Los Gatos City Council
June 16, 2026

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 4
UC_8045908.7
Subscription Service and/or stop performance of the Professional Services until such amounts are paid in full.

3.7. Taxes. The Supplier’s Services fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Supplier has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides the Supplier with a valid tax exemption certificate authorized by the appropriate taxing authority prior to invoice issuance. For clarity, the Supplier is solely responsible for taxes assessable against it based on the Supplier income, property and employees.

3.8. Piggyback procurement. Customer reserves the right to extend the terms and conditions of this solicitation to any and all other agencies be it federal, state, municipal, county, or local governmental agency under the jurisdiction of the United States and its territories. This shall include but not be limited to private schools, parochial schools, non-public schools such as charter schools, special districts, intermediate units, non- profit agencies providing services on behalf of government, and/or state.

4. Term and Termination

4.1. Term of Agreement. Unless terminated earlier in accordance with Section 4.2, this Agreement commences on the Effective Date and will continue until terminated as set forth below:

4.1.1. Subscription Service Term. The Subscription Terms of Service at Exhibit C will commence on the date listed under Subscription Term in the Order or, if provisioning of software takes place more than two (2) weeks after such subscription date, the subscription start date will be updated to the provisioning date and communicated to the Customer via email. The initial subscription period will last for five (5) years (the “Initial Subscription Period”). Thereafter, the Subscription Term will automatically renew for additional one-year periods (each a “Renewal Subscription Period”) unless and until either party gives written notice of non-renewal at least sixty (60) days in advance of the end of the then-current subscription period. Customer must send written notice of non-renewal to [email protected]. Should Customer not provide written notice of non-renewal at least sixty (60) days in advance, then Customer is obligated to pay for the subsequent Renewal Subscription Period in full.

4.2. Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. The Services will be subject to additional termination provisions if and as designated in the respective Exhibits to these Terms.

4.3. Effect of Termination. Termination or expiration of this Agreement will not terminate any thencurrent Customer Subscriptions to the Subscription Service (which will continue to be governed by the terms of Exhibit C, including the termination provisions set forth therein); provided, however, that in the case of termination of this Agreement by the Supplier for Customer’s uncured breach of this Agreement, the Supplier may simultaneously terminate any such Subscriptions. Subject to the Professional Services Terms, termination of this Agreement will terminate all on-going and planned Professional Services.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 5
UC_8045908.7

5. Additional Customer Terms.

This Agreement shall not be construed as creating any debt by or on behalf of the Customer and all obligations of the Customer are specifically contingent upon continued appropriations for payment hereunder. Accordingly, and in addition to any other authority to terminate this Agreement, if the governing body of Customer does not appropriate funds to continue paying for the goods and services to be provided under this Agreement, Customer may then terminate this Agreement as of the last day for which funds were appropriated. Unless provided otherwise by law or by this Agreement, Customer shall be obligated to pay all charges incurred before such a termination of this Agreement.

General

6.1 The parties acknowledge that the terms of each of the Exhibits to these Terms (inclusive of any supplements or attachments thereto), including, but not limited to, the disclaimers, limitations of liability, and other general provisions thereof, are incorporated into and form a part of this Agreement.

6.2 In the event of a direct conflict between the body of these Terms and the terms of the Exhibits hereto, the terms in the body of these Terms will govern. Each party specifies its address set forth above for receipt of notices under this Agreement. This Agreement may be signed in one or more identical counterparts, each of which will be an original, but all of which together will constitute one instrument.

Subscription Fees and Term

1. Subscription Fees
The yearly Subscription Fees for 2026 shall amount to a total of $23,383.58. This is based for 20 user subscriptions. Each additional yearly subscription renewal will be subject to a 3% uplift.

2. Additional User Subscription Fees
The Town of Los Gatos, CA is adding 5 additional users to their existing account. This will change the yearly Subscription Fees for 2026 to a total of $29,229.48. This is based for 25 user subscriptions.

Additional users can by purchased at the current user rate at the time of the request.

3. Subscription Term:
1-year, from July 1st, 2026 to June 30th, 2027 - $29,229.48 2-year, from July 1st, 2027 to June 30th, 2028 - $30,106.36 3-year, from July 1st, 2028 to June 30th, 2029 - $31,009.56 4-year, from July 1st, 2029 to June 30th, 2030 - $31,939.84 5-year, from July 1st, 2030 to June 30th, 2031 - $32,898.04

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 6
UC_8045908.7
Exhibits List:

Exhibit A - Standard Support Policy
Exhibit B – Service Level Commitment
Exhibit C – Subscription Terms of Service
Signed on behalf of the
Town of Los Gatos, CA
Signed
……………………….…………………………..

Print Name
……………………….…………………………..

Position
……………………….…………………………..

Date
……………………….…………………………..

Signed on behalf of the
Town of Los Gatos, CA
Signed
……………………….…………………………..

Print Name
……………………….…………………………..

Position
……………………….…………………………..

Date
……………………….…………………………..

Signed on behalf of
TruePoint Solutions, LLC
Signed
……………………….…………………………..

Print Name
……………………….…………………………..

Position
……………………….…………………………..

Date
……………………….…………………………..

Signed by on behalf of LCT
SOFTWARE, an Avolve
Company
Signed
……………………….…………………………..

Print Name
……………………….…………………………..

Position

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 7
UC_8045908.7
……………………….…………………………..

Date
……………………….…………………………..

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 8
UC_8045908.7
Exhibit – A
Standard Support Policy
This LCT Software SaaS Support Policy (“Support Policy”) is a policy governing the use of DigEplan’s softwareas-a-service products (the “Service(s)”) under the terms of the Agreement between LCT Software, LLC and its affiliates (“LCT Software”, “us” or “we”) and the purchaser of DigEplan’s Service (“Customer”). This Support Policy may be updated from time to time by LCT Software at its sole discretion.

General Requirements and Hours of Operation
Ticketing Support: LCT Software will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service during normal business hours of Monday-Friday, 8:00 A.M. until 5:00 P.M Pacific Time.

Telephone and E-mail Support: DigEplan’s Customer Support Department, a live technical support facility, will be available to Customer from 8:00 A.M. until 5:00 P.M. Pacific time Monday through Friday, excluding LCT Software’s observed holidays.

Online Support Material: Available twenty-four (24) hours, seven (7) days a week, LCT Software will make available to Customer certain technical information in DigEplan’s online support database.

Updates
Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at LCT Software’s discretion. LCT Software is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service.

Where practical, LCT Software willschedule Updates during non-business hours and will provide Customers with advance notice of all Updates.

Upgrade/Downgrade of Severity Level
If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact.

Third Party Product Support
If any third-party software is not supplied by LCT Software, LCT Software disclaims all support obligations for such third-party software, unless expressly specified by LCT Software in Customer’s Agreement.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 9
UC_8045908.7
Exclusions
The following Support Exclusions are not covered by this Support Policy: (a) Support required due to Customer’s or any End User’s or third party’s misuse of the Services; (b) Support during times outside of LCT Software regular business hours stated above; (c) Support necessitated by external factors outside of LCT Software’s reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; (d) Support of or caused by customizations (if outside of LCT Software’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; (e) Support of or caused by Customer’s or any End User’s or third party’s equipment, software or other technology (other than third party equipment within LCT Software’s direct control); (f) Supportto resolve or work-around conditions which cannot be reproduced in LCT Software’s support environment and (g) Support of any software add-ons supplied together with the Service (except where specified in the Agreement). Any supportservicesfalling within these Support Exclusions may be provided by LCT Software at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by LCT Software.

Support Classifications
Error Classification Criteria
Critical Severity Issue (Priority 1) The Service is down or there is a major malfunction (deeming Service nonfunctional or severely affected), resulting in a business revenue loss and impacting the Service functionality for a majority of users. No reasonable workaround exists.

High Severity Issue (Priority 2) High loss of Service functionality or performance, impacting the Service functionality for a high number of users (e.g. Service response is very slow, day to day operations continue, but are impacted by the issue). No reasonable workaround available or the workaround is impractical.

Medium Severity Issue (Priority 3) Moderate loss of Service functionality or performance, impacting multiple users.

A convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention).

Low Severity Issue (Priority 4) Minor loss of Service functionality or feature in question.

Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features, SLA and alarming features, performance management features and application performance problem resolution features.

Response Time: LCT Software shall use commercially reasonable efforts to respond to error reports in accordance with the table set forth below. LCT Software will use reasonable means to repair the error and keep Customer informed of progress. LCT Software makes no representations as to when a full resolution of the error may be made.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 10
UC_8045908.7
Error Classification Initial Response and
Acknowledgement
Updates Resolution Goal
Critical 1 Business Hour Daily LCT Software will put forth our best effort to provide a workaround, fix, or estimated
completion date within seventy-two (72) hours
after the problem has been diagnosed and/or
replicated.

High 4 Business Hours Weekly LCT Software will put forth our best effort to provide a workaround or fix or estimated
completion date within four (4) business days
after the problem has been diagnosed and/or
replicated.

Medium 8 Business Hours As
available
LCT Software will put forth our best effort to
provide a workaround or fix or estimated
completion date within seven (7) business days
after the problem has been diagnosed and/or
replicated.

Low 24 Business Hours None Resolution for the Issue may be released as a patch set or be incorporated into a future
schedule release of the product.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 11
UC_8045908.7
Exhibit B

SERVICE LEVEL COMMITMENT
This SaaS Service Level Commitment (“SLC”) is a policy governing the use of LCT software-as-service products (individually or collectively, the “Service” or “DigEplan”) under the terms of the LCT Software Master Services Agreement (the “Agreement”) between LCT Software and its affiliates (“LCT Software”, “us” or “we”) and the purchaser of LCT Software’s Subscription Service (“Customer”).

Unless otherwise provided herein, this SLC is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement. LCT Software reserves the right to change the terms of this SLC in accordance with the Agreement.

Definitions
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Service was Unavailable. Measurement of the Monthly Uptime Percentage excludes downtime resulting directly or indirectly from any SLC Exclusion. “Service Credit” is a dollar credit, calculated as set forth below, that LCT Software may credit back to an eligible Customer account.
“Unavailable” means, as applicable: (i) Customer is repeatedly unable to log into the Service; (ii) Customer experiences repeated connection request failures; (iii) Customer experiences lack of connectivity of external, public instances or sites lasting for more than ten (10) minutes; The foregoing events must be verifiable or replicable by LCT Software or its designee. Availability of Accela APIs which are used by DigEplan to connect, is expressly excluded from this SLC.

Service Commitment
LCT Software will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.9%, in each calendar month of the Subscription Period (the “Commitment”). In the event the Service does not meet this Commitment, Customer will be eligible to receive a Service Credit as described below.

Scheduled & Emergency Maintenance
LCT Software will maintain certain scheduled maintenance windows during which regular, planned maintenance of the Service may be performed. LCT Software will use commercially reasonable efforts to provide Customer with no less than twenty-four (24) hours’ notice prior to Services unavailability due to planned maintenance. LCT Software’s standard maintenance window will generally fall between the hours of 12:00 AM (00:00) and 5:00 AM [05:00] on a day of our choosing, local time.

In exceptional circumstances where updates may take more time than the weekly time slot, it may be necessary to run updates over w-ends.

LCT Software will endeavour to provide as much notice as is practicable under the circumstances for patches, updates, fixes and other emergency maintenance activities which may be applied on an urgent basis.

LCT Software will provide three (3) business days’ notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 12
UC_8045908.7
Service Credits Monthly Uptime Percentage Service Credit Percentage Less than 99.9% but equal to or greater than 99.0% 2%
Less than 99.0% 5%
LCT Software will apply any Service Credits only against future Service payments otherwise due from Customer.

Service Credits will not entitle Customer to any refund or other payment from LCT Software.

Service Credits may not be transferred or applied to any other account.

Unless otherwise provided in the Agreement, Customer’s sole and exclusive remedy for any unavailability, nonperformance, or other failure by LCT Software to provide the Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLC.

Service Credit Requests
To receive a Service Credit, Customer must submit a claim in writing to [email protected] To be eligible for a Service Credit, the claim must be received by LCT Software in the calendar quarter in which the incident occurred and must include:
- the words “SLC Credit Request” in the subject line;
- the dates and times of each Unavailability incident that Customer is claiming; and - the quantity or scope of affected Users (as indicated by User ID, number of departments or similar metric); - Supporting evidence from the support service desk
If the Monthly Uptime Percentage of such Service Credit request is confirmed by us and is less than the Service Commitment, LCT Software will issue the Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed by LCT Software. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.

SLC Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of the Service or any Service performance issues: (i) caused by factors outside of LCT Software’s reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; (ii) that result from customizations (if outside of LCT Software’s best practice recommendations), configuration changes by or on behalf of Customer or any End User; (iii) that result from Customer’s or any End User’s or third party’s equipment, software or other technology or integrations (other than third party equipment within LCT Software’s direct control); (iv) that result from any maintenance as provided for pursuant to the above terms; or (vii) arising from our suspension or termination of Customer’s right to use the Service in accordance with the Agreement (collectively, the “SLC Exclusions”). If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, LCT Software may issue a Service Credit with consideration to pertinent factors as assessed by LCT Software in its sole discretion.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 13
UC_8045908.7

EXHIBIT C
Subscription Terms of Service
Purchase or use of the Service (defined below) is subject to these Subscription Terms and Conditions (these “Terms”).

1. DEFINITIONS
“Agreement” means these Terms and, if applicable, the written master service agreement or other written agreement between Customer and LCT Software that incorporates these Terms by reference. “Communication Data” means any and all information transmitted, shared, or exchanged between Customer and any End User, or between End User and any third party (including any third-party network or website), using the Service, with respect to any transaction or other communication enabled by the Service, but excluding Security Data.
“Customer” means the entity that purchases a subscription to the Service, directly from LCT Software or through an authorized reseller, distributor, or other channel partner of LCT Software. "End Users" means individuals who are authorized by Customer to use the Service and for whom Customer has purchased a subscription to the Service. End Users may include but are not limited to Customer’s employees, contractors and agents. Each End User will be associated with a single, unique email address for purposes of accessing (and being identified within) the Service.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Optional Services” mean the optional add-ons to the Service that may be available for purchase either directly from LCT Software or through an authorized reseller or partner of LCT Software, as more particularly described or identified in the applicable Order.
“Order” means written orders to purchase subscriptions to use the Service (or, where applicable, to purchase Optional Services).
“Security Data” means any and all information provided by Customer or any End User to establish secure transmissions through use of the Service, including but not limited to personal information, information used to identify account names or numbers, routing information, usernames, passwords, access codes and prompts. “Service” or “Subscription Service” means the cloud-based network security service(s) for which Customer has obtained a subscription either directly from LCT Software or through an authorized reseller or other partner of LCT Software, as more particularly described in the applicable agreement or order under which such subscription was obtained. If and as designated in the Specifications, the Service may be inclusive of application programming interfaces (APIs) developed by LCT Software to enable interaction and integration with the Service. Unless otherwise specified herein or other applicable contractual terms, all references to “Service” will be deemed to include any and all Optional Services.
“Software” means any software (including client software for End Users’ devices) that LCT Software makes available for download or otherwise provides for use with the Service. “Specifications” means the key features and functionality of the Service as described in the then-current user documentation for the Service or in this Agreement.
“Subscription Period(s)” means the duration of Customer’s and End Users’ active, paid access to the Service, as designated in the Order(s).

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 14
UC_8045908.7
“Supported Modification” means a configuration of or modification to the Service requested by Customer that can be consistently supported by LCT Software via APIs, does not require direct database changes and is capable of being tested and maintained by LCT Software.

2. AUTHORIZED USERS. Only End Users may access or use the Service under Customer’s account. Each End User may use any reasonable number of compatible devices for purposes of accessing the Service; provided that, LCT Software reserves the right to determine whether a number of devices is reasonable and, in its sole discretion, to place a corresponding cap on the number of devices. Unless expressly authorized by LCT Software, End User subscriptions cannot be shared or used by more than one individual but may be permanently reassigned to new End Users. The number of End User subscriptions purchased may be increased (under a new Order) but cannot be decreased during any Subscription Period.

3. USE OF THE SERVICE

3.1. LCT Software’s Responsibilities. LCT Software will: (i) provide to Customer support related to the Service in accordance with the LCT Software Support Terms accessible at https://zdrive.eu/gVe (which URL location and content may be updated from time to time by LCT Software) and (ii) provide the Service only in accordance with applicable laws and government regulations.

3.2. Customer’s Responsibilities. Customer will (i) be responsible for meeting LCT Software’s applicable minimum system requirements for use of the Service; (ii) be responsible for End Users’ compliance with these Terms and for any other activity (whether or not authorized by Customer) occurring under Customer’s account, (iii) be solely responsible for the accuracy, quality, integrity and legality of Communication Data, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Service under its account, and notify LCT Software promptly of any such unauthorized access or use, and (v) use the Service only in accordance with the applicable documentation, laws and government regulations, and any written instructions provided by LCT Software to Customer.

3.3. Prohibitions. Customer will not, and will ensure that its End Users do not, (i) make the Service available to anyone other than End Users; (ii) sell, resell, rent, lease or transfer the Service in whole or in part to any third party (including Customer affiliates) without the express permission of LCT Software and execution of designated transfer documentation; (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (iv) use the Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (vi) attempt to gain unauthorized access to the Service or any related systems or networks; or (vii) obtain intellectual property rights to the use of any component of the Services (inclusive of APIs).

3.4. Software. End Users may need to download and install client Software (as made available by LCT Software or other third party authorized by LCT Software) on each device through which they intend to use the Service.

All use of such Software will be governed by terms of the applicable license agreement or terms of use that accompanies or is made available in connection with the Software. Customer acknowledges that each End User (or authorized Customer representative) must accept such license agreement, and have Service-compatible device(s), to download, install, and/or use the Software. Nothing in these Terms will be deemed to grant to Customer rights of any kind in the Software.

3.5. Security Data and Privacy. Customer understands that failure to protect Security Data may allow an unauthorized person or entity to access the Service. In addition, Customer acknowledges that LCT Software generally does not have access to and cannot retrieve lost Security Data. If Customer loses Security Data, Customer may no longer have access to the Service. Customer agrees that: (i) Customer (or its End User) is solely responsible for collecting, inputting and updating all Security Data; (ii) LCT Software assumes no responsibility for supervision, management or control of Customer’s and End Users’ Security Data; and (iii) LCT Software assumes no responsibility for any fraudulent or unauthorized use of the Software or any portion of the Service.

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 15
UC_8045908.7

4. PROPRIETARY RIGHTS

4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, LCT Software reserves all rights, title and interest in and to the Service and any associated Software and documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

4.2. Restrictions. In addition to the other prohibitions set forth in these Terms, Customer will not and will ensure that its agents do not (i) create derivate works based on the Service, (ii) copy, frame or mirror any part or content of the Service, other than copying or framing on Customer’s own intranets or otherwise for Customer’s internal business purposes in accordance with LCT Software’s applicable documentation, (iii) reverse engineer the Service, or (iv) access the Service (inclusive of any APIs) in order to build or patent a competitive product or service or to copy any features, functions or graphics of the Service.

4.3. Communication Data Ownership. Customer reserves all its rights, title and interest in and to the Communication Data. No rights are granted to LCT Software hereunder with respect to the Communication Data, except that LCT Software may (i) store, copy, process, and transmit such Communication Data for purposes of providing the Service to Customer and (ii) otherwise utilize Communication Data if and as permitted by LCT Software’s Privacy Policy.

4.4. Customer Suggestions. Customer grants LCT Software a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service (or LCT’s other software or services) any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or End Users relating to the operation or features of the Service.

5. CONFIDENTIALITY

5.1. Definition. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) is available to the public pursuant to applicable law.

5.2. Protection. Except as otherwise permitted in writing by the Disclosing Party and subject to the other terms of this Agreement and LCT Software’s Privacy Policy, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who are legally bound to protect such Confidential Information consistent with these Terms.

5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest, limit, or protect the disclosure.

6. WARRANTIES AND DISCLAIMERS

6.1. Specifications. Subject to the limitations set forth below, LCT Software warrants that the Service will operate in all material respects in accordance with the Specifications. As Customer’s sole and exclusive remedy

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 16
UC_8045908.7
and LCT Software’s entire liability for any breach of the foregoing warranty, LCT Software will use commercially reasonable efforts to modify the Service so that it conforms to the foregoing warranty.

6.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LCT SOFTWARE DOES NOT MAKE ANY WARRANTIES

OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LCT SOFTWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LCT Software will not be responsible to the extent failure of the Service to operate as warranted is caused by or results from:
(i) any modification to the Service other than a Supported Modification; (ii) combination, operation or use of the Service with Customer’s or a third party's applications, software or systems; (iii) abuse, willful misconduct or negligence by anyone other than LCT Software or LCT Software’s designee; (iv) use of the Service other than in accordance with the terms of this Agreement and/or the applicable Specifications and LCT Software’s user documentation for the Service or (v) any of the SLC Exclusions (as defined in Exhibit B, the Service Level Commitment).

7. MUTUAL INDEMNIFICATION

7.1. Indemnification by Customer. To the extent permitted by applicable law, Customer will defend (or settle), indemnify and hold harmless LCT Software, its officers, directors, employees and subcontractors, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third-party claim: (i) that a third party has suffered injury, damage or loss resulting from Customer’s or any End User’s use of the Service (other than any claim for which LCT Software is responsible under Section 7.2); or (ii) arising out of Customer’s or any End User’s use of the Service in a manner that violates these Terms or applicable law. Customer’s obligations under this Section 7.1 are contingent upon: (a) LCT Software providing Customer with prompt written notice of such claim; (b) LCT Software providing reasonable cooperation to Customer, at Customer’s expense, in defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim.

7.2. Indemnification by LCT Software. LTC Software will defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Service, as furnished by LCT Software hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer. LCT Software’s obligations under this Section 7.2 are contingent upon: (a) Customer providing LCT Software with prompt written notice of such claim; (b) Customer providing reasonable cooperation to LCT Software, at LCT Software’s expense, in the defense and settlement of such claim; and (c) LCT Software having sole authority to defend or settle such claim. THIS SECTION 7.2 STATES THE ENTIRE OBLIGATION OF LCT SOFTWARE AND ITS LICENSORS

WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE. LCT Software will have no liability under this Section 7.2 to the extent that any third-party claims described herein are based on any combination of the Service with products, services, methods, or other elements not furnished by LCT Software, or any use of the Service in a manner that violates this Agreement or the instructions given to Customer by LCT Software.

7.3. Mitigation Measures. In the event that (i) any claim or potential claim covered by Section 7.2 arises or (ii) LCT Software’s right to provide the Service is enjoined or in LCT Software’s reasonable opinion is likely to be enjoined, LCT Software may, in its discretion, seek to mitigate the impact of such claim or injunction by obtaining the right to continue providing the Service, by replacing or modifying the Service to make it noninfringing, and/or by suspending or terminating Customer’s use of the Service with reasonable notice to Customer. In the case of a suspension or termination pursuant to this Section 7.3, LCT Software will refund to Customer a portion of fees prepaid by Customer for the then-current Subscription period, prorated to the portion of that Subscription period that is affected by the suspension or termination.

8. LIMITATIONS OF LIABILITY. EXCEPT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 7.1 AND 7.2, MISAPPROPRIATION OR VIOLATION OF LTC SOFTWARE’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S FAILURE TO PAY AMOUNTS OWED TO LTC SOFTWARE, IN NO EVENT WILL EITHER PARTY’S

LIABILITY TO OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 17
UC_8045908.7

OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY

OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT.

8.1. Exclusion of Damages. EXCEPT IN THE CASE OF MISAPPROPRIATION OR VIOLATION OF LTC SOFTWARE’S

INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN

CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,

EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL,

SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS

OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR

INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT

PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS EXCLUDES

OR RESTRICTS THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE.

8.2. Security and Other Risks. Customer acknowledges that, notwithstanding security features of the Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure.

Subject only to its limited warranty obligations set forth in Section 6, LCT Software will have no liability for any security breach caused by any such persons, entities, or technologies. Customer further acknowledges that the Service is not guaranteed to operate without interruptions, failures, or errors. If Customer or End Users use the Service in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will, to the extent permitted by applicable law, indemnify LCT Software and hold it harmless against those risks.

8.3. Basis of Bargain. THE LIMITATIONS OF LIABLITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 8 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LCT SOFTWARE AND CUSTOMER AND WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.

9. SUBSCRIPTION PERIOD AND TERMINATION

9.1. Term of End User Subscriptions. End User Subscriptions purchased by Customer commence on the start date specified in the applicable Order and, unless terminated earlier in accordance with these Terms, continue for the term specified therein (the “Subscription Period”). A Subscription Period and/or pricing there on may be subject to prorating where LCT Software deems it appropriate to cause newly purchased Subscriptions to expire or renew simultaneously with Customer’s pre-existing Subscription(s). Except as otherwise specified in the applicable Order, all Subscriptions will automatically renew for additional Subscription Periods equal to the expiring Subscription Period or one year (whichever is shorter), unless either party gives the other at least sixty (60) days’ notice of non-renewal before the end of the relevant Subscription Period. The per-unit pricing during any such renewal Subscription Period may be subject to annual pricing increase as designated by LCT Software and notified to Customer. Pricing increases will be effective upon renewal of the Subscription Period and annually thereafter, unless otherwise agreed to by the parties. If either party provides notice of non-renewal as set forth above, Customer’s right to use the Service will terminate at the end of the relevant Subscription Period.

9.2. Termination or Suspension for Cause. A party may terminate any Subscription for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. In addition, LCT Software may, at its sole option, suspend or terminate Customer’s or any End User’s access to the Service, or any portion thereof, immediately if LCT Software, in its sole

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 18
UC_8045908.7
discretion: (i) if suspects that any person other than Customer or an End User is using or attempting to use Security Data, (ii) suspects that Customer or an End User is using the Service in a way that violates these Terms and could expose LCT Software or any other entity to harm or legal liability, or (iii) is or reasonably believes it is required to do so by law or court order.

9.3. Effect of Termination. Within thirty (30) calendar days following the end of Customer’s final Subscription Period, Customer may request in writing LCT Software to provide a copy of Customer’s data and associated documents in a database dump file format. LCT Software will comply in a timely manner with such request, provided that Customer (a) pays all costs of and associated with such copying, as calculated at LCT Software’s then-current time-and-materials rates; and (b) pays any and all unpaid amounts due to LCT Software.

9.4. Surviving Provisions. Sections 4 (Proprietary Rights), 5 (Confidentiality), 6.2 (Disclaimer), 7 (Mutual Indemnification), 8 (Limitation of Liability), 9.3 (Effect of Termination), 9.4 (Surviving Provisions) and 10 (General Provisions) of these Terms will survive any termination or expiration of this Agreement.

10. GENERAL

10.1. Notice. Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) sending by confirmed email if sent during the recipient’s normal business hours (or, if not, then on the next business day). Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Service (or such other address as the recipient may thereafter specify by notice given in accordance with this Section 10.1).

10.2. Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law’s provisions. The exclusive jurisdiction and venue of any action related to the Service or this Agreement will be the state and federal courts located in California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

10.3. Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Customer will not permit End Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction.

10.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties.

10.5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, or if it cannot be so modified, then severed, and the remaining provisions of this Agreement will remain in full force and effect.

10.7. Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of LCT Software. Any attempted assignment or transfer, without such consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.8. Publicity. Subject to the provisions of Section 5, each party will have the right to publicly announce the existence of the business relationship between parties. In addition, during the Subscription Period of Customer’s Service use, LCT Software may use Customer’s name, trademarks, and logos (collectively, “Customer’s Marks”) on LCT Software’s websites and marketing materials to identify Customer as LCT Software’s customer, and for providing the Service to Customer; provided that, LCT Software will use

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 19
UC_8045908.7
commercially reasonable efforts to adhere to any usage guidelines furnished by Customer with respect to Customer’s Marks.

10.9. Force Majeure. The Parties will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from acts of God; flood, fire, earthquake or explosion; war or hostilities; terrorist threats or acts; cyberattacks; riot or other civil unrest; government order, law, or other acts of governmental authorities; embargoes or blockades; emergencies; epidemic or other illness outbreaks; or other circumstances or causes beyond the reasonable control of the Party. The impacted Party will promptly notify the other Party of such force majeure event and shall use reasonable efforts to reduce the consequences of the event and to resume performance of all relevant obligations as soon as possible.

10.10. Entire Agreement. These Terms, including any attachments hereto as mutually agreed upon by the Parties, constitute the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no additional or conflicting terms or conditions stated in Customer’s order documentation will be incorporated into or form any part of these Terms, and all such terms or conditions will be null.

ITEM NO. 4.

This Page
Intentionally
Left Blank

ITEM NO. 4.

GovPath is a DBA of TruePoint Solutions, LLC
TruePoint Solutions, LLC
950 East State Highway 114, Suite 105
Southlake
Texas
United States 76092
[email protected]
Quote
Valid Until: Jun 30, 2026
Quote Number: 6401714000019074396
BILL TO:

Los Gatos, CA
P.O. Box 655
Los Gatos
CA
95031-0655
SHIP TO:

Los Gatos, CA
110 E. Main St.

Los Gatos
CA
Account Name: Los Gatos, CA Quote Stage: Delivered
Contact Name: Tania Maheu
S.No
.

Product Details Quantit
y
List Price Total
1 DigEplan Software
Los Gatos, CA DigEplan RENEWAL, term 7/1/2026 thru 6/30/2027 for 25 seats
1 $
29,229.48
$ 29,229.48
2 DigEplan Software
Los Gatos, CA DigEplan RENEWAL, term 7/1/2027 thru 6/30/2028 for 25 seats
1 $
30,106.36
$ 30,106.36
3 DigEplan Software
Los Gatos, CA DigEplan RENEWAL, term 7/1/2028 thru 6/30/2029 for 25 seats
1 $
31,009.56
$ 31,009.56
4 DigEplan Software
Los Gatos, CA DigEplan RENEWAL, term 7/1/2029 thru 6/30/2030 for 25 seats
1 $
31,939.84
$ 31,939.84
5 DigEplan Software
Los Gatos, CA DigEplan RENEWAL, term 7/1/2030 thru 6/30/2031 for 25 seats
1 $
32,898.04
$ 32,898.04
Sub Total
Discount
$
155,183.28
$ 0.00
Tax $ 0.00
Adjustment $ 0.00
Grand Total $
155,183.28

ITEM NO. 4.

This Page
Intentionally
Left Blank

ITEM NO. 4.

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: 06/16/2026
ITEM NO: 5
DATE: June 4, 2026
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Authorize the Town Manager to Execute a Fourth Amendment to the Contract for Legal Services with the Law Firm of Atchison, Barisone & Condotti to Increase the Contract Amount by $40,000 in an Amount Not to Exceed $340,000 for Services Provided During the Contract Term of December 2022 through June 30, 2026
RECOMMENDATION: Authorize the Town Manager to execute a fourth amendment to the contract for legal services with the law firm of Atchison, Barisone & Condotti to increase the contract amount by $40,000 from $300,000 to a cumulative contract amount not to exceed $340,000 for the entire contract term beginning in December 2022 and ending 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. The proposed increase does not represent a one-year expenditure. The requested not-to-exceed amount of $340,000 is the cumulative contract authorization for the entire contract term from December 2022 through June 30, 2026.

STRATEGIC PRIORITY:

This item does not directly support a Strategic Priority but does align with the Core Goal of Good Governance.

ITEM NO. 5.

PAGE 2 OF 2
SUBJECT: Fourth Amendment to the Atchison Barisone and Condotti Agreement DATE: June 4, 2026
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.

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.

In January 2026, the Town Attorney's Office entered into a third amendment to the agreement with the law firm of Atchison, Barisone & Condotti for a total contract not to exceed $300,000.

The Town Attorney’s Office is seeking Town Council approval of a fourth amendment to the existing contract in the amount of $40,000, increasing the cumulative contract authorization from $300,000 to a total amount not to exceed $340,000 through June 30, 2026, which covers three and one-half years of services. The proposed $340,000 amount is not an annual contract amount or annual expenditure authorization; rather, it represents the aggregate not-to-exceed amount authorized for all legal services provided under the agreement and its amendments during the period from December 2022 through June 30, 2026. 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. Fourth Amendment to Agreement

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

ITEM NO. 5.

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

FOURTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT

BETWEEN TOWN OF LOS GATOS AND ATCHISON, BARISONE & CONDOTTI, LLP THIS FOURTH AMENDMENT (“Fourth Amendment”), effective as of June 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 a 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, on January 1, 2026, Town and Consultant entered into a Third Amendment to the Agreement to revise the budget for legal services to add another $50,000 to the prior budget amount, for a total of $300,000 and extended the term of the Agreement to June 30, 2026.

WHEREAS, Town and Consultant agree to enter into this Fourth Amendment to the Agreement to revise the budget for legal services to add another $40,000 to the prior budget amount, for a total of $340,000 until June 30, 2026.

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

1. Section 2.6 “Compensation” of the Agreement is hereby amended to replace the last sentence in this section from the Third Amendment, with the following:
“2.6. Compensation.
“Payment for legal services shall not exceed an additional $40,000, totaling $340,000 for Consultant’s on-call legal services until June 30, 2026.”

2. Except as amended by this Fourth 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 ATTACHMENT 1

ITEM NO. 5.

Fourth Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, LLP Fourth Amendment to Atchison Barisone & Condotti On-Call Municipal Law Services Agreement Page 2 successor-in-interest to Atchison, Barisone & Condotti, APC. The terms of this Fourth Amendment shall control if any conflict exists.

3. Each party acknowledges that it has reviewed this Fourth 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.

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

5. The Parties may execute this Fourth 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.

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

IN WITNESS WHEREOF, the Town and the Consultant have executed this Fourth 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. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 Third Amendment to Consultant Services Agreement with Atchison, Barisone& Condotti, APC

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" ofthe 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." Third Amendment to Atchison Barisone& Condotti On- Call Municipal Law Services Agreement Page 1 ATTACHMENT 2

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 Third Amendment to Consultant Services Agreement with Atchison, Barisone& Condotti, APC

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.

Appr vgil,, , To Form:

Brv t,. t' t' ktiettA, Date: 1/ 30/ 2026
y
EFU6 38AS
Gabrielle Whelan, Town Attorney
CONS 1 TDkl' gneA ' CHISON, BARISONE& CONDOTTI, LLP
By: Date: 1/ 28/ 2026
4U t49 4 427,..

Barbara j oi, Partner
TO WeIHQS GATOS
B (,&, rs Comfodivt, Date: 2/ 2/ 2026
y
3 FU3F 3LF' CE-428.,
Chris Constantin, Town Manager
Third Amendment to Atchison Barisone& Condotti On- Call Municipal Law Services Agreement Page 2

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6

EXHIBIT A
ANTHONY P. CONDOTTI

ATCHISON, BARISONE& CONDOTTI KAYLEN R. ANDERSON
BARBARA H. CHOI
a
ALEX V. AVAKIANTZ
CATHERINE M. BRONSON STEPHANIE M. DUCK
ALEX C. GEISE
STEPHANIE Y. HALL
OF COUNSEL CLAIRE D. HARD
JOHN G. BARISONE 10 litti11 JENNEEN E.

SAMUEL L.

KIRA J. PETERSEN
ESTABLISHED IN 1964 VICTORIA K. THOMPSON

ATCHISON, BARISONE & CONDOTTI ASHILAUREUW° is
PO BOX 481, SANTA CRUZ, CALIFORNIA 95061- 0481
P: 831- 423- 8383; F: 831- 576- 2269
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 ofthe year following the effective date ofthis 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. 5.

Docusign Envelope ID: 0C671978- 710D- 10B3- 8B70- C2CF9CDFBOC6 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 10 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 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 ofthe 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:

1. Section 2. 6 " Compensation" ofthe 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 ofthe original and First Amendment to the Agreement, and annual fee adjustments shall remain in full force and effect. The terms ofthis 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 ofthis Second Amendment.

4. The unenforceability, invalidity or illegality of any provision( s) ofthis 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 ofwhich, 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 1

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6

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.

Apprpve4 b ' o Form:

B
AtiVitlitkattin, Date:
12/ 16/ 2024
y
EFD-67" 87X553Z428...

Gabrielle Whelan, Town Attorney
CON re .. ned. TCHISON, BARISONE& CONDOTTI, APC
By:
it
Date:
12/ 12/ 2024
6-9F-9$ FEC36914D9...
theminVdbcondotti, President
By: Date: 12/ 11/ 2024y 4D749A214F r427...

Barbara H. Choi, Treasurer

TO J,,QS GATOS
B
S C6IA. StetiAlitn,
D
12/ 16/ 2024
y. E-FG3-r232F-1 B428...
ate'
Chris Constantin, Town Manager

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 10B3- 8B70- C2CF9CDFBOC6 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" ofthe 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 ofthe 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 ofthe 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

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 First Amendment to Consultant Services Agreement with Atchison, Barisone& Condotti, APC 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
By: UOuti Date:
4/ 15/ 2024
EFD6738A5534428...

Gabrielle Whelan, Town Attorney
CoN T
iTa t1a 4TCHISON, BARISONE& CONDOTTI, APC
B : Q b 1/ Cbv" Date:
4/ 9/ 2024
y
A own b :ondotti, President
By: Date: 4/ 9/ 2024
C artarai-YFLnoi, Treasurer
TO u V , lATOS
B
p ry i
Date:
4/ 15/ 2024
y 853FE- EEB39474...

Laurel Prevetti, Town Manager
First Amendment to Atchison Barisone& Condotti On- Call Municipal Law Services Agreement Page 2

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 10B3- 8B70- C2CF9CDFBOC6

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.

I. RECITALS

1. 1 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

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 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. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 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. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6

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. 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 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. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 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.

Atchison, Barisone and Condotti APC- On- Call Municipal Law Services Agreement Page 5 of 7

ITEM NO. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6

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 Atchison, Barisone and Condotti APC
Attn: Town Clerk Attn: Jennifer Quek
110 E. Main Street P. O. Box 481
Los Gatos, CA 95030 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. 5.

Docusign Envelope ID: 0C671978- 710D- 40B3- 8B70- C2CF9CDFBOC6 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.

DocuSigned by:
lu&&bUU1 ( 1Ut,4,bftt 12/ 9/ 2022
2ff3FfF477M43F
Anthony P. Condotti, President Date
Atchison, Barisone & Condotti
DocuSigned by:
6/410.Off
12/ 9/ 2022
4D A2' I F7F4'/...

Barbara H. Choi, Treasurer Date
Atchison, Barisone & Condotti
Approved:

TOWN OF LOS GATOS
DocuSigned by:

AU ra frc
853 i` EEAEC33947©...

Laurel Prevetti, Town Manager
Approved as to Form:

DocuSigned by:
ktizttA,
eli5 4428... GabrEF Whelan, Town Attorney
Attest:

DocuSigned by:

PUA UN(L

12. P4Pg- C. IRE2C211P8..

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

ITEM NO. 5.

PREPARED BY: Bridgette Falconio
Administrative Technician
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: 06/16/2026
ITEM NO: 6
DATE: June 4, 2026
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Authorize the Town Manager or Designee to Enter into a Litigation Legal Services Agreement for FY 2026-27 with Goldfarb and Lipman in an Amount Not to Exceed $200,000
RECOMMENDATION: Authorize the Town Manager or designee to enter into a Litigation Legal Services Agreement for FY 2026-27 with Goldfarb and Lipman in an amount not to exceed $200,000.

FISCAL IMPACT:

The proposed action will authorize a contract in the amount of $200,000 for Land Use Litigation services in Fiscal Year 2026-27. Funds have been budgeted for these services in account 1111301-63215, and sufficient funds are available.

STRATEGIC PRIORITY:

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

BACKGROUND:

In July 2022, the Town Attorney’s Office entered into an agreement with Goldfarb & Lipman LLP to provide specialized housing law legal services. Over the past four years, the firm has assisted the Town with Housing Element issues, SB 330 projects, and land use litigation. Continued representation remains necessary for two existing cases.

ITEM NO. 6.

PAGE 2 OF 2
SUBJECT: Goldfarb Litigation Agreement FY 2026-27
DATE: June 4, 2026
For FY 2026-27, the Town Attorney’s Office recommends entering into a new agreement that provides legal services for land use litigation. The Town Attorney’s Office retains Goldfarb and Lipman as a single source vendor as allowed under Town Code section 2.50.130(b)(2).

DISCUSSION:

The proposed Legal Services Agreement will cover legal representation and advice on land use litigation, including two existing cases. Goldfarb & Lipman is recognized statewide as an expert in Housing Element law and is uniquely qualified to represent the Town in these matters.

A new contract for FY 2026-27, with a not-to-exceed amount of $200,000, ensures the Town has the necessary resources to address pending litigation matters.

CONCLUSION:

Staff recommends that the Town Council authorize the Town Manager or designee to enter into a Litigation Legal Services Agreement with Goldfarb & Lipman for FY 2026-27 for an amount not to exceed $200,000.

COORDINATION:

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

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Land Use Litigation Agreement

ITEM NO. 6.
5018794.1
June 16, 2026
via electronic mail
Gabrielle Whelan, Town Attorney
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95030
[email protected]
Re: Legal Services – Town of Los Gatos– Land Use Litigation Dear Gabrielle:

Goldfarb & Lipman LLP would be pleased to provide legal services to the Town of Los Gatos (the Town) in connection with the following land use litigation matters as authorized in writing by the Town for the period from July 1, 2026 to June 30, 2027:
a) The Town of Los Gatos, a California municipal corporation vs Arya Properties, LLC et al Case Number: 25CV462276 (Arya Matter) b) Los Gatos LLC vs The Town of Los Gatos, Case Number: 25CV467536 (Capri Matter)
Dolores Bastian Dalton will have primary responsibility for our work on the Arya matter and Celia W. Lee will have primary responsibility on the Capri matter. Barbara E. Kautz, Brandon V. Stracener and Nazanin Salehi will provide assistance in both matters. Our goal is to provide you with quality legal services, on schedule and at a reasonable cost. To that end, we may also draw on the services of other colleagues as needed to provide the most cost-effective services.

Our fees will be billed on an hourly basis at the rates set forth in the attached Rate Schedule, and payable monthly based on the number of hours expended on the matter with a maximum of $200,000 for the period from July 1, 2026 to June 30, 2027. Our billing rates for this matter reflect our discounted rates for legal advice and representation for public entity clients and are subject to the increases described in attached Goldfarb & Lipman's Legal Representation Policies and Procedures. Our hourly rates are adjusted from time to time and may change during the course of our engagement upon sixty (60) days prior written notice to you. If you choose not to consent to the increased rates, you may terminate our services by written notice effective when received by us. The time charged will include, but is not limited to, the time spent on telephone calls, emails and other electronic communications relating to the transaction, including calls and emails with Town staff and other parties and attorneys.

ATTACHMENT 1

ITEM NO. 6.

Gabrielle Whelan, Town Attorney
Town of Los Gatos
June 16, 2026

5018794.1
The legal personnel assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement.

Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement.

Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given.

When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above.

Please call us if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to us at: [email protected] and [email protected] and keep a copy for your files.

We appreciate the opportunity to work with you and Town staff members and look forward to representing the Town of Los Gatos on this matter.

Very truly yours,

DOLORES BASTIAN DALTON

ITEM NO. 6.

Gabrielle Whelan, Town Attorney
Town of Los Gatos
June 16, 2026

5018794.1
CELIA W. LEE
Enclosures: Rate Schedule; Billing Policies and Procedures ACCEPTED AND AGREED:

TOWN OF LOS GATOS
By:

Its:

Date:

ITEM NO. 6.
5018794.1
Goldfarb & Lipman LLP
Billing Rates Per Hour
Partner $390-$410
Senior Counsel $385-$410
Associate $295-$385
Senior Law Clerk $275
Law Clerk $225
Project Coordinator $225

ITEM NO. 6.
5018794.1
Dear Client:

GOLDFARB & LIPMAN LLP

LEGAL REPRESENTATION POLICIES AND PROCEDURES
Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees and payment terms. Accordingly, this letter is intended to briefly explain our billing policies and procedures. We encourage you to discuss with us any questions you may have concerning these policies and procedures.

To determine the value of our services, we require each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the responsible billing attorney. Our billing rates for services rendered for partners, associates, and for paralegals are attached. Our hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of our engagement upon 60 days prior written notice to you.

It is our policy to serve you with the most effective support systems available. Therefore, in addition to our fees for legal services, we may also charge the actual costs for messengers, delivery other than by US postal service, court costs, and other costs and expenses incurred on your behalf that are reasonably necessary for our representation of you.

Our billing statements are due and payable upon receipt. Clients whose statements are not paid within 30 days of the statement date may be assessed a late charge on the unpaid balance at the rate of one-and-a-half percent per month.

We carry professional liability insurance above the limits required by law.

It is our policy to retain and ultimately destroy all files, documents, records, and writings relating to each engagement for which we have been retained without notifying clients or former clients of the destruction of these items. At the termination of services and conclusion of a matter covered by this agreement, we will release promptly upon your request all of your client papers and property, subject to any protective order, state statute, or nondisclosure agreement. After seven years have passed since the conclusion of such matter, we may dispose of your client papers and property. If you wish to have us retain your papers and property beyond seven years after the conclusion of such matter, you must make separate written arrangements with us. Client papers and property include: electronic and hard copy versions of any correspondence, pleadings, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to the client's representation, whether the client has paid for them or not.

In closing, let us assure you that it has always been and will continue to be our goal to provide legal services to you on the most efficient and cost effective bases possible. If you have any questions or comments regarding our billing policies, please feel free to contact us. Thank you for your continued cooperation.

Very truly yours,

GOLDFARB & LIPMAN LLP

ITEM NO. 6.

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

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/16/2026
ITEM NO: 7
DATE: May 29, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Second Amendment to an Agreement with NHA Advisors, LLC for Fiscal Condition Analysis, Fiscal Impact Analysis, and Asset Liability Management Studies to Extend the Contract to December 31, 2026
RECOMMENDATION: Authorize the Town Manager to execute a second amendment to an agreement with NHA Advisors, LLC for fiscal condition analysis, fiscal impact analysis, and asset liability management studies to extend the contract to December 31, 2026.

FISCAL IMPACT:

There is no fiscal impact associated with executing this second amendment, as it solely extends the contract term to December 31, 2026. The amendment does not change the original contract amount, and sufficient funds for the remaining services are included in the FY 2026-27 budget.

STRATEGIC PRIORITY:

The proposed project aligns with the Strategic Priority to ensure prudent financial management to result in structurally balanced five-year forecasts and fully funded five-year Capital Improvement Plans, managing liabilities such as pension costs and leveraging the Town’s assets, efficiencies, partnerships, and revenue streams. Define and implement a cohesive deferred capital improvement program for Town facilities and lifecycle assets.

BACKGROUND:

On October 21, 2025, the Town Council authorized the Town Manager to execute an agreement with NHA Advisors, LLC for fiscal condition analysis, fiscal impact analysis, and asset liability management studies.

ITEM NO. 7.

PAGE 2 OF 2
SUBJECT: NHA Advisors LLC Second Amendment to Agreement DATE: May 29, 2026
On April 7, 2026, the Town Council authorized the Town Manager to execute a first amendment with NHA Advisors, LLC for fiscal condition analysis, fiscal impact analysis, and asset liability management studies to extend the term and time of performance to June 30, 2026.

DISCUSSION:

Staff is requesting that we extend NHA’s current contract to December 31, 2026, to ensure there is an active contract on file through the completion of all services. An updated timeline to complete all services is included below:
8/10/26 Present all 3 final studies to the Finance Commission 8/17 or 9/1 Present all 3 final studies to the Town Council CONCLUSION:

Staff recommend that the Town Council authorize the Town Manager to execute a second amendment to an agreement with NHA Advisors, LLC for fiscal condition analysis, fiscal impact analysis, and asset liability management studies.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Draft NHA Advisors LLC Second Amendment to Agreement

2. NHA Advisors LLC First Amendment to Agreement

3. NHA Advisors LLC Original Agreement

ITEM NO. 7.

AMENDMENT TO AGREEMENT

Amendment to Agreement
NHA Advisors, LLC
This AMENDMENT TO AGREEMENT amends that certain agreement titled NHA Advisors LLC - Fiscal Condition Analysis, Fiscal Impact Analysis, Asset Liability Management Studies dated 11/10/2025, made by and between the Town of Los Gatos, ("Town,") and NHA Advisors, LLC (“Contractor”), a Limited Liability Company and whose address is 4040 Civic Center Drive, Suite 200, San Rafael CA 94903.

RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services on 11/10/2025, (“Agreement”).

B. Town and Consultant entered into a First Amendment for Consultant Services on 06/01/2026, ("Amendment").

C. The parties desire to amend the Agreement in order to extend term and time of performance.

AMENDMENT
A. Section 2.2 Term and Time of Performance: This contract will remain in effect until December 31, 2026.

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

ITEM NO. 7.

Amendment to Agreement Page 2 of 2
NHA Advisors, LLC
TOWN OF LOS GATOS NHA Advisors, LLC
**signature_135102**

SIGNATURE
Chris Constantin

FULL NAME
Town Manager
TITLE
**date_signed_135102**

DATE SIGNED
**signature_135105**

SIGNATURE
Mark Northcross

CONTRACTOR SIGNATORY'S FULL NAME
Principal

CONTRACTOR SIGNATORY'S TITLE
**date_signed_135105**

DATE SIGNED
Approved as to form:
**signature_135103**

SIGNATURE
Gabrielle Whelan

FULL NAME
Town Attorney
TITLE
**date_signed_135103**

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

Attachments:

A - NHA Executed Agreement

ITEM NO. 7.

AMENDMENT TO AGREEMENT

Amendment to Agreement
NHA Advisors, LLC
This AMENDMENT TO AGREEMENT amends that certain agreement titled Fiscal Condition Analysis, Fiscal Impact Analysis, Asset Liability Management Studies dated 11/10/2025, made by and between the Town of Los Gatos, ("Town,") and NHA Advisors, LLC (“Contractor”), a Limited Liability Company and whose address is 4040 Civic Center Drive, Suite 200, San Rafael CA 94903.

A. Town and Contractor entered into an Agreement for Services on 11/10/2025 (“Agreement”).

B. The parties desire to amend the Agreement in order to extend term and time of performance.

AMENDMENT
A. Section 2.2 Term and Time of Performance: This contract will remain in effect until June 30, 2026.

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

Attachments:

A - NHA Executed Agreement
Docusign Envelope ID: BAE5011A-FB45-81DF-83E7-DE4CE71ECD30

ITEM NO. 7.

TOWN OF LOS GATOS NHA Advisors LLC
**signature_90786**

SIGNATURE
Chris Constantin

FULL NAME
Town Manager
TITLE
**date_signed_90786**

DATE SIGNED
**signature_90787**

SIGNATURE
Mark Northcross

CONTRACTOR SIGNATORY'S FULL NAME
Principal

CONTRACTOR SIGNATORY'S TITLE
**date_signed_90787**

DATE SIGNED
Approved as to form:
**signature_90784**

SIGNATURE
Gabrielle Whelan

FULL NAME
Town Attorney
TITLE
**date_signed_90784**

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

Docusign Envelope ID: BAE5011A-FB45-81DF-83E7-DE4CE71ECD30 6/1/2026
6/1/2026
6/1/2026

ITEM NO. 7.

Exhibits List
A - NHA Executed Agreement
Docusign Envelope ID: BAE5011A-FB45-81DF-83E7-DE4CE71ECD30

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on 10/ 28/ 2025 by and between TOWN OF LOS GATOS, a California municipal corporation, (" Town") and NHA Advisors, LLC, (" Consultant"), whose address is 4040 Civic Cener Drive, Suite 200, San Rafael CA 94903. This Agreement is made with reference to the following facts.

RECITALS

1. 1 The Town desire to engage Consultant to provide fiscal condition analysis, fiscal impact analysis, and asset liability management studies.

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

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

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

II. AGREEMENTS

2. 1 Scope of Services. Consultant shall provide services as described in that certain proposal sent to the Town on 09/ 22/ 2025 and as required under the Town of Los Gatos Request for Proposal issued ( 08/ 20/ 2025), which are both hereby incorporated by reference and attached as Exhibit A.

2. 2 Term and Time of Performance. This contract will remain in effect for six months after execution date.

2. 3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

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

2. 5 Information/ Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town' s property and shall be delivered to the Town upon the completion of Consultant' s services or at the Town' s written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and NHA Advisors, LLC Agreement

Attachment 3

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C the Consultant shall not make any of these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town' s use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town' s risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.

2. 6 Compensation. Compensation for Consultant' s professional services shall not exceed 191, 000, inclusive of all costs. Payment shall be based upon Town approval of each task.

See breakdown below. Any change of scope to include optional items not currently approved by this agreement will require a written amendment.

Study/ Task Cost
Study 1: Fiscal Conditional Analysis 105, 500
Study 2: Fiscal Impact Analysis 18, 000
Study 3: Asset Liability Management 50, 000
Team Management for Studies 1 & 2 17, 500
Total Cost: 191, 000

2. 7 Billing. Billing shall be monthly by invoice within forty-five (45) 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: ap@losgatosca. gov

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.

NHA Advisors, LLC Agreement

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C

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 of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town' s sole discretion, sever any such employment relationship.

2. 12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

III. INSURANCE AND INDEMNIFICATION

3. 1 Minimum Scope of Insurance:

NHA Advisors, LLC Agreement

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/ her and his/ her firm to an amount not less than: two million dollars ($ 2, 000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/ her and his/ her staff to an amount not less than one million dollars ($ 1, 000, 000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements affecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1, 000, 000 which is sufficient to insure Consultant for professional errors or omissions in the performance ofthe 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.
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.

NHA Advisors, LLC Agreement

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C

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

IV. GENERAL TERMS

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

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

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

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

NHA Advisors, LLC Agreement

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C

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 NHA Advisors, LLC
Attn: Town Clerk 4040 Civic Center Drive Suite 200
110 E. Main Street San Rafael, CA 94903
Los Gatos, CA 95030
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 with respect to 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: Consultant, by:

Signed by: DocuSigned by:

L&vis CbtA, SWIA, 11/ 10/ 2025 g f, 11/ 5/ 2025
37D-31- 32F1B428... 71 2F3127D0 468...

Chris Constantin, Town Manager Mark Northcross, Principal, NHA Advisors LLC Recommended by:

Signed by:
iffa (Jk, Vt 11/ 5/ 2025
aao F Fe1-@8* FF...

Gitta Ungvari, Finance Director
NHA Advisors, LLC Agreement

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Approved as to Form:

Signed by:
t rt1 t, tN . CI iA, 11/ 10/ 2025
EFD 6 73f3A553442 f3...

Gabrielle Whelan, Town Attorney
Attest:

Signed by:

Wt, Ut, , bl ( Pbbj, 11/ 10/ 2025
26A726C4AEGA4D9...

Wendy Wood, CMC, Town Clerk
NHA Advisors, LLC Agreement

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C SEPTEMBER 22, TOWN OF LOS GATOS
2025
PROPOSAL FOR STUDIES 1 AND 2:

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR

AND LONG- TERM FORECAST
AND

FISCAL IMPACT ANALYSIS
PROVIDED IN RESPONSE TO:

REQUEST FOR PROPOSALS DATED AUGUST 20, 2025:

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONGTERM FORECAST, FISCAL IMPACT ANALYSIS, AND ASSET

LIABILITY MANAGEMENT
N
STUDY
3: \
OF

SUBMITTED BY

NHA I ADVISORS
Financial & Policy Strategies.

Delivered.

RAFTELIS

WILLDAN

EXHIBIT A

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Table of Contents

1. COVER LETTER 1

2. COMPLETED CERTIFICATION FORMS 3

3. SCOPE COMMENTS AND METHODOLOGY 16

4. EXPERIENCE AND EXPERTISE 31

5. KEY PERSONNEL AND RESUMES 35

6. TIMELINE AND WORK PLAN 36

7. SAMPLES OF COMPARABLE PROJECTS 37

8. DISCLOSURE OF ABSENCE OF LITIGATION OR DISCIPLINE OVER LAST FIVE YEARS 37

9. REFERENCES 38

10. PRELIMINARY FEE SCHEDULES 43

11. STATEMENT OF INSURANCE COVERAGE 46

12. TOOLS, DATA SOURCES, AND USE OF Al 47
APPENDIX A: NHA RESUMES
APPENDIX B: RAFTELIS RESUMES
APPENDIX C: WILLDAN RESUMES
APPENDIX D: WAUKESHA COUNTY WI BUDGET TASK FORCE REPORT APPENDIX E: RICHARDS RANCH FISCAL IMPACT REPORT
APPENDIX F: N HA' S REQUIRED MUNICIPAL ADVISOR DISCLOSURES

NHA I ADVISORS
Financial& Policy Strategies. RAFTELIS 11( WILLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct. Itia o) Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

1. COVER LETTER
September 22, 2025
Attn: Gitta Ungvari, Finance Director
Fi na nce@losgatosca. gov
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
RE: Proposal to Provide Study 1 ( Fiscal Condition Analysis) and Study 2 ( Fiscal Impact Analysis) Dear Ms. Ungvari,
NHA Advisors, LLC (" N HA") is very pleased to submit this proposal to deliver Study 1 Fiscal Condition Analysis and Study 2 Fiscal Impact Analysis to the Town of Los Gatos ( the " Town"). Our proposal represents a collaborative effort among three very well- qualified firms:

Proposing Firm Proposed Role
NHA Advisors LLC Lead Advisor: Overall Project Management for Studies 1 and 2 Independent Proposal for Study 3 Submitted Separately
Raftelis Financial Consultants Inc Subconsultant: Study 1 Willdan Subconsultant: Study 2
NHA Advisors has worked with both Raftelis and Willdan Finance before in other California cities and special districts. As a municipal advisor, the NHA team has coordinated many complex teams of both consultants and multiple stakeholders to deliver funding for major projects. Raftelis is a management consulting firm for local and regional governments with a national practice. Willdan is a civil engineering firm whose practice includes the delivery of key financial information, including fiscal impact analysis, for both local governments and land developers. Their practice is also national.

Collaboration is key to our approach: The fiscal condition analysis and forecast model will both inform and be informed by the fiscal impact analysis and the asset liability management work. A truly responsive multi-year forecasting model needs to address variables such as recessions, changes in the real estate market, major new real estate developments, and the ups and downs of CaIPERS. " Black swan" events are also key to a good forecast model. For example, how does the Town respond to a black swan such as a major wildfire?
A Practical Sustainable Tool: We recognize that a financial model only has lasting value if it becomes part of the Town' s management tool kit. Our team commits to delivering a model that is both detailed and user-friendly, enabling Town staff to update and apply it independently- without the need for consultants.

Real World Scenario Design: The partnership of all three firms enables us to design scenarios reflecting real- world assumptions about development patterns, service demands, long-term liabilities and " Black Swan" events. This ensures the Town can evaluate the fiscal and service- level implications of multiple scenarios, as well as understand the trade-offs between different policies and investment choices.

Communication Skills: Our team members have extensive and long-term experience in the public sector.

We know how to translate technical analysis into decision support packages that are clear, actionable and NHA IADVISORS Page1
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) accessible to governing bodies and the public. Just as important, we have extensive experience facilitating the tough conversations that local governments face when aligning resources with community priorities.

The stand- alone NHA proposal for Study 3 also includes an optional module for a " Task 4"— a long-term funding plan for wildfire risk reduction for the Los Gatos community.

As requested in the RFP, NHA provides the following statements as part of this cover letter:

Mark Northcross is the primary contact authorized to bind the firm.

NHA Advisors confirms acceptance of the Town' s Sample Consultant Services Agreement While we emphasize our team commitment to collaboration, we also will accommodate the Town individually selecting one of our team members for a particular task but not selecting other team members for their assigned tasks.

We are again very pleased to deliver this proposal for the kind of integrated financial management work that we see as integral and pivotal for the future of Los Gatos, as well as so many other local governments in our team' s collective client base.

Please feel free to contact us directly with any questions regarding this proposal.

Thank you for your consideration,
offi,
Mark Northcross Jonathan Ingram Mike Medve
Principal Vice President Principal Consultant
NHA Advisors LLC Raftelis Willdan
Mark@ NHAadvisors. com jingram@raftelis. com mmedve@willdan. com 415) 785- 2025 x2002 513) 221- 0500 949) 392- 0678

NHA I ADVISORS RAFTELIS WWI LLDAN
Financial& Policy Strategies. Delivered.

NHA IADVISORS Page2
Financial& Policy Strategies. RAFTELIS 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

2. COMPLETED CERTIFICATION FORMS
Conflict of Interest Statement ( NHA Advisors)
ATTACHMENT 1- C:ONFLICT OF LNTEREST STATEMENT

THIS FORM MUSI BE PRLNTED OUT, COMPLETED AND SUBMITTED WITH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY ALLNAGEMENT STUDY The undersigned declares:

LWe NHA Advisors LLC Insert Name) have the following financial, business, or other relationship with Town of Los Gatos that may have an impact upon the outcome of the contract. Ifnone. please specify that no other relationships may have an impact on this contract or Project.

No other relationships may have an impact on this contract or Project.

L'WWe NHA Advisors LLC Insert Name) have the following current clients who may have a financial interest in the outcome of this contract. If none. please specify that no other clients may have a financial interest with an impact on this contract or Project.

To our knowledge, no other clients have a financial interest with an impact on this contract or Project.

Pursuant to Government Code section 1090 and any other laws. rules and regulations that may apply. the Proposer covenants that neither it, its subcontractors nor employees presently have an interest, and shall not acquire any interest, direct or indirect, financial or otherwise that would conflict in any manner or degree with contract awarded from this RFP. Proposer certifies that to the best of its knowledge. no one who has or will have any financial interest in the contract awarded from this RFP is an officer or employee ofthe Town. Through its submittal of a proposal, Proposer acknowledges that it is familiar with Section 87100 et seq. and Section 1090 et seq. ofthe Government Code of the State of California and will immediately notify the Town if it becomes aware of' any facts concerning the contract to be awarded that constitute a violation of said provisions.

Furthermore, ifthere is reason to believe that collusion exists among the Proposers, the Town may refuse to consider proposals from participants in such collusion. No person, firm, or corporation under the same or different name, shall make, file. or be interested in more than one proposal for the same work unless alternate proposals are called for. A person, firm, or corporation who has submitted a sub- proposal to a Proposer, or who has quoted prices on materials to a Proposer, is not thereby disqualified from submitting a sub proposal or quoting prices to other Proposers. Reasonable ground for believing that any Proposer is NHA IADVISORS Page3
Financial& Policy Strategies. R A F T E L I S IVWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) interested in more than one proposal for the same work will cause the rejection of all proposals for the work in which a Proposer is interested. Ifthere is reason to believe that collusion exists among the Proposers, the Town may refuse to consider proposals from participants in such collusion. Proposers shall submit as part oftheir proposals documents the completed Non- Collusion Declaration provided herein.

I, on behalf of the Proposer, declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on September 22, 2025 date]. at San Rafael City]. California state].

NHA Advisors LLC Principal
Proposer Name Person, Firni Corp.) Title ofAuthorized Representative 4040 Civic Center Drive, Suite 200 Mark Northcross
Address Name ofAuthorized Representative
San Rafael, CA 94903
City. State. Zip
9/ 22/ 2025
Date) Signed)
NHA IADVISORS Page4
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Conflict of Interest Statement( Raftelis)
ATTACHMENT 1- CONFLICT OF LNTEREST STATEMENT

THIS FORM MUST BE PRLNTED OUT, COMPLETED AND SUBMITTED WITH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE-YEAR AND LONG-TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY The undersigned declares:

IWe Raftelis Financial Consultants, Inc. ( Insert Name) have the following financial. business, or other relationship with Town of Los Gatos that may have an impact upon the outcome of the contract. If none, please specify that no other relationships may have an impact on this contract or Project No other relationships have an impact on the contract or Project LAVe Raftelis Financial Consultants, Inc. ( Insert Name) have the following current clients who may have a financial interest in the outcome of this contract. If none, please specify that no other clients may have a financial interest with au impact on this contract or Project.

No other clients have a financial interest with an impact on this contract or Project.

Pursuant to Government Code section 1090 and any other laws, rules and regulations that may apply. the Proposer covenants that neither it, its subcontractors nor employees presently have an interest, and shall not acquire any interest, direct or indirect financial or otherwise that would conflict in any manner or degree with contract awarded from this RFP. Proposer certifies that to the best of its knowledge, no one who has or will have any financial interest in the contract awarded from this RFP is an officer or employee of the Town. Through its submittal of a proposal, Proposer acknowledges that it is familiar with Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State ofCalifornia and will immediately notify the Town ifit becomes aware of any facts concerning the contract to be awarded that constitute a violation of said provisions.

Furthermore, if there is reason to believe that collusion exists among the Proposers. the Town may refuse to consider proposals from participants in such collusion. No person_ firm, or corporation under the same or different name, shall make, file. or be interested in more than one proposal for the same work unless alternate proposals are called for.A person, firm, or corporation who has submitted a subproposal to a Proposer, or who has quoted prices on materials to a Proposer, is not thereby disqualified from submitting a sub proposal or quoting prices to other Proposers. Reasonable ground for believing that any Proposer is NHA IADVISORS Page5
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) interested in more than one proposal for the same work will cause the rejection of all proposals for the work in which a Proposer is interested. Ifthere is reason to believe that collusion exists among the Proposers, the Town may refuse to consider proposals from participants in such collusion. Proposers shall submit as part of their proposals documents the completed Non-Collusion Declaration provided herein.

I,on behalf ofthe Proposer, declare under penalty of perjury under the laws ofthe State of California that the foregoing is true and correct and that this declaration is executed on September 22, 2025 date], at Cincinnati city], Ohio state].

Raftelis Financial Consultants, Inc. Vice President
Proposer Name Person, Firm, Corp_) Title ofAuthorized Representative 19 Garfield Place, Suite 500 Jcnalhan Ingram
Address Name ofAuthorized Representative
Cincinnati, OH 45202
City, State, Zip
724-tit.c ,\ 09f22f2025
Date) Signed)
NHA IADVISORS Page 6
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Conflict of Interest Statement ( Willdan)
ATTACHMENT 1- CONFLICT OF INTEREST STATEMENT
THIS FORM-ItLTST BE PRINTED OUT, COMPLETED AND SUBMITTED WITH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY The undersigned declares:

LWe Willdan Financial Services ( Insert Name) have the following financial, business, or other relationship with Town of Los Gatos that may have an impact upon the outcome of the contract. If none, please specify that no other relationships may have an impact on this contract or Project.

Willdan Financial Services has no financial, business. or other relationships with the Town of Los Gatos that may have an impact on the outcome of this contract or project.

LWe Willdan Financial Services ( Insert Name) have the following current clients who may have a financial interest in the outcome of this contract. If none, please specify that no other clients may have a financial interest with an impact on this contract or Project.

Willdan Financial Services has no current clients with a financial interest that may impact or influence the outcome of this contract or project.

Pursuant to Government Code section 1090 and any other laws, rules and regulations that may apply. the Proposer covenants that neither it, its subcontractors nor employees presently have an interest, and shall not acquire any interest, direct or indirect, financial or otherwise that would conflict in any manner or degree with contract awarded from this RFP. Proposer certifies that to the best of its knowledge, no one who has or will have any financial interest in the contract awarded from this RFP is an officer or employee ofthe Town. Through its submittal of a proposal, Proposer acknowledges that it is familiar with Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California and will immediately notify the Town ifit becomes aware of any facts concerning the contract to be awarded that constitute a violation of said provisions.

Furthermore, if there is reason to believe that collusion exists among the Proposers, the Town may refuse to consider proposals from participants in such collusion. No person. fimr, or corporation under the same or different name, shall make, file. or be interested in more than one proposal for the same work unless alternate proposals are called for. A person, firm, or corporation who has submitted a subproposal to a Proposer. or who has quoted prices on materials to a Proposer, is not thereby disqualified from submitting a sub- proposal or quoting prices to other Proposers. Reasonable ground for believing that any Proposer is NHA IADVISORS Pagel
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) interested in more than one proposal for the same work will cause the rejection of all proposals for the work in which a Proposer is interested_ Ifthere is reason to believe that collusion exists among the Proposers. the Town may refuse to consider proposals from participants in such collusion. Proposers shall submit as part of their proposals documents the completed Non- Collusion Declaration provided herein.

I. on behalf of the Proposer, declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 09-22-2025 date]. at Temecula city]. CA state].

Willdan Financial Services Vice PresidentlDirector
Proposer Name Person, Firm Corp.) Title of Authorized Representative 27368 Via Industria, Suite 200 Chris Fisher
Address Name ofAuthorized Representative
Temecula, CA 92590
City, State_ Zip
i09?2212025
Date) Signed)
NHA IADVISORS Page8
Financial& Policy Strategies. RAFT E L I S 1I W I LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463 BA3 F- D38D- 4CDC- A1 D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Non- Collusion Declaration ( NHA Advisors)
ATTACHMENT 2— NON- COLLUSION DECLARATION

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

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY The undersigned declares:

I am the Principal Insert Title] of NHA Advisors LLC Insert name of company. corporation. LLC, partnership or joint venture] the party making the foregoing proposal.

The proposal is not made in the interest of. or on behalf of, any undisclosed person. partnership, company, association. organization. or corporation. The proposal is genuine and not collusive or sham.

The Respondent has not directly or indirectly induced or solicited any other respondent to put in a false or sham proposal. The Respondent has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham proposal, or to refrain from responding. All statements contained in the proposal are true.

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

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 9/ 22/ 2025[ date]. at San Rafael [ city]. CA[ state].

By:

Name: Mark Northcros
Title: Principal
NHA ADVISORS Page9
Financial& Policy Strategies.

Delivered. R A F T E L I S frWILLDAN Page 231
ITEM NO. 7.

Docusign Envelope ID: 8463 BA3 F- D38D- 4CDC- A1 D6- 2ABE915A0C1C r Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Non- Collusion Declaration ( Raftelis)
ATTACHMENT 2— NON- COLLUSION DECLARATION
THIS FORM MUST BE PRINTED OUT, COMPLETED AND SUHMtTTEDWITH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY The undersigned declares:

I am the V-0ae — Pito cl.at4- [ Insert Title] of t 4 FT i c Insert name of company, corporation, LLC, partnership orjoint venture] the party making the foregoing proposal.

The proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The proposal is genuine and not collusive or sham.

The Respondent has not directly or indirectly induced or solicited any other respondent to put in a false or sham proposal. The Respondent has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham proposal, or to refrain from responding. All statements contained in the proposal are true.

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

I declare under p' t of perjury under the laws f the State of California that the foregoing is true and correct and this r: c ,. , lon- s executed on ... 2 2 date], at ( C, NNATT [city], [ state].

By: aril/ sName: Noma- n4-pru.^ivI.NkgMn
Title: V lc1r c- P le ES I DEN'rNHA ' ADVISORS R
Page10
Financial& Policy Strategies. R A F T E L I S W I L LDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Non- Collusion Declaration ( Willdan)
ATTACHMENT 2— NO`- COLLUSION DECLARATION

THIS FORM MIST BE PRINTED OET, COMPLETED AND SUBMITTED WITH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY The undersigned declares:

I am the Vice PresidentDirector [ Insert Title] of Willdan Financial Services pert name of company. corporation. LLC. partnership or joint venture] the party making the foregoing proposal.

The proposal is not made in the interest of, or on behalf of any undisclosed person. partnership, company, association, organization, or corporation. The proposal is genuine and not collusive or sham_ The Respondent has not directly or indirectly induced or solicited any other respondent to put in a false or sham proposal_ The Respondent has not directly or indirectly colluded. conspired, connived, or agreed with any bidder or anyone else to put in a sham proposal, or to refrain from responding. All statements contained in the proposal are true_
Any person executing this declaration on behalf of a respondent that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute. and does execute, this declaration on behalf ofthe respondent.

I declare under penalty of perjury under the laws ofthe State of California that the foregoing is true and correct and that this declaration is executed on oszz-2025 [ date]. at Temecula [ city]. CA [ state].

By:

Name: Chris Fisher
Title: Vice President/ Director
NHA IADVISORS Page11
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463 BA3 F- D38D- 4CDC- A1 D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) References
Please refer to Section 9 of this Proposal for more detail; the following contains an excerpt for each proposing firm.

ATTACHMENT 3- REFERL C:ES
THIS FORM 11fCTST BE PRINTED OUT, COMPLETED AND SUBMITTED RTIH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE-YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MA AGEME T SIUDY List three( 3) references for work of a similar nature to the Services performed within the last five( 5) years. Use additional sheets as necessary.

1. Tahoe Douglas Visitors Authority+ 4114 Lake Tahoe Blvd. South Lake Tahoe, CA 96150 Name of Agency Agency Address
Carol Chaplin President& CEO
Contact Name Contact Title
775) 589- 2055 carol@visitlaketahoe_ com
Contact Telephone Contact Email Address
2017- Present( most work was completed in 2020) $ 1309, 788( 2+ year engagement) Contract Period Contract Amount
NHA Advisors Reference: Coordination between multiple consulting teams, legal counsel, and public agency staff to finance a$ 100 million events center in Stateline Nevada.

Description of services performed including costs.

2. Commerce City 7887 E_ 60th Ave. Commerce City, CO 80022 Name of Agency Agency Address
Theresa Wilson CFO
Contact Name Contact Title
303) 289- 3627 twilson@c3gov. com
Contact Telephone Contact Email Address
153, 610
Contract Period Contract Amount
Raftelis Reference: a thorough assessment of the City' s financial condition, analysis of historical and projected revenues and expenditures, evaluation of debt capacity and reserve policies, and review of the City' s CIP.

Description of services performed including costs.

3. City of Alameda
Name of Agency Agency Address
Jennifer Ott City Manager
Contact Name Contact Title
510) 747- 4700 managertalamedaca.gov
Contact Telephone Contact Email Address
75, 800
Contract Period Contract Amount
Willdan Reference: preparing a fiscal impact analysis of the planned development, a facilities financing plan, and a feasibility analysis to evaluate whether projected development could sustain the infrastructure needed to rehabilitate the base_
NHA IADVISORS Page12
Financial& Policy Strategies.

Delivered. R A F T E L I S frWILLDAN Page 234
ITEM NO. 7.

Docusign Envelope ID: 8463 BA3 F- D38D- 4CDC- A1 D6- 2ABE915A0C1C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Please see the previous page; See also Section 9 of our Proposal for more detail Description of services performed including costs.

I hereby certify that the Proposers performed the work listed above. a
Mark Northcross, Principal, NHA Advisors 9122/2025
Signature of Proposer Name Date
Statement Regarding Insurance Coverage and Worker' s Compensation Insurance Acknowledgement Certificate ( NHA Advisors)
ATTACHMENT 4- STATEMENT REGARDING INSURANCE COVERAGE AND

WORKER' S COMPENSATION INSURANCE ACKNOWLEDGMENT CERTIFICATE

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

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE- YEAR AND LONG- TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY PROPOSER HEREBY CERTIFIES that the Proposer has reviewed and understands the insurance coverage requirements specified in the RFP. Should the Proposer be awarded a contract for Services.

Proposer further certifies that the Proposer can meet the specified requirements for insurance, including insurance coverage of any subcontractors, and agrees to name the Town as additional insured for the Services specified.

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

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

Mark Northcross, NHA Advisors LLC
Name of Proposer( Person. Finn, or Corporation)
Signature of Proposer' s Authorized Representative
Mark Northcross, Principal
Name& Title of Authorized Representative
September 22, 2025
Date of Signing
NHA ADVISORS Page13
Financial& Policy Strategies.

Delivered. R A F T E L I S frWILLDAN Page 235
ITEM NO. 7.

Docusign Envelope ID: 8463 BA3 F- D38D- 4CDC- A1 D6- 2ABE915A0C1C r Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Statement Regarding Insurance Coverage and Worker' s Compensation Insurance Acknowledgement Certificate ( Raftelis)
ATTACHMENT 4- STATEMENT REGARDING INSURANCE COVERAGE AND

WORKER' S COMPENSATION INSURANCE ACKNOWLEDGMENT CERTIFICATE

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

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE-YEAR AND LONG-TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY PROPOSER HEREBY CERTIFIES that the Proposer has reviewed and understands the insurance coverage requirements specified in the RFP. Should the Proposer be awarded a contract for Services, Proposer further certifies that the Proposer can meet the specified requirements for insurance, including insurance coverage of any subcontractors, and agrees to name the Town as additional insured for the Services specified.

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

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

Raftelis Financial Consultants, Inc.

Name Proposer( Person, Firm, or Corporation)
Si ture of Propos r'sAuthorized Representative
Jonathan Ingram, Vice President
Name& Title of Authorized Representative
09/ 22/ 2025
Date of Signing
N HA I ADVISORS Page14
Financial& Policy Strategies. R A F T E L I S W I L LDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C ak.;• tl
Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Statement Regarding Insurance Coverage and Worker' s Compensation Insurance Acknowledgement Certificate ( Willdan)
ATTACHMENT 4- STATEMENT REGARDING L\ SLTR . NC:E COVERAGE AND

WORKER' S COMPENSATION INSURANCE ACKNOWLEDGMENT CERTIFICATE THIS FORM'_4fLTST BE PRINTED OUT, COMPLETED AND SUBMITTED WITH THE

PROPOSAL

FISCAL CONDITION ANALYSIS WITH FIVE-YEAR AND LONG-TERM FORECAST,

FISCAL IMPACT ANALYSIS, AND ASSET LIABILITY MANAGEMENT STUDY PROPOSER HEREBY CERTIFIES that the Proposer has reviewed and understands the insurance coverage requirements specified in the REP. Should the Proposer be awarded a contract for Services, Proposer further certifies that the Proposer can meet the specified requirements for insurance, including insurance coverage of any subcontractors, and agrees to name the Town as additional insured for the Services specified.

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

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

Willdan Financial Services
Name of Proposer( Person, Finn. or Corporation)
Si ature of Proposers Authorized Representative
Chris Fisher, Vice President/Director
Name Title ofAuthorized Representative
09- 22- 202 5
Date of Signing
NHA IADVISORS Page15
Financial& Policy Strategies.

Delivered. R A F T E L I S frWILLDAN Page 237
ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct.ci Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

3. SCOPE COMMENTS AND METHODOLOGY
Introduction: How This Proposal is Organized
This proposal, in response to the requirements of the Town' s RFP, is organized as two separate proposal documents. The first proposal document ( this document) contains the material required by the RFP for Study 1 and Study 2. The second proposal document( submitted separately from this document) contains the material for Study 3, and our proposed optional Study 4 for Wildfire Risk Mitigation.

Raftelis, a public sector management consulting firm with a national practice, is responsible for Study 1.

Willdan, a public sector focused civil engineering and financial consulting firm, also with a national practice, is responsible for Task 2. NHA Advisors, a municipal advisor with a statewide practice, is responsible for Study 3. We believe that all three (and potentially four) studies are integrated and inform each other. The outputs from both Study 2 and the Study 3 will inform Study 1. Furthermore, we see the best way of delivering Study 3, Task 3(" Reserves Guidance") is through careful scenario design for outputs of the Study 1 fiscal condition analysis model.

Consequently, we have added to this Study 1 and Study 2 proposal document an additional task, " Task 0:

Team Management." We see this as key to delivering the outcomes that the Town wants from this work.

This also means that the bulk of the background information and certifications required for NHA Advisors is in the second proposal document for Study 3, not in this Study 1 and Study 2 proposal document.

We acknowledge that our team' s combined cost for all three studies is large. The Town is asking for a lot.

We believe our team is capable of delivering everything the Town is requesting. With respect to cost, please consider this: public agencies pay amounts greater than our combined proposal cost for engineering/ design for major public works projects. The Town' s RFP is analogous to the Town retaining a team to engineer and design a major project. In this case, the major project is a financial management structure designed to work for years into the future. That is the ultimate deliverable for our combined proposals for Studies 1, 2 and 3. We commit to delivering this financial management tool and structure within the proposed costs for both the Study 1 and Study 2 proposal, and the Study 3 proposal.

Task 0: NHA' s Role as Team Manager
We see team management as crucial to delivering the outcomes that the Town wants from this effort. As explained in " Scope and Methodology", we see two key elements for team management:

Communication amongst all team members, Town staff and other stakeholders Careful scenario design for the outputs of the Study 1 Fiscal Condition Analysis NHA' s qualifications to take the role of Team Manager for this assignment are robust:

As a municipal advisor to multiple public agencies bringing large projects out of the ground we have learned how to coordinate and collaborate with multiple consultants and stakeholders to deliver funding for these projects. We know how to manage complex and disparate teams to deliver money. We believe this experience is very analogous to what the Town needs through their RFP.

NHA IADVISORS Page16
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct. Itia o) Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) NHA staff has comparable experience to what both Raftelis and Willdan are responsible for.

NHA does a much lighter version of the Study 1 fiscal condition analysis for our client base.

While we do not typically do the granular, comprehensive modeling that Raftelis will deliver, we understand how such models work. With respect to Willdan' s analysis for Study 2, Mark Northcross, our proposed team manager, spent 5 years at the beginning of his career preparing fiscal impact analysis for Environmental Impact Reports on new development. He has a fundamental understanding of Willdan' s deliverable for Study 2.

NHA' s core expertise is in delivering funding for public projects, including operational needs.

We understand the constraints and opportunities available to local government in California for raising new funding - whether grants, taxes through ballot measures, impact fees or public/ private partnerships. We believe that Mark Northcross' expertise is important in outlining potential long-term financial management practices and strategies for the Town.

Scope and Methodology: We see two core functions for NHA' s role in Team Management, as described below:

1. Facilitating Good Communication. Based on long experience, we believe that the best way of facilitating good communication for the team is to have pre- scheduled standing Teams/ Zoom calls on a regular basis. It does not matter whether the call is very short, or goes on for an hour. Regular calls ensure that we keep momentum going and keep everyone fully informed on what other team members are doing. In that spirit, we suggest the following protocol for standing calls:
o Town staff and NHA Advisors - once per week
o Town staff, NHA Advisors, Raftelis and Willdan - biweekly o Town staff, NHA Advisors, Raftelis, Willdan and other potential stakeholders - once per month.

2. Scenario Design. Once both Raftelis and Willdan have completed their work, we see Scenario Design as the key next step in delivering what the Town wants. Scenario Design is a key component for Activity 3 in the Raftelis Study 1 proposal. We also see the Task 3 deliverables of both Funding Needs & Risk Reduction and Reserve Guidance as being integral to Scenario Design. As Team Manager, NHA will facilitate the dialogue between Town staff, team members and other stakeholders to develop multiple scenarios for the fiscal condition model.

Cost: NHA' s incremental cost for serving as Team Manager is not-to-exceed $ 17, 500, whether or not NHA is selected for the Task 3 work. This will be billed on a time and materials basis, providing the Town control over this expense.

NHA IADVISORS Page17
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Study 1: Fiscal Condition Analysis— Raftelis
The following material is provided by Raftelis for Study 1. As required by the RFP, this material can be considered as a stand-along proposalfor Raftelis to prepare Study 1, should the Town choose to retain Raftelis, but not Willdan and/ or NHA.

Fiscal Condition Assessment Methodology
The Town of Los Gatos is seeking a consultant to conduct a Fiscal Condition Analysis with Five-Year and Long- Term Forecast. This effort will provide a transparent assessment of the Town' s current fiscal health, develop projections of future revenues and expenditures, and identify risks and opportunities that could impact long-term financial sustainability. The resulting forecast will serve as a living tool for Town staff, elected officials, and the Finance Commission to evaluate fiscal strategies, plan for uncertainty, and communicate clearly with the public.

Our team brings extensive experience working with local governments in California and across the country to develop may. long-term financial forecasts and plans. We understand that the most effective solutions are those that are practical,
implementable, and aligned with the culture and capacity of the organization. Innovative recommendations only add value if they can be put into practice and embraced by both staff and the 14) community.

We pride ourselves on our ability to listen, analyze, and collaborate with our clients to develop actionable solutions. Our prior engagements have resulted in the adoption of
recommendations that were not only technically sound but also politically and operationally feasible. We do not bring a prepackaged approach; instead, we tailor our methodology to the specific needs and priorities of each client.

Los Gatos, like many California communities, faces a challenging fiscal outlook. Rising costs of public services, increasing pension and OPEB obligations, and infrastructure demands place ongoing pressure on limited resources. At the same time, State housing mandates and the broader economic environment introduce uncertainty in both revenues and expenditures. The Town has long demonstrated sound fiscal management, but to maintain that strength in the years ahead requires careful planning, transparent forecasting, and proactive risk assessment.

Our approach builds on the Town' s existing capacity, while providing the tools, analysis, and training necessary for staff to sustain the forecasting model into the future. By combining rigorous financial analysis with stakeholder engagement and scenario testing, we will deliver a forecast that is not only technically robust but also aligned with the Town' s decision- making needs.

We are excited about the opportunity to assist Los Gatos in strengthening its fiscal planning capacity. Our intentional approach — grounded in respect for the staff who serve the community and focused on collaboration — ensures that the results of this project will be meaningful, actionable, and sustainable.

NHA IADVISORS Page18
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C 114,
Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Activity 1: Project Initiation
We will begin this engagement by facilitating a virtual kick-off meeting with the Town' s project team to review the details and expectations of this effort and to finalize the project schedule. During this session, we will confirm deliverables, establish communication protocols, and identify milestones for internal staff review, Finance Commission briefings, and Town Council presentations. We will also discuss the Town' s objectives for the long-term financial planning process, the anticipated uses of the model, and any initial concerns or issues that may shape the work.

We will conduct one- on- one meetings with the Town Manager and Finance Director to understand their perspectives on fiscal priorities, risks, and the intended role of the forecasting model in the Town' s planning and policy discussions. To ensure elected leadership perspectives are fully incorporated, we will also meet individually with the Mayor and Town Council members. These conversations will provide valuable insights into fiscal priorities, service expectations, and community needs, helping to shape assumptions and test scenarios later in the process.

We will request and review all relevant background information, such as budgets, audited financial statements, financial policies, actuarial reports, capital improvement plans, previous studies, and other supporting documentation. Early review of these materials will provide a foundation for the Fiscal Condition Assessment and help ensure the forecasting model is built on accurate and comprehensive information.

Throughout the project, we will provide the Town with regular status reports designed to maintain project progress and budget, identify and resolve emerging issues, and review interim work products. In addition to formal reporting, we anticipate numerous informal opportunities for Town staff to raise questions, share updates, or clarify assumptions with our project team. We welcome this open communication, as it will contribute to a more effective and successful project.

Meetings: Deliverables:

Kick- off meeting with Town' s project team Kick- off meeting agenda Draft and final project schedule
Data/ document request
Activity 2: Assess Fiscal Condition
Following the kick-off, we will conduct a comprehensive assessment of the Town' s current fiscal condition to establish the baseline for the long- term financial forecast. This activity begins with a detailed review of financial data to identify historical trends and current pressures, followed by structured engagement with Town staff and external partners to validate assumptions and incorporate operational and capital planning needs. The result will be a complete and transparent understanding of Los Gatos' fiscal health that can serve as the foundation for modeling and scenario analysis.

NHA IADVISORS Page19
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct.ci Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Financial Data Review— Examine audited financial statements, budgets, interim financial reports, reserve policies, actuarial valuations, and cash flow records to identify revenue and expenditure trends, assess structural balance, and capture major fiscal pressures.

Finance & Budget Staff Sessions — Conduct two full days of virtual meetings with Finance and Budget staff to validate our interpretation of trends, confirm assumptions, and understand the Town' s forecasting methodologies and internal budget processes.

Department Director Discussions— Facilitate two full days of virtual meetings with department directors to gather insights on operational pressures, long-term service delivery needs, capital planning requirements, and other anticipated budget drivers.

External Agency Interviews— Meet with agencies such as the Fire District and Sewer District to incorporate intergovernmental obligations and cost-sharing arrangements into the fiscal assessment.

Capital Improvement Program Review — Analyze the Town' s CIP to evaluate funded and anticipated projects, align infrastructure investment needs with available resources, and identify future fiscal pressures.

Debt and Reserve Assessment— Evaluate the Town' s debt structure, repayment schedules, debt ratios, and reserve adequacy to determine capacity and resilience.

Unfunded Liability Analysis — Identify long-term obligations such as pensions, OPEB, and labor costs, along with structural cost drivers that could impact sustainability.

Environmental Scan — Review regional economic conditions, demographic trends, and State mandates ( e. g., housing requirements, revenue shifts) that may influence future fiscal outlook.

Benchmarking Against Peers — Compare Los Gatos' fiscal condition to comparable California municipalities using State Controller and GFOA data to highlight areas of strength and vulnerability.

We will prepare a draft Fiscal Condition Assessment memorandum that synthesizes these analyses into a clear picture of the Town' s current fiscal position. This draft will be reviewed virtually with the Town' s project team, allowing staff to validate assumptions, suggest refinements, and ensure accuracy. Following these discussions, we will make necessary adjustments and finalize the memorandum. This finalized assessment will serve as the baseline understanding of Los Gatos' fiscal position — the foundation for the long- term financial forecasting model and a reference point for evaluating future policy scenarios.

Meetings: Deliverables:

Two days of virtual meetings with Finance and Draft and Final Financial Condition Assessment Budget staff memoranda
Two days of virtual meetings with department
directors
Interviews with external partners( e. g., Fire
District, Sewer District)
Virtual review session with the Town' s project
team on draft Fiscal Condition Assessment
NHA IADVISORS Page20
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C eVLos GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Activity 3: Develop Forecasting Model
In this Activity, the project team will develop a robust but user-friendly financial model that projects revenues and expenditures across a ten-year horizon for the Town' s General Fund, while also accounting for interrelationships with other funds and external obligations. The model will build directly on the Fiscal Condition Assessment and will serve as both a technical forecasting tool and a decision- support resource for Town leadership. It will be detailed enough to capture the complexity of Los Gatos' fiscal structure, yet designed to be intuitive and easy to use for staff and policymakers.

The baseline projections will assume I
continuation of existing policies, programs, and
obligations, and will then test how the
projections may change under alternative
conditions. As appropriate, the analyses will
4`
integrate socio-economic and demographic i
for
factors
and
projection
flexible
providing
that
The
scenarios.
consideration
shape
model
the
revenue
Town
will
of
be
capacity
changing
with
dynamic,
a
and
conditions
range
allowing -
service.
of
A
lbltbor
jdiagho •-'
4,-,,
This activity will accomplish the following goals: ii
Financial Model Goal 1 — Baseline
Projections: Identify reasonable baseline assumptions based on historical revenue and expenditure trends, validated with Finance and Budget staff. This ensures the model accurately forecasts the Town' s fiscal trajectory and provides a reliable foundation for comparison.

Financial Model Goal 2— Projection Scenarios: Develop alternative scenarios that reflect a range of revenue growth and expenditure pressures. These will allow the Town to compare impacts across varying conditions and evaluate the implications of policy and investment choices. Initial scenarios will include:
o Probable Scenario: Reflecting historical trends adjusted for known economic and demographic factors.
o Policy Scenario: Based on assumptions in the Town' s existing Financial Plan and adopted budgets.
o Constrained Scenario: Illustrating conservative revenue conditions to stress-test sustainability.

Financial Model Goal 3 — Sensitivity Analysis: Create a functional and dynamic tool that can be used to test the fiscal impact of policy alternatives and external conditions in real time. The model will visually illustrate the impact of service, capital, or revenue decisions, enabling informed choices by Town leadership and the governing body.

Financial Model Goal 4— Integration with Related Studies: Work closely with Wildan and NHA Advisors, our proposed partners on Studies 2 and 3, to incorporate their concurrent findings into NHA IADVISORS Page21
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C 114,
Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) the model. This collaboration ensures that long-term forecasts reflect both fiscal impact analyses and asset/ liability considerations.

Financial Model Goal 5 — Usability and Staff Training: Ensure the model produces clear, usable dashboards and outputs that support Finance Commission discussions, Town Council deliberations, and public communication. We will train Finance staff on the model, tailor its functionality to staff preferences, and provide documentation so that the tool can be maintained as a living resource into the future.

Our team will prepare a draft model and review its structure, presentation, and functionality with Finance staff and the Town' s project team. We will then develop and vet recommended assumptions under each scenario with staff before incorporating them into the model. Once validated, we will project the Town' s fiscal condition and review results with staff.

The finalized model will be shared in a presentation that highlights the key dashboards, findings, and implications for long-term fiscal sustainability. This will not only meet internal forecasting needs but also provide elected officials and the public with a clear, transparent tool for understanding the Town' s fiscal future.

Meetings: Deliverables:

Workshops with Finance and Budget staff to Draft 10- year financial forecasting model review draft model and assumptions Final 10- year financial forecasting model with Coordination meetings with Wildan and NHA scenario dashboards Advisors Validated scenario assumptions and outputs
Review sessions with the Town' s project team Training sessions and documentation for Finance staff
Activity 4: Final Reporting and Knowledge Transfer
As the culmination of the Fiscal Condition Assessment and financial modeling process, the project team will prepare a comprehensive Long-Term Financial Plan ( LTFP) Report. This report will synthesize the findings of the condition assessment, incorporate the validated assumptions and scenarios from the forecasting model, and present a clear roadmap for sustaining the Town' s financial health over the next decade.

The report will not only document the technical analyses completed during the project, but also translate them into actionable strategies that Town staff, elected officials, and community stakeholders can use to guide decision- making. The document will emphasize clarity, accessibility, and alignment with Los Gatos' fiscal priorities and policy objectives.

This activity will accomplish the following goals:

NHA IADVISORS Page22
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C I;
Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Report Integration: Summarize the findings of the Fiscal Condition Assessment, baseline projections, and scenario analysis into a single, cohesive document that provides context and direction for the Town' s financial future.

Policy Implications: Highlight the long-term implications of current fiscal trends and alternative scenarios, clearly identifying where risks may emerge and where opportunities exist to strengthen sustainability.

Strategies and Recommendations: Present recommended fiscal strategies, including reserve policies, debt management approaches, and expenditure prioritization, that support sustainable long-term planning.

Alignment with Related Studies: Integrate findings from Wildan' s Fiscal Impact Analysis and NHA Advisors' Asset Liability Study to ensure consistency across all three efforts and provide Town leadership with a unified financial planning framework.

Accessibility and Communication: Develop a report that includes clear charts, tables, and dashboards drawn from the model, designed for use by both internal staff and external audiences such as the Finance Commission, Town Council, and the public.

Leadership Work Session: Facilitate a dedicated work session with the Town Council to review long-term fiscal trends, discuss key decision points identified in the model, and explore the policy trade- offs that will shape the Town' s financial future. This session will provide elected leaders with the opportunity to engage directly with the analysis and consider how best to align fiscal strategies with community priorities.

The draft Long-Term Financial Plan will be reviewed with Town staff to confirm accuracy and relevance.

Following revisions based on staff feedback, the final report will be produced and presented to Town leadership. A summary presentation will also be provided for the Town Council to ensure findings are communicated effectively and transparently.

E
Meetings: Deliverables:

Virtual review session of the draft Long- Term Draft Long-Term Financial Plan Report Financial Plan with Town staff Final Long- Term Financial Plan Report Work session with the Town Council on trends Presentation materials summarizing findings, and decision points trends, and strategies
Presentation and discussion with the Town
Council on the final report
NHA I ADVISORS Page23
Financial& Policy Strategies. R A F T E L I S 1I W I LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) lek,\ ofk 7111
4"1111'
11 11111
Optional Activity 5: Develop Gap Closure Strategies
This optional activity is designed to connect long- term financial planning directly to the operating and capital realities of each department. Its core value is enabling department directors to develop long-term budget adjustment strategies that are explicitly tied to service levels, workload growth, and capital needs emerging from the development patterns identified in Study 2.

Department-Level Strategy Sessions
Before convening the broader workshop, Raftelis will conduct individual strategy sessions with each department director and their key staff. These sessions will:

Identify Development-Driven Impacts: Discuss how the land use and growth assumptions in Study 2 will translate into service demand increases and operational pressures.

Preliminary Costing: Work with each department to outline anticipated operating and staffing needs, as well as capital investment requirements, that may emerge over the 10- year planning horizon.

Service- Level Implications: Pair anticipated investments and budget needs with expected impacts on service levels, customer outcomes, and workload capacity.

Scenario Development: Begin to frame potential strategies ( cost containment, service delivery adjustments, or new revenue sources) that can be tested in the financial model.

Cross-Department Gap Closure Workshop
Following these department-level sessions, Raftelis will facilitate a one-day in- person workshop with Town leadership, division managers, and program managers to:

Synthesize Department Input: Integrate operating and capital estimates across departments into a shared view of Townwide financial needs.

Develop Coordinated Strategies: Refine cost and revenue strategies to address identified structural gaps, ensuring they reflect service- level tradeoffs and cross-department interdependencies.

NHA IADVISORS Page24
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Link to Financial Model: Incorporate these strategies into the Town' s financial model, testing feasibility under multiple projection scenarios.

Assign Ownership: Confirm departmental ownership of strategies for continued refinement and validation, supported by Raftelis' technical expertise.

Value for Leadership and Council
The outcome of this activity is not just a set of abstract fiscal strategies, but a grounded, departmentdriven understanding of how to align operating and capital budgets with development-driven service demands. These strategies will be presented to the Town Council in a structured format during the financial model review, enabling Councilmembers to make informed decisions about fiscal sustainability in the context of community growth and service expectations.

Meetings: Deliverables:

Department strategy sessions( virtual, with each Department- level service impact and cost director) estimate memos
One- day Gap Closure Strategies Workshop Workshop facilitation and support materials Presentation of refined strategies to the Town Gap closure strategies linked to service levels and Council workload expansions
Refined scenarios integrated into the financial
model
Optional Activity 6: Facilitated Decision- support for Town Council
The Town may also find it prudent to engage with a broader group than Town staff and the governing body by forming a stakeholder review committee. A critical step in ensuring the long-term usefulness of the financial plan is helping the Town Council directly connect technical analysis with actionable policy decisions. This optional activity is designed to guide the governing body through a structured decisionmaking process that translates financial trends, gap- closure strategies, and cross- study findings into clear and publicly digestible choices.

Facilitated Council Workshop
Raftelis will facilitate a dedicated decision- making workshop with the Town Council that will:

Integrate Cross- Study Findings: Bring together the results of the financial model ( Study 1), fiscal impact analysis ( Study 2), and asset/ liability review ( Study 3) to ensure Councilmembers are considering the full picture of the Town' s long-term fiscal outlook.

Present Gap- Closure Strategies: Summarize the department- driven strategies developed in Optional Activity 5, highlighting associated service- level tradeoffs, capital requirements, and fiscal outcomes.

NHA IADVISORS Page25
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Decision Support Tools: Provide structured " decision packages" that synthesize technical analysis into accessible formats, ensuring elected officials and the public understand the trade- offs, risks, and opportunities associated with each option.

Prioritization Process: Facilitate discussions that allow the Council to evaluate and prioritize options, ensuring clear alignment between fiscal capacity, policy goals, and community expectations.

Direction Setting: Capture Council decisions and provide Town staff with clear, documented guidance to support long-term planning, budgeting, and implementation efforts.

Value for Leadership and the Community
This workshop represents an opportunity to bridge detailed technical analysis with strategic decisionmaking. By translating the results of Studies 1, 2, and 3 into actionable choices and providing facilitation expertise, Raftelis will ensure that the Town Council is empowered to set a clear direction for staff and communicate trade- offs effectively to the community.

Meetings: Deliverables:

Governing Body Decision- Making Workshop Council workshop agenda and facilitation materials Decision- support packages synthesizing financial,
service level, and workload trade- offs
Summary of Council decisions and direction for
staff Budget Task Force recommendations
NHA IADVISORS Page26
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Study 2: Fiscal Impact Analysis - Willdan
The following material is provided by Willdan for Study 2. As required by the RFP, this material can be considered as a stand- along proposal for Willdan to prepare Study 2, should the Town choose to retain Willdan, but not Raftelis and/ or NHA.

Project Understanding
The Town of Los Gatos (" Town") is seeking a Fiscal Impact Analysis ( FIA) to evaluate the potential fiscal effects of multiple large development proposals on the Town' s General Fund. The analysis will estimate recurring revenues and costs under best- case, baseline and worst-case scenarios through 2040.

The team members assembled for this engagement have extensive experience with financial modeling in Excel for a broad range of financial analyses. Stemming from the team' s experience managing long-term financial models of all types for cities, counties, school districts, toll road agencies, port authorities and other public entities, Willdan uses a modified version of the F1F9 financial modeling style to allow for the analysis of just about any type of cost or revenue, from the simplest to the most complex. Using the principles of structured design, transparency, robust annotation and adherence to sound financial modeling principles, our models are built to be flexible, auditable and easy to maintain and adjust to match the needs of the client.

Quality Control/ Quality Assurance ( QA/ QC) is integrated into our team' s process. However, when dealing with large, complex financial models, the importance of adhering to time- tested financial modeling principles cannot be underestimated. This makes the initial modeling process less likely to result in errors and also makes errors easier to identify and fix during the QA/ QC process.

The core of the financial model is a " back-end" simply formatted horizontal cash flow worksheet that contains all necessary calculations, assumptions and formulas. The formula- based back-end model can be easily audited and reviewed for assumptions and consistency. From there, we transpose the data into a more readable vertical format so that it can be presented in the report and/ or the presentation. These tables will be robustly annotated and formatted for visual appeal and readability.

The draft report will be provided to the City in MS Word format. For each round of comments/ edits, clean and redline versions will be distributed. When the report is finalized, a final Word file and PDF will be provided so that text and tables can be added to staff reports and/ or other City documents, as needed.

Willdan uses Enterprise Artificial Intelligence (Al) occasionally and sparingly when developing work products. Examples may include the following:

To accelerate the process of finding a specific law or industry best practice.

To receive suggestions for word choice, formatting and/ or visual presentation of results.

Discovering lesser- used functions in Excel or save time developing regular expressions, conditional formatting formulas or similarly complex tasks.

Willdan does not use Al output directly in reports or use any suggestion provided by Al without first verifying, validating and/ or auditing the results. Furthermore, the Enterprise Al software that we use does not share, store, or train on our data, ensuring complete confidentiality and compliance with client privacy requirements.

NHA IADVISORS Page27
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Iti
Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Work Plan
If selected, Willdan will provide fiscal impact analysis consulting services for the Town of Los Gatos. This scope of services is designed to directly respond to the Town' s request and will remain flexible in collaboration with Town staff as the project evolves.

Willdan' s scope of services and project approach incorporates the following:

Regular meetings, email communication, and telephone conversations with Town staff as needed during the course of the engagement.

Review and synthesis of all available financial, entitlement, and planning documentation.

Development of fiscal impact scenarios, including baseline, optimistic, and conservative cases, projecting through 2040.

Inclusion of both recurring and specified one-time revenues, operating and capital costs, and net fiscal results.

Preparation of a clear, accessible final report and presentation materials for Town staff, elected officials, and the community.

Task 1: Data Collection and Review
Description: Obtain the following data associated with the proposed fiscal impact analysis, as well as review the documentation.

Town budget, CAFRs, and other relevant financial data.

Current and planned land uses, zoning, and development schedules.

Demographic and employment data related to residential and commercial growth.

Assessor parcel data and tax rate area information.

Service level data, departmental cost information, and historical capital investment records.

Selected project plans, entitlement documents, and construction timelines.

Anticipated construction schedules and occupancy timelines related to the selected projects.

Meeting: Kick- off meeting with Town staff to confirm assumptions, communication protocols, and project deliverables.

Deliverables: Initial data request and meeting summary.

Task 2: Develop Fiscal Revenue and Cost Inputs
Description: Develop fiscal model inputs using a per capita and/ or case study approach based on the Town' s revenue and service structure.

Calculate recurring revenue assumptions ( property tax, sales tax, TOT, utility users tax, franchise fees, licenses, permits, fines, and other sources). Revenue modeling will generally be calculated using project-specific assumptions in a case study format.

Estimate service costs for major departments, including police, fire, parks, public works, and general government. Cost models will generally be growth- based.

Incorporate service population assumptions, using weighted employment equivalents where appropriate.

NHA IADVISORS Page28
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct. Itici Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Incorporate other locally controlled revenues ( e. g. from third- party partners) at City' s request.

Deliverables: Revenue and cost input, formatted in summary tables.

Task 3: Fiscal Modeling and 20-Year Impact Analysis
Description: Produce a fiscal impact model using the assumptions and revenue/ cost inputs. The model will analyze the fiscal impacts of growth through 2040 using three scenarios.

Best- case, baseline, and conservative scenarios will be produced.

Capital cost estimates based on discussions with Public Works staff and review of historical investments. Willdan will discuss assumptions incorporated into capital cost estimates and confirm with City staff to arrive at preferred methodology.

Sensitivity testing will consider range of possibilities for service- population growth, property values, cost escalation and revenue volatility to highlight fiscal risks and ranges of potential outcomes.

Deliverables: Tables and visualizations showing net fiscal impacts, breakdowns of revenue and cost categories, and scenario results through 2040.

Task 4: Report Preparation and Presentation
Description: Prepare administrative draft report that updates and explains the results, description of approach and assumptions. Based on discussions with project team and City staff, a final report and presentation will be produced. The report will contain the following elements:

Annual fiscal impact model that estimates revenues, costs and net impacts for each year through 2040 for each scenario.

Charts and tables that present the data and assumptions clearly and in a visually appealing manner.

Qualitative analysis of the fiscal impacts of each type of development and level of density.

Meeting: Presentation of results to Town staff, Council, or designated commissions, as needed.

Deliverables: Fiscal Impact Analysis Report and presentation materials (PowerPoint or similar).

Willdan will rely on the validity and accuracy of Town and developer data and documentation to complete the analysis. The capital cost analysis will be based on discussions with staff and past investment levels, not an engineering or infrastructure capacity analysis.

Willdan will not independently verify the accuracy of data provided by the Town or third parties and will not be responsible for errors that result from inaccurate data.

Client Responsibilities
To complete our tasks on schedule, we will need the cooperation of Town staff. We suggest that the Town assign a key individual as project manager. We will expect the Town' s project manager to:

Help resolve policy issues;
Coordinate responses to requests for information; and
NHA ' ADVISORS Page29
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C bcitLos GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Coordinate review of work products.

Project Disclaimer
Willdan is a registered municipal advisory firm with the U. S. Securities and Exchange Commission(" SEC'), as such the Town of Los Gatos represents, acknowledges, and agrees that Willdan is not acting as a municipal advisor" ( as defined by the SEC), to the Town, in any capacity as it relates to the project proposed in this Fiscal Analysis proposal.
i) The Town uses, or may use, the services of one or more municipal advisors registered with the SEC to advise it in connection with municipal financial products and the issuance of municipal securities; ii) The Town is not looking to Willdan to provide, and the Town shall not otherwise request or require Willdan to provide any advice or recommendations with respect to municipal financial products or the issuance of municipal securities ( including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); iii) The provisions of this proposal and the services to be provided hereunder as outlined in the scope of services are not intended ( and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U. S. Securities Exchange Act of 1934, as amended the " Exchange Act"), and the rules and regulations adopted thereunder; iv) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cash- flow analyses, feasibility studies and/ or other analyses Willdan may provide the Town with respect to financial, economic or other matters relating to a prospective, new or existing issuance of municipal securities of the Town , ( A) any such projections, studies and analyses shall be based upon assumptions, opinions or views ( including, without limitation, any assumptions related to revenue growth) established by the Town , in conjunction with such of its municipal, financial, legal and other advisers as it deems appropriate; and ( B) under no circumstances shall Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions, opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters with respect to any municipal financial products or municipal securities issuances, including any revisions or amendments thereto; and
v) Notwithstanding all of the foregoing, the Town recognizes that interpretive guidance regarding municipal advisory activities is currently quite limited and is likely to evolve and develop during the term of the potential engagement and, to that end, the Town will work with Willdan throughout the term of the potential Agreement to ensure that the Agreement and the services to be provided by Willdan hereunder, is interpreted by the parties, and if necessary amended, in a manner intended to ensure that the Town is not asking Willdan to provide, and Willdan is not in fact providing or required to provide, any municipal advisory services.

NHA ' ADVISORS Page30
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

4. EXPERIENCE AND EXPERTISE NHA Clients Served*
Firm Qualifications — NHA Advisors
https:// nhaadvisors. com/ to BONDS
NHA Advisors, LLC is an Independent Registered Municipal

CONSULTING
Advisor registered with the SEC and MSRB and headquartered I
in San Rafael, California. NHA has been providing municipal et • A
BOTH
advisory services ( like the size and scope requested by the 0001 - Town' s RFP) to California cities, special districts, and other 0 0
public agencies since 2000 ( formerly known as Northcross Hill 041 Ach, Inc. from 2000- 2011). NHA has provided
comprehensive financial and consulting services to over 170 0 public agencies throughout California, with a primary focus on California cities and special districts. r®
NHA' s experience with California cities spans from rural, small cities to major metropolitan agencies, which informs NHA of * Dots represent client engagements from 2012- Present
the problems facing public agencies across the State and allows NHA to bring creative examples and solutions to our clients. We understand the time and staff resource constraints required to develop funding strategies and financing plans and believe our holistic approach allows us to be an " extension of staff" that will integrate with Town staff to provide the best solution and process for projects.
r
4 R !
1i fit- Utilities I 1" I
r •: Continuing Disclosure
r: r Compliance
r J
II
4 - talw
I
1 Economic ' Energy& Climate
Policy Development.

Voter Approved
Development& P3 ChangeRevenue Measures
I .

With an eye toward providing un- matched MUNICIPAL ADVISOR RANKINGS FOR CALIFORNIA CITIES service levels, NHA has developed eight Transactions( January 2020- Present) y specialized practice groups that focus on key
areas within municipal finance. These groups
enable us to provide guidance on a wide
range of municipal finance issues.

Since 2020, NHA has been the top municipal
advisor, by number of bond transactions for
California cities ( Source: California State
Treasurer as of July 15, 2025; excludes
commercial paper and conduit financings;
January 2020-present).

NHA FPP15 FFNI F> 15>, an,, n t Farre11 6 rn, mnnl
F utur= s Ao3pp nup
Puh is Fi nance H3 n; an Gp mp3 nor Gpmp, nws
Source: raujormasm( e reomrera+ of7/ ts/ 2025, erou&,< ammer ial p psrond< and finoncngs NHA I ADVISORS Page31
Financial& Policy Strategies. R A F T E L I S 1I W I LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C S) Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Firm Qualifications — Raftelis
https:// www. raftelis. com/
Since our founding in 1993, local government and utility leaders have partnered with Raftelis to transform their organizations by enhancing performance, planning for the future, identifying top talent, improving their financial condition, and telling their story. At Raftelis, we know that the people who lead local governments and utilities are constantly seeking ways to provide better service to the communities that rely on them. That' s why we provide the best insights and expertise, exceptional talent, and trusted advice and experience—so your organization and your community can thrive. Local government leaders partner with Raftelis to transform their organizations by improving their financial condition, enhancing performance, planning for the future, identifying top talent, and telling their story. With more than 190 consultants, we' ve worked with more than Raftelis: HELPING LOCAL 1, 700 local governments and utilities across the country. GOVERNMENTS AND UTILITIES THRIVE.

Raftelis is a subchapter 3- Corporation incorporated in the state of North Carolina on April 23, 2004. The predecessor to Raftelis, Raftelis Environmental Consulting Group, Inc., was established by George A. Raftelis to provide financial and management consulting services of the highest quality to public-sector clients. In 1999, the firm' s name was changed to Raftelis Financial Consulting, PA. Following the sale of a portion of the firm to a group of employees on April 22, 2004, the firm' s name changed to Raftelis Financial Consultants, Inc., which remains the firm' s legal name.

We currently do business as Raftelis and are headquartered in Charlotte, NC, with 15 offices nationwide.

This project will be managed from our Los Angeles office.

We believe that Raftelis is the for this project. We provide several key factors that will benefit Town and help to make this project a success.

FSOURCES AND EXPERTISE, This project will require the resources necessary to effectively staff the project and the skillsets to complete all required components. With more than 190 consultants, Raftelis has one of the largest local government management and financial consulting practices in the nation. Our depth of resources will allow us to provide the Town with the technical expertise necessary to meet your objectives. In addition to having many of the industry' s leading management and financial consultants, we also have experts in key related areas, like stakeholder engagement and data analytics, to provide additional insights as needed.

DECADES OF COLLECTIVE EXPERIENCE• Our associates and subject matter experts have decades of experience strengthening local municipalities and nonprofit organizations. They' ve served in a wide range of positions, from city manager to budget manager to fire chief.

PERSONAL SERVICE FROM c'ENIOR- LEVEI CONSULTANTS: You appreciate it when deadlines are met, phone calls are returned, and your challenges are given in- depth, out-of-the- box thinking. While other firms may assign your business to junior-level people, our approach provides exceptional service from senior- level consultants.

NICHE EXPERTISE: Our expertise lies in strengthening public-sector organizations. We' re consulting specialists rather than generalists, focusing our strengths to do a highly effective job for a specific group of clients.

NHA I ADVISORS Page32
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C 4 Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

RAFTELIS,,
p

FIRM CAPABILITIES
i I I
FINANCE: Promote financial integrity and the ORGANIZATIONAL ASSESSMENT: Identify needs, plan equitable recovery of costs to achieve your objectives for the future, and implement positive changes Rate, charge, and fee studies
Organizational and operational assessments
Financial and capital planning
Performance measurement
Cost of service and cost allocation Staffing analysis
Customer assistance programs Sustainability
Affordability analysis
Organizational climate and culture
Utility valuation
Asset management and operations
Budget development Regional collaboration and service sharing Financial condition assessments
Debt issuance support
TECHNOLOGY: Gain insights from your data and
Economic feasibility and analysis develop tools to increase effectiveness and Regulated utility support engagement
Cybersecurity services
Strategic technology planning services
00o
COMMUNICATION: Inform and engage with your
Financial management technology services
stakeholders to build understanding and support Customer management technology services Strategic communication planning Maintenance and asset management technology services Public involvement and community outreach Data management, analytics, and visualization Public meeting facilitation Custom software solutions
Graphic design and marketing materials
Media and spokesperson training O O EXECUTIVE SERVICES: Identify and develop top talent Risk and crisis communication to lead local governments and utilities Social media strategy Executive recruitment
Visual facilitation Executive coaching
Virtual engagement Executive performance evaluations
Technical writing and content development
SOLID WASTE SERVICES: Deliver effective solid
t STRATEGIC PLANNING/ FACILITATION: waste services while ensuring financial Plan for the future to guide your organization to success sustaina bility and customer engagement Organization, department, and community- based strategic Solid waste plans& sustainable materials management planning planning& implementation
Climate action planning Grant application assistance
Effective Board/ Commission/ Council governance Billing technology planning and implementation Retreat planning and facilitation Collection/ routing and disposal/ processing planning, procurement, and implementation
Rates and financial modeling
C;;;") Benchmarking and best practices
it*.

UTILITY SERVICES: Implement Regulation and compliance
sustainable financial practices to equitably fund
Communications and public engagement
your stormwater program
Stormwater utility development and implementation
support
NHA IADVISORS Page33
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C S14, 1
Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Firm Qualifications — Willdan
https:// www. willdan. com/ index
Fiscal Impact Analysis Project Experience
Willdan has completed fiscal and economic impact analyses for a variety of projects and public agencies across California. The team proposed for this engagement has prepared dozens of such studies to support planning efforts, development reviews, incorporations, and annexations. A representative selection of project examples is provided below.

Gilead, Chess-Hatch, Mirabella, and Pilgrim- Triton Fiscal Impact Studies, City of Foster City — evaluated the fiscal impact of three specific plans in the City, analyzing the effect of these plans on services, anticipated new revenues and expenditures, and the necessity for new public facilities to serve each proposed project.

Hayward Highway 238 Sites Analysis, City of Hayward — analyzed parcels available to the City for purchase from CalTrans under a number of development assumptions ( such as housing or a commercial center) to determine residual land values and the possible use of public finance mechanisms for infrastructure.

Monterey Downs Fiscal and Economic Impact Analysis, County of Monterey—prepared an analysis of the fiscal and economic impacts of the Monterey Downs project on the City of Seaside and the County of Monterey. Project included residential, retail, hotel and an equestrian facility that includes an event arena.

Imperial Valley Solar Economic Impact Analyses, County of Imperial — evaluated the fiscal and economic impacts of a series of proposed solar voltaic facilities ( or " solar farms") on land near the City of Calipatria. Calculated the tax revenues and service expenditures accruing to the County from development of the project, and estimated the economic impacts, including the impact of the construction and ongoing operation of the solar farm, along with the negative impact of the removal of the project site from agricultural production.

Alameda Point Conceptual Plan Fiscal Impact Analysis, City of Alameda — prepared an estimate of the fiscal impact of the development to provide guidance specific to the range of negotiation of incentives for development. Examined expected project revenues and expenditures required to provide municipal services.

Napa Pipe Specific Plan Analysis, County of Napa — analyzed the fiscal and economic impact of the project on Napa County, as well the City of Napa, and prepared an urban decay analysis.

Loma Rica Specific Plan, City of Grass Valley — prepared a market study, fiscal impact study, and implementation plan for the Loma Rica Specific Plan.

Newark Dumbarton Station Area Plan, City of Newark ( CA) — prepared a market study, economic impact analysis, fiscal impact analysis, and infrastructure implementation plan.

Revenue Enhancement OptionsStudy, City of Duarte—examined options to seek additional revenue as well as realize savings on City services. Analyzed the feasibility and approximate revenue from several sources, including parcel taxes, special taxes, utility user fees, sales tax measures, and others.

Downtown Revitalization Plan, City of Salinas— prepared a market study for the downtown area to identify opportunities for development. Provided advice on fiscal impact issues and financing tools available to assist with construction and rehabilitation of infrastructure in the downtown area.

NHA IADVISORS Page34
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

5. KEY PERSONNEL AND RESUMES
NHA Advisors ( Team Manager)
NHA' s Mark Northcross will serve as Team Manager to coordinate the efforts on Studies 1 and 2, facilitate good communication among the teams, and provide oversight on scenario design for the studies. A summary of Mark' s bio is provided below and full resume is provided in Appendix A.

Mark Northcross, Principal. Role: Team Manager
Mr. Northcross has more than 40 years of public finance experience in California. He is a leading advisor on climate change infrastructure and leads NHA' s alternative financing practice that focuses on " holistic" funding solutions, with special emphasis on SRF, WIFIA, Federal and State grants. Mr. Northcross has also managed the formation of CFDs for P3' s throughout the State since 1987 and is a leader in California in negotiating both public- private partnerships for both land- secured debt and redevelopment. He holds a B.A. in Social Sciences from the University of California, Irvine. He maintains his MSRB Series 50 License.

Raftelis (Study 1)
A summary of the Raftelis Team assigned to perform the scope of work for study 1 is provided in the organizational chart below. Full resumes for the assigned Raftelis team are provided in Appendix B.

Town of Los Gatos

PROJECT MANAGER/ PRINCIPAL IN CHARGE/

LEAD FACILITATOR
Jonathan Ingram

FINANCIAL MODLL STAFF
FACILITATION DEVEP ^ Plh! 1F1. 1F CONSULTANTS

SUPPORT
Emily Uselton Claire Pritchard
Nancy Hetrick Chad Cowan Polly Englot
Willdan (Study 2)
In order to perform the scope of services for Study 2 ( Fiscal Impact Study), Willdan proposes to assign the following team to the Town:

James Edison Managing Principal
Mike Medve Principal Consultant
Jasper Andrade Lead Analyst
Complete resumes for the Willdan team assigned to the Study 2 project are included in Appendix C.

NHA I ADVISORS Page35
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

6. TIMELINE AND WORK PLAN
Based on the scope of services discussed under Section 3 of this combined Study 1 and Study 2 proposal, our team proposes the timeline in the table below. Based on the schedule in the RFP, we understand that the Town intends to begin the contracting process with its selected consultants the week of September 2029.

Months After Study 1: Fiscal Condition Study 2: Fiscal Impact Study 3: Asset Liability Contract Analysis and Five- Year Analysis Management
Execution Forecast NIA Proposal Provided
Under A Separate Cover)
1 Project Initiation Project Initiation Project Initiation 2 Data Collection and Inventory and Evaluate
Review Liabilities
3 Assess Financial
Condition
4 Develop Forecasting Develop fiscal revenue Funding Needs and Risk Model and cost inputs Reduction Analysis
5 Complete 20- Year Fiscal
ALM Modeling
Impact Analysis
Final Reporting and Finalize Fiscal Impact
6 Reserves Guidance
Knowledge Transfer Model
7 Study 1: Fiscal Condition Analysis ( Raftelis) Additional Project Schedule Details

NOV DEC JAN FEB MAR APR
Activity 1- Proiect Initiation
Activity 2- Assess Financial Condition 410,
Activity 3- Develop Forecasting
Model
Activity 4- Final Reporting&
Knowledge Transfer
In- Person Meetings
Web Meetings
Deliverables
NHA IADVISORS Page36
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct.ci Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

7. SAMPLES OF COMPARABLE PROJECTS
Study 1: Fiscal Condition Analysis ( Raftelis)
Waukesha County Wisconsin
Waukesha County (County) contracted with Raftelis in early 2024 to conduct analyses related to County budget forecasting, gap identification and closure, and facilitation of a Budget Task Force comprised of community leaders to advise on gap closure recommendations. The goal of this engagement was to develop the information and understanding necessary to identify opportunities for improved efficiency and effectiveness of operations, staffing, structure, technology, processes, and policies necessary to provide desired services while operating within the County' s financial constraints. Raftelis completed detailed financial modeling and analysis and facilitated four budget task force meetings comprised of over 30 community members, stakeholders, and municipal and public safety leaders. The Budget Task Force Report for Waukesha County is included in Appendix D to this proposal.

Study 2: Fiscal Impact Study ( Willdan)
Richards Ranch Fiscal Impact Study
The City of Santa Maria and the County of Santa Barbara engaged Willdan in 2025 to perform a fiscal impact study for a mixed- use Richards Ranch Project on the border of the City of Santa Maria in the unincorporated community of Orcutt. The analysis reviewed potential impacts of the Richards Ranch project on the city of Santa Maria General Fund and the County of Santa Barbara general fund. The fiscal impact analysis report is included in Appendix E to this proposal.

8. DISCLOSURE OF ABSENCE OF LITIGATION OR DISCIPLINE OVER LAST FIVE YEARS NHA Advisors ( Team Manager)
There have been no instances in the last five years where NHA Advisors has been terminated in providing advisory services. There are no pending legal actions alleging violations of law against the firm, any partner of the firm, or any employee of the firm by any Federal or State regulatory agency.

Additionally, NHA does not have any legal events and disciplinary history on its Form MA and Form MA- I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The Town may electronically access NHA' most recent Form MA and each most recent Form MA- I filed with the Commission at the following website:
www. sec. gov/ edgar/ searchedgar/ companysearch. html
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA- I filed with the SEC.

Raftelis ( Study 1)
Description: Raftelis has been joined as a third- party defendant in a lawsuit filed by local developers against the Town of Fuquay- Varina, North Carolina. The subject of this currently pending litigation is development impact fees assessed by the town and developed by Raftelis. This is the only legal case in which Raftelis has been joined as a party in the history of our firm. Raftelis intends to vigorously defend the allegations and claim.

NHA IADVISORS Page37
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Al
ci Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Willdan ( Study 2)
Willdan Financial Services has not been involved in any litigation, arbitration, regulatory proceeding, or disciplinary action within the past five ( 5) years that would affect its ability to perform the services described in this proposal. Willdan is not subject to any conditions ( e. g., bankruptcy, pending litigation, planned office closures, impending merger) that would impede completion of this engagement.

9. REFERENCES
NHA Advisors References ( Team Manager)
Reference For Team Manager Services: Tahoe Douglas Visitors Authority Contact: Carol Chaplin, President & CEO
Contact Address: 4114 Lake Tahoe Blvd. South Lake Tahoe, CA 96150 Contact Phone& Email Address: ( 775) 589 - 2055 I carol@visitlaketahoe. com Start & End Date of Services: 2017 - Present
Coordination between multiple consulting teams, legal counsel, and public agency staff to finance a $ 100 million events center in Stateline Nevada.

NHA' s role in this project was Municipal Advisor to the Tahoe Douglas Visitors Authority. However, that role included a project/ team manager component to coordinate efforts from Description of Services:
consultants ( preparation of multiple studies to support the financing), legal counsel ( efforts among TDVA' s general counsel, bond counsel, and disclosure counsel firms), construction contractors and engineers, and public agency staff at multiple public agencies.

IFee Charged: $ 309, 788 ( total fee charged over 2+ year engagement) Raftelis References ( Study 1)
Commerce City CO
Reference: Theresa Wilson, CFO
P: 303. 289. 3627/ E: twilson@c3gov. com
Cost: $ 153, 610
Raftelis was engaged by the City of Commerce City, Colorado, to develop a comprehensive 10- year LongTerm Financial Plan. Our work included a thorough assessment of the City' s financial condition, analysis NHA IADVISORS Page38
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) of historical and projected revenues and expenditures, evaluation of debt capacity and reserve policies, and review of the City' s Capital Improvement Program. We developed a robust yet user- friendly financial model that enabled staff to test multiple projection scenarios and evaluate the fiscal impact of different policy and investment choices. The model was designed not only to serve as a forecasting tool but also as a decision- support resource for City leadership and the governing body.

Through a collaborative process that included staff interviews, department-level engagement, and workshops with the City Council and the public, we ensured that the plan reflected both operational realities and community priorities. The final Long-Term Financial Plan provided a clear roadmap for fiscal sustainability, equipping the City with the tools and strategies needed to balance service delivery expectations with underlying revenue growth. The project demonstrated our ability to integrate technical analysis with facilitation and decision- making support—helping Commerce City leadership make informed, transparent, and actionable fiscal choices.

Waukesha County
Reference: Shawn Lundie, Chief of Staff
P: 262. 548. 7902/ E: Slundie@waukeshacounty. gov
Cost:$ 124, 550
Waukesha County ( County) contracted with Raftelis in early 2024 to conduct analyses related to County budget forecasting, gap identification and closure, and facilitation of a Budget Task Force comprised of community leaders to advise on gap closure recommendations. The goal of this engagement was to develop the information and understanding necessary to identify opportunities for improved efficiency and effectiveness of operations, staffing, structure, technology, processes, and policies necessary to provide desired services while operating within the County' s financial constraints. Raftelis completed detailed financial modeling and analysis and facilitated four budget task force meetings comprised of over 30 community members, stakeholders, and municipal and public safety leaders.

City of Irvine
Reference: Dahle Bulosan, Director of Administrative Services P: 949. 724. 6263/ E: dbulosan@cityofirvine. org
Cost:$ 65, 000
In 2025 the City of Irvine engaged Raftelis to perform an assessment of its funding for fire services from the Orange County Fire Authority ( OCFA). The City believed that its special district tax dollars were in excess of services received and sought an independent review and determination. Project work included meeting with City and OCFA leadership, and an extensive and detailed review of OCFA expenditures and revenues, including capital improvement expenditures in particular.

Raftelis concurred with the City that its contributions to OCFA exceeded services received and outlined the pros and cons of various models and alternatives for fire service provision, including estimates for standing up a City- run department and creating a City- specific fire district, among others. The City is undergoing internal discussions as to which method or methods to pursue going forward.

NHA IADVISORS Page39
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) City of Centennial
Reference: Jeff Cadiz, Finance Director
P: 303. 754. 3440/ E: lcadiz@centennialco. gov
Cost:$ 38, 800
The City of Centennial ( City) engaged Raftelis to develop an interactive, dynamic, and sustainable model to support a better understanding of past resource availability and resource use, as well as provide mechanisms to forecast future requirements over a 10- year period. The model supports the use of both historical and current information as a basis for projecting revenues, expenditures, and fund balances in the major operating funds. The model is based on budgeted and actual revenue, expenditure, and fund balance data provided by the City of Centennial. Projections are based on a variety of factors, including historical data, the projected future cost of living increases, and other operating information provided by the City. The model is intended to serve as a living document and support updates by the City over time.

City of Loveland
Reference: Tim Sendelbach, Fire Chief
P: 970. 962. 2827/ E: Tim. Sendelbach@lfra. org
Cost:$ 59, 800
The Loveland Fire and Rescue Authority ( LFRA) engaged Raftelis to assist the organization and its supporting partners, the City of Loveland and the Loveland Rural Fire Protection District, with the development of a comprehensive financial plan in the form of an interactive, eight-year financial sustainability model. The model will be used to evaluate the financial environment for the LFRA under current service levels, as well as testing assumptions regarding future impacts from growing service demands and initiatives.

In addition to the comprehensive model, the effort includes an assessment of financial impacts on the baseline and forecasting operating levels, including the following: developing a recommended property tax mill levy for the Loveland Rural Fire Protection District, investigating a proposed Fire Safety Tax, and reviewing the LFRA fee schedule for recommended changes and additions. The result is a comprehensive understanding of LFRA operations and services supported by a sustainable financial approach in order to support executive and Board decisions, as well as incorporation into the intergovernmental agreement for fire and rescue services.

The Woodlands Township T
Reference: Monique Sharp, President and CEO
P: 281. 210. 3831/ E: msharp@thewoodlandstownship- tx.gov Cost:$ 333, 300
The firm has enjoyed a 20- year history of engagements in The Woodlands (Township), with the former Woodlands Community Service Corporation and The Woodlands Township. Our previous experience with The Woodlands includes strategic planning, Board retreat facilitation, development of customer service standards, and the establishment of a performance evaluation system.

NHA IADVISORS Page40
Financial& Policy Strategies. R A F T E L I S LLDAN
Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) The Novak Consulting Group, now Raftelis, conducted a detailed financial analysis of incorporation alternatives for the Township. The Township selected us as the sole consulting firm to facilitate its incorporation process. Service sharing—contracting with local municipal utility districts and Montgomery Count — was a critical part of the incorporation assumptions. In 2020, we completed a report on governance planning in anticipation of an upcoming ballot measure on incorporation. This included extensive work on development review and land use plans and forecasts as the community moves forward.

City of Boulder CO
Reference: Jane Brautigam, Former City Manager( retired) P: 720.425. 9757/ E: icbrautigam@gmail. com
Cost:$ 114, 500
The City of Boulder ( City) has engaged the firm for a variety of services since 2010. Part of that effort included the development of a dynamic, user- friendly 10- year financial model to anticipate revenue and expenses and prioritize investments within the context of their long-term financial impact. This effort was later followed by the development of detailed financial and cost-allocation analysis of technology and facilities.

Willdan References ( Study 2)
City of Lancaster, CA
Special Tax Consultant and Community Facilities District Formation Services Willdan assisted the City of Lancaster with a cost of service and fiscal study, and subsequent CFD formation, to fund maintenance services associated with new development projects in the City. The City requested that the special tax rates be lower in the City center to account for the existing availability of resources and lower demand for services within that region. Areas external to the City center generally would require the construction of new public facilities ( community centers, corporation yards, parks, trails, etc.) and would incur greater maintenance demand. Only limited guaranteed revenues were considered in the fiscal analysis. The CFD was formed in early 2021.

Willdan completed special tax analysis and cash flow pro forma analysis for the project, developed a taxing methodology that suited anticipated development, and which apportioned the tax burden among the types of development expected in the areas proposed for inclusion in the CFD, and we prepared the Rate and Method of Apportionment and CFD Report. The first annexation to the CFD took place in Summer 2022.

Fees Charged: $ 45, 000
Client Contact: George N. Harris II, MPA, Director of Finance Tel #: ( 661) 723- 5988 I Email: aharris@cityoflancasterca. org City of Alameda, CA
Fiscal & Economic Impact Analysis
NHA I ADVISORS Page41
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) The City of Alameda engaged Willdan to support the redevelopment of Alameda Point, a former naval air station comprising roughly 1, 400 acres. Willdan' s work included preparing a fiscal impact analysis of the planned development, a facilities financing plan, and a feasibility analysis to evaluate whether projected development could sustain the infrastructure needed to rehabilitate the base. The team also assisted the City in negotiations with developers of the first two parcels and presented findings at several public meetings.

Willdan' s fiscal analysis modeled anticipated General Fund revenues ( property tax, sales tax, and other sources) and expenditures (public safety, maintenance, and park services) at full buildout and for an initial phase. The infrastructure financing plan assessed potential funding sources— including developer equity, assessments, and special taxes— and phased infrastructure costs. The feasibility analysis then evaluated the tax and assessment burden relative to projected land values to determine whether development could reasonably support the City' s long-term financing strategy.

Fees Charged: $ 75, 800
Client Contact: Jennifer Ott, Alameda City Manager
Tel#: ( 510) 747-4700 I Email: manageraalamedaca.gov
City of Hayward, CA
Fiscal Impact Analysis
The City of Hayward had an option to acquire several parcels from CalTrans that had been purchased as right of way for the expansion of Highway 238, connecting Interstate 580 and Interstate 880 through the City. The plan was stopped and CalTrans began the process of selling the land. Hayward reserved an option on certain parcels and needed assistance with the understanding the development potential of the parcels, including fiscal impacts, public finance, land uses, and residual value. This project is ongoing as Willdan assists the City and its elected officials in understanding each parcel and its potential, along with the tradeoffs inherent in City policy goals such as the provision of affordable housing or fostering a vital downtown.

To date Willdan has analyzed five of the parcels under a number of development assumptions to determine residual land value and the possible use of public finance mechanisms for infrastructure. As part of this effort Willdan has provided a sensitivity analysis showing the tradeoffs of various development and policy scenarios ( primarily the effect on residual land value and project feasibility).

Fees Charged: $ 118, 230
Client Contact: Nicole Gonzales, Finance Director, City of San Leandro( Formerly City of Hayward Finance Director)
Tel #: ( 510) 577- 3376 I Email: ngonzales@sanleandro. org NHA IADVISORS Page42
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

10. PRELIMINARY FEE SCHEDULES
NHA Advisors ( Team Manager)
For work as Team Manager facilitating Studies 1 and 2 described in this proposal, NHA proposes to be compensated based on time and materials required at the hourly rate schedule shown below. We propose a not-to- exceed budget for these services of$ 17,500. This budget equates to approximately 50 hours of time serving in this capacity.

Fixed Fee Fee
Engagement/ Administrative Setup
500
Contract, Insurance, etc.)
Professional Services ( Hourly)
2025
Rates( 1) c2
Principal 360
Director/ Senior Vice President 335
Vice President 310
Assist. Vice President/ Sr. Associate 285
Associate 260
Senior Analyst 230
Analyst 205
Administrative 130
1) Hourly rates will escalate by 3% annually each January 1st( rounded to the nearest five dollars based on the
prior year' s rounded amount).
2) Effective hourly rates shown in invoices may be reduced to incorporate non- billable time.

NHA I ADVISORS Page43
Financial& Policy Strategies. R A F T E L I S 1I W I LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C 0ci Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Raftelis Proposed Fees for Study 1
A breakdown of costs for Study 1 by project activity is provided in the table below.

Activity Description
Consultant
Expenses Total Cost
Labor
1 Project Initiation 9, 100 1, 250 10, 350
2 Assess Financial Condition 24, 250 4, 900 29, 150
3 Develop Forecasting Model 39, 250 3, 200 42, 450
4 Final Reporting & Knowledge Transfer 20, 750 2, 800 23, 550 BASE SUBTOTAL $ 93, 350 12, 150 105, 500
5 OPTIONAL— Develop Gap Closure Strategies 26, 450 3, 600 29, 750 6 OPTIONAL— Decision- Support for Town Council 24, 750 5, 280 29, 750 TOTAL WITH BOTH OPTIONS $ 144, 550 21, 030 165, 000
NHA IADVISORS Page44
Financial& Policy Strategies, R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Willdan Proposed Fees for Study 2
Based on the Scope of Services presented herein, we propose a fixed fee of$ 18,000. This fee includes attendance at a total of two meetings with Town staff and/ or a Town Council meeting. Attendance at more than two meetings will require additional billing at the applicable hourly rate identified in the table below. Additionally, comprehensive written responses to resolve conflicts, and preparation of more than one set of major revisions to the report, will be classified as additional services, and may require additional billing at the stated hourly rates. These additional fees shall only take effect once the fixed fee stated above has been exceeded.

Town of Los Gatos
Fiscal Impact Analysis
EMr WFS Fee Proposal
J. Edison M. Medve J. Andrade
Principal-in- Project Lead
Charge Manager Analyst Total
310 $ 270 $ 120 Hours Cost
Scope of Services
Task 1: Data Collection and Review 4. 0 8. 0 12. 0 24. 0 $ 4, 840 Task 2: Develop Fiscal Revenue and Cost Inputs 2. 0 8. 0 14. 0 24.0 4,460 Task 3: Fiscal Modeling and 20-Year Impact Analysis 4. 0 10. 0 12. 0 26. 0 5, 380 Task 4: Report Preparation and Presentation 2. 0 6. 0 9. 0 17. 0 3, 320 Total— Fiscal Impact Analysis 12.0 32.0 47.0 91. 0 $ 18,000 Hourly Rates/ Additional Services
Willdan' s hourly rates are listed below.

Willdan Financial Services
Hourly Rate Schedule
Position r-- am Member Hourly Rate
Vice President/ Director 310
Managing Principal James Edison 300
Principal Consultant Mike Medve 270
Senior Project Manager 250
Project Manager 210
Senior Project Analyst 150
Senior Analyst 135
Analyst II Jasper Andrade 120
Analyst I 110
NHA IADVISORS Page45
Financial& Policy Strategies. R A F T E L I S 1IWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C At
i.k. ) c,( Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT)

11. STATEMENT OF INSURANCE COVERAGE
The tables below summarize each member of our team' s insurance coverage compared to the Town' s Sample Consultant Services Agreement. Each team member will maintain the required coverage for the term of the contract if selected by the Town for this engagement.

NHA' s Insurance Coverage
Coverage Type
Town' s Requirements
NHA' s Coverage
in Sample CSA
Valley Forge Insurance Company
Carriers N/ A Hartford Casualty Insurance Company
Underwriters at Lloyd' s, London
General Liability
per occurrence)
2M 2M
General Liability
Not specified 4M
aggregate)
Auto Liability 1M ( per accident) 1M ( per accident)
Worker' s Comp( per
occurrence)
1M 1M
Professional Liability 1M per occurrence 1M per occurrence/$ 2M aggregate Raftelis' Insurance Coverage
Coverage Type
Town' s Requirements
Raftelis' Coverage
in Sample CSA
Federal Insurance Company
Chubb National Insurance Company
Carriers N/ A
ACE American Insurance Company
Hanover Insurance Company
General Liability
per occurrence)
2M 1M
General Liability
Not specified 2M
aggregate)
Auto Liability 1M ( per accident) 1M ( per accident)
Worker' s Comp (per
occurrence)
1M 1M
Professional Liability 1M per occurrence 5M
Additional Coverage 5M Excess Liability ( Umbrella Coverage) NHA IADVISORS Page46
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct. Itici Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) Willdan' s Insurance Coverage
Town' s Requirements
Coverage Type Willdan' s Coverage
in Sample CSA
Travelers Property Casualty Company
of America
Carriers N/ A Allied World Surplus Lines Insurance
Company
General Liability
per occurrence)
2M 1M
General Liability
Not specified 2M
aggregate)
Auto Liability 1M ( per accident) 1M ( per accident)
Worker' s Comp( per
occurrence)
1M 1M
Professional Liability 1M per occurrence 1M per claim

12. TOOLS, DATA SOURCES, AND USE OF Al
Raftelis' Response for Study 1 ( Fiscal Condition Analysis) The fiscal condition assessment and financial projections will be developed using a flexible Excel- based model, which will be transmitted to the City. The model will be built on the City' s existing revenue and expenditure data, both current and historical. Artificial intelligence will not be used in the development of this model.

Willdan' s Response for Study 2 ( Fiscal Impact Analysis) The team members assembled for this engagement have extensive experience with financial modeling in Excel for a broad range of financial analyses. Stemming from the team' s experience managing longterm financial models of all types for cities, counties, school districts, toll road agencies, port authorities and other public entities, Willdan uses a modified version of the F1F9 financial modeling style to allow for the analysis of just about any type of cost or revenue, from the simplest to the most complex. Using the principles of structured design, transparency, robust annotation and adherence to sound financial modeling principles, our models are built to be flexible, auditable and easy to maintain and adjust to match the needs of the client.

Quality Control/ Quality Assurance( QA/ QC) is integrated into our team' s process. However, when dealing with large, complex financial models, the importance of adhering to time-tested financial modeling principles cannot be underestimated. This makes the initial modeling process less likely to result in errors and also makes errors easier to identify and fix during the QA/ QC process.

The core of the financial model is a " back-end" simply formatted horizontal cash flow worksheet that contains all necessary calculations, assumptions and formulas. The formula- based back-end model can be NHA IADVISORS Page47
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C ct. Itia o) Los GATOS— PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) easily audited and reviewed for assumptions and consistency. From there, we transpose the data into a more readable vertical format so that it can be presented in the report and/ or the presentation. These tables will be robustly annotated and formatted for visual appeal and readability.

The draft report will be provided to the City in MS Word format. For each round of comments/ edits, clean and redline versions will be distributed. When the report is finalized, a final Word file and PDF will be provided so that text and tables can be added to staff reports and/ or other City documents, as needed.

Willdan uses Enterprise Artificial Intelligence ( Al) occasionally and sparingly when developing work products. Examples may include the following:

To accelerate the process of finding a specific law or industry best practice.

To receive suggestions for word choice, formatting and/ or visual presentation of results.

Discovering lesser- used functions in Excel or save time developing regular expressions, conditional formatting formulas or similarly complex tasks.

Willdan does not use Al output directly in reports or use any suggestion provided by Al without first verifying, validating and/ or auditing the results. Furthermore, the Enterprise Al software that we use does not share, store, or train on our data, ensuring complete confidentiality and compliance with client privacy requirements.

The following is a list of resources commonly used in fiscal impact studies:

Microsoft Excel
County Auditor data related to ABS apportionment factors for each Tax Rate Area ParcelQuest for Assessed Values and other property information Bureau of Labor Statistics data related to the number of jobs within the City Census and/ or American Community Survey data
California Department of Finance population and persons per household data Other data points originating from government, NGO and qualified private sources as needed.

NHA IADVISORS Page4S
Financial& Policy Strategies. R R A F T E L I S 'WWI LLDAN Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) APPENDIX A: NHA RESUMES
N HA I ADVISORS Financial& Policy Strategies.

Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Staff Resumes — NHA Advisors, LLC
Mark Northcross, Principal
During a California public finance career that spans back to 1981, Mark Northcross has structured debt for nearly every kind of issuer and nearly every kind of revenue source legally available in the State.

Mr. Northcross is a leader in statewide work on climate change adaptation.

He managed the delivery of a comprehensive funding guide for Resilience by Design, a Rockefeller Foundation funded program for the Bay Area. He works Public Finance
Professional Since: with the Bay Conservation and Development Commission, Bay Area Regional 1981
Collaborative, the Southern California Association of Governments and the Resources Legacy Fund on climate change adaptation issues. Mr. Northcross Expertise also serves on special climate change committees under the aegis of the City of Sacramento, the West County Wastewater District and the Coastal Public Policy Hazards Adaptation Resiliency Group. With expertise in wildfire risk Utility Financing mitigation and funding, Mr. Northcross was invited by the Federal Reserve Climate Change Bank of San Francisco to prepare an article on that subject for their Infrastructure
Community Development Innovation Review publication, which was Development/ Land—
published in October 2019. A link to that article is available here:

Secured Financing
https:// www. frbsf. org/ community- development/ publications/ community- development_ Economic investment- review/ 2019/ october/ rebuild-to-fail- or-rebuild- to-adapt- how-cra- lending- canDeve to pment guide- climate-change- disaster- response/ Developer
Mr. Northcross was an integral team member for the California Resilience Negotiations
Pension Financing
Challenge project in the Town of Paradise. That project was completed in April 2023 and featured groundbreaking work quantifying potential reductions in fire related losses and in insurance premiums in the wildlandEducation urban Interface through fire mitigation methods. More detail about that T T T
project can be found here: httrs:// www. bavareacouncil. org/ press- releases/ new- studvUU1RVINE shows- haw- communities- in- the- wiIdland- urban- interface- can- drastically- reduce- fire- risk- andreduce- i nsura nce-° rem i ums/ B. A. Social Sciences Mr. Northcross is also leader in negotiating both public- private partnerships and the workout of defaulted debt. He has negotiated public- private Licenses & Registrations partnerships for the successful development of major mixed- use projects, including such diverse communities as Davis, Fort Ord Reuse Authority, Registered with the
Hemet, Mammoth Lakes, Palmdale, Rocklin, South Lake Tahoe, and West SEC and MSRB
Covina. He is also a leader in negotiating joint ventures between different Series 50 License public agencies — with notable success in putting together bond funded risk sharing programs for cities, counties, and school districts in California.

With a practice in water and sewer financing dating back to 1983, Mr.

Northcross is very active in water and sanitation policy issues in California.

He presently serves on the California Association of Sanitation Agencies SRF committee.

Mr. Northcross also has hands- on experience as a CFO, serving since 2001 as N H A I ADVISORS treasurer for the West Point Inn Association, which runs a 117- year- old hikeFinancial& Policy strategies. in hotel in the parklands of Marin County.

Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) APPENDIX B: RAFTELIS RESUMES
N HA I ADVISORS Financial& Policy Strategies.

Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Jonathan Ingram arT-444‘-

PROJECT MANAGER / PRINCIPAL IN CHARGE / LEAD
1 FACILITATOR
Vice President
Professional History
ROLE
Raftelis: Vice President
2024- present); Senior
Jonathan will manage the day-to- day aspects of the project ensuring it is Manager( 2021- 2023); within budget, on schedule, and effectively meets the City' s objectives. He Manager( 2020- 2021); will also lead the consulting staff in conducting analyses and preparing Senior Associate, The Novak
deliverables for the project. Jonathan will serve as the City' s main point of Consulting Group ( 2012- 2020)
contact for the project. City of Cincinnati, Ohio:

Budget Manager( 2010-
PROFILE 2012)
Jonathan has 20 years of experience in management consulting and local Management Partners:

Senior Management Advisor
government management, most recently as budget manager in the City of 2005- 2010) Cincinnati, Ohio, budget office. Before that, Jonathan served as a management consultant and worked in the city manager' s office for the City Education of Highland Park, Illinois. Master of Public
Administration - Northern
Illinois University ( 2005)
Jonathan is a skilled financial analyst in the areas of budget and revenue Bachelor of Arts in Political
analysis and has led our work with fiscally distressed communities, Science - Aurora University supporting their efforts to restore operational and financial sustainability. 2003) Additionally, he has extensive experience as a management and operations consultant to local governments in the United States and abroad. Professional Memberships International City/ County
As a consultant, Jonathan has completed operations reviews for over 200 Management Association
ICMA)
local governments and has helped to improve service delivery for a broad Ohio City/ County
range of departments— from police to public works. He has developed staffing Management Association and deployment plans for city operating departments, analyzed and facilitated OCMA) intergovernmental consolidations, helped local governments develop custom performance management systems, and facilitated the development oflong-term strategic plans and financial models.

Jonathan' s areas of expertise are in local government budgeting and finance, operations analysis, project management, public safety staffing analysis, process improvement, and performance measurement. He is adept at quickly assessing strengths and opportunities within a municipality, analyzing and developing actionable recommendations for improvement, and communicating findings and next steps to a wide variety of audiences, including staff, elected officials, and the public. During his tenure with the City of Cincinnati, Jonathan managed the development and administration of a$ 1 billion operating budget. He also conducted special analysis projects, served on the City's collective bargaining team, and co-managed the implementation of an enterprise budget system.

Jonathan earned a bachelor's degree in political science from Aurora University and a master's degree in public administration from Northern Illinois University. He is a member ofthe International City/ County Management Association and the Ohio City/ County Management Association.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Nancy Hetrick f=`

FACILITATION SUPPORT
Vice President
ROLL Professional History
Raftelis: Vice President ( 2023-
Nancy will work at the direction of Jonathan in assisting with facilitation of present) meetings and workshops. Baker Tilly LLC: Managing
Director( through acquisition)

PROFILE
2022- 2023
Management Partners: Vice
Nancy has nearly 30 years of experience as a local government management President, Partner, Senior consultant and practitioner. Her lifelong commitment to the value and Manager, Senior Management importance of public service underscores her work with local government Advisor( 2006- 2022)
clients. She invests time to understand both the human dynamic and the County of San Mateo, County
Manager' s Office: Principal
systems and culture within an organization to ensure project outcomes that Management Analyst,
will best service the unique needs of the organization. Management Analyst III ( 2001- 2006)
Nancy has extensive experience as a facilitator and trainer. She has worked Management Partners:
with both elected and appointed officials from jurisdictions throughout the Management Advisor( 1996- western United States to conduct goal- setting, develop strategic plans, and 2001) prioritize service delivery. She has led engaging strategic planning processes Norman Roberts and
Associates ( Executive
that sharpen focus while strengthening teamwork. The strategic plans that are Recruiters): Research
developed offer a meaningful and implementable road map for the Associate ( 1995- 1996) organizations she serves. In addition, Nancy has worked with leadership teams in all local government service areas to improve team effectiveness. Education Coursework complete toward
In addition to her work in organizational development and strategic planning Master of Public Administration,
California State University, San
Nancy has led hundreds of local government consulting engagements Francisco ( 1996- 1997)
spanning all areas of general management consulting support, including Bachelor of Arts, Political executive recruitment, organization assessment, workforce and succession Science with concentration in planning, performance management system design, and financial Public Administration, California sustainability planning. State University, Chico ( 1994) Nancy is active in professional associations that support the advancement of Cer
Myers- Bonsriggs Type Indicator
local government professionals. She served as the President of the Municipal DiSC Management Association of Northern California( MMANC), founded the CPI 260 California Women' s Leadership Summit, and sits on the board of Cal-ICMA, where she Psychological Inventory chairs the Cal-ICMA Talent Initiative.

Professional Memberships
Nancy studied political science with a concentration in public administration ICMA
Cal- ICMA
as an undergraduate and continued her studies in a Master of Public Women Leading Government
Administration program. She has participated in an executive leadership Municipal Management program and received certifications in leadership and style assessment tools Association of Northern such as the Myers- Briggs Type Indicator( MBTI), DiSC, and the CPI 260 California, Past President, Psychological Inventory. founder, Women' s Leadership
Summit

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Emily Uselton

FINANCIAL MODEL DEVELOPMENT
Senior Manager if". it
ROLE Professional History
Raftelis: Senior Manager
Emily will work at the direction of Jonathan in developing the financial 2025- present); Manager
model for the City. 2023- 2024)
City of Norfolk, Virginia; Interim
PROFILE Budget Director( 2022);
Assistant Budget Director
Emily joined Raftelis in 2023 after more than seven years of direct service to 2021- 2022); Budget and the City of Norfolk, Virginia. Emily has over 15 years of finance experience Policy Manager( 2019- 2021); in both the private and public sectors. As Norfolk' s Budget Director and Budget Analyst/ Senior Analyst Assistant Director, Emily was responsible for overseeing the City' s strategic 2015- 2019) financial and policy planning, including managing the development and Welltower( formerly Healthcare administration of a$ 1 billion operating budget. Her leadership helped REIT): Director Relationship provide effective resource recommendations, leading to better performance Accounting ( 2010- 2013)
Crowe Horwath LLP: External
outcomes and the ability to solve challenging policy issues. Emily led several Auditor, Financial Institutions
citywide initiatives, including public workforce recruiting and retention Group ( 2008- 2010) strategies, the development of a program budget, as well as budget development public engagement efforts. Emily' s direct service experience and Education breadth of exposure to relevant local government and utility policy issues Master of Public Policy— make her skillful at asking thought- provoking questions, inspiring innovation College of William and Mary 2015)
and creativity in the problem- solving process, and yielding results that are as Bachelor of Science in
pragmatic as they are valuable. During her time in local government, she Accounting and Finance— presented to a
variety of stakeholders, including the City Council, executive Xavier University leadership teams, community groups, and a cross- section of department- level 2008) staff.

Certifications
Certified Public Accountant,
Since joining Raftelis, Emily has continued to assist utility and local CPA ( inactive— 2009)
government clients across an array offocus areas, encompassing strategic planning, facilitation, and organizational assessments. Emily' s areas of Professional Memberships expertise are in budgeting and finance, workforce planning, operations Government Finance Officers analysis, internal service functions, project management, and performance Association ( GFOA)
measurement. She is a quick study of organizational context, providing International City/ County
relevant and achievable recommendations that appreciate the unique Management Association
ICMA)
considerations of each organization. Engaging Local Government Leaders ( ELGL)
Previously, Emily worked in private- sector finance and accounting. She began her career as an auditor for mid-size financial institutions before transitioning to a commercial healthcare real estate company, where she built a team of accountants responsible for overseeing multiple mergers and acquisitions between the company and seniors housing operators across the U.S. and abroad.

Emily earned a master' s degree in Public Policy from the College of William and Mary, and a Bachelor of Science with concentrations in Accounting and Finance from Xavier University—Cincinnati. Since 2009, she has held a certified public accountant, CPA certification ( inactive).

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Chad Cowan

FINANCIAL MODEL DEVELOPMENT
Senior Manager
ROLE Professional History
Raftelis: Senior Manager
Chad will work at the direction of Jonathan in developing the financial 2023- Present) model for the City. DebtBook: Director( 2022-
2023)
PROFILE HilltopSecurities, Inc.:

Managing Director( 2022-
Chad joined Raftelis in August of 2023. Chad has over 24 years of experience 2023); Director 2016- 2022 working with local governments, utilities, non-profits and Higher Education City of Durham, NC:
clients. He spent the majority of his career working as a municipal advisor, Treasurer( 2013- 2016); investment banker and local government official and has executed over$ 5 Treasury Manager( 2011- billion in financing. During this time, he has assisted clients in evaluating 2013)
their long-term financial needs and the impact that current decisions have on D. A. Davidson: Vice
President ( 2008- 2011)
their long-term financial health.

Education
Through his work and education, Chad has developed a broad knowledge of Master of Public long-term financial planning for his clients, including building unique models Administration - University of for his clients to help facilitate the decision- making process. As a Consultant Southern California ( 1999) with Raftelis, Chad is responsible for delivering client services across a range Bachelor of Science in
Planning, Public Policy &
of activities, including long-term financial planning, feasibility studies, and Management- University of
other studies. Oregon ( 1996)
Chad earned a Master of Public Administration from the University of Certifications Southern California. He also earned a Bachelor of Science in Planning Series 50 Municipal Advisor Public Policy and Management.

Representative

KEY PROJECT EXPERIENC
North Carolina DEQ ( NC): Regional Water and Wastewater Infrastructure Concept Plan Chad served on the team that developed a methodology to evaluate the overall financial strength ofthe entities identified for approximately 40 individual utilities within the Study Area. The team developed a Utility Health Scorecard which provides a high-level overview ofthe health of each entity, considering various system characteristics and both financial and affordability metrics. Specifically, the Scorecard developed for this study leveraged the Environmental Protection Agency' s ( EPA) Financial Capability Assessment( FCA) Guidance as well as commonly used financial metrics and metrics related to the overall strength ofthe subject utilities.

Piedmont Triad Regional Water Authority ( NC): Long- term Financial Planning Model Chad served as the project manager for the development of a new long-term financial planning model for PTRWA in 2023 and 2024 to assist in the evaluation of significant expansion ofthe water treatment plant and implementation of new capital projects to deal with the treatment PFAs. Through the evaluation ofthe model in 2023 and 2023, the Authority worked with partners to evaluate the issuance of a significant increase in the Authority' s debt and adjustments to rates that support the Authority.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C City of Bartow( FL): General Fund Development Study
Chad served as the project manager for the development ofthe General Fund Sustainability model for the City of Bartow in 2023 and 2024. The long-term financial plan leveraged Raftelis' Decision Panel Model, which allowed the City to evaluate multiple millage rates, capital funding plans, and staffing options. Through the evaluation ofthe model in 2023, the City Council voted to increase its millage rate to fund long-overdue capital projects throughout the City. In 2024, the City hired Raftelis to update the analysis. The update confirmed the course set forth in the prior year' s review and allowed the City to move forward with the implementation of its plan.

Village of Palm Springs ( FL): Utility Rate Studies, General Fund Sustainability Model, CRA Sustainability Model
Chad served on the team that developed multiple models for the Village ofPalm Springs. Throughout the summer and fall of 2024, Raftelis partnered with the Village to complete four separate long-term models, including General Fund Sustainability, a CRA Fund Sustainability Model, a Stormwater Rate Study, and a Water and Sewer Rate Study. The team leveraged Raftelis' Decision Panel Model for each of the models, which allowed the Village to evaluate multiple solutions for each fund. The project is ongoing and expected to be completed in the next several weeks.

City of Valdosta (GA): Water and Sewer Rate Studies
Chad led the Raftelis effort on the creation of a new Water and Sewer Rate Study and Bond Feasibility analysis for the City of Valdosta( City) in 2023 and 2024. He conducted a 10- year revenue sufficiency analysis update for the water and sewer system including evaluating the City' s upcoming capital plans and drafted the bond feasibility report related to the City' s 2024 Bond issuance.

Mecklenburg County ( NC): Development of Long- term Financial Models for Solid Waste and Storm Water Departments
In a prior position, Chad served as the municipal advisor for the County and was tasked with developing long-term financial plans for the County' s Department of Solid Waste& Recycling and the Department ofStormwater Services. Each department had historically funded its capital plans with a Pay-Go model. With significant capital plans for each department, the proposed rate increases for each department were unacceptable to senior management. In conjunction with the finance team, Chad developed a long-term financial model for each department. The models provided the ability for each department to quickly adjust projected capital projects, fees and financing options. The models provided the ability for each department to partner with finance to develop proposed fee structures acceptable to senior management and adopted by the Board of County Commissioners.

City of Durham ( NC): Served as City Treasurer— Responsibilities including Debt Structuring and Analysis, Management of the City' s Investment Portfolio, Traditional Banking Relationships, and Management of the Risk Management Team
Chad served as the Treasurer for the City of Durham, NC, from 2011 through 2016. During his tenure, he managed the issuance of over$ 400 million in debt, including general obligation bonds, limited obligation bonds, water revenue bonds( including interim financing solutions), and finalizing a Section 109 HUD Loan. During this time, he also managed the City' s investment portfolio and banking relationships— including the roll-out of a new online payment platform. Over the last two years of his tenure, he led the restructuring ofthe City' s Risk Management Team, including the implementation of a new Risk Management Information System, replacing the City' s ThirdParty Administrators for workers' compensation and general liability and making significant improvements to the Department' s internal reporting process. Additionally, he assisted in the development of a long-term financial model for the City' s general fund and the evaluation of economic development proposals.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Claire 'ritchard

STAFF CONSULTANT
SeniorConsultantAL'
4't
4OLE Professional History
Raftelis: Senior Consultant
Claire will work at the direction of Jonathan in conducting interviews, 2023- present); Consultant directing research and analysis, preparing recommendations, and drafting 2021- 2022); Associate deliverables. Consultant ( 2020- 2021);
Associate Consultant, The
PROFILE Novak Consulting Group
2018- 2020)
Claire has more than 10 years of experience in management consulting and Dakota County, Minnesota:
local government management. She began her consulting career following Assistant to the County five years of service with Dakota County, Minnesota, where, most recently, Manager( 2013- 2017)
she held the position of assistant to the county manager. While with Dakota National Association of
County, Claire coordinated the County' s legislative agenda, assisted in the Regional Councils: Policy
Intern ( 2012)
development of the annual budget, and conducted financial impact analyses Congressional Research and process improvement efforts for a
variety of County functions. Claire also Service ( 2010- 2011) coordinated the County' s transition to a new form of government in 2013.

Education
As a consultant, Claire has worked on organizational and staffing analyses for Master of Public Policycommunities around the country, such as the Town of Nantucket, University of Chicago ( 2013) Bachelor of Arts in Political
Massachusetts, the City of Allentown, Pennsylvania, and the City of Science - University of
Bloomington, Indiana, as well as several utilities, including Fairfax Water, Chicago ( 2009) Virginia, Pinellas County Utilities, Florida, the San Diego Public Utilities Department, California, and Tampa Bay Water, Florida. Professional Memberships International City/ County
Claire has assisted in developing financial models to analyze revenue and Management Association
ICMA)
expenditure trends, as well as conducting detailed staffing and workload Engaging Local Government
analyses to determine optimal organizational structures. She has developed Leaders ( ELGL) and analyzed an array of employee and community- based surveys. Claire has International Facility conducted several of the best practice and benchmarking research projects and Management Association has assisted in creating strategic planning and implementation deliverables. IMFA) As a student at the University of Chicago, Claire served as a policy intern with the National Association of Regional Councils, where she developed an educational program on the work of regional councils. She was also the associate editor for international development for the Chicago Policy Review.

Claire earned a bachelor' s degree in political science from the University of Chicago and a master' s in public policy from the University of Chicago Harris School of Public Policy. She is a member ofthe International City/ County Management Association and is a former ICMA Local Government Management Fellow.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Polly Englot

STAFF CONSULTANT
Associate Consultant
ROLE Professional History
Raftelis: Associate
Polly will work at the direction of Jonathan in conducting interviews, Consultant ( 2024- present) directing research and analysis, preparing recommendations, and drafting Broward County: Budget and deliverables. Management Analyst ( 2022-
2023)

PROFILE
Food Bank for New York
City: Marketing and Events
Polly has robust analytical experience throughout the public sector, having Coordinator( 2018- 2020) worked in local government, nonprofit, and international development Population Services settings. She is proficient in the areas of budget planning and analysis, process International: Program
improvement, and project management. Polly is a detail-oriented problem Coordinator( 2016- 2018)
solver who leverages data and organizational analysis to identify trends and Education actionable solutions. Master of Public PolicyDuke University, Sanford Prior to joining Raftelis, Polly worked in Broward County' s Office of School of Public Policy Management and Budget in southern Florida. She supported the monitoring 2022)
and development of over 100- million- dollar annual operating budgets for Bachelor of Arts in
Geography, minors in Arabic
judicial offices and the county' s extensive environmental agency. This work and French - Bucknell
included forecasting for a dozen special revenue funds, monitoring state and University ( 2016) federal grants, assessing payroll and benefit costs for over 500 employees, and evaluating new staffing and capital project requests.

Throughout her academic studies, Polly developed highly functional skills in GIS analysis, data visualization and communication, evaluation design, and public budgeting. She strengthened these skills in the classroom by learning from her prior tenure at Food Bank for New York City, where she supported planning and content development for over 90 marketing campaigns and events annually. In addition, she collaborated with stakeholders and donors at all levels to raise awareness, fundraise, and support the Food Bank' s clients.

Polly began her career in program operations supporting international public health programs based in West Africa, funded by major public and private grantors. Programs ranged from women' s health information campaigns to sanitation service delivery research, and she completed technical assistance trips to Ghana and Liberia.

Polly earned a master' s degree in public policy from Duke University' s Sanford School of Public Policy and a bachelor' s degree in geography, with minors in Arabic and French, from Bucknell University in Pennsylvania.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Los GATOS- PROPOSAL FOR STUDY 1( FISCAL CONDITION) AND STUDY 2( FISCAL IMPACT) APPENDIX C: WILLDAN RESUMES
N HA I ADVISORS Financial& Policy Strategies.

Delivered.

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Town of Los Gatos, CA
James Edison
Managing Principal
Education
Mr. James Edison specializes in the nexus between public and private, with expertise in publicJuris Doctorate, University private partnerships, and the benefits of economic development to municipalities and state, of California, Berkeley, provincial, regional and national governments. He possesses deep expertise in land use School of Law
economics, with a specialty in finance and implementation, including fiscal impact and the Master of Public Policy, public and private financing of infrastructure and development projects, both in the U. S. and Goldman School of Public internationally. Mr. Edison' s public-sector experience includes local and regional economic Policy, University of impact studies; fiscal impact evaluations; new government formation strategies; and the California, Berkeley creation of impact fees, assessments, and special taxes to fund infrastructure and public facilities. He has conducted numerous evaluations of the economic and fiscal impact of specific Bachelor of Arts, plans and consulted on a wide variety of land use planning topics related to community magna cum laude, Harvard revitalization and the economic and fiscal impacts of development.

University
As a former bond attorney, Mr. Edison understands the legal underpinnings and technical Professional Registrations requirements of public financing instruments and has advised both public and private clients on Member of California the use of individual instruments, and the interaction between those instruments and the needs State Bar( inactive) of developers and project finance.

Affiliations Relevant Project Experience
Council of Development
Finance Agencies City of Foster City, CA — Gilead, Chess- Hatch, Mirabella and Pilgrim- Triton Fiscal Impact Studies: The City of Foster City hired Mr. Edison, while at Economics Research Associates CFA Society of (" ERA"), to provide an evaluation of the fiscal impact of three specific plans. He evaluated the San Francisco impact on services of each plan, the anticipated new revenues and expenditures, and the necessity for new public facilities to serve the projects.

Congress for the
New Urbanism Alameda Point Development Corporation, CA— Alameda Point Conceptual Financing Plan: Mr.

Edison is assisted the Alameda Point Development Corporation on a number of assignments Urban Land Institute related to the financing of infrastructure at Alameda Point, the feasibility of development, the financing of services, fiscal impacts and mitigation, and selection of developers. Alameda Point Seaside Institute is a former naval air station that was closed in 1997 and the City took title to the land on June 4, 2013.

International Economic
Development Council County of Monterey, CA — East Garrison Specific Plan Financing and Implementation: East Garrison, located on the easternmost portion of the former Fort Ord in Monterey County, 25 Years' Experience consisted of approximately 1, 400 residential units, including single- family detached, town homes, apartments, and affordable housing, a town commercial center, and arts facilities. Mr.

Edison assisted the developer and the County with a wide range of financing issues, including the availability and structuring of public finance, fiscal mitigation measures, economic impacts, the implementation of affordable housing, and the negotiation of business terms between the developer and the County. He also assisted the developer in negotiations with the Fort Ord Reuse Authority regarding the base wide capital improvement program and the structuring of the payment of impact fees generated by the development.

County of Napa, CA — Napa Pipe Specific Plan Analysis: Mr. Edison evaluated infrastructure finance requirements for the Napa Pipe project in southern Napa County, consisting of approximately 500,000 square feet of commercial development, 3, 000 residential units, and a hotel. An infrastructure financing strategy was provided that drew upon the resources of the project itself and other financing mechanisms such as special assessments.

W'WILLDAN Fiscal Impact Analysis for Proposed and Planned Growth 6

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1 D6- 2ABE915A0C1 C Town of Los Gatos, CA
The fiscal and economic impact of the project on the County was analyzed, also prepared an J. Edison urban decay analysis evaluating the impact on retail businesses in the City of Napa. Mr. Edison Resume Continued presented the findings to the County Board of Supervisors and Napa' s City Council.

County of Imperial, CA— Solar Farm Fiscal and Economic Analysis: Mr. Edison was engaged by the County of Imperial to evaluate the fiscal and economic impacts of a series of proposed solarvoltaic facilities ( or" solar farms") on land near the Town of Calipatria in Imperial County.

For each, Mr. Edison calculated the tax revenues and service expenditures accruing to the County from development of the project, and also estimated the economic impacts of the project using IMPLAN, including the impact of the construction and ongoing operation of the solar farm, along with the negative impact of the removal of the project site from agricultural production.

City of Redding, CA— Oasis Towne Center Financing and Fiscal Analysis: Hired by the Levenson Development Company ( LDC) to assist with an economic/ fiscal impact study and a financing plan for the Oasis Towne Center, a retail development of approximately one million square feet in Redding, California. Mr. Edison advised LDC on how to structure the financing of the development in order to provide public benefits from the project and minimize the need for public resources. He prepared an economic and fiscal analysis and negotiated a series of service plans and fiscal mitigation measures with the City of Redding. Mr. Edison also prepared a financing plan for infrastructure needed not only for the immediate project but also for development within the entire Oasis Road Specific Plan area.

City of Fort Lauderdale, FL — Citywide Economic Development Strategic Plan: Mr. Edison served in the role of Senior Public Incentives Advisor for the City' s economic development strategic plan. This citywide Economic Development Strategic Action Plan includes an Economic Development Profile Report; as well as identification and recommendation of potential citywide economic development incentive programs for business retention and recruitment that are applicable to six geographic sub- areas and citywide; an entrepreneurial development and empowerment strategy, a targeted industry growth strategy, and a retail recruitment strategy; an implementation program and " economic dashboard" benchmarking metrics to measure the success of strategies and initiatives; and sources and uses of funding to support plan implementation ( grants and other alternative funding opportunities allocated to each of the plan' s five- year implementation horizon).

City of Vallejo, CA— Costco Expansion Urban Decay, Economic and Fiscal Impact Analysis: In response to the City' s request, Mr. Edison examined the economic impact of a proposed expansion of an existing Costco. The analysis included projections of the impact on sales tax, employment, property tax and the net impact to the City' s budget. Based on the analysis, the City Planning Commission approved the Costco expansion.

County of Placer, CA — Bohemia Lumber Site, Fiscal Impact and Urban Decay Analysis: The County of Placer engaged Mr. Edison to examine the fiscal impact and potential urban decay effects from the development of the former Bohemia Lumber site into a retail center. He prepared the analysis and presented the results to the County Board of Supervisors.

City of Salinas, CA— Salinas Downtown Revitalization Plan: Prepared a market study for the downtown area to identify opportunities for development. Advised the City of Salinas on fiscal impact issues and financing tools available to assist with construction and rehabilitation of infrastructure in the downtown
WWI LLDAN Fiscal Impact Analysis for Proposed and Planned Growth 7

ITEM NO. 7.

Docusign Envelope ID: 8463BA3F- D38D- 4CDC- A1D6- 2ABE915A0C1C Town of Los Gatos, CA
Mike Medve
Principal Consultant
Education Mr. Mike Medve is a principal consultant, with 18 years of experience, in the Financial Bachelor of Science Consulting Services group, with expertise in public finance, including special district formation information and and administration, fiscal impact analysis, public facilities financing plans, integrated financing Computer Science, districts, Proposition 218, tax credit financing, state and federal grant and loan programs, sales tax revenue bonds, and infrastructure financing districts. He has developed financial pro Management and formas and cash flow analyses for numerous types of public and private project financing Mathematics Minors, programs. Prior to joining Willdan, Mr. Medve was a consultant in the field of public finance for Parsons Brinckerhoff and David Taussig & Associates. Over the years, he has been a Cum Laude financing team member for over$ 150 million in limited obligation bonds and over$ 50 million in grant funds. He has served as the lead consultant for over two dozen clients, both public University of and private, throughout the country.

California Irvine Relevant Project Experience
Areas of Expertise City of Oceanside, CA — Tax Increment/ Special Tax Consulting: Mr. Medve provided Public Finance consulting services related to the formation of one of the State' s first Enhanced Infrastructure Financing Districts ( EIFD). The ElFD' s tax- sharing plan has been approved by both the City of Public Facility Financing Oceanside and the County of Monterey, bringing millions in funding to an area that will be annexed to the City and developed into a high-tech office park and research center. He also Special District Formation assisted the City with its Cost Allocation Plan and Comprehensive User Fee update. and Administration
City of Rancho Mirage, CA— Special Tax Consulting: In 2018 and 2019 Mr. Medve assisted Proposition 218 the City with the formation of CFD 4A and CFD 4B, both of which were formed in association with the development of a Del Webb residential project in the City. He is also working on the New Markets Tax Credits current formation of CFD 4C. The CFDs were formed to provide for funding of backbone infrastructure required for the development, and for payment of certain development fees Grant Writing required by the City. Willdan' s work included preparation of the special tax and pro forma analyses, development of the tax methodology and preparation of the Rate and Method of 20 Years' Experience Apportionment of Special Tax document, preparation of the CFD Report and other associated documents, and coordination of the formation process.

City of Upland, CA— Special Tax Consulting: In 2015 through 2019 Mr. Medve assisted the City of Upland with the initial formation of a CFD, the change proceedings that were subsequently conducted to amend the CFD to accommodate a change in the plan of development, and finally with the issuance of bonds associated with the CFD. He worked closely with the City and its financial advisor to ensure the CFD was formed in a manner that met the City' s requirements and financing objectives. The CFD was created to equitably spread the cost of the infrastructure being financed through a methodology that was equitably applied to various types of residential development in the project.

County of San Diego, CA— Special Tax Consulting: Mr. Medve is currently assisting the County with special tax consulting projects, specifically CFDs in unincorporated areas. He helped form the Horse Creek Ridge and Hillside Meadows CFDs and is now involved with the review and early steps of forming three additional CFDs to fund flood control, fire protection, and capital improvements. He is also assisting with replacing an existing Permanent Road Division special assessment with a special tax to fund street rehabilitation and maintenance. 1i( WILLDAN Fiscal I m pact Analysis for Proposed and Planned Growth 8