December 30, 2024 through June 30, 2027, with two remaining one-year options to extend the agreement.

Year 1: December 30, 2024 through December 29, 2025
Year 2: December 30, 2025 through June 30, 2026
Year 3: July 1, 2026 through June 30, 2027
Year 4: July 1, 2027 through June 30, 2028 (Optional Term) Year 5: July 1, 2028 through June 30, 2029 (Optional Term) This amendment converts the time of services and compensation to match the Town’s fiscal year, rather than the calendar year, as is currently the case. The first renewal period covers December 30, 2025, through June 30, 2027; future renewals would occur on July 1 of each year.

ATTACHMENT 1

ITEM NO. 5.

3. Section 2.6 Compensation is to be replaced in its entirety with the following:

Compensation for services prior to December 30, 2025 shall not exceed $77,804.31 per the First and Second Amendments. Future Compensation shall not exceed the following:

December 30, 2025 – June 30, 2026: $42,693.14
July 1, 2026 – June 30, 2027: $89,167.01
July 1, 2027 – June 30, 2028: $93,625.30
July 1, 2028 – June 30, 2029: $97,925.03
Payment shall be contingent on budget appropriations and annual amendments of the agreement executed by July 1 of each contract year starting in 2027. Total compensation for agreement shall not exceed $401,214.79.

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

ITEM NO. 5.

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

Town of Los Gatos by:

Chris Constantin, Town Manager
OpenGov, Inc. by:
___________________________________
Sam Kramer, Chief Finance Officer
Recommended by:
______________________________________
Nicolle Burnham, Director of Parks and Public Works
Approved as to Form:
______________________________________
Gabrielle Whelan, Town Attorney

EXHIBITS
Exhibit D – Proposal/Order Form Q-12470 dated 11/12/2025

ITEM NO. 5.

OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-12470 Prepared By: Beverly Dea
Created On: 11/12/2025 Email: [email protected]
Order Form Expiration: 12/12/2025 Contract Term: 42 Months Subscription Start Date: 12/30/2025
Subscription End Date: 06/30/2029
Customer Information:

Customer: Town of Los Gatos, CA Contact Name: Kinjal Buch Bill To/Ship To: 110 E. Main St Email: [email protected] Los Gatos, California Phone: 4083995756
95030
United States
Order Details:

Billing Frequency: Prepaid
Payment Terms: Net 30 Days
SOFTWARE SERVICES:

Product Name Start Date End Date Annual Fee
Asset Management 12/30/2025 06/30/2026 $6,925.93
Contract eSignatures 12/30/2025 06/30/2026 $392.61
Facilities Domain 12/30/2025 06/30/2026 $4,120.73
OpenGov Core Procurement and Contracts 12/30/2025 06/30/2026 $6,188.61 Orange Advantage 12/30/2025 06/30/2026 $5,765.84
Parks & Recreation Domain 12/30/2025 06/30/2026 $3,846.74 Signal Domain 12/30/2025 06/30/2026 $3,572.51

ITEM NO. 5.

Stormwater Domain 12/30/2025 06/30/2026 $3,846.74
Systems Integration Support 12/30/2025 06/30/2026 $230.63 Transportation Domain 12/30/2025 06/30/2026 $4,120.73
Walkability Domain 12/30/2025 06/30/2026 $3,682.07
Asset Management 07/01/2026 06/30/2027 $14,465.18
Contract eSignatures 07/01/2026 06/30/2027 $820.00
Facilities Domain 07/01/2026 06/30/2027 $8,606.38
OpenGov Core Procurement and Contracts 07/01/2026 06/30/2027 $12,925.24 Orange Advantage 07/01/2026 06/30/2027 $12,042.28
Parks & Recreation Domain 07/01/2026 06/30/2027 $8,034.13 Signal Domain 07/01/2026 06/30/2027 $7,461.40
Stormwater Domain 07/01/2026 06/30/2027 $8,034.13
Systems Integration Support 07/01/2026 06/30/2027 $481.69 Transportation Domain 07/01/2026 06/30/2027 $8,606.38
Walkability Domain 07/01/2026 06/30/2027 $7,690.20
Asset Management 07/01/2027 06/30/2028 $15,188.44
Contract eSignatures 07/01/2027 06/30/2028 $861.00
Facilities Domain 07/01/2027 06/30/2028 $9,036.70
OpenGov Core Procurement and Contracts 07/01/2027 06/30/2028 $13,571.46

ITEM NO. 5.

Orange Advantage 07/01/2027 06/30/2028 $12,644.39
Parks & Recreation Domain 07/01/2027 06/30/2028 $8,435.83 Signal Domain 07/01/2027 06/30/2028 $7,834.47
Stormwater Domain 07/01/2027 06/30/2028 $8,435.83
Systems Integration Support 07/01/2027 06/30/2028 $505.78 Transportation Domain 07/01/2027 06/30/2028 $9,036.69
Walkability Domain 07/01/2027 06/30/2028 $8,074.71
Asset Management 07/01/2028 06/30/2029 $15,885.97
Contract eSignatures 07/01/2028 06/30/2029 $900.54
Facilities Domain 07/01/2028 06/30/2029 $9,451.70
OpenGov Core Procurement and Contracts 07/01/2028 06/30/2029 $14,194.74 Orange Advantage 07/01/2028 06/30/2029 $13,225.08
Parks & Recreation Domain 07/01/2028 06/30/2029 $8,823.25 Signal Domain 07/01/2028 06/30/2029 $8,194.26
Stormwater Domain 07/01/2028 06/30/2029 $8,823.25
Systems Integration Support 07/01/2028 06/30/2029 $529.00 Transportation Domain 07/01/2028 06/30/2029 $9,451.70
Walkability Domain 07/01/2028 06/30/2029 $8,445.54
Customer Billing/Service Periods:

Period: Total:

ITEM NO. 5.
12/30/2025 $42,693.14
07/01/2026 $89,167.01
07/01/2027 $93,625.30
07/01/2028 $97,925.03
Order Form Legal Terms:

This Order Form incorporates and is made part of the Agreement for Services between Customer and OpenGov dated 11/19/24, as amended ("Agreement").

If Professional Services are purchased, the Statement of Work is incorporated by reference.

Fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.

By signing this Order Form, Customer acknowledges and agrees to these Legal Terms.

Town of Los Gatos, CA: OpenGov, Inc.

Signature:
____________________________
Signature:
____________________________
Name:
____________________________
Name:
____________________________
Title:
____________________________
Title:
____________________________
Date:
____________________________
Date:
____________________________

ITEM NO. 5.

AMENDMENT TO AGREEMENT FOR SERVICES

PREAMBLE
This Second Amendment to Agreement for Services is dated for identification on this 22nd day of October 2025, and amends that certain Agreement for Services dated November 19, 2024, and amended by the First Amendment dated April 15, 2025, made by and between the Town of Los Gatos (“Town”) and OpenGov, Inc. (“Service Provider”), identified as a C Corporation and whose address is 660 3rd Street, Suite 100, San Francisco, CA 94107.

I. RECITALS
A. Town and Consultant entered into Agreement for Services on November 19, 2024 (“Agreement”).

B. Town and Consultant executed a First Amendment to the Agreement on April 15, 2025 (“First Amendment”).

C. Town desires to amend the Agreement to revise the scope of services without increasing the compensation of the Agreement.

II. AMENDMENT

1. Section 2.1 Scope of Services is amended to add the following:

Service Provider shall provide services as described in that certain Proposal/Order Form Number Q-11947.2 dated October 17, 2025, which is hereby incorporated by reference and attached as Exhibit C and replaces and supersedes the prior Exhibit B Order Form Number Q-07800 executed May 29, 2025, as amended.

2. Section 2.6 Compensation is to be replaced in its entirety with the following:

Compensation for services for the dates December 30, 2024, to December 29, 2025, shall be the original agreement amount of $66,355.59, increased by $11,448.72 pursuant to the First Amendment, for a total agreement amount not to exceed $77,804.31. No additional compensation is authorized by this Second Amendment.

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






 





ATTACHMENT 2 Page 42
ITEM NO. 5.

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

Town of Los Gatos by:
__________________________________
Chris Constantin, Town Manager
OpenGov, Inc. by:
__________________________________
Sam Kramer, Chief Finance Officer
Recommended by:
__________________________________
Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:
__________________________________
Gabrielle Whelan, Town Attorney

EXHIBITS
Exhibit C – Proposal/Order Form Q-11947.2 dated October 17, 2025 






 












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ITEM NO. 5.

Docusign Envelope ID: 78D8379A-447E-4A97-BE19-823F0C5086BD

FIRST AMENDMENT TO AGREEMENT

PREAMBLE
This First Amendment to Agreement for Services is dated for identification on this 15th day of April 2025, and amends that certain Agreement for Services dated November 19, 2024, made by and between the Town of Los Gatos, {"Town,") and the OpenGov, Inc. ("Service Provider") identified as an C Corporation and whose address is 660 3rd Street, Suite 100 San Francisco CA 94107.

I. RECITALS
A. Town and Consultant entered into Agreement for Services Agreement on November 19, 2024, ("Agreement"), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Agreement.

B. Town desires to amend the Agreement to add to the scope of services and to increase the compensation of the Agreement.

II. AMENDMENT

1. 2.1 Scope of Services is amended to add the following:

Service Provider shall provide services as described in that certain Proposal dated May 2, 2025, which is hereby incorporated by reference and attached as Exhibit B.

2. 2.6 Compensation is to be replaced in its entirety with the following:

Compensation for services for the dates December 30, 2024 to December 29, 2025 shall be the original agreement amount of $66,355.59, increased by $11,448.72 for an agreement amount not to exceed $77,804.31. All invoice amounts, including exercised option years (pending budget appropriation and extension of the agreement) shall be invoiced in the amounts further described in the applicable Order Form {"Exhibit A and B").

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

First Amendment to Agreement for Services
OpenGov, Inc.

ITEM NO. 5.

Docusign Envelope ID: 78D8379A-447E-4A97-BE19-823F0C5086BD IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.

Town of Los Gatos by:

If Signed by:
��F�0r�;t�� 5/29/2025
OpenGov, Inc. by:
043308530DE4424 ...
5/23/2025
Chris Constantin, Town Manager Joe Lane, Sr. Director, Finance & Strategy Recommended by:

Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:

Gabrielle Whelan, Town Attorney
Attest:

Wendy Wood, CMC, Town Clerk
First Amendment to Agreement for Services
OpenGov, Inc.
5/27/2025
5/28/2025
5/29/2025

ITEM NO. 5.

OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-07800 Prepared By: Jonathan Stone
Created On: 05/02/2025 Email: [email protected]
Order Form Expiration: 05/23/2025 Contract Term: 55 Months Subscription Start Date: 05/30/2025
Subscription End Date: 12/29/2029
Customer Information:

Customer: Town of Los Gatos, CA Contact Name: Kinjal Buch Bill To/Ship To: 110 E. Main St Email: [email protected] Los Gatos, California Phone: +1 4083995756
95030
United States
Order Details:

Billing Frequency: Upfront
Payment Terms: Net 30 Days
SOFTWARE SERVICES:

Product Name Start Date End Date Annual Fee
Contract eSignatures 05/30/2025 12/29/2025 $432.18
Request Management 05/30/2025 12/29/2025 $4,320.54
Contract eSignatures 12/30/2025 12/29/2026 $777.92
Request Management 12/30/2025 12/29/2026 $7,776.97
Contract eSignatures 12/30/2026 12/29/2027 $816.82
Request Management 12/30/2026 12/29/2027 $8,165.81
Contract eSignatures 12/30/2027 12/29/2028 $857.66

EXHIBIT B
Docusign Envelope ID: 78D8379A-447E-4A97-BE19-823F0C5086BD

ITEM NO. 5.

Request Management 12/30/2027 12/29/2028 $8,574.11
Contract eSignatures 12/30/2028 12/29/2029 $900.54
Request Management 12/30/2028 12/29/2029 $9,002.81
PROFESSIONAL SERVICES:

Product Name Start Date Description Fee
Professional Services
Deployment - Time and
Materials Billed Monthly
as Incurred
05/30/2025 Professional Services Deployment - Estimated Time and Materials Billed Monthly as Incurred $6,696.00
Professional Services Total: $6,696.00
Customer Billing/Service Periods:

Period: Total:
05/30/2025 $11,448.72
12/30/2025 $8,554.89
12/30/2026 $8,982.63
12/30/2027 $9,431.77
12/30/2028 $9,903.35
Order Form Legal Terms:

This Order Form incorporates the Agreement for Services between the parties dated November 19, 2024.

The "Agreement" consists of the Order Form(s), Agreement for Services, and, if Professional Services are purchased, the Statement of Work.

Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.

By signing this Order Form, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms.

Hours will be billed upon completion on a time and material basis at a rate of $215.00 per hour. Actual charges may exceed the provided estimate under Time and Materials billing, The final amount billed will reflect the actual hours utilized.

Docusign Envelope ID: 78D8379A-447E-4A97-BE19-823F0C5086BD

ITEM NO. 5.

Town of Los Gatos, CA: OpenGov, Inc.

Signature:
____________________________
Signature:
____________________________
Name:
____________________________
Name:
____________________________
Title:
____________________________
Title:
____________________________
Date:
____________________________
Date:
____________________________
Docusign Envelope ID: 78D8379A-447E-4A97-BE19-823F0C5086BD

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.

AGREEMENT FOR SERVICES

PREAMBLE
THIS AGREEMENT is dated for identification on this 19th day of November 2024 by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and OpenGov, Inc. (“Service Provider”), identified as a C Corporation and whose address is 660 3rd Street, Suite 100, San Francisco CA 94107. This Agreement is made with reference to the following facts.

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

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

Town desires to engage Service Provider to provide new contract for Enterprise Asset Management program (Cartegraph) services and Procurement Suite services provided by OpenGov, Inc.

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

II. AGREEMENTS

2.1 Scope of Services. Service Provider shall provide services as described in that certain Proposal Order Form for the period of December 30, 2024 through December 29, 2025 sent to the Town on September 6, 2024, which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. The effective date of this Agreement shall begin December 30, 2024 through December 29, 2025, with four one-year options to extend the agreement.

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

2.5 Intentionally Omitted.

2.6 Compensation: Compensation for services for the dates December 30, 2024 to December 29, 2025 are in the amount not to exceed $ $66,355.59, inclusive of all costs. All invoice amounts, including exercised option years (pending budget appropriation and extension of the agreement). Including option years, shall be invoiced in the amounts further described in the applicable Order Form (“Exhibit A”).

Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60 ATTACHMENT 4

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.

2.7 Billing. Billing shall be annually by invoice within thirty (30) days of the execution of this Agreement.

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

Invoices:

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

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

2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Service Provider. No portion of these services shall be assigned or subcontracted without the written consent of the Town, which shall not be unreasonably withheld.

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

2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are solely to the Town. The Service Provider has and shall not obtain any holding or interest within the Town of Los Gatos. Service Provider has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Service Provider warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.
interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Service Provider shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person Service Provider discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement Service Provider shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

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

III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Service Provider agrees to have and maintain, for the duration of the contract, General Liability insurance policies in an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.
ii. Service Provider agrees to have and maintain, for the duration of the contract, Cyber Liability insurance for limits no less than $2,000,000 per occurrence or claim, and $4,000,000 in the aggregate.
 Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this contract.
 The policy(ies) shall include coverage for claims involving security breach, business interruption, cyber extortion, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and damage to or destruction of electronic information.
 The policy(ies) shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
iii. Service Provider agrees to have and maintain, for the duration of the contract, Technology Errors and Omissions Liability insurance in an amount of $2,000,000 per occurrence or claim, and $4,000,000 in the aggregate sufficient to Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.
insure Consultant for technological errors or omissions in the performance of the particular scope of work under this contract.
iv. Service Provider shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Service Provider agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

3.2 General Liability:
i. The Town, its elected and appointed officials, employees, and agents are to be covered as additional insureds as respects: commercial general liability policy to cover liability arising out of activities performed by or on behalf of the Service Provider.
ii. The Service Provider's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents with respect to this contract. Any insurance or self-insurances maintained by the Town, its officers, officials, or employees shall be excess of the Service Provider's insurance and shall not contribute with it.
iii. Intentionally Omitted.
iv. The Service Provider's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

3.3 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 has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

3.4 Workers’ Compensation. In addition to these policies, Service Provider shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Service Provider shall ensure that all subcontractors employed by Service Provider provide the required Workers' Compensation insurance for their respective employees. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.

3.5 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, agents, and employees (“Indemnitees") from all third party claims for damages, liabilities, penalties, costs, or expenses (including attorneys’ fees) in law or equity that may at any time arise or be set up because of damages to Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.
property or personal injury received by reason of a material breach of this Agreement or in the course of performing work which may be occasioned by a grossly negligent act or omissions of the Service Provider, or any of the Service Provider's officers, employees, or agents or any subcontractor. Service Provider’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such damages or liabilities are caused by the sole or active negligence or willful misconduct of Indemnitees.

IV. GENERAL TERMS

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

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

4.3 Termination of Agreement. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party (10 days in the case of non-payment), the non-breaching party may terminate this Agreement.

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

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

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

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
OpenGov, Inc.
660 3rd Street, Suite 100
San Francisco CA 94107
or personally delivered to Service Provider to such address or such other address as Service Provider 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 Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.
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 Service Provider. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

4.9 Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

4.10 Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

4.11 Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

4.12 Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.

Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60

ITEM NO. 5.

Agreement for Services
OpenGov, Inc.

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

Town of Los Gatos by:
________________________________________
Chris Constantin, Town Manager
OpenGov, Inc. by:
________________________________________
Sam Kramer, SVP of Finance
Recommended by:
________________________________________
Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:
________________________________________
Gabrielle Whelan, Town Attorney
Attest:
________________________________________
Wendy Wood, CMC, Town Clerk
Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60 11/27/2024
12/2/2024
12/4/2024
12/6/2024
12/6/2024

ITEM NO. 5.

OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
OG-00CA2521
4/12/2024 Marguerite Kuntz
7/30/2024 [email protected]
7/31/2024 Prorated + 12 Months
12/29/2025
Town of Los Gatos, CA Kinjal Buch
110 E. Main St
Los Gatos, California 95030
United States
[email protected]
Annually in Advance
Net Thirty (30) Days
Product / Service Start Date End Date Annual Fee
Orange Advantage 7/31/2024 12/29/2024 $2,916.67
Orange Advantage 7/31/2024 12/29/2024
OMS Plus, OMS User (25 Users), Internal Requests, Asset Condition Manager and Adv Inspections, Automation Manager, Facilities Domain, Parks & Recreation Domain, Signal Domain, Stormwater Domain, Transportation Domain, Walkability Domain, Systems Integration Support, Orange Advantage 12/30/2024 12/29/2025 $48,600.01
OpenGov Procurement 12/30/2024 12/29/2025 $17,755.58
See Service Terms
July 31, 2024 $0.00
December 30, 2024 $66,355.59
December 30, 2025 $68,371.07
December 30, 2026 $73,157.04
December 30, 2027 $76,814.89
December 30, 2028 $80,655.63
"This Order Form incorporates the OpenGov Master Services Agreement (""MSA"") attached here or available at https://opengov.com/terms-of-service/master-services-agreement/.

The ""Agreement"" between OpenGov and the entity identified above (""Customer"") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work.

Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.

By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Order Form Number:

Created On: Prepared By:

Order Form Expiration: Email:

Subscription Start Date: Contract Term:

Subscription End Date:

Customer: Contact Name:

Bill To/Ship To: Email:

Billing Frequency:

Payment Terms:

SOFTWARE SERVICES:

Annual Subscription Total:

Serivce Terms
Service Date: Amount:

Town of Los Gatos, CA OpenGov, Inc.

Customer Information
Order Details
Order Form Legal Terms
PRORATED TO ALIGN TO 12/30/2024
ONE TIME CREDIT FOR PRORATED PERIOD ($2,916.67)
(Prorated to Align to 12/30/2024 + One Time Credit for Prorated Period) (Annual Software Fee)
(Optional Auto Renewal Term 1)
(Optional Auto Renewal Term 2)
(Optional Auto Renewal Term 3)
(Optional Auto Renewal Term 4)
Exhibit A
Docusign Envelope ID: 62AD5440-B646-4767-A09C-5773DE0D0C60

ITEM NO. 5.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 6
DATE: January 20, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Accept the 2025 Annual Street Repair and Resurfacing Project, Authorize the Town Manager to Execute a Notice of Completion, and Direct Staff to Record the Notice of Completion
RECOMMENDATION: Accept the 2025 Annual Street Repair and Resurfacing Project (4118110, 4818110; CIP 811-9901); authorize the Town Manager to execute a Notice of Completion; and direct staff to record the Notice of Completion
FISCAL IMPACT:

There is no fiscal impact associated with this action.

STRATEGIC PRIORITY:

This project supports the Core Goal of Quality Public Infrastructure.

BACKGROUND:

The adopted Fiscal Year (FY) 2024/25-2028/29 Capital Improvement Program (CIP) Budget designates funding for the 2025 Street Repair and Resurfacing Project (4118110, 4818110; CIP 811-9901).

The goal of this annually funded project is to enhance safety for all travel modes and maintain the roadway infrastructure. It is important for the Town to perform annual street maintenance projects to improve the Town’s roadways and prevent street pavement from deteriorating into more extensive and costly repair conditions. For the 2025 Street Repair and Resurfacing Project, the focus was on repairs through milling and placement of new hot mix asphalt overlay.

ITEM NO. 6.

PAGE 2 OF 2
SUBJECT: Accept the 2025 Annual Street Repair and Resurfacing Project, Authorize the Town Manager to Execute a Notice of Completion and Direct Staff to Record the Notice of Completion
DATE: January 20, 2026
The 2025 project was advertised for bid on Friday, March 28, 2025. On April 22, 2025, bid packages were opened, and eleven contractors submitted bids. A summary of bid results showed O’Grady Paving Inc. as the apparent low bidder.

On May 20, 2025, the Town Council authorized the Town Manager to execute a construction contract with O’Grady Paving Inc., in the amount of $1,713,071, with a ten percent contingency ($171,307) of the contract award amount.

DISCUSSION:

Project construction commenced on July 21, 2025, and was completed on October 1, 2025. The work has been completed to the satisfaction of the Town Engineer.

The total cost associated with O’Grady’s contract was $1,713,071. There were zero change orders associated with this project, which utilized 0% of the approved contingency ($171,307).

Staff recommends that the Town Council accept the construction of the project improvements and authorize the staff to record the Notice of Completion (Attachment 1).

CONCLUSION:

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

COORDINATION:

This project was coordinated with the Finance Department.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Notice of Completion

2. Verification of Work

ITEM NO. 6.
2025 Annual Street Repair and
Resurfacing Project 2025 Form NOTICE OF COMPLETION
Project Number 24-811-9901 Page 1
ATTACHMENT 1
Recording Requested By:

Town of Los Gatos
When Recorded Mail To:

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

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

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

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

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

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

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

X Fee Ownership __ Lessee __ Other:_____________

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

Furnishing all labor, materials, tools, equipment, and services required for completion of the 2025 Annual Street Repair and Resurfacing Project, located in the Town of Los Gatos, County of Santa Clara, State of California.

6. The name of the original Contractor for the Project is: O’Grady Paving, Inc. located at 2513 Wyandotte Street, Mountain View, CA 94043.

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

8. The Project is located at: Various Locations in the Town of Los Gatos.

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

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

ITEM NO. 6.

TOWN OF LOS GATOS

PARKS AND PUBLIC WORKS COMMENTS
Parks and Public Works Department • Engineering Division 41 Miles Ave, Los Gatos, CA 95030 • 408.399.5771 • www.losgatosca.gov ATTACHMENT 2 To: Chris Constantin
From: Nicolle Burnham
Date: December 29, 2025
Subject: Notice of Acceptance
Acceptance of Work for the 2025 Annual Street Repair and Resurfacing Project (CIP No. 24-811-9901) The work performed under this contract was inspected by authorized representatives of the Town, Contractor and Engineer, and determined to be complete. The Town Engineer acknowledges the completion of this project and requests the Town Manger to sign the Certificate of Acceptance form.

Date of Final Inspection: 10/1/2025
Project Participants: Kevin Selfridge, Saurabh Nijhawan, Gary Heap (Town of Los Gatos) Craig Young (O’Grady Paving Inc.)

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

2. All change orders have been executed? N/A

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

SENIOR CIVIL ENGINEER
DATE:

DATE:

DATE:

TOWN ENGINEER

DIRECTOR OF PUBLIC WORKS
01-02-26
1/5/2026
1/6/2026

ITEM NO. 6.

TOWN OF LOS GATOS

PARKS AND PUBLIC WORKS COMMENTS
Parks and Public Works Department • Engineering Division 41 Miles Ave, Los Gatos, CA 95030 • 408.399.5771 • www.losgatosca.gov Page 63 ITEM NO. 6.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 7
DATE: December 22, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Receive the Fiscal Year 2024-25 AB 1600 Annual Report on Receipt and Use of Development Impact Fees
RECOMMENDATION: Receive the Fiscal Year 2024-25 AB 1600 Annual Report on Receipt and Use of Development Impact Fees.

FISCAL IMPACT:

There is no fiscal impact associated with receiving this report.

STRATEGIC PRIORITY:

This item is not associated with a strategic priority. However, it does align with the Town’s core goals of good governance, fiscal stability, and quality public infrastructure.

BACKGROUND:

To ensure that mitigation fees associated with private land use development are spent in a timely manner and on projects for which they were being collected, the State Legislature passed the Mitigation Fee Act (AB 1600). This bill applies to developer fees that were increased or imposed on or after January 1, 1989.

The Mitigation Fee Act imposes certain accounting and reporting requirements with respect to the development impact fees collected. The fees must be deposited in separate accounts to avoid commingling the fees with the Town’s other revenues or funds. Interest on each development fee fund or account must be credited to that fund or account and used only for those purposes for which the fees were collected.

ITEM NO. 7.

PAGE 2 OF 5
SUBJECT: Receive FY 2024-25 Status Report on Receipts and Use of Development Impact Fees
DATE: December 22, 2025
The Mitigation Fee Act (California Government Code, §66000 et seq.) also requires local agencies that impose Development Impact Fees to present an annual, consolidated report showing the receipt and use of those fees, as well as a five-year report that provides specific information about those fees. This report serves as the Town’s annual report and has been prepared for the Town for the fiscal year ended June 30, 2025, in accordance with the provisions of California Government Code Sections 66006(b). The Annual Status Report (Attachment 1) must be available for public review within 180 days after the close of the fiscal year and present at a public meeting no less than 15 days after the information is made available to the public.

The Town collects three Development Impact Fees that meet the AB 1600 reporting requirement: the Traffic Impact Mitigation Fee, the Storm Drainage Fee, and the Construction Activity Impact Fee.

In addition to development impact fees, the Town also collects in lieu fees. In lieu fees are an option offered to developers “in lieu” of, or in place of, providing specific on-site public benefits such as on-site parking or public art requirements. The Town’s in lieu fees are the Below Market Price Housing Program in lieu fee and the public art in lieu fee.

Separate balances exist for each of these fees, either as individual accounts or, in the case of Traffic Impact Mitigation Fees, separate funds. As required by AB 1600, as of June 30, 2025, all accounts or funds with unspent balances have been credited with interest revenue at the Town’s current interest rate earned on its total.

DISCUSSION:

Annual Report
California Government Code Section 66006(b) requires each local agency that imposes development impact fees under the Mitigation Fee Act to prepare an annual report providing specific information about those fees for the previous fiscal year. Specifically, Section 66006(b) requires that for each separate account, the local agency make available to the public the information shown below for the most recent fiscal year:
 66006(b)(1)(A): A brief description of the type of fee in the account or fund;  66006(b)(1)(B): The amount of the fees;
 66006(b)(1)(C): The beginning and ending balances for the fiscal year;  66006(b)(1)(D): The total amount of fees collected and interest earned;  66006(b)(1)(E): Identification of each public improvement on which impact fees were expended and the amount of expenditure on each improvement, including the total percentage of the cost of the public improvement that was funded with impact fees;

ITEM NO. 7.

PAGE 3 OF 5
SUBJECT: Receive FY 2024-25 Status Report on Receipts and Use of Development Impact Fees
DATE: December 22, 2025
 66006(B)(1)(F):
o Identification of the approximate date by which construction of a public improvement will begin if the Town determines that sufficient funds have been collected to complete financing on an incomplete public improvement; o Identification of each public improvement identified in a previous report and whether construction began on the approximate date noted in the previous report; o For a project identified for which construction did not commence by the approximate date provided in the previous report, the reason for the delay and a revised approximate date by which the local agency will commence construction.  66006(b)(1)(G): A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended; and, in the case of an interfund loan, the terms of the loan, including the repayment schedule for the loan, and the rate of interest that the account or fund will receive on the loan.
 66006(b)(1)(H): A summary of any refunds made, and their respective amount, due to sufficient funds being collected to complete financing of scheduled public improvements, and the amount of reallocation of funds made due to administrative costs of refunding unexpended revenues exceeding the amount to be refunded.

This information is presented in the attached FY 2024-25 Annual AB 1600 Report on Receipt and Use of Development Impact Fees. The Report depicts balances and the intended use of balances, including decisions made after June 30, 2025, to demonstrate that the fees will be used for their respective purposes.

This report was posted on the Town’s website and made available for public review at the Town Clerk’s Office at Town Hall on December 23, 2025.

Funding of Infrastructure
Government Code Section 66002 states that local agencies that have developed fee programs may adopt a Capital Improvement Program, indicating the approximate location, size, and timing of projects, plus an estimate for the cost of all facilities or improvements to be financed by fees.

The Town has developed and adopted a CIP, which is updated every year during the fiscal budget process. The Town’s current adopted CIP can be found on the Town’s website at https://www.losgatosca.gov/2277/Town-Budget.

As a CIP project is identified, the project is evaluated to determine the portion of the project that will serve existing residents and businesses versus new development. This analysis is used to determine the portion of the project that is eligible to receive impact fee funding. The

ITEM NO. 7.

PAGE 4 OF 5
SUBJECT: Receive FY 2024-25 Status Report on Receipts and Use of Development Impact Fees
DATE: December 22, 2025
anticipated funding and commencement dates for projects are indicated and may be adjusted, as needed, to reflect the needs of the community, funding constraints, and development priorities.

Assembly Bill 602 has amended the state Mitigation Fee Act to require the adoption of a CIP along with the adoption of a fee program for all fee programs adopted on or after January 2, 2022. The Town has not adopted any new development impact fee on or after that date.

Description of Impact Fee Programs
The Town has three development impact fee programs, which are the Transportation Impact Fee, Storm Drainage Fee, and the Construction Impact Activity Fee.

The transportation impact fee is a one-time charge on new residential and non-residential developments. Improvements include the construction of traffic and multi-modal transportation improvements, and traffic reduction measures.

The storm drainage fee is a one-time charge on new development that will impact drainage and is used for storm drainage improvements.

The Construction Impact Activity Fee is a one-time fee charged on new development to pay for repairs to Town streets necessitated by construction activity.

Description of In Lieu Fee Programs
The Town has two in lieu fee programs, which are the Below Market Price Housing and Art in Public Places programs. These in lieu fees provide developers with an option to satisfy on-site requirements with a one-time payment.

1. Below Market Price Housing Program. The Town accepts payment of a Below Market Price Housing Program Fee for fractional units resulting from the calculation of inclusionary requirements. The Town may also accept payments of a Below Market Price Housing In Lieu Fee in place of the construction of on-site units if certain findings can be made pursuant to the Town’s Below Market Price program. The fee is established by resolution of the Town Council and updated from time to time. The fee is used to fully fund or subsidize the construction of housing that is affordable to extremely low, very low, low, and moderate incomes.

2. Art in Public Places. The Art in Public Places Fee applies to all new commercial developments and all new residential developments of three or more units. The in lieu fee allows new developments to make a payment instead of providing an on-site art installation. The purpose of the fee is to support art in public places by providing public art.

ITEM NO. 7.

PAGE 5 OF 5
SUBJECT: Receive FY 2024-25 Status Report on Receipts and Use of Development Impact Fees
DATE: December 22, 2025
CONCLUSION:

Staff recommends the Council receive the FY 2024-25 Annual AB 1600 Report on Receipt and Use of Development Impact Fees as required under the Mitigation Fee Act (AB 1600).

COORDINATION:

This report was coordinated with the Town Attorney, Community Development Department, and Park and Public Works Department.

FISCAL IMPACT:

There is no fiscal impact from this action.

ENVIRONMENTAL ASSESSMENT:

Receipt of this annual AB 1600 report is not a project defined under CEQA, and no further action is required.

ATTACHMENT:

1. FY 2024-25 Annual AB 1600 Report on Receipts and Use of Development Impact Fees

ITEM NO. 7.

ATTACHMENT 1

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
Traffic Impact Mitigation Fee:

The Traffic Impact Mitigation Fee assures that each new development or expansion of use pays its fair share of the transportation improvements needed to accommodate the cumulative traffic impacts. The fee, $1,104 per new average daily trip generated, is paid in full to the Town Building Department prior to issuance of the building permit for new development or expansion of use. The collected fee is held in the Traffic Mitigation Fee Fund. The Traffic Mitigation Fund should be used solely to fund transportation improvement projects related to mitigating the impacts of new development. The funds cannot be used for routine repairs or maintenance. There is a reasonable relationship between the Traffic Mitigation Fee and its purpose because the fee does not exceed the Town’s costs of constructing traffic facilities to serve new developments and the fee will be used solely for that purpose.

Beginning Cash Balance (07/01/2024) $3,852,505
Source of Funds
Fees Collected FY 2024-25 10,431
Interest Earned FY 2024-25 166,990
Total Source of Funds $4,029,927
Use of Funds
Capital Outlay:

Shannon Road Ped & Bikeway Improvements (5% of the Project's Estimated Life-Time Cost) 221,582 Traffic Signal Modernization (50% of the Project's Estimated Life-Time Cost) 1,250 Completed - August 2024
Total Use of Funds $222,832
Project Expenses Incurred in FY 2023-24, Paid in July of FY 2024-25 (Traffic Signal Modernization) (29,571) Project Expenses Incurred in FY 2024-25, Paid in July of FY 2025-26 - Ending Cash Balance (06/30/2025) $3,777,524
Current and Projects Anticipated to Commence in FY 2024-25 and FY 2025-26 - Future Projects 7,916,000
Total Future Project Spending* $7,916,000
Current Funding Shortfall ($4,138,476)
* See support below for details
TRAFFIC IMPACT MITIGATION FEES FUND (Fund 471)

ITEM NO. 7.

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
(Continued)
Construction Impact Activity Fee:

The Construction Impact Activity Fee is assessed on construction projects based on the square foot size of the project at a rate of $1.51 per square foot. These fees are intended to recover the damage caused to Town streets by construction traffic. The collected fee is held in the General Fund Appropriated Reserves Fund. The purpose of the fee is to fund repairs to Town streets caused by the impacts of construction vehicle traffic. There is a reasonable relationship between this fee and its purpose because the fee does not exceed the Town’s costs of addressing the impacts of construction vehicles and the fee will be used to mitigate those impacts by repairing damage to Town streets caused by construction vehicles.

Project
CIP
(Y/N)
Estimated
Start Year
Total Project
Costs
% Funded
with Fee
Revenue
Amount
Funded with
Fee Revenue
Other
Funding
Sources
Highway 17 Bicycle & Pedestrian Bridge – Construction Y 2027 $ 29,000,000 3% $ 1,000,000 [1] Kennedy Sidewalk & Bike Lanes - LGB to Englewood Y 2027 $ 3,389,360 44% $ 1,500,000 [1] Traffic Modernization Y 2027 $ 30,000,999 3% $ 1,000,000 [1] Parking Program Implementation Y 2027 $ 416,000 100% $ 416,000 none State Highway Congestion Relief Y 2030 $ 171,600,000 2% $ 3,000,000 [1] Bicycle and Pedestrian Improvements Y On-Going $ 1,060,123 94% $ 1,000,000 [1] Totals $ 235,466,482 $ 7,916,000
[1] Town, Measure B, Gas Tax, Grants
Future Projects
Traffic Impact Mitigation Fees Beginning Cash Balance (07/01/2024) $ - Source of Funds
Fees Collected FY 2024-25 158,733
Interest Earned FY 2024-25 (Funds expended upon receipt) - Total Source of Funds $158,733
Use of Funds
Business Services Charges -
Capital Outlay:

Street Repair and Resurfacing Project FY 2024-25
(FY 2024-25 Fees Collected Cover 8.2% of the total FY 2024-25 Expenditures of $1,936,863) 158,733
Total Use of Funds $158,733
Ending Cash Balance (06/30/2025) $ -
Current and Projects Anticipated to Commence in FY 2024-25 and FY 2025-26 908,169 Future Projects -
Total Future Project Spending* $908,169
Current Funding Shortfall ($908,169)
* See support below for details
CONSTRUCTION IMPACT ACTIVITY FEE (4118011-42531/42532/42533)

ITEM NO. 7.

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
(Continued)
Storm Drainage Fee:

The Town collects revenue from building/grading permits into its Storm Drain Fund with an established charge of $2.00 per square foot of new impervious surface. For phased development projects, the Town collects the fee based on acreage/units. The fees include (1) Single Family Lots at $5,182/ac, (2) an initial unit of a multiple family dwelling (MFD) at $5,182/ac, (3) subsequent MFD units at $194.00/unit (Not to exceed $5,351.00/ac), and (4) Commercial, Industrial, hospitals, churches, schools, and others at $6,481.00/ac. This fee produces approximately $100,000 in revenue annually, depending on development activity. The collected fee is held in three Storm Drain capital project funds and is used for storm water drainage projects. The purpose is to provide new and expanded storm drain facilities and infrastructure that will serve new development. There is a reasonable relationship between the fee and the purpose for which it is used because the storm drain basin fee does not exceed the City’s costs of providing storm drain facilities to serve new development and the fee will be used for that purpose.

Project
CIP
(Y/N)
Estimated
Start Year
Estimated Project
Completion Date
Total Project
Costs
% Funded
with Fee
Revenue (1)
Amount
Funded with
Fee Revenue
Fee Revenue
Remaining to Pay Other Funding Sources
Street Repair and Resurfacing Project Y Ongoing Ongoing $ 11,081,991 8% $ 908,169 $ 908,169 VRF, Gas Tax (1) Percentage is based the actual funding percentage for the current fiscal year Current and Projects Anticipated to Commence in FY 2024-25 and FY 2025-26 Construction Impact Fee

ITEM NO. 7.

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
(Continued)
Beginning Cash Balance (07/01/2024) $3,531,248
Source of Funds
Fees Collected FY 2024-25 97,939
Interest Earned FY 2024-25 146,669
Total Source of Funds $3,775,856
Use of Funds
Annual Storm Drain Improvement Project (100% of the Project's Estimated Life-Time Cost) 41,397 709 University Avenue Drainage System Replacement (100% of the Project's Estimated Life-Time Cost) 1,508 Storm Drainage Mapping (72% of the Project's Estimated Life-Time Cost) 260,001 Shannon Road Pedestrian and Bikeway Improvements (24% of the Project's Estimated Life-Time Cost) 647,717 Total Use of Funds $950,623
Project Expenses Incurred in FY 2023-24, Paid in July of FY 2024-25 - Project Expenses Incurred in FY 2024-25, Paid in July of FY 2025-26 280,661 (Annual Storm Drain Improvement Project; 709 University Avenue Drainage System Replacement; Shannon Road Pedestrian and Bikeway)
Ending Cash Balance (06/30/2025) $3,105,894
Current and Projects Anticipated to Commence in FY 2024-25 and FY 2025-26 2,161,275 Future Projects 2,000,000
Total Future Project Spending* $4,161,275
Current Funding Shortfall ($1,055,381)
* See support below for details
STORM DRAIN BASIN FEE (Funds 461/462/463)
Project
CIP
(Y/N)
Estimated
Start Year
Estimated Project
Completion Date
Total Project
Costs
% Funded
with Fee
Revenue
Amount
Funded with
Fee Revenue
Fee Revenue
Remaining to Pay Other Funding Sources
Annual Storm Drain Improvement Project Y Ongoing Ongoing $ 543,400 100% $ 543,400 $ 244,689 none 709 University Avenue Drainage System Replacement Y 2026 2027 $ 300,000 100% $ 300,000 $ 299,897 none Shannon Road Pedestrian and Bikeway Improvements Y 2025 2026 $ 2,706,944 24% $ 647,717 $ 245,389 Town, TIF, OBAG Grant,
TFCA Grant
Loma Street Drainage - Study Y 2026 2027 $ 846,300 100% $ 846,300 $ 846,300 none Storm Drainage Mapping Y 2025 2026 $ 675,001 72% $ 485,001 $ 225,000 Town Vasona Oaks Drainage Improvement Project Y 2025 2027 $ 300,000 100% $ 300,000 $ 300,000 none Totals $ 5,371,645 $ 3,122,418 $ 2,161,275
Current and Projects Anticipated to Commence in FY 2024-25 and FY 2025-26 Storm Drainage Fee
Project
CIP
(Y/N)
Estimated
Start Year
Total Project
Costs
% Funded
with Fee
Revenue
Amount
Funded with
Fee Revenue
Other
Funding
Sources
Loma Street Drainage - Design and Construction Y 2027 $ 2,000,000 100% $ 2,000,000 none Future Projects
Storm Drainage Fee

ITEM NO. 7.

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
(Continued)
Below-Market Priced (BMP) Housing Program In-Lieu Fee:

BMP In-Lieu Fees are collected from residential development projects with five (5) or more units when the construction of the BMP unit is impractical or there are unusual circumstances that make the construction of the unit inconsistent with Town policy. The required in-lieu fee is to be paid to the Town prior to issuance of the certificate of occupancy. The BMP In-Lieu Fee is equal to the amount of six (6) percent of the building permit valuation for the entire project.

The collected fees are held in the General Fund BMP Housing liability account and are restricted to be used solely for BMP Housing Program activities. The purpose of the fee is to provide affordable housing for Los Gatos residents, regardless of age, income, race, or ethnic background. There is a reasonable relationship between the fee and the purpose for which it is charged because new market rate housing is required by the City’s Zoning Code to provide a certain percentage of affordable units, and if a project does not provide those units, the fee revenues are used to create the affordable units on the project’s behalf.

Beginning Cash Balance (07/01/2024) $3,923,343
Source of Funds
Fees Collected FY 2024-25 115,713
Service Charges FY 2024-25 79,381
Interest Earned FY 2024-25 173,086
BMP Land Held for Resale - Sold 344,338
Total Source of Funds $4,635,861
Use of Funds
BMP Program Maintenance Expenses (100% of FY 2024-25 Expenditures) 245,332 BMP Unit Monitoring and Compliance (100% of FY 2024-25 Expenditures) 23,000 Total Use of Funds $268,332
Ending Cash Balance (06/30/2025) $4,367,529
Unavailable Sources
Land Held for Resale -
Total Cash Balance and Unavailable Sources $4,367,529
Future Projects (All Projects 100% Funded by Fees)
Low and Moderate Income Housing (Ongoing Project - Total Based on 5 years of Estimated Costs) 3,100,000 Reacquisition of Distressed/Foreclosed Properties 700,000 (Project Funded as Needed - Total Based on 5 years of Estimated Costs) House Keys Program Maintenance Services (Total Based on 5 years of $120,000 Annual Costs) 600,000 Total Future Projects $4,400,000
Current Funding Shortfall ($32,471)
BELOW-MARKET PRICED HOUSING PROGRAM IN-LIEU FEES (111-23521)

ITEM NO. 7.

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
(Continued)
Public Art In-Lieu Fee:

Los Gatos Public Art In-Lieu Fees are collected In lieu of installation of on-site public art, the developer may elect to make a monetary contribution to the Los Gatos Public Arts Fund. The Public In-Lieu Fee is equal to the amount of one (1) percent of the construction valuation for the entire project. Public Art In-Lieu Fee app to all new commercial developments (including mixed use projects), including new construction, and additions and remodels that add more than fifty (50) percent square footage; and all new residential projects of three (3) or more units, including new construction, and additions and remodels that add more than fifty (50) percent square footage. A developer who elects to satisfy the requirements of this Chapter through a contribution to the Fund must complete the payment in-lieu prior to the issuance of any building permit for the development project. The Los Gatos Public Art Funds may be used for the following purposes, including: acquisition, placement, maintenance, and promotion of temporary and permanent art and art programs, including visual or performing arts, as approved by the Arts and Culture Commission, on or in Town owned, public property throughout the Town. Art works acquired through the Public Art Fund shall be owned by the Town of Los Gatos and generally made accessible to the public. There is a reasonable relationship between the fee and its purpose because the fee does not exceed the amount new projects are required to spend on public art and the fee will be used to provide public art on behalf of the projects that pay the fee.

ITEM NO. 7.

TOWN OF LOS GATOS

ANNUAL STATUS REPORT ON RECEIPT AND USE OF DEVELOPMENT IMPACT FEES JUNE 30, 2025
(Continued)
Other Required Disclosures:

As required by law, no inter-fund (loans/transfers) were made doing the reporting period and no refund were necessary as all fees collected have a current funding short fall status as presented in the Annual Status Report.

Beginning Cash Balance (07/01/2024) $24,328
Source of Funds
Interest Earned FY 2024-25 1,064
Total Source of Funds $25,392
Use of Funds
-
Total Use of Funds $ -
Ending Cash Balance (06/30/2025) $25,392
Future Projects
Forbes Mill Footbridge Children's Art 9,500
(FY 2025-26 Project Start Date, 100% of the Project's Estimated Life-Time Cost) Installation of On-site Public Art (When Project is Created, Fee Percentage Dependent on Project) 15,892 Total Future Projects $25,392
Current Funding $ -
PUBLIC ART FEE (111-23514)

ITEM NO. 7.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 8
DATE: January 15, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a First Amendment to an Agreement with HouseKeys for Administration of the Town’s Below Market Price Affordable Housing Program to Extend the Contract to June 30, 2026.

RECOMMENDATION: Authorize the Town Manager to execute a first amendment to an agreement with HouseKeys for administration of the Town’s Below Market Price Affordable Housing Program (BMP Program) to extend the contract to June 30, 2026.

FISCAL IMPACT:

Sufficient funds are available in the Housing In-Lieu Fee Deposit Account to cover the costs of the services for the Town. The current balance in the deposit account is approximately $3.7 million. The additional costs in the amount of $32,000.00 would bring the total NTE to $128,000.00.

STRATEGIC PRIORITY:

The proposed project aligns with the adopted 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:

On February 16, 2021, the Town Council authorized the Town Manager to execute an agreement with HouseKeys for a five-year period for a fixed base annual cost of approximately $96,000 per year, with a first-year onboarding cost of $30,000 from approximately March 1, 2021, to February 28, 2026. Projected transactional costs would also be provided at an additional cost, depending on the volume of those transactions.

ITEM NO. 8.

PAGE 2 OF 2
SUBJECT: Below Market Price Affordable Housing Program
DATE: January 15, 2026
DISCUSSION:

To align with contracts ending June 30th of the fifth year, staff is requesting that we extend HouseKeys’ current contract to June 30, 2026. The Town has several agreements set to expire on June 30, 2026, and due to potentially increasing service fees with our existing consultant the Town will likely need to issue a Request for Proposals to obtain proposals for these services.

CONCLUSION:

Staff recommends that the Town Council authorize the Town Manager to execute a first amendment to an agreement with HouseKeys for administration of the Town’s BMP Program under the direction of the Community Development Director.

COORDINATION:

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

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Agreement with HouseKeys, 21.056, with Exhibit A

2. Draft First Amendment to an Agreement with HouseKeys

ITEM NO. 8.
1 AGREEMENT FOR CONSULTANT SERVICES FOR ADMINISTRATOR OF THE TOWN’S BELOW MARKET PRICE AFFORDABLE HOUSING PROGRAM
THIS AGREEMENT is dated for identification March 1, 2021, and is made by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and HouseKeys, (“Consultant”), whose address is 358 Digital Drive, Morgan Hill, CA 95037. This Agreement is made with reference to the following facts. This contract will remain in effect from March 1, 2021 to February 28, 2026.

I. RECITALS

1.1 The Town desires to engage Consultant to administer the Town’s Below Market Price Affordable Housing Program.

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

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

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

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

II. AGREEMENTS

2.1 Scope of Services. Consultant shall provide services as described in that certain Proposal for Services sent to the Town on August 21, 2020, which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. The services of Consultant are fixed for a five-year period that will commence upon the execution of the contract. At the end of this period, should the Town not renew the contract, the contract shall automatically expire. The individual time of performance schedule for each project referred to the Consultant is required to be performed as outlined in the scope of services section of this Agreement.

2.3 Compliance with Laws. 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.

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










 






ATTACHMENT 1

ITEM NO. 8.
2 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by 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 Consultant shall not make any of the these documents or information available to any individual or organization not employed by Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and the Town's use of the information contained in the reports prepared by Consultant in connection with other projects shall be solely at the Town's risk, unless Consultant expressly consents to such use in writing.

The 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 be a fixed annual base cost of approximately $96,000 with a first-year onboarding cost of $30,000, with possible optional increases for transactional costs such as sales and re-sales of homes.

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, the relevant property address (if applicable) and at what rate.

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

Invoices:

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

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

2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to 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 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 










 







ITEM NO. 8.
3 written consent, 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 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. Consultant has no 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 and Housing Act.

III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: 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, personal injury, and property damage. 










 







ITEM NO. 8.
4 iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than: one million dollars ($1,000,000) which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement.

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

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

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










 







ITEM NO. 8.
5 3.4 Indemnification. The Consultant shall save, keep, hold harmless, and indemnify and defend the Town its officers, officials, employees, and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of Consultant, or any of Consultant's officers, employees, or agents or any subconsultant.

IV. GENERAL TERMS

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

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

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

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

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

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

Town of Los Gatos HouseKeys
Attn: Town Clerk Attn: Julius Nyanda
110 E. Main Street 358 Digital Drive
Los Gatos, CA 95030 Morgan Hill, CA 95037
or personally delivered to Consultant to such address or such other address as Consultant designates in writing to the Town.











 







ITEM NO. 8.
6 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:

Laurel Prevetti, Town Manager
Recommended by:

Joel Paulson, Community Development Director
Approved as to Form:

Robert Schultz, Town Attorney
Consultant by:

Julius Nyanda, CEO/Program Manager
HouseKeys
Julius Nyanda (Mar 23, 2021 17:47 PDT)
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ITEM NO. 8.
356 Digital Drive | Morgan Hill, CA 95037 | Phone: 1-877-460-KEYS | www.housekeys.org

Organizational Profile
Nyanda & Associates, LLC d/b/a HouseKeys
358 Digital Drive, Morgan Hill, CA 95037
Main Phone Line: 1-877-460-KEYS (5397)
Website: www.housekeys.org
Email: [email protected]
Primary Contact: Julius Nyanda, CEO/Program Manager
[email protected]
Office Line: 408-684-8202
Cell Phone: 415-846-8004
Note: No claim, lawsuit, or litigation to report
The HouseKeys Organization: A Modern Social Enterprise
HouseKeys was started in April of 2015 in response to the void left by the wind down of several Silicon Valley nonprofit housing, lending, and counseling service providers. In our 3-year history, HouseKeys has been able to create a sustainable service model through public agency contracts and transaction revenue. As former employees of well-established nonprofit entities that folded after decades of service to the community, the HouseKeys team has reengineered the social enterprise model to ensure long-term sustainability through a combination of economically-conscious measures and market-driven solutions. Our experienced team has collaborated over the last ten years, while at different employers, to complete nearly 1,000 program for-sale transactions and manage hundreds of multi-family units during initial new construction lease-up, annual compliance and tenant turnover.

There are entire residential housing projects throughout the Bay Area where one of us has had a role as either an agent, lender, counselor, or developer. The lessons learned from this work have enabled us to build the HouseKeys organization, program marketplace, administration platform, and information management system. In addition to the LLC, the HouseKeys team formed the nonprofit agency, HouseKeys Resource & Education Center Inc. (Tax I.D. 81-2880185) which obtained federal tax-exempt status in the summer of 2017. To facilitate real estate transactions, HouseKeys utilizes its state-licensed brokerage subsidiary, HouseKeys Services Corporation (Cal BRE# 02001942). Our strategic plan calls for an approach that utilizes our position as a service provider, educator, and technology company that can apply for grant dollars, attract equity from social investors, and continually cover operating costs through earned income.

Technology & the Program Marketplace
In December of 2015, HouseKeys began recruiting an in-house technology team and building a program marketplace and management platform that not only delivers value to our public agency clients, but also has a direct-to-consumer interface that serves a subscriber base of prospective program applicants and current program participants. After testing other database systems, resource planners, and relationship management tools, HouseKeys decided to build its own database-driven system, from the ground up, to facilitate program administration activities throughout the housing supply chain and program workflow. Instead of downloading forms and exchanging emails, our users

EXHIBIT A

ITEM NO. 8.
356 Digital Drive | Morgan Hill, CA 95037 | Phone: 1-877-460-KEYS | www.housekeys.org

will create a household or entity account and enter an end-to-end program marketplace that houses the direct and 3rd party relationships needed to successfully complete program transactions. Users will participate in a streamlined process that reduces paperwork, improves communication, and generates valuable, real-time program data. HouseKeys launched the consumer applicant portal in the Summer of this year (2018) and is looking to launch our Provider Portal in the first quarter of 2019.

Content & Media Library
Program awareness is a major concern at HouseKeys. While studies and statistics show that over 70% of households fall within an eligible income category, most of the public is unaware of the housing opportunities made available through local programs. Land Use and Tax Credit Policies are the primary tool used to generate affordable housing, and yet maintaining a pool of eligible and qualified prospective applicants is critical to getting units occupied and attracting funding from financial institutions. Between our illustrations, animated segments, video podcast, and weekly radio show – we strive to reach the public, build interest in the programs, and increase participation. This helps us navigate the low pull-through associated with finding motivated applicants who are both eligible and qualified.

Our Team
At the core of our capabilities is our close-knit and highly capable team of 10 dedicated practitioners.

Each plays a specialized role in providing the expertise needed to design and implement programs, determine household eligibility, manage program transactions, ensure compliance, manage information, and design workflows. Homeownership programs have the unique distinction of having program participants with an ownership stake and legal rights that make the agency-provider responsible for how well the contract language captures program intent. HouseKeys has spent a significant amount of time learning about the defensibility of program contracts through litigation and negotiation activity in cases where program violations occurred because of actions by a homeowner and/or lender. Whether the administrative response required new local laws to be enacted by the public agency, updated contract language or new enforcement policies - our team has consistently been responsive and effective. From 2016 to 2018, we had full-time, in-house counsel on staff, and worked as a team to design our legal strategy to function like an outside collection agency. In 2018, we transitioned from in-house counsel, to keeping attorneys on retainer to deal with cases as they come up. We are actively working on the release of our updated program administration platform called MyHouseKeys at www.myhousekeys.com

ITEM NO. 8.
356 Digital Drive | Morgan Hill, CA 95037 | Phone: 1-877-460-KEYS | www.housekeys.org

Position Role Name Phone Email
Program Manager Oversight of the
Organization &
Program
Julius Nyanda 408-684-8202 [email protected]
Program
Relationship
Manager
Program Education
& Partnerships
Abraham Valle 408-712-3761 [email protected]
Program Asset
Manager
Transactions,
Program Inventory &
Compliance
Christina Enriquez 408-684-8788 [email protected] Program
Transaction
Coordinator
Existing Owners,
Program Inventory,
New Construction
Katarina Marusic 408-684-8291 [email protected]
Program
Operations
Coordinator
Ticket Handling &
Application Prep
Kamala Loving 408-684-8364 [email protected]
Program
Underwriter
Applicant Eligibility
and Participant
Compliance
Kathie Wells 408-684-8831 [email protected]
Program Processor Applicant &
Participant File
Management
Mandy Israde 408-684-8830 [email protected]
Program
Accountant and
Analyst
Accounting and
Support
Angelica Garcia N/A [email protected]
Real Estate Project
Manager
Rehab/Remodel
projects and site
inspection for BMR
Units under
construction
John Ash 408-592-7884 [email protected]
Technology
Manager &
Database Engineer
Design and
Implementation of
Data Model,
Database & Initial
Prototype
Everett Bobby
Gasper
N/A [email protected]
Server
Administrator & API
Engineer
Server Capabilities,
Security, API
Engineering, and
External Data
Sourcing
Frank Adams N/A [email protected]
Software
Engineering
Interface and Full
Stack Development
Kunal Bohra N/A [email protected]

ITEM NO. 8.

HouseKeys Scope of Services
Ownership / Rental / Loan Program Administration 2020-2021 FY HouseKeys Scope of Services 2020-2021 Page 1 of 7
This Scope of Work details the roles and responsibilities that HouseKeys provides to its Municipal Clients. HouseKeys’ Program Administrator Role (“Administrator”) positions it to serve as the municipality’s interface with industry practitioners and the public. This list not only includes Applicants and Program Participants, it also includes project owners, developers, property managers, mortgage lenders, real estate agents, and escrow officers.

1. Administrator will administer the program and assure Affordability Deed Restrictions are recorded and followed by all parties as applicable for each property.

2. Administrator will provide offsite support for service requests. Orientations and workshops will be held for residents of the municipality. Note: Due to COVID-19 related restrictions, these workshops are held remotely.

3. Administrator will regularly update program guidelines and program materials in conjunction with Municipal staff to reflect the Administrator’s administrative process for Program Administration including, but not limited to: applications, program pamphlets, resale calculations, buyer selection process, sale and resale of units, refinancing requests, collection of Municipal fees and other applicable fees, and default monitoring/resolution process. Administrator’s objective will be to work alongside Municipal Staff to incorporate “learnings” from the team’s collective history with Affordability Programs in municipalities in Santa Clara, San Benito, Contra Costa, Alameda, San Francisco, San Mateo, Santa Cruz, and Monterey Counties.

4. Administrator will maintain an affordability program website presence that will link to the municipality’s housing website.

5. Administrator and the Municipality will agree to mutually acceptable performance measures for program administration. These measures shall be included in the quarterly program summary report.
a. General Inquiries: Respond within 48 business hours
b. Loan Requests: Respond within 48 business hours, Complete requests within reasonable time, with weekly status updates for outstanding requests c. Orientations: Minimum 6 per year, with more as needed for new opportunities d. Rental Vacancies: Fill vacancies within 60 days
e. Annual Monitoring: Provide homeowners 30 days to submit recertification packages. Note: multiple collection rounds will extend this timeline. f. Follow up letters at 60 and 90 days before beginning enforcement procedures for non-compliant homeowners
g. Eligibility List: Maintain a minimum buyer-to-property ratio of 5:1

ITEM NO. 8.

HouseKeys Scope of Services 2020-2021 Page 2 of 7
h. Application ID issuance: Issue within 2 business days.

6. Administrator shall maintain the Municipality’s existing records, databases, and files through a file retention and management system for the program. All electronic records will be considered work products that are property of the Municipality. The Administrator shall update the Municipality’s records quarterly to ensure a coordinated seamless record keeping process. The database shall include the following at a minimum:
a. For each Program / Former RDA Development if applicable (new and existing):
1) A list of all program units in the development
2) The date of the program developer agreement
3) Program units lost, including date, reason for loss, initial sales price, resale price, and actions taken
b. For each ownership unit (new and existing):
1) The address for each ownership unit
2) The level of affordability (e.g., Extremely Low, Very Low, Low, Moderate) 3) The current owner of record
4) The expiration date of the owner agreement
5) The last date of recertification
6) The recertification status (updated annually)
7) The original sales price
8) The current resale restriction price
9) Dates of owner turn-over, as applicable
c. For each rental unit (new and existing)
1) The unit number for each rental unit
2) The level of affordability (e.g., Extremely Low, Very Low, Low, Moderate) 3) The current tenant of record
4) The last date of recertification
5) The recertification status (updated annually)
d. For each affordable housing loan:
1) The type of loan (e.g., RDA, BEGIN, FTHB, etc.)
2) The address associated with the loan
3) The current owner of record (this should be the loan recipient) 4) The amount, term, and due date of the loan
5) dates of payoff and interest collected, as applicable 6) dates of refinance/subordination, as applicable
7) dates of write-off and amount, as applicable
e. Other information as requested and mutually agreed to.

7. Administrator shall provide a quarterly program summary report to the Municipality on the following dates and with the following information, consistent with task #5 and

ITEM NO. 8.

HouseKeys Scope of Services 2020-2021 Page 3 of 7
#6:

Q1 (July – Sept): October 30, 20XX
Q2 (Oct – Dec): January 31, 20XX
Q3 (Jan – March): April 30, 20XX
Q4 (April – June): July 31, 20XX
a. Performance Measures (see task #5)
b. For each owner unit (new and existing):
1) The address for each ownership unit
2) The level of affordability (e.g., Very Low, Low, Moderate) 3) The current owner of record
4) The last date of recertification and current recertification status c. For each rental unit (new and existing)
1) The unit number for each rental unit
2) The level of affordability (e.g., Very Low, Low, Moderate) 3) The current tenant of record
4) The last date of recertification and current recertification status d. For each affordable housing loan:
1) The type of loan (e.g., RDA, BEGIN, FTHB, etc.)
2) The address associated with the loan
3) The current owner of record (this should be the loan recipient) 4) The amount, term, and due date of the loan
5) Dates of payoff and interest collected, as applicable 6) Dates of refinance/subordination, as applicable
7) Dates of write-off and amount, as applicable
e. Current list of defaults and pending defaults
1) Actions taken to date
2) Next steps, including dates
f. In-lieu fees collected, if applicable
g. Other information as requested and mutually agreed to

8. Administrator will provide the applicants with the following services:
a. Conducting income qualifications including review of assets, income, Verifications of Employment, and all other necessary approvals to ensure qualification for the Municipal Program loans.
b. Making minor revisions to the Municipality’s existing program materials and legal documents.
c. Underwriting loan applications in accordance with program requirements. d. Preparing all loan documents, overseeing proper execution thereof, and

ITEM NO. 8.

HouseKeys Scope of Services 2020-2021 Page 4 of 7
conducting final loan approval reviews.
e. Ensuring timely delivery of all necessary documents into escrow, and preparing escrow demands and funding requests.
f. Overall management and implementation of specific program policies, including required reporting.
g. Preparation of program materials by revising the Municipality’s current documents.
h. Calculating all pay off demands and issuing any disclosures and tax forms as required by State and/or Federal Law.
i. Calculating the resale value of all ownership program homes as requested annually by the County.
j. Work with Municipal staff to ensure a seamless and coordinated development of documents as it relates to the Affordability Program, including the Developer application process where Restricted Affordability Units are included, reviewing developer agreements, and ensuring that affordability requirements are outlined in an Affordable Housing Agreement and any subsequent amendments to the development documentation.

9. Administrator shall act as transaction coordinator for all real estate transactions and will provide the Municipality with a fee schedule. Administrator will charge BMR resale transaction fees in line with applicable recorded Deed Restrictions.

Administrator will charge the developer transaction coordination fees in accordance with the Affordable Housing Agreement pertaining to the subject development project.

10. Administrator will coordinate document transmittals between buyers, homeowners, developers, and Municipality as needed. Administrator will be responsible for ensuring all documents submitted for Municipal signatures are complete and accurate. Administrator will be responsible for making any necessary corrections to documents.

11. Administrator shall work alongside Staff to conduct monitoring to annually evaluate Program Owners’ & Renters’ compliance with the terms and conditions of the recorded deed restrictions and program guidelines including the following:
a. Mailing monitoring letters to all the Program units. b. Reviewing in conjunction with Municipal staff, Municipality or County Assessor data to assist in the process (e.g., water utility bills, property records). c. Review Municipality’s preliminary monitoring list to identify follow up actions required.
d. Meet with Municipal staff to develop guidelines for acceptable default remedies (e.g., allowing rental of Program Units for hardship cases).

ITEM NO. 8.

HouseKeys Scope of Services 2020-2021 Page 5 of 7

12. Administrator shall work alongside Staff to investigate and identify cure for potential BMR defaults including:
a. Conduct follow up of those Program Owners who do not submit their compliance documentation.
b. Reviewing information from calls from Program Unit neighbors and interested parties.
c. Conduct reasonable follow-up investigation to assess potential defaults including unit site visits.
d. Scheduled appointments with Program Owners.
e. For confirmed defaults, provide Program Owners with list of actions needed to remedy the default and conduct follow-up to monitoring compliance. f. Maintaining log of actions taken to remedy the defaults. g. For those defaults in which the Program Owners choose to not remedy the situation within a reasonable amount of time, Administrator will meet with Municipal staff to determine the course of action to pursue. Municipality authorization will be sought for any legal action taken. h. Municipality will provide a list of any current program participant defaults and actions taken to date.

13. Administrator shall conduct introductory Home Buyer Education/Training classes – Homebuyer Orientation Classes prior to Program application

14. Administrator shall build and maintain a group of qualified and eligible Program homebuyers at a minimum Buyer-to-Property ratio of 5:1

15. Administrator will partner with the Municipality to create Program legal templates for documents required for signature by the Program participants. Administrator shall supply documents that are typically used in the Applicable County for residential real estate transactions (e.g. purchase and sale, disclosure acknowledgements, addendums, etc.)

16. Administrator will maintain a list of approved loan officers and lending operations eligible to provide mortgage lending for purchase and refinance transactions

17. Administrator will review individual program restrictions for terms and requirements as needed including shared equity programs, down payment assistance loans and any resale restriction agreements.

18. Administrator will prepare Municipal staff reports.

In addition, the HouseKeys team will provide the following services:

A. Administrator will enter contract with the Municipality with the intention of adding the Municipality to the Model City Project that incorporates Industry Best Practices, A

ITEM NO. 8.

HouseKeys Scope of Services 2020-2021 Page 6 of 7
Program Database, and a Regional Program Working Group. This Project will improve efficiencies and reduce program costs to the Municipality.

B. Administrator will provide training, analysis, and suggested improvements to the Affordability Program.

C. Administrator will prepare a presentation for Staff and Council Members on the Model City Project.

ITEM NO. 8.

HOUSEKEYS FEE SCHEDULE 2020-2021
HouseKeys Scope of Services 2020-2021 Page 7 of 7
Description Fee1 Fee Cap / Max Billed To
Program Administration Base Fee to be Determined at Contract Municipality Rental Unit Processing
Fee
$1,500.00 per
lease transaction
$1,500 per lease
transaction Developer
Loan Processing
Transaction Fee
$1,250.00 per
transaction2
$1,250.00 per
transaction Owner / Lender
New Ownership Sales
Transaction Fee
3% of
Sales Price
Maximum
$18,000.00
Paid by
Developer or
Added to Sales
Price
Ownership Resale
(compliant)
Transaction Fee
6% of
New Sales Price
Maximum
$36,000.00
Buyer (via
Sales Price)
Acquisition (default) and
Ownership Resale / Rehab
Transaction Fee
5% of Resale
Restriction Price
plus 5% of
New Sales Price
Maximum
$60,000.00
Buyer (via
Sales Price)
Application I.D.

Issuance No fee No fee n/a
Participant I.D.

Issuance No fee No fee n/a
Opportunity Drawing
(Lottery) Entry Fee $25.00 $25.00 Applicant
Application Fee $75.00 $75.00 Applicant
Billing Rate for Projects
Outside of Contract Scope $250.00 / hour $250.00 / hour Municipality 1 Fees may be lower pursuant to the relevant executed Agreement (e.g., developer agreement, owner resale restriction agreement, promissory note, etc.)
2 25% of the $1,250 loan processing fee ($312.50) paid by the owner/lender will be transferred to the Municipality for administration and internal processing of the subordination / payoff request.

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of Morgan Hill
Role: Program Administrator
Program(s): Ownership, Rental, Lending
Timeline: June 2015 to Present (Note: 4 Team Members were employed by previous Program Administrator from 2012-2015)
Applicable Scope of Services Includes:
• Homebuyer Orientation
• Homeowner Workshops and “Town Hall” Listening Sessions • Applicant Eligibility (Processing and Underwriting)
• Participant Compliance
• Asset Management
• Overseeing Ownership Program, Loan Portfolio, and Rental Program • Real Estate Acquisition, Rehabilitation, and Sales
• Program Development (Marketing Materials, Guideline Creation, and Municipal Code Modifications)
Description Relevant Experience:

Morgan Hill has a well-established ownership program that has been in place for over 40 years and includes over 500 units spread out across nearly 75 residential development projects. Due to the varying nature of each restriction agreement, this has been the training ground on which the HouseKeys team continues to hone its skills.

Resale Restriction Agreements include mutual self-help homes, forgivable notes that lock up equity for the first 20 years before passing it to the owner by year 30, and indexbased restricted resale prices. Affordable Properties have been built through the City’s former Redevelopment Agency and through its Residential Development Control System, whereby developers compete for allocations and earn points for affordable units. HouseKeys has dealt with a variety of compliance challenges and transaction types, all while handling a healthy volume of new construction and resale transactions.

Budget: $525,000 per year
Morgan Hill Contact: Rebecca Garcia, Housing Manager
City of Morgan Hill
408-778-6480 /[email protected]

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of Campbell
Role: Program Administrator
Program(s): Ownership, Rental, Lending
Timeline: June 2016 to Present (Note: 4 Team Members were employed by Affordable First Mortgage Lender that financed many of the affordable ownership units in the city’s program)
Applicable Scope of Services Includes:
• Homebuyer Orientation
• Applicant Eligibility (Processing and Underwriting)
• Participant Compliance
• Asset Management
• Overseeing Ownership Program, Loan Portfolio, and Rental Program • Real Estate Acquisition, Rehabilitation, and Sales
• Program Development (Marketing Materials and Guideline Creation) Description of Relevant Experience:

The HouseKeys team’s experience in the City of Campbell started with an early partnership on one of their largest affordable ownership projects. At our previous employer, we used our Fannie Mae Seller Servicer status to serve as the primary first mortgage lender for 40 affordable homeownership units. We coordinated with the City of Campbell, Charities Housing, and Housing Trust Silicon Valley. Years later, when the City of Campbell was looking for a Program Administrator, HouseKeys was invited to propose in response to the city’s 2016 RFP. Our onboarding process including ownership units, rentals, and the first-time homebuyer loan portfolio. After a rocky start during the first year, HouseKeys was able to gain the trust of staff and council and got a renewal in 2017 and has continued to do so. The strength that shined through in this contract, was our ability to tackle difficult compliance enforcement activities that culminated with the acquisition of a BMR Unit and a resale to an eligible subsequent purchaser.

Budget: $137,200 per year ($30,000 Onboarding)
City of Campbell Contact: Stephen Rose, Senior Planner
City of Campbell
408-866-2412 / [email protected]

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of Gilroy
Role: Program Administrator
Program(s): Ownership, Rental, Lending
Timeline: June 2017 to Present
Scope of Services Includes:
• Homebuyer Orientation
• Applicant Eligibility (Processing and Underwriting)
• Participant Compliance
• Asset Management
• Overseeing Ownership Program, Loan Portfolio, and Rental Program • Real Estate Acquisition, Rehabilitation, and Sales
• Program Development (Marketing Materials and Municipal Code Modifications) Description of Relevant Experience:

Gilroy is a multi-faceted contract whereby the HouseKeys team has a longstanding relationship through its work with South County Housing. Members of the HouseKeys Team were part of the first mortgage lending teams that provided financing to many of the homeowners in the project. As we continue to rebuild the database of existing units and determine which units are still in the program, we will rely on this experience as we work to facilitate transactions and perform compliance reviews. The City of Gilroy has over 480 ownership units, spread across 10 residential development projects. These were made possible through nonprofit developer financing and the Residential Development Ordinance. HouseKeys has been holding orientation classes each month to build the buyer pool and our team is working alongside staff to refine the scope as we work through the onboarding.

Budget: $90,000 ($40,000 onboarding)
City of Gilroy Contact: Karen L. Garner, Community Development Director City of Gilroy
408-846-0451
[email protected]

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of Burlingame
Role: Program Administrator
Program(s): Rental
Timeline: June 2018 to Present
Scope of Services Includes:
• Renter Orientation
• Applicant Eligibility (Processing and Underwriting)
• Participant Compliance
• Asset Management
• Overseeing Rental Program
• Initial Lease-Ups and Vacancies
• Program Development (Marketing Materials and Municipal Code Modifications) Description of Relevant Experience:

Like Los Gatos, Burlingame was a legacy client from the team’s time at Neighborhood Housing Services Silicon Valley. We reconnected in 2018 to provide assistance with the existing rental portfolio and then added a formalized contract in 2020 to assist with the new construction pipeline. We are presently working
Budget: $90,000 ($40,000 onboarding)
City of Burlingame Contact: Ruben Hurin, Planning Manager City of Burlingame
650-558-7256
[email protected]

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of San Ramon
Role: Program Administrator
Program(s): Ownership
Timeline: June 2019 to Present
Scope of Services Includes:
• Buyer Orientation
• Applicant Eligibility (Processing and Underwriting)
• Overseeing Ownership Program
• New Construction Project setup
• Program Development (Marketing Materials and Municipal Code Modifications) Description of Relevant Experience:

Lennar built the first affordable homeownership project in the City of San Ramon in nearly 15 years. Knowing that staff needed assistance with getting their homeownership program materials updated and in place, HouseKeys signed a contract to assist Lennar with its 28 affordable homeownership units and a contract with the City of San Ramon exclusively to assist with the Lennar Project.

Budget: $30,000 Onboarding – Fee Agreement with Developer City of San Ramon Contact: Cindy Yee, Senior Planner
City of San Ramon
925-973-2562
[email protected]

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of Hayward
Role: Program Administrator
Program(s): Ownership
Timeline: July 2020 to Present
Scope of Services Includes:
• Buyer Orientation
• Applicant Eligibility (Processing and Underwriting)
• Overseeing Ownership Program
• New Construction Project setup
• Program Development (Marketing Materials and Municipal Code Modifications) Description of Relevant Experience:

Taylor Morrison (formerly William Lyon Homes) is building an ownership project that contains 28 affordable ownership units. HouseKeys was commissioned to interface with the City of Hayward and help them formalize program materials and facilitate the marketing, application, and transaction process for income-eligible buyers.

Budget: Fee Agreement with Developer
City of Hayward Contact:Christina Morales, Housing Division Manager City of Hayward
510-583-4243
[email protected]

ITEM NO. 8.

HouseKeys Program Administration – Client History
City of Santa Clara
Role: Program Administrator
Program(s): Rental
Timeline: June 2019 to Present
Scope of Services Includes:
• Renter Orientation
• Applicant Eligibility (Processing and Underwriting)
• Participant Compliance
• Asset Management
• Overseeing Rental Program
• Initial Lease-Ups and Vacancies
• Program Development (Marketing Materials and Municipal Code Modifications) Description of Relevant Experience:

City of Santa Clara recently brought in HouseKeys to be the first 3rd party program administrator to oversee its rental program. This includes a large pipeline of new construction rental units that are being built, along with over 1,400 rental units in its existing inventory.

Budget: $166,000 ($55,000 onboarding)
City of Santa Clara Contact: Jonathan Veach, Housing Division Manager City of Santa Clara
408-615-2297
[email protected]

ITEM NO. 8.

This Page
Intentionally
Left Blank

ITEM NO. 8.
-1-

AMENDMENT TO AGREEMENT FOR PROGRAM ADMINISTRATIVE SERVICES

PREAMBLE
This First Amendment to Agreement for Services dated for identification on this 20th day of January, 2026, and amends that certain agreement for Consulting Services dated March 1, 2021, made by and between the Town of Los Gatos (“Town”) and HouseKeys (“Consultant”), identified as a C Corporation and whose address is 358 Digital Drive, Morgan Hill, CA 95037.

I. RECITALS
A. Town and Consultant entered into an agreement for Below Market Administrative Services on March 1, 2021 ("Agreement”).

B. The Town desires to amend the Agreement sections of term and time of performance and compensation.

II. AMENDMENT

1. 2.1 Term and Time of Performance – The original agreement is amended to extend the expiration date from February 28, 2026, to June 30, 2026. In doing so will align it with existing agreements that are set to expire on that date.

2. 2.6 Compensation – This amendment will increase the total amount of the agreement in the amount of $32,000.00 bringing the total not to exceed amount to $128.000.00.

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

ATTACHMENT 2

ITEM NO. 8.
-2-
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos by:

Chris Constantin, Town Manager
HouseKeys by:

Julius Nyanda, CEO/Program Manager
Recommended by:

Joel Paulson, Community Development Director
Approved as to form:

Gabrielle Whelan, Town Attorney

ITEM NO. 8.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 9
DATE: January 20, 2026
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Authorize the Town Manager to Execute a Third Amendment to the Contract for Legal Services with the Law Firm of Atchison, Barisone & Condotti to Extend the Term and Increase the Contract Amount by $50,000 in an Amount Not to Exceed $300,000 until June 30, 2026 RECOMMENDATION: Authorize the Town Manager to execute a third amendment to the contract for legal services with the law firm of Atchison, Barisone & Condotti to extend the term and increase the contract amount by $50,000 in an amount not to exceed $300,000 until June 30, 2026.

FISCAL IMPACT:

Funds have been budgeted for these services in account 1111301-63215, and sufficient funds are available for this increase. The Town Attorney’s office is not seeking a budget adjustment at this time.

STRATEGIC PRIORITY:

The strategic priority this item supports is Good Governance.

BACKGROUND:

In December 2022, the Town Attorney's Office entered into an agreement with the law firm of Atchison, Barisone & Condotti to provide on-call legal services for a total contract not to exceed $10,000.

In March 2024, the Town Attorney's Office entered into a first amendment to the agreement with the law firm of Atchison, Barisone & Condotti for a total contract not to exceed $150,000.

ITEM NO. 9.

PAGE 2 OF 2
SUBJECT: Third Amendment to the Atchison Barisone and Condotti Agreement DATE: January 20, 2026
In December 2024, the Town Attorney's Office entered into a second amendment to the agreement with the law firm of Atchison, Barisone & Condotti for a total contract not to exceed $250,000.

The Town Attorney’s Office is seeking Town Council approval of a third amendment to the existing contract in the amount of $50,000, for a total amount not to exceed $300,000 through June 30, 2026, which covers three and one-half years of services. Atchison, Barisone & Condotti also provided an updated fee schedule effective January 1, 2026, for their annual CPI Legal Rate Increase. This is a “single source” procurement, because this firm specializes in municipal law issues, is based locally, and is familiar with current legal issues in Santa Clara County.

DISCUSSION:

The proposed contract amendment will fund additional legal services, which will include assistance to the Town with a pending planning application for a CUP modification.

CONCLUSION:

The Town Attorney’s Office recommends approval of the contract amendment due to the firm’s expertise in municipal law and the need for additional support.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Third Amendment to Agreement

2. First and Second Amendment to the Agreement and Original Agreement

ITEM NO. 9.

Third Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC Third Amendment to Atchison Barisone & Condotti On-Call Municipal Law Services Agreement Page 1

THIRD AMENDMENT TO CONSULTANT SERVICES AGREEMENT

BETWEEN TOWN OF LOS GATOS AND ATCHISON, BARISONE & CONDOTTI, LLP THIS THIRD AMENDMENT (“Second Amendment”), effective as of January 1, 2026, (“effective date”) to the AGREEMENT FOR CONSULTANT SERVICES dated December 7, 2022, is made by and between the TOWN OF LOS GATOS (“Town”) and ATCHISON, BARISONE, & CONDOTTI, LLP, formerly known as ATCHISON, BARISONE, & CONDOTTI, APC and is a successor-in-interest thereto (“Consultant”). Town and Consultant may be referred to individually as a “Party” and collectively, as the “Parties.”

RECITALS
WHEREAS, Town and Consultant have previously entered into that certain Consultant Services Agreement (“Agreement”) dated December 7, 2022 for on-call legal services with an expiration date of December 31, 2025, incorporated herein by this reference; and WHEREAS, on March 1, 2024, Town and Consultant entered into a First Amendment to the Agreement to specify that services would not exceed the cost of $150,000 during the term of the Agreement, and to amend the conflict of interest clause.

WHEREAS, on December 10, 2024, Town and Consultant entered into this Second Amendment to the Agreement to revise the budget for legal services to add another $100,000 to the prior budget amount, for a total of $250,000.

WHEREAS, Town and Consultant agree to enter into this Third Amendment to the Agreement to extend the term of the Agreement to June 30, 2026, and to agree to an updated compensation rate schedule, as specified herein.

AGREEMENT
NOW, THEREFORE, it is agreed between the Parties to incorporate the above Recitals hereto, and the Parties agree to the following:

1. Section 2.2 “Term and Time of Performance” of the Agreement is hereby amended to extend the term to June 30, 2026.

2. Section 2.6 “Compensation” of the Agreement is hereby amended by replacing the prior language with the following:
“2.6. Compensation.
“Town will be responsible for payment to Consultant for on-call legal services at the rates set forth in Exhibit A.

Payment for legal services shall not exceed an additional $50,000, totaling $300,000 for Consultant’s on-call legal services until June 30, 2026.” ATTACHMENT 1

ITEM NO. 9.

Third Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC Third Amendment to Atchison Barisone & Condotti On-Call Municipal Law Services Agreement Page 2

3. Except as amended by this Third Amendment, all other applicable terms and conditions of the original and prior amendments shall remain in full force and effect, and shall apply to Consultant, as successor-in-interest to Atchison, Barisone & Condotti, APC. The terms of this Third Amendment shall control if any conflict exists.

4. Each party acknowledges that it has reviewed this Second Amendment and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Third Amendment.

5. The unenforceability, invalidity or illegality of any provision(s) of this Third Amendment shall not render the other provisions unenforceable, invalid or illegal.

6. The Parties may execute this Third Amendment in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

7. The signatories to this Third Amendment warrant and represent that each is authorized to execute this Third Amendment and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Third Amendment.

IN WITNESS WHEREOF, the Town and the Consultant have executed this Third Amendment effective as of the date first written above.

Approved As To Form:

By: _____________________________ Date: _______________________ Gabrielle Whelan, Town Attorney
CONSULTANT – ATCHISON, BARISONE & CONDOTTI, LLP
By: ____________________________ Date: _________________________ Barbara H. Choi, Partner

TOWN OF LOS GATOS
By: _____________________________ Date: _________________________ Chris Constantin, Town Manager

ITEM NO. 9.

PO BOX 481, SANTA CRUZ, CALIFORNIA 95061-0481
P:831-423-8383; F:831-576-2269

EXHIBIT A

ATCHISON, BARISONE & CONDOTTI
KAYLEN R. ANDERSON
ALEX V. AVAKIANTZ
STEPHANIE M. DUCK
ALEX C. GEISE
STEPHANIE Y. HALL
CLAIRE D. HARD
JENNEEN E. HILL
SAMUEL L. HUMY
KIRA J. PETERSEN
VICTORIA K. THOMPSON
ASHLEY B. WHEELOCK
LAUREN V. WILLS
ANTHONY P. CONDOTTI
BARBARA H. CHOI
CATHERINE M. BRONSON

OF COUNSEL
JOHN G. BARISONE
ABC LAW Rate Schedule (Effective Jan. 1, 2026)
Partners/Senior Associates $400/hr
Junior Associates $350/hr
Law Fellows $300/hr
Paralegal/Law Clerk $275/hr
Legal Administrative Staff $150/hr
Legal Services will be charged in increments of one-tenth (1/10) of an hour.

Town agrees to pay Consultant annual increases to the above rates, which shall apply automatically annually on or after January 1st of the year following the effective date of this Agreement, and are in accordance with the change in the San Francisco Bay Area Consumer Price Index for All Urban Consumers (CPI-U) for the prior twelve (12) month period.

Other than the annual CPI increase, Consultant may increase the hourly rate or costs being charged to Town with prior written notice of the increase to Town.

In addition to paying legal fees, Town shall reimburse Attorney for all costs and expenses incurred relating to the legal services, including but not limited to fees fixed by law or assessed by public agencies, long distance telephone calls, messenger and other delivery fees, postage, in-office photocopying (noncolor at $0.50 per page; color at $1.00 per page), scans at $0.50 per page, fax services at $2.00 per page, investigation expenses, consultant fees, parking, mileage (IRS rates), and other similar items. Town authorizes Consultant to incur all reasonable costs and to hire any investigators or consultants, reasonably necessary in Consultant’s judgment, except that Consultant shall obtain Town’s consent before doing so, which will not be unreasonably withheld.

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE-B7B3-42A0-B4F9-444CE435C93E Second Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC

SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT

BETWEEN TOWN OF LOS GATOS AND ATCHISON, BARISONE & CONDOTTI, APC THIS SECOND AMENDMENT ("Second Amendment"), effective as of December 1D 2024, ("effective date") to the AGREEMENT FOR CONSULTANT SERVICES dated December 7, 2022, is made by and between the TOWN OF LOS GATOS ("Town") and ATCHISON, BARISONE, & CONDOTTI, APC ("Consultant"). Town and Consultant may be referred to individually as a "Party" and collectively, as the "Parties."

RECITALS
WHEREAS, Town and Consultant have previously entered into that certain Consultant Services Agreement ("Agreement") dated December 7, 2022, incorporated herein by this reference; and WHEREAS, on March I, 2024, Town and Consultant entered into a First Amendment to the Agreement to specify that services would not exceed the cost of $150,000 during the term of the Agreement, which expires on December 31, 2025, and to amend the conflict of interest clause.

WHEREAS, Town and Consultant agree to enter into this Second Amendment to the Agreement to revise the budget for legal services to add another $100,000 to the prior budget amount, as specified herein.

AGREEMENT
NOW, THEREFORE, it is agreed between the Parties to incorporate the above Recitals hereto, and the Parties agree to the following:

I. Section 2.6 "Compensation" of the Agreement is hereby amended to replace the last sentence in this section from the First Amendment, with the following:
"Payment for legal services shall not exceed an additional $100,000 for a total budget of $250,000 for Consultant's on-call legal services until December 31, 2025."

2. Except as amended by this Second Amendment, all other applicable terms and conditions of the original and First Amendment to the Agreement, and annual fee adjustments shall remain in full force and effect. The terms of this Second Amendment shall control if any conflict exists.

3. Each party acknowledges that it has reviewed this Second Amendment and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Second Amendment.

4. The unenforceability, invalidity or illegality of any provision(s) of this Second Amendment shall not render the other provisions unenforceable, invalid or illegal.

5. The Parties may execute this Second Amendment in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an original.

ATTACHMENT 2

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E By:

By:

6. The signatories to this Second Amendment warrant and represent that each is authorized to execute this Second Amendment and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Second Amendment.

IN WITNESS WHEREOF, the Town and the Consultant have executed this Second Amendment effective as of the date first written above.

Apprpve 4 o Form:

By: ' '
Ut)( u ' Date:
12/ 16/ 2024
EFD67387X5534428...

Gabrielle Whelan, Town Attorney
CON re .. AtNii. TCHISON, BARISONE & CONDOTTI, APC
Q i ( Ifti

6.9•F98-FC C3G914 D9...
tiMabing,,condotti, President
A.04-0/L4D749A214F 9 427...

Barbara H. Choi, Treasurer
Date:
12/ 12/ 2024
Date: 12/ 11/ 2024
TO i Jc ) S GATOS
B
aaiS CbtA, ShUA. filAi
y. -& EFO& 232F1 B428...

Chris Constantin, Town Manager
Date:
12/ 16/ 2024

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E First Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC

FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT

BETWEEN TOWN OF LOS GATOS AND ATCHISON, BARISONE & CONDOTTI, APC THIS FIRST AMENDMENT (" First Amendment"), effective as of March 1, 2024, (" effective date") to the AGREEMENT FOR CONSULTANT SERVICES dated December 7, 2022, is made by and between the TOWN OF LOS GATOS (" Town") and ATCHISON, BARISONE, & CONDOTTI, APC Consultant"). Town and Consultant may be referred to individually as a " Party" and collectively, as the " Parties."

RECITALS
WHEREAS, Town and Consultant have previously entered into that certain Consultant Services Agreement (" Agreement") dated December 7, 2022, incorporated herein by this reference; and WHEREAS, Town and Consultant agree to enter into this First Amendment to the Agreement, as specified herein.

AGREEMENT
NOW, THEREFORE, it is agreed between the Parties to incorporate the above Recitals hereto, and that the Agreement is hereby amended as follows:

1. Section 2. 6 " Compensation" of the Agreement is hereby amended to add at the end ofthe this section, the following:

Payment for legal services shall not exceed $ 150, 000 in total."

2. Section 2. 11 of the Agreement is hereby deleted and replaced by the following:

2. 11 Conflict ofInterest. 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 which may create conflicts of interest between Consultant and the Town. Should any such conflict develop, despite efforts to avoid conflicts between Town and any of Consultant' s other clients, then Consultant and its attorneys will immediately notify the Town and appropriate measures will be agreed upon, consistent with Consultant' s attorneys' professional ethical obligations. The Town acknowledges that in the event of a conflict of interest, the Town will agree to allow Consultant to withdraw from representing the Town in the matter which poses a conflict of interest, such that Consultant may continue its legal representation of Consultant' s other clients, in accordance with applicable code of ethics rules." Except as amended by this First Amendment, all other applicable terms and conditions of the original Agreement and annual fee adjustments shall remain in full force and effect. The terms of this First Amendment shall control if any conflict exists.

First Amendment to Atchison Barisone & Condotti On -Call Municipal Law Services Agreement Page 1 ATTACHMENT 2

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E First Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC By:

Each party acknowledges that it has reviewed this First Amendment and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this First Amendment.

The unenforceability, invalidity or illegality of any provision( s) of this First Amendment shall not render the other provisions unenforceable, invalid or illegal.

The Parties may execute this First Amendment in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party' s signature shall be accepted and valid as an original.

The signatories to this First Amendment warrant and represent that each is authorized to execute this First Amendment and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this First Amendment.

IN WITNESS WHEREOF, the Town and the Consultant have executed this First Amendment effective as of the date first written above.

Approved. JsgneToby: Form:
ocu i
MulAtA, By:

EFD6738A5534428...

Gabrielle Whelan, Town Attorney
Date:
4/ 15/ 2024
CoN, T 11DIAJWria 4TCHISON, BARISONE & CONDOTTI, APC
Qtb Date:
4/ 9/ 2024
Qan b :
ondotti, President
6, LL0L._
arG9aAtiFC oi, Treasurer
Date: 4/ 9/ 2024
TOWI T-( d IPS tQATOS
By: i pV'W t,{{i
853fE€ A-2.EB39470..

Laurel Prevetti, Town Manager
Date:
4/ 15/ 2024
First Amendment to Atchison Barisone & Condotti On -Call Municipal Law Services Agreement Page 2

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on December 7, 2022 by and between TOWN OF LOS GATOS, a California municipal corporation, (" Town") and Atchison, Barisone and Condotti , a Professional Corporation (" Consultant"), whose address is P. O Box 481, Santa Cruz, CA 95061.

This Agreement is made with reference to the following facts.

1. 1

RECITALS
The Town desire to engage Consultant to review the Town' s existing Independent Police Auditor Function Policy, recommend updates, and provide services to be performed for on -call municipal law services.

1. 2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1. 3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

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

II. AGREEMENTS

2. 1 Scope of Services. Consultant shall provide the services described as on -call municipal law services. All direction and approval of Consultant' s work for Town shall be by the Office of the Town Attorney.

2. 2 Term and Time of Performance. This Agreement will remain in effect from December 7, 2022 to December 31, 2025. Town also agrees to pay Consultant for services performed by Consultant at the request of the Town prior to the effective date of this Agreement.

2. 3 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.

2. 4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

2. 5 Information/ Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town' s property and shall be delivered to the Town upon the completion of Consultant' s services or at the Town' s written request. All reports, information, data, and exhibits Atchison, Barisone and Condotti APC - On -Call Municipal Law Services Agreement Page 1 of 7 Attachment 1

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E 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 the Consultant shall not make any of the 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 325/ hr for shareholders/ senior associates, $ 300/ hr for midlevel associates, $ 275/ hr for junior associates, $ 200/ hr for paralegal/ law clerk, $ 125/ hr for admin staff, inclusive of all costs. Payment shall be based upon Town approval of each task.

Legal services shall be charged in increments of 1/ 10 of an hour ( i. e., six -minute units).

On or after January 1 of each year commencing in 2024, Consultant may adjust the rates and fees specified herein in accordance with the change in the San Francisco Bay Area Consumer Price Index for All Urban Consumers ( CPI- U) for the prior twelve month period provided, however, that Consultant shall provide Town with no less than thirty (30) days advance written notice prior to the effective date of such adjustment.

In addition to paying legal fees, Town shall reimburse Consultant for all costs and expenses incurred relating to the legal services, including but not limited to fees fixed by law or assessed by public agencies, long distance telephone calls, messenger and other delivery fees, postage, in -office photocopying ( noncolor at $ 0. 25 per page; color at $. 50 per page), scans at $ 0. 20 per page, fax services at $ 1. 00 per page, investigation expenses, third -party consultant fees, parking, mileage ( IRS rates), and other similar items. Town authorizes Consultant to incur all reasonable costs and to hire any investigators or third -party consultants, reasonably necessary in Consultant' s judgment, except that Consultant shall obtain Town' s consent before doing so, which will not be unreasonably withheld.

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

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

Atchison, Barisone and Condotti APC - On -Call Municipal Law Services Agreement Page 2 of 7

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E Invoices:

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

2. 8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant' s offices during business hours upon written request of the Town.

2. 9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2. 10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/ she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee( s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant' s negligent performance or wrongdoing.

2. 11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town' s sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance ofthis 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.

Atchison, Barisone and Condotti APC - On -Call Municipal Law Services Agreement Page 3 of 7

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E

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.

2. 13 Business License. Consultant agrees to have and maintain, for the duration of the Agreement, a valid, Town issued business license.

III. INSURANCE AND INDEMNIFICATION

3. 1 Minimum Scope of Insurance:

Consultant agrees to have and maintain, for the duration of the Agreement, 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 Agreement, 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.

Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the Agreement, professional liability insurance in amounts not less than $2, 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:

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.

Atchison, Barisone and Condotti APC - On -Call Municipal Law Services Agreement Page 4 of 7

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E 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.

Hi. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Consultant' s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer' s liability.

3. 2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty ( 30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

3. 3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees.

3. 4 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

4. 1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4. 2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

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ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E

4. 3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days ( 15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

4. 4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant.

4. 5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney' s fees, including costs of appeal.

4. 6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Atchison, Barisone and Condotti APC
Attn: Jennifer Quek
P. O. Box 481
Santa Cruz, CA 95061
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.

4. 9 Counterparts. The parties may execute this Agreement in counterparts, which, together, shall constitute one and the same instrument. Electronic, scanned pdf, and facsimile signatures shall be accepted as an original. A copy of this Agreement is valid as the original.

Atchison, Barisone and Condotti APC - On -Call Municipal Law Services Agreement Page 6 of 7

ITEM NO. 9.

Docusign Envelope ID: AC9A6AEE- B7B3- 42A0- B4F9- 444CE435C93E IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.

DocuSigned by:

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Anthony P. Condotti, President
Atchison, Barisone & Condotti
DocuSigned by:

Date
12/ 9/ 2022
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Barbara H. Choi, Treasurer Date
Atchison, Barisone & Condotti
Approved:

TOWN OF LOS GATOS
DocuSigned by:

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Laurel Prevetti, Town Manager
Approved as to Form:

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GabrielleWhelan, Town Attorney
Attest:

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Wendy Wood, CMC, Town Clerk
Atchison, Barisone and Condotti APC - On -Call Municipal Law Services Agreement Page 7 of 7

ITEM NO. 9.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 10
DATE: January 20, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize Revenue and Expenditure Budget Adjustments Totaling $196,200.07 to Reflect FY 2025-26 COPS/SLESF Additional Grant Funding from Monte Sereno; Authorize Revenue and Expenditure Budget Adjustments Totaling $251,426.95 to Reflect Prior Year Unspent Overages Received by the Town of Los Gatos; and Authorize the Town Manager to Execute an Agreement in substantially the form prepared with Assure MSP, Inc. to Install, Configure, Provide the Verkada Camara System and CloudManagement System Under the California Multiple Award Schedule with a Total Project Amount Not to exceed $215,000
RECOMMENDATION: Authorize revenue and expenditure budget adjustments totaling $196,200.07 to reflect FY 2025-26 COPS/SLESF additional grant funding from Monte Sereno; authorize revenue and expenditure budget adjustments totaling $251,426.95 to reflect prior year unspent overages received by the Town of Los Gatos; and authorize the Town Manager to execute an agreement in substantially the form prepared with Assure MSP, Inc. to Install, Configure, Provide the Verkada Camara System and Cloud-Management System Under the California Multiple Award Schedule with a Total Project Amount Not to exceed $215,000
FISCAL IMPACT:

If the Council approves the proposed recommendation, the Town will receive the Citizen Option for Police Safety Supplemental Law Enforcement Services grant funding. The allocation of all SLESF funds received and expensed will be maintained in the FY 2025-26 Police Department Operating Budget COPS SLESF Grant Program “1114818,” with a corresponding revenue and expenditure line to manage the funds. In addition, staff will make appropriate transfers within the FY 2025-26 Police Department Operating Budget to reflect the proposed allocation of SLESF

ITEM NO. 10.

PAGE 2 OF 4
SUBJECT: Authorize Revenue And Expenditure Budget Adjustments To Reflect FY 2025-26 COPS/SLESF Additional Grant Funding From Monte Sereno, Reflect Prior Year Unspent Overages Received By The Town Of Los Gatos, And Execute An Agreement With Assure MSP, Inc.

DATE: January 8, 2026
funding during this fiscal year. SLESF budget adjustments ensure that grant funds are used in a timely and appropriate manner according to the grant requirements.

STRATEGIC PRIORITY:

This item is not associated with a strategic priority; however it aligns with the Town’s core goal of public safety.

BACKGROUND:

Assure MSP, Inc. (Assure) is a managed service provider that partners with Verkada. Verkada provides a cloud-based physical security platform that integrates video cameras, access control, alarms, environmental sensors, and related tools into a single, centrally managed system. The platform uses a hybrid architecture that combines on-device processing with cloud-based management, reducing reliance on on-premise servers and simplifying deployment across multiple facilities.

Verkada systems are currently deployed across the Bay Area and beyond, reflecting widespread adoption by both municipal governments and public education entities. Existing local users include the Cities of Palo Alto, Sunnyvale, Campbell, San Mateo, Hillsborough, Redwood City, Burlingame, Daly City, Brisbane, Newark, Pleasanton, and Dublin, as well as San Mateo County and Alameda County. Verkada is also utilized by multiple public agencies and special districts, including Palo Alto Unified School District, Sunnyvale Elementary School District, Hillsborough City School District, Redwood City Elementary School District, Alameda Municipal Power, and the Hayward Area Recreation and Park District. Additionally, there are several Police Department community partners within the Town of Los Gatos and City of Monte Sereno that are actively using Verkada solutions currently.

Over the past several months, LGMSPD has implemented a limited pilot program utilizing Verkada camera technology to support public safety operations. The pilot deployment was used during high-attendance town events, including the St. Mary’s Christmas Fair, the Hanukkah on Main Menorah Lighting, and the Town Holiday Parade, where the added benefit of camera coverage enhanced situational awareness, supported real-time monitoring, and assisted with post-event review. In addition to event-based use, the technology was deployed in targeted commercial areas as a visible crime-deterrence and crime-suppression measure.

The pilot program also provided an opportunity to assess how the technology could support future emergency preparedness and response efforts. Potential applications include improved situational awareness during evacuations, large-scale emergencies, severe weather events, or other incidents requiring coordinated multi-department response. Using the pilot allowed staff

ITEM NO. 10.

PAGE 3 OF 4
SUBJECT: Authorize Revenue And Expenditure Budget Adjustments To Reflect FY 2025-26 COPS/SLESF Additional Grant Funding From Monte Sereno, Reflect Prior Year Unspent Overages Received By The Town Of Los Gatos, And Execute An Agreement With Assure MSP, Inc.

DATE: January 8, 2026
to evaluate operational effectiveness and the potential role of the technology in enhancing preparedness, response coordination, and public safety decision-making during emergencies.

DISCUSSION:

Investing in interoperable, cloud-based physical security technology now establishes a longterm capability that supports ongoing crime prevention, organized retail theft mitigation, and coordinated public-space safety across jurisdictions. As such, Verkada is designed to complement existing law-enforcement systems and can interface with the Town’s recently approved Axon technology, helping to enhance Real Time Intelligence Center (RTIC) capabilities through improved situational awareness, information sharing, and operational coordination.

Implementation and support would be provided by Assure, which serves as a contractor for Verkada and would be responsible for system deployment, configuration, and ongoing technical support in coordination with LGMSPD staff.

This integrated approach supports more efficient use of data and resources while operating within established legal, privacy, and governance frameworks. Criminal activity increasingly spans city boundaries and commercial corridors, platforms such as Verkada provide scalable tools that improve detection, documentation, and information sharing while complementing (not replacing) police services.

In the near term, the Bay Area is entering a critical planning and readiness window for upcoming large-scale events such as the Super Bowl and FIFA World Cup. Advancing procurement now allows adequate time for system configuration, training, policy alignment, and interagency coordination, reducing reliance on temporary or untested solutions during high-demand event operations and positioning the Town to integrate seamlessly into regional public-safety efforts.

Plans for deployment include placement of camera systems in strategic locations, based upon observed crime trends, calls for service, and analysis of best practices. Deployment locations were selected to work hand in hand with existing technology and as a foundation for the development of our RTIC. Locations were thoughtfully placed along the Los Gatos downtown corridor as well as along major thoroughfares in Monte Sereno and adjacent to Monte Sereno City Hall.

Location selection was informed by prior incidents in which camera coverage would likely have improved investigative efficiency and evidence collection. For example, just last year, a Monte Sereno resident was the victim of a serious crime in downtown Los Gatos that resulted in significant injury. Identifying suspects and securing evidence required substantial police resources for more than a week. A critical development in the investigation ultimately came

ITEM NO. 10.

PAGE 4 OF 4
SUBJECT: Authorize Revenue And Expenditure Budget Adjustments To Reflect FY 2025-26 COPS/SLESF Additional Grant Funding From Monte Sereno, Reflect Prior Year Unspent Overages Received By The Town Of Los Gatos, And Execute An Agreement With Assure MSP, Inc.

DATE: January 8, 2026
from video footage voluntarily provided by a local business owner. Had the Verkada deployment been operational at that time, investigators may have been able to obtain relevant video footage more quickly, enabling earlier lead development, decreasing the hundreds of hours of staff time required, and narrowing the investigative scope. Ultimately, the Verkada system offers a flexible tool that can support a wide range of Town needs, helping Detectives Officers and Town Staff work more efficiently, respond more effectively to incidents and events, and assist in addressing ongoing quality-of-life concerns in ways that are not currently available.

The procurement of the Verkada system through Assure MSP, Inc. is being completed through the California Multiple Aware Schedule (CMAS) through the State of California’s Department of General Services (DGS). Purchasing through California’s DGS CMAS allows the Town to bypass lengthy competitive bidding by leveraging Federal purchasing schedules adopted with California specific terms and conditions.

CONCLUSION:

Staff recommends that the Town Council authorize the Town Manager to execute and renegotiate as necessary a 10-year agreement with Assure Enterprise, Inc., for Verkada cameras and hardware, in an amount not to exceed $215,000.

COORDINATION:

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

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Assure Agreement for Services

2. Exhibit A to Attachment 1 - Assure Scope of Work

3. Assure Sales Order for Procurement and Installation of Verkada

ITEM NO. 10.

AGREEMENT FOR SERVICES

Agreement for Services
Assure MSP, Inc.

Assure Agreement for Services

PREAMBLE
THIS AGREEMENT is by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Assure MSP, Inc. (“Contractor”), a Corporation and whose address is 1048 Serpentine Lane, 304 Pleasanton, CA 94588. This Agreement is made with reference to the following facts.

I. RECITALS
A. For the services described in this Agreement, Contractor was selected for this purchase through the Department of General Services (DGS) California Multiple Aware Schedule (CMAS).

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

C. Town desires to engage Contractor to provide, install, configure, and commission new surveillance equipment manufactured by Verkada to support public safety operations.

D. 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.

B. Term. The term of this Agreement shall be from upon execution to Saturday, June 30, 2036.

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 ATTACHMENT 1

ITEM NO. 10.

Agreement for Services
Assure MSP, Inc.
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.

F. Compensation: Compensation for services at the rates set forth in Exhibit A and in the amount not to exceed $215,000.00, 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

ITEM NO. 10.

Agreement for Services
Assure MSP, Inc.
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 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.

ITEM NO. 10.

Agreement for Services
Assure MSP, Inc.

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 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 the 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. 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.

E. 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
Assure MSP, Inc.
1048 Serpentine Lane, 304 Pleasanton, CA 94588
or personally delivered to the Contractor to such address or such other address as the Contractor designates in

ITEM NO. 10.

Agreement for Services
Assure MSP, Inc.
writing to Town.

F. 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.

G. 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.

ITEM NO. 10.

Agreement for Services
Assure MSP, Inc.

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

TOWN OF LOS GATOS: CONTRACTOR: Enter name of contractor **signature_64096**

SIGNATURE
Chris Constantin

FULL NAME
Town Manager
TITLE
**date_signed_64096**

DATE SIGNED
**signature_64097**

SIGNATURE

VENDOR SIGNATORY'S FULL NAME

VENDOR SIGNATORY'S TITLE
**date_signed_64097**

DATE SIGNED
Approved as to form:
**signature_64094**

SIGNATURE
Gabrielle Whelan

FULL NAME
Town Attorney
TITLE
**date_signed_64094**

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

ITEM NO. 10.

January 7, 2026
Customer: Los Gatos Police Department
Attention: Rebecca Albin
Proposal: LGPD SO# 1008949
Dear Captain Albin:

We are pleased to submit the following proposal for consideration based on specifications received to include the following:

BASE BID SCOPE OF WORK
Provide, install, configure, and commission the following new surveillance equipment manufactured by Verkada:
• (4) CY63-E Cameras
• (1) CD43-E Camera
• (1) CM42 Camera
• (2) CP63-E Cameras
• (8) CR63-E Cameras
• (2) CH63-E Cameras
• (1) CB62-E Camera
• (2) CD63-E Cameras
• (7) GC31-E Cellular Gateways
• (1) Verkada Intercom
All devices will be mounted in agreed-upon locations and integrated into a single cloud-managed system.

See attached “LGPD SO # 1008949” for pricing, components & specs. *Proposed pricing is valid for 20 days.

Clarifications:
-Price based upon normal working hours – Monday through Friday between the hours of 7:00AM until 5:00PM. Overtime is excluded.

Exclusions:
• Any and/or all work not listed in the above Scope of Work. • Repairing existing low voltage code violations.
• Demo, relocation and/or re-supporting of existing low voltage not listed in SOW. • New and/or upgrades to existing patch panels to accommodate new patch panels. • HVAC feeders, control wiring and/or raceway.
• F/A, security wiring and/or raceway.
• Audio cabling or raceway.
• Paint and/or patching.
• Asbestos abatement and/or removal.
• Dumpster, off haul and/or recycling fees.
• Unforeseen site and/or subsurface conditions.
• Underground trenching, backfill, and/or patch.
• Concrete saw cut, coring and/or installation of floor boxes. • Concrete x-ray services.
• Additional insurance requirements and/or costs above our current limits. • Engineering and/or design drawings.
• Permit and/or Building Department Fees.
• Overtime, PM and or weekend work.
• Cable Certification.

ATTACHMENT 2 EXHIBIT A

ITEM NO. 10.

Los Gatos Police Department Page 2
LGPD SO# 1008949
January 7, 2026

STANDARD TERMS AND CONDITIONS

1. Engagement of Services
Once work is authorized by the customer, Assure MSP is committed to certain “ramp up’ expenses, both direct and indirect (i.e., specific training, travel, special tools, materials, project management, etc.) which are generally priced into the entire scope of the project. If the project is cancelled, delayed, terminated, or significantly changed through no fault of Assure MSP, these expenses will be due and payable to Assure MSP on a pro-rata basis. Any request for reimbursement of these expenses will be itemized and defined.

2. Changes to Scope of Work
Assure MSP will notify the customer if there is a material change to the Scope of Work that will require Assure MSP to spend more money than originally budgeted. The customer agrees to pay Assure MSP for such expenses plus reasonable profit and overhead if the customer desires to continue under the changed Scope of Work.

3. Payment Terms
Standard payment terms are due upon receipt unless stated differently on the front of this proposal.

4. Warranty
Customer satisfaction is a prime objective in the Assure MSP organization. In any instance where Assure MSP’s low voltage cable installation fails to perform to the customer’s satisfaction, it is Assure MSP’s policy to provide prompt and effective investigation of the situation. Assure MSP warrants that its low voltage installation will be in accordance with stated specifications and will be free from defects in workmanship and materials for a period of 1-Year.

5. Incorporation by Reference
Unless expressly agreed in writing, their Standard Terms and Conditions are a part of, and hereby incorporated by reference, all Proposals submitted by Assure MSP, Inc.

6. Indemnity
To the fullest extent permitted by law Owner shall defend, indemnify, and hold harmless Contractor from and against all claims, demands, damages, causes of action, liabilities, charges, penalties, fine costs, fees, losses, damages, expenses, suits, settlements, awards, and judgments (including reasonable attorney fees) and every kind and nature whatsoever arising from or in connection with or incidental to the performance of work under this agreement.

Thank you for giving Assure MSP the opportunity to provide services for you. If you have any questions or need assistance to expedite your project, please feel free to contact me at (415) 516-7475.

Sincerely,
Dylan Graf
Assure MSP, Inc.
(650) 477-7690
I am authorizing Assure MSP to perform the project per the scope of work above:

Authorized Signature: _______________________________________________________________________________________________ Authorized Name (Printed):___________________________________________________________________________________________ Purchase Order: __________________________________________________________________________________________________ Assure MSP, Inc.
1048 Serpentine Lane, 304
Pleasanton, CA 94588
LIC # 1107485

ITEM NO. 10.

Sales Order: 1008949
Ship To:

Address Address
City, State, Zip City, State, Zip
PO# Delivery Method Delivery Date Payment Terms
Truck 50% MD / 50% UC
Qty Unit Price Line Total
1 $2,239.20 $2,239.20
1 $79.20 $79.20
1 $87.20 $87.20
1 $959.20 $959.20
1 $559.20 $559.20
2 $1,599.20 $3,198.40
1 $2,799.20 $2,799.20
3 $850.00 $2,550.00
3 $130.40 $391.20
3 $160.00 $480.00
1 $1,439.20 $1,439.20
1 $2,799.20 $2,799.20
1 $1,250.00 $1,250.00
1 $130.40 $130.40
1 $1,200.00 $1,200.00
1 $250.00 $250.00
1 $235.99 $235.99
1 $350.00 $350.00
1 $1,750.00 $1,750.00
PS-INT-DR-INST Intercom and door reader wiring, configuration, and testing PS-INT-CONFIG Intercom network configuration and training AMI-PS-125UL Access control power supply, 12/24v
PS-AD-1POWERINST
Single Door Power supply installation and testing
PS-AD-STRK-INST Installation & Testing of Electrified Strike Subtotal: $9,404.79
Location 2
PS-CAM-CONFIG Camera System Network Configuration & Training Subtotal: $13,342.80
City Hall Intercom
TD53-HW Verkada TD53 Video Intercom Reader
LIC-TD-10Y-CAP Verkada 10-Year Intercom License, Capacity Increase PS-INT-INST01 Intercom cabling, installation, configuration, validation - Level 1 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
CM42-256-HW
Verkada CM42 Indoor Mini Dome Camera, 5MP, Fixed Lens, 256GB of Storage, Maximum 30 Days of Retention
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase LIC-CAM-MLT2-10YCAP
Verkada 10-Year Two-Camera Multisensor License, Capacity Increase PS-CAM-INST01
Camera Installation, configuration, alignment, network setup, and labeling - Level 1 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials City Hall Cameras
CY63-1TBE-HW
Verkada CY63-E Outdoor Two-Camera Multisensor Camera, 2x4K, Zoom Lens, 1TB of Storage, Maximum 30 Days of Retention
ACC-MNT-ARM-1 Verkada Arm Mount
ACC-MNT-YPEND-1 Verkada Two-Camera Multisensor Pendant Cap Mount CD43-256E-HW
Verkada CD43-E Outdoor Dome Camera, 5MP, Fixed Lens, 256GB of Storage, Maximum 30 Days of Retention
January 7, 2026
Bill To: Los Gatos Police Department Same
110 E Main St
Los Gatos, CA 95030
Salesperson
Dylan Graf
Item # Description
Los Gatos
Job Site
Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 1 of 7 ATTACHMENT 3

ITEM NO. 10.

Sales Order: 1008949
January 7, 2026
1 $3,759.20 $3,759.20
1 $1,599.20 $1,599.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $127.20 $127.20
1 $55.20 $55.20
1 $799.20 $799.20
1 $167.20 $167.20
1 $126.38 $126.38
1 $3,250.00 $3,250.00
1 $130.40 $130.40
1 $2,750.00 $2,750.00
1 $2,799.20 $2,799.20
1 $1,599.20 $1,599.20
1 $319.20 $319.20
1 $2,750.00 $2,750.00
1 $130.40 $130.40
2 $2,799.20 $5,598.40
2 $1,599.20 $3,198.40
2 $1,119.20 $2,238.40
2 $215.20 $430.40
2 $399.20 $798.40
2 $2,750.00 $5,500.00
2 $130.40 $260.80
Subtotal: $15,962.38
Subtotal: $7,598.00
ACC-MNT-XLARM1
Verkada Large Arm Mount (PTZ)
ACC-MNT-PEND-1 Verkada Pendant Cap Mount
ACC-POLE-1 Verkada 12ft /3.7m Above Grade Pole for use with CR camera and accessories ACC-MNT-POLE-1 Verkada Pole Mount
AMI-ELECBOX Steel enclosure electrical box, IP66 waterproof & dustproof PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials PS-POLE-INST01 12fr /3.7m Pole Installation
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
CP63-1TBE-HW
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase Verkada CP63 Outdoor PTZ Camera, 4K, 1TB of Storage, Maximum 30 Days of Retention
Location 4
CR63-512E-HW
Verkada CR63-E Outdoor Remote Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase Subtotal: $18,024.80
Verkada 430Wh Backup Battery for CR camera
ACC-SOLP-100W-1 Verkada 100 Watt Solar Panel
ACC-MNT-SOLP-1 Verkada Solar Panel Pole Mount for 100 Watt Solar Panel/ 65 Watt Solar Panel PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials Location 5
CR63-512E-HW
Verkada CR63-E Outdoor Remote Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase ACC-BAT-430WH-E1
Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 2 of 7

ITEM NO. 10.

Sales Order: 1008949
January 7, 2026
1 $2,799.20 $2,799.20
1 $1,599.20 $1,599.20
1 $319.20 $319.20
1 $2,750.00 $2,750.00
1 $130.40 $130.40
1 $3,359.20 $3,359.20
1 $4,799.20 $4,799.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $319.20 $319.20
1 $167.20 $167.20
1 $79.20 $79.20
1 $111.20 $111.20
1 $126.38 $126.38
1 $3,250.00 $3,250.00
1 $130.40 $130.40
1 $2,799.20 $2,799.20
1 $1,599.20 $1,599.20
1 $319.20 $319.20
1 $2,750.00 $2,750.00
1 $130.40 $130.40
1 $3,359.20 $3,359.20
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A Subtotal: $15,540.38
PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials CH63-2TBE-HW
Verkada CH63-E Outdoor Four-Camera Multisensor Camera, 4x4K, Zoom Lens, 2TB of Storage, Maximum 30 Days of Retention
LIC-CAM-MLT4-10YCAP
Verkada 10-Year Four-Camera Multisensor License, Capacity Increase GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase ACCX-TAP-DC100-E
Verkada CH63-E Outdoor Four-Camera Multisensor Camera, 4x4K, Zoom Lens, 2TB of Storage, Maximum 30 Days of Retention
Location 14
CH63-2TBE-HW
CR63-512E-HW
Verkada CR63-E Outdoor Remote Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A ACC-MNT-POLE-1 Verkada Pole Mount
ACC-MNT-ARM-1 Verkada Arm Mount
ACC-MNT-HPEND1
Verkada Four-Camera Multisensor Pendant Cap Mount
AMI-ELECBOX Steel enclosure electrical box, IP66 waterproof & dustproof AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
Location 8
AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
Subtotal: $7,598.00
Subtotal: $7,598.00
Location 6
CR63-512E-HW
Verkada CR63-E Outdoor Remote Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
Location 7
PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 3 of 7

ITEM NO. 10.

Sales Order: 1008949
January 7, 2026
1 $4,799.20 $4,799.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $319.20 $319.20
1 $167.20 $167.20
1 $79.20 $79.20
1 $111.20 $111.20
1 $126.38 $126.38
1 $3,250.00 $3,250.00
1 $130.40 $130.40
1 $2,799.20 $2,799.20
1 $1,599.20 $1,599.20
1 $319.20 $319.20
1 $2,750.00 $2,750.00
1 $130.40 $130.40
2 $2,799.20 $5,598.40
2 $1,599.20 $3,198.40
2 $319.20 $638.40
2 $2,750.00 $5,500.00
2 $130.40 $260.80
1 $2,239.20 $2,239.20
1 $1,599.20 $1,599.20
1 $2,799.20 $2,799.20
LIC-CAM-MLT4-10YCAP
Verkada 10-Year Four-Camera Multisensor License, Capacity Increase Subtotal: $15,540.38
PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A ACC-MNT-POLE-1 Verkada Pole Mount
ACC-MNT-ARM-1 Verkada Arm Mount
ACC-MNT-HPEND1
Verkada Four-Camera Multisensor Pendant Cap Mount

AMI-ELECBOX
Subtotal: $7,598.00
Subtotal: $15,196.00
Location 17
Verkada CY63-E Outdoor Two-Camera Multisensor Camera, 2x4K, Zoom Lens, 1TB of Storage, Maximum 30 Days of Retention
Steel enclosure electrical box, IP66 waterproof & dustproof CY63-1TBE-HW
Location 16
ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A CB62-512E-HW
Verkada CB62-E Outdoor Bullet Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials PS-CAM-INST03
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
Location 15
CR63-512E-HW
Verkada CR63-E Outdoor Remote Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase LIC-CAM-MLT2-10YCAP
Verkada 10-Year Two-Camera Multisensor License, Capacity Increase CR63-512E-HW
Verkada CR63-E Outdoor Remote Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 4 of 7

ITEM NO. 10.

Sales Order: 1008949
January 7, 2026
1 $1,599.20 $1,599.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $126.38 $126.38
2 $1,250.00 $2,500.00
2 $130.40 $260.80
1 $3,759.20 $3,759.20
1 $1,599.20 $1,599.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $319.20 $319.20
1 $167.20 $167.20
1 $127.20 $127.20
1 $55.20 $55.20
1 $126.38 $126.38
1 $3,250.00 $3,250.00
1 $130.40 $130.40
2 $1,519.20 $3,038.40
2 $1,599.20 $3,198.40
2 $1,250.00 $2,500.00
2 $130.40 $260.80
2 $160.00 $320.00
1 $2,239.20 $2,239.20
Location 21
CY63-1TBE-HW
Verkada CY63-E Outdoor Two-Camera Multisensor Camera, 2x4K, Zoom Lens, 1TB of Storage, Maximum 30 Days of Retention
Subtotal: $9,317.60
AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
PS-CAM-CONFIG Camera System Network Configuration & Training

AMI-CBLMNTMAT
Subtotal: $12,732.38
Location 20
AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
Subtotal: $14,322.38
Cat6 Ethernet cable, Mounts, & Materials
AMI-ELECBOX Steel enclosure electrical box, IP66 waterproof & dustproof PS-CAM-INST02
Camera Installation, configuration, alignment, network setup, and labeling - Level 2 CD63-512E-HW
Verkada CD63-E Outdoor Dome Camera, 4K, Zoom Lens, 512GB of Storage, Maximum 30 Days of Retention
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase PS-CAM-INST02
Camera Installation, configuration, alignment, network setup, and labeling - Level 2 ACC-MNT-XLARM1
Verkada Large Arm Mount (PTZ)
ACC-MNT-PEND-1 Verkada Pendant Cap Mount
AMI-ELECBOX Steel enclosure electrical box, IP66 waterproof & dustproof PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A ACC-MNT-POLE-1 Verkada Pole Mount
LIC-CAM-10Y-CAP Verkada 10-Year Camera License, Capacity Increase GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase Location 18
CP63-1TBE-HW
Verkada CP63 Outdoor PTZ Camera, 4K, 1TB of Storage, Maximum 30 Days of Retention
Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 5 of 7

ITEM NO. 10.

Sales Order: 1008949
January 7, 2026
1 $2,799.20 $2,799.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $319.20 $319.20
1 $167.20 $167.20
1 $79.20 $79.20
1 $87.20 $87.20
1 $126.38 $126.38
1 $3,250.00 $3,250.00
1 $130.40 $130.40
1 $2,239.20 $2,239.20
1 $2,799.20 $2,799.20
1 $1,039.20 $1,039.20
1 $2,159.20 $2,159.20
1 $319.20 $319.20
1 $167.20 $167.20
1 $79.20 $79.20
1 $87.20 $87.20
1 $126.38 $126.38
1 $3,250.00 $3,250.00
1 $130.40 $130.40
Subtotal $194,568.68
LIC-CAM-MLT2-10YCAP
Verkada 10-Year Two-Camera Multisensor License, Capacity Increase GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A ACC-MNT-POLE-1 Verkada Pole Mount
ACC-MNT-ARM-1 Verkada Arm Mount
PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials Subtotal: $12,396.38
ACC-MNT-POLE-1 Verkada Pole Mount
ACC-MNT-ARM-1 Verkada Arm Mount
ACC-MNT-YPEND-1 Verkada Two-Camera Multisensor Pendant Cap Mount AMI-ELECBOX Steel enclosure electrical box, IP66 waterproof & dustproof GC31-E-HW Verkada GC31 Cellular Gateway, Outdoor
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase ACCX-TAP-DC100-E
FP AC/DC 7-Pin Power Tap, 100W PoE Output, Outdoor, Model Number: FP287A180-BEN-A Location 22
CY63-1TBE-HW
Verkada CY63-E Outdoor Two-Camera Multisensor Camera, 2x4K, Zoom Lens, 1TB of Storage, Maximum 30 Days of Retention
LIC-CAM-MLT2-10YCAP
Verkada 10-Year Two-Camera Multisensor License, Capacity Increase AMI-CBLMNTMAT Cat6 Ethernet cable, Mounts, & Materials
Subtotal: $12,396.38
LIC-GC-10Y-CAP Verkada 10-Year Cellular Gateway License, Capacity Increase PS-CAM-INST03-
PW
Camera Installation, configuration, alignment, network setup, and labeling - Level 3 AMI-ELECBOX Steel enclosure electrical box, IP66 waterproof & dustproof ACC-MNT-YPEND-1 Verkada Two-Camera Multisensor Pendant Cap Mount Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 6 of 7

ITEM NO. 10.

Sales Order: 1008949
January 7, 2026
No. Unit Price Line Total
1 1.1

1.2 1.3

1.4 2
3 Subtotal $0.00
Total $194,568.68
Promotion ($6,632.00)
Sales Tax $12,255.62
Shipping $92.00
Total $200,284.30
$ 100,142.15
$ 100,142.16
Company Name:

Date:

PO#:

Payment Schedule
Mobilization Deposit - Billed Upon Accepted Sales Order: 50% Balance Due - Billed Upon Completion of Project: 50%
Acknowledge and Acceptance
Authorized Signature:

Managed Optional Managed Service Contract priced at $20 per Camera / mo. Includes quarterly performance review & testing to maintain optimal performance.

This Sales Order is subject to our Terms and Conditions which can be found at:
https://www.assuremsp.com/Agreements
Print Name:

Title:

Make all checks payable to Assure MSP, Inc.

Thank you for your business!
UPS Ground
Exclusion Assure MSP, Inc. is not providing high speed internet or managed services unless otherwise noted in this quote.

Note
Each MDF/IDF location will need access to 1 power outlet to provide power to a PoE switch which will provide power to the cameras.

Exclusion
Customer will provide 1 DHCP Enabled, PoE capable switch port for each camera proposed herein for power and network connectivity unless switches are explicitly detailed herein.

Shipping
Type Description
Note
Please note that the proposed system requires a high speed internet connection. This provides remote monitoring, system updates and accurate timestamping. Verkada’s technology removes the need for a local DVR/Machine that draws power and requires maintenance and updates.

Note
Pricing in this Sales Order is based on the proposed quantity and scope of work documented herein. If the proposed quantities change, the proposed pricing will be adjusted to reflect the revised quantities and scope of work.

Assure MSP, Inc. ● 1048 Serpentine Ln. ● Suite 304 ● Pleasanton, CA 94566 ● (888) 410-4888 ● CA LIC# 1107485 7 of 7

ITEM NO. 10.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 11
DATE: January 05, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt a Resolution of the Town Council of the Town of Los Gatos to Authorize Investment Monies in the Local Agency Investment Fund and Rescind Resolution 2007-093
RECOMMENDATION: Staff recommends that the Council adopt a resolution to authorize investment monies in the Local Agency Investment Fund and rescind Resolution 2022-049.

FISCAL IMPACT:

There is no fiscal impact associated with receiving this report.

STRATEGIC PRIORITY:

This item is not associated with a strategic priority.

BACKGROUND:

The Local Agency Investment Fund (LAIF), an investment pool run by the California State Treasurer, requires a Council-approved resolution authorizing the individuals who are entitled to make investments and withdrawals from the LAIF accounts. Only those authorized by resolution may make changes to the LAIF account and can delegate responsibility for day-today LAIF transactions to others. With the recent retirement of the Town's Finance Director and the appointment of a new Administrative Services Director, it is prudent to update the LAIF authorizations.

ITEM NO. 11.

PAGE 2 OF 2
SUBJECT: Adopt a Resolution of the Town Council of the Town of Los Gatos to Authorize Investment Monies in the Local Agency Investment Fund
DATE: January 5, 2026
DISCUSSION:

Management responsibility for the Town’s investment program is delegated annually by the Town Manager to the Town Treasurer/Finance Director (“Treasurer”) pursuant to California Government Code Section 36510. In accordance with the Town Council Resolution No 2022-049, there are three positions currently authorized to deposit and withdraw LAIF monies on behalf of the Town of Los Gatos. Those positions are the Mayor, Town Manager, and Finance Director. The proposed draft resolution recommends authorizing the Mayor, Town Manager, and the Administrative Services Director, who also serves as the Town Treasurer/Finance Director. The Town Treasurer’s function has resided with the Finance Director since 2016. With the recent retirement of the Finance Director, the newly appointed Administrative Services Director, Kristina Alfaro, has been added to the list. While the resolution refers to officers holding the title(s) specified herein below or their successors in office, the names have been updated with the most recent officers in the draft resolution.

COORDINATION:

This report has been prepared in coordination with the Town Manager’s Office and the Town Attorney’s Office.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Draft Resolution to Authorize Investment Monies in the Local Agency Investment Fund

2. Resolution 2022 - 043

ITEM NO. 11.
1 of 2
Resolution 2026 - January 20, 2026
ATTACHMENT 1
DRAFT RESOLUTION 2026-

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS TO

AUTHORIZE INVESTMENT MONIES IN THE LOCAL AGENCY INVESTMENT FUND WHEREAS, The Local Agency Investment Fund is established in the State Treasury under Government Code section 16429.1 et. seq. for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS, the Town Council hereby finds that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with Government Code section 16429.1 seq. for the purpose of investment as provided therein is in the best interests of the Town of Los Gatos,
NOW, THEREFORE, BE IT RESOLVED: that the Town Council hereby authorizes the deposit and withdrawal of the Town of Los Gatos monies in the Local Agency Investment Fund in the State Treasury in accordance with Government Code section 16429.1 et. Seq. for the purpose of investment as provided therein.

BE IT FURTHER RESOLVED, as follows:

Section 1. The following Town of Los Gatos officers holding the title(s) specified herein below or their successors in office are each hereby authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund and may execute and deliver any and all documents necessary or advisable in order to effectuate the purposes of their resolution and the transactions contemplated hereby:

Rob Moore Chris Constantin Kristina Alfaro
(NAME) (NAME) (NAME)
Mayor Town Manager Administrative
Services Director
(TITLE) (TITLE) (TITLE)
Section 2. This resolution shall remain in full force and effect until rescinded by the Town Council by resolution and a copy of the resolution rescinding this resolution is filed with the State Treasurer’s Office. This resolution supersedes all prior resolutions of the Town Council of the Town of Los Gatos, specifically Resolution 2022-049 is hereby rescinded.

ITEM NO. 11.
2 of 2
Resolution 2026 - January 20, 2026
ATTACHMENT 1
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:

SIGNED:

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: ___________________
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: ___________________

ITEM NO. 11.

RESOLUTION 2022- 049

RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS TO

AUTHORIZE INVESTMENT MONIES IN THE LOCAL AGENCY INVESTMENT FUND WHEREAS, The Local Agency Investment Fund is established in the State Treasury under Government Code section 16429. 1 et. seq. for the deposit of money of a local agency for purposes of investment by the State Treasurer; and WHEREAS, the Town Council hereby finds that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with Government Code section 16429. 1 seq. for the purpose of investment as provided therein is in the best interests of the Town of Los Gatos,
NOW, THEREFORE, BE IT RESOLVED: that the Town Council hereby authorizes the deposit and withdrawal of the Town of Los Gatos monies in the Local Agency Investment Fund in the State Treasury in accordance with Government Code section 16429. 1 et. Seq. for the purpose of investment as provided therein.

BE IT FURTHER RESOLVED, as follows:

Section 1. The following Town of Los Gatos officers holding the title( s) specified herein below or their successors in office are each hereby authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund and may execute and deliver any and all documents necessary or advisable in order to effectuate the purposes of their resolution and the transactions contemplated hereby:

Rob Rennie
NAME)
Mayor
iiiii(TITLE)
pCkeA/ LAIA.i

SIGNATURE)
Laurel Prevetti Gitta Ungvari

NAME) ( NAME)
Town Manager Finance Director
TITLE) ........_..

SIGNATURE)
Section 2. This resolution shall remain in full force and effect until rescinded by the Town Council by resolution and a copy of the resolution rescinding this resolution is filed with the State Treasurer' s Office. This resolution supersedes all prior resolutions of the Town Council of the Town of Los Gatos, specifically Resolution 2007- 093 is hereby rescinded. 1 of 2
Resolution 2022- 049 July 12, 2022
ATTACHMENT 2

ITEM NO. 11.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 12th day of July, 2022 by the following vote:

COUNCIL MEMBERS:

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

MAYOR OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: 7 A 3
ATTEST:

TOWN CLERK OF THE TOWN OF LOS GATOS

LOS GATOS, CALIFORNIA
DATE: - 7/ 1- z. le2oa-a,
2of2
Resolution 2022- 049 July 12, 2022

ITEM NO. 11.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 12
DATE: January 13, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Third Amendment with Chavan & Associates, LLP. to Extend the Contract for One Year and Increase Compensation by $59,000 for a Total Agreement Amount Not to Exceed $248,000.

RECOMMENDATION: Authorize the Town Manager to execute a third amendment with Chavan & Associates, LLP. to extend the contract for one year, update the scope of the original agreement, and increase the compensation by $59,000 for a total agreement amount not to exceed $248,000.

FISCAL IMPACT:

The funds are included in the FY 2025-26 Operating Budget. In the subsequent year, charges will be included in the proposed Operating and Capital Budget.

STRATEGIC PRIORITY:

This item is not associated with a strategic priority. However, it does align with the Town’s core goals of good governance, fiscal stability, and quality public infrastructure.

BACKGROUND:

In 2021, the Town of Los Gatos issued a Request for Proposal (RFP) for qualified independent certified public accounting firms to audit its annual financial statement for three fiscal years (FY 2021-22, 2022-23, and 2023-24), with an option to extend the agreement an additional two fiscal years with Town Council approval.

Based upon the proposals, interviews, and reference checks, Town staff, in consultation with the Finance Commission, selected Chavan & Associates, LLP. On December 21, 2021, the Town

ITEM NO. 12.

PAGE 2 OF 3
SUBJECT: Chavan & Associates Third Amendment
DATE: January 13, 2026
Council received the Finance Commission’s recommendation and authorized the Town Manager to execute a three-year agreement with Chavan & Associates, LLP.

On April 2, 2024, the Council approved the first amendment to the agreement which updated the scope of services and compensation in the contract to include required Transportation Development Act Audits.

On February 18, 2025, the Council approved the second amendment to the agreement which update the scope of service, term, and compensation.

DISCUSSION:

With this third amendment, the Town requests to extend the agreement with Chavan & Associates, LLP for an optional one-year term and amend the agreement to update the term and compensation sections.

The Firm will charge for additional services up to $4,000 for out-of-scope work on the FY 2024- 25 Single Audit due to a delay in receiving audit requests caused by the new Tyler ERP implementation. The work is based on an hourly rate provided in the original engagement letter. The additional charges are included in the amended not to exceed amount.

CONCLUSION:

Staff recommends the Council authorize the Town Manager to execute a third amendment with Chavan & Associates, LLP. to extend the contract for one year and increase the compensation by $59,000 for a total agreement amount not to exceed $248,000.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Third Amendment with Chavan & Associates, LLP

2. Engagement Letter – FY 2025-26 Town Audit

3. Second Amendment with Chavan & Associates, LLP

4. First Amendment with Chavan & Associates, LLP

5. Original Agreement with Chavan & Associates, LLP