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06 DKS Second Amendment with Attachments PREPARED BY: Nicolle Burnham Parks and Public Works Director Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov TOWN OF LOS GATOS COUNCIL AGENDA REPORT MEETING DATE: 02/04/2025 ITEM NO: DATE: January 30, 2025 TO: Mayor and Town Council FROM: Chris Constantin, Town Manager SUBJECT: Authorize the Town Manager to Execute the Second Amendment to the Agreement for Consultant Services with DKS Associates to Extend the Term of the Agreement to September 30, 2025 RECOMMENDATION: Authorize the Town Manager to execute the second amendment (Attachment 1) to the Agreement for Consultant Services with DKS Associates to extend the term of the agreement to September 30, 2025. BACKGROUND: On March 1, 2022, the Town Council authorized the Town Manager to execute an Agreement for Consulting Services with DKS Associates for $160,505 to prepare a Transportation Impact Fee Study. The agreement term is through February 28, 2025. This agreement was executed following the Town’s issuance of a Request for Proposal for this project. On April 16, 2024, the Town Council authorized the First Amendment to the Agreement for Consulting Services to increase the compensation by $6,142 for a total agreement amount of $166,647. This increase was to provide additional analysis requested by the Town Council at its meeting on April 2, 2024. DISCUSSION: Staff and DKS have continued to complete the additional analysis requested by Town Council in April 2024. However, this work will not be finalized before the contract end date of February 28, 2025. The Second Amendment will extend the term of the contract to a sufficient period of time to complete the work. PAGE 2 OF 2 SUBJECT: Second Amendment to DKS Agreement DATE: January 30, 2025 CONCLUSION: The proposed second amendment is expected to provide adequate time for the current analysis to be completed. COORDINATION: This staff report was coordinated with the Finance Director and Town Attorney. FISCAL IMPACT: There are no fiscal impacts for this action as there is no change to the contract amount proposed. ENVIRONMENTAL ASSESSMENT: This is not a project defined under CEQA, and no further action is required. Attachment: 1. Second Amendment to Agreement – DKS Associates Budget Costs GFAR 250,000$ Total Budget 250,000$ Costs Consultant Services Agreement with DTA 8,800$ Consultant Agreement with DKS Associates 160,505$ First Amendment to Consultant Agreement with DKS Associates (approved 4/16/24 TC meeting)6,142$ Staff Costs 14,030$ Total Costs 189,477$ Available Balance 60,523$ VMT Mitigation Program CIP No. 812-0133 Page 1 of 2 Second Amendment to Agreement for Consultant Services DKS Associates AMENDMENT TO AGREEMENT PREAMBLE This Second Amendment to Agreement for Consultant Services is dated for identification on this 4th day of February 2025 and amends that certain First Amendment to Agreement for Consultant Services dated April 17, 2024, made by and between the Town of Los Gatos, ("Town,") and DKS Associates (“Consultant”) identified as an S Corporation and whose address is 1970 Broadway, Suite 740 Oakland, CA 94612. I.RECITALS A.Town and Consultant entered into Agreement for Consultant Services on March 1, 2022, (“Agreement”) anda First Amendment to Agreement for Consultant Services on April 17, 2024, copies of which are attached hereto and incorporated by reference as Exhibit A to this Amendment. B.Town desires to amend the Agreement to add to the term of the Agreement. II.AMENDMENT A.Section 2.2 Term and Time of Performance is amended to read: This Agreement will remain in effect from March 1, 2022 to September 30, 2025. B.All other terms and conditions of the Agreement remain in full force and effect. ATTACHMENT 1 Page 2 of 2 Second Amendment to Agreement for Consultant Services DKS Associates IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment. Town of Los Gatos by: ________________________________________ Chris Constantin, Town Manager DKS Associates by: ________________________________________ Carl Springer, Principal DKS Recommended by: ________________________________________ Nicolle Burnham, Director of Parks and Public Works Approved as to Form: ________________________________________ Gabrielle Whelan, Town Attorney Attest: ________________________________________ Wendy Wood, CMC, Town Clerk Page 1 of 2 DKS Associates – First Amendment AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT is dated for identification this 17th day of April 2024 and amends that certain (AGREEMENT DESCRIPTION) dated March 1st, 2022 made by and between the Town of Los Gatos, ("Town,") and the DKS Associates (“Consultant”) identified as an S Corporation and whose address is 1970 Broadway, Suite 740 Oakland, CA 94612. RECITALS A.Town and Consultant entered into a Consulting Agreement on April 17, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment. B.Town desires to amend the Agreement to complete additional analysis as defined in Exhibit B to this Amendment. AMENDMENT 1.Section 2.1 Scope of Services is amended to read as follows: Consultant shall provide services as described in that certain Proposal sent to the Town on April 12, 2024, which is hereby incorporated by reference and attached as Exhibit B. 2.Section 2.6 Compensation is amended to read as follows: Additional compensation for Consultant’s professional services shall be increased by $6,142 for a total agreement amount not to exceed $166,647 inclusive of all costs. Payment shall be based upon Town approval of each task based on Exhibit B. 3.Section 3.1 Minimum Scope of Insurance is amended to read as follows: Service Provider 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. 4.Section 4.6 Notices is amended to change the Consultant address as follows: DKS Associates 1050 SW 6th Ave, Suite 600 Portland, OR 97204 5.All other items and conditions of the Agreement remain in full force and effect. DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 EXHIBIT B Page 2 of 2 DKS Associates – First Amendment IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment. Town of Los Gatos: Approved as to Consent: _______________________________ ______________________________ Laurel Prevetti, Town Manager Carl Springer, Principal DKS Department Approval: _______________________________________ Nicolle Burnham Director of Parks and Public Works Approved as to Form: Attest: s Gatos, California ______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 4/17/2024 4/17/2024 4/30/2024 5/3/2024 5/3/2024 MEMORANDUM DATE: April 11, 2024 TO: Nicolle Burnham| Town of Los Gatos FROM: Erin Vaca | DKS Associates SUBJECT: Scope and Budget Amendment for Los Gatos TIF Update Project #22046-000 INTRODUCTION This memorandum summarizes the proposed scope and budget amendment to complete the update of the Los Gatos Transportation Impact Fee (TIF). DKS previously submitted a nexus study which was accepted by Town staff and adopted by the Town Council in January 2024. Subsequently, additional direction was received from the Town Council to significantly rework the analysis using a different methodology. The proposed scope and budget necessary to respond to the Council’s direction are detailed in the following sections. The task numbers listed below correspond to the existing budget structure. SCOPE OF WORK TASK 1 – PROJECT MANAGEMENT This proposal includes up to two hours for the DKS project manager to meet with Town staff in addition to one Town Council meeting. DKS will review the staff report and assist with presentation materials for the Town Council meeting if required. Deliverables: Preparation and attendance at one Council meeting, meeting materials TASK 3 TRANSPORTATION IMPROVEMENTS PROJECT LIST DKS will also work with staff to review the supplemental funding amounts available for each project. DKS will also escalate project costs to 2024 dollars using the Engineering News Record Construction Cost Index for the San Francisco Bay Area. EXHIBIT B DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 LOS GATOS TIF UPDATE• SCOPE AND BUDGET AMENDMENT• APRIL 2024 2 DKS will conduct a fair share traffic analysis of the SR-17 project. The fair share traffic analysis will apply the Santa Clara VTA travel demand model to calculate the future (year 2040) proportion of over-capacity traffic on SR-17 that is associated with growth in Los Gatos. The resulting fair share cost allocation factor will be applied to the full project cost. Deliverables: Updated project list (Excel format), fair share traffic calculation summary (Excel format) TASK 4 FEE REVENUE ESTIMATION The DKS team will prepare two new versions of the fee calculations: Option 1 will apply a growth fair share percentage to total allocated project costs. Option 2 will apply a growth fair share percentage to all allocated project costs except for the SR- 17 project. The SR-17 project costs will be allocated to the fee calculation in proportion to the share of over-capacity traffic associated with growth in Los Gatos. This task will also include a workshop session to brainstorm alternative methods for assessing the “fair share” percentage. This subtask assumes a two-hour, virtual meeting to be attended by the DKS project manager, the Urban Economics project manager, and one additional senior DKS staff. Recommendations resulting from the workshop will be documented in a brief technical memorandum. Any significant additional work stemming from the workshop recommendations will be delivered under a separate contract amendment. Deliverables: “Fair Share” Workshop and Technical Memorandum; Fee calculation workbooks (Excel format). TASK 6 DRAFT AND FINAL NEXUS REPORTS DKS will confirm the recommended option for fee calculation with Town staff. The nexus report will be updated to reflect the recommended approach. DKS will respond to a single set of comments on the administrative draft (to Town staff) and the public draft (to Town Council) to prepare a final nexus report. Deliverables: administrative draft, draft, and final nexus reports. BUDGET The proposed budget for the additional scope is $18,440 as summarized in the attached table. SCHEDULE DKS will complete the analysis and public draft nexus report within six weeks of notice to proceed. DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 LOS GATOS TIF UPDATE• SCOPE AND BUDGET AMENDMENT• APRIL 2024 3 Approved by: (Client Name) By: Title Date DKS Associates A Corporation Carl Springer, PE, PTP Principal Erin Vaca, TE, AICP Project Manager DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 LOS GATOS TIF UPDATE• SCOPE AND BUDGET AMENDMENT• APRIL 2024 3 TABLE 1: BUDGET ESTIMATE ADDITIONAL BUDGET BY TASK DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 TRANSACTION DETAILS DOCUMENT DETAILS Reference Number D3B1A7AF-BB94-4361-AE16-151153BEB42B Transaction Type Signature Request Sent At 04/15/2024 16:26 EDT Executed At 04/15/2024 16:39 EDT Identity Method email Distribution Method email Signed Checksum a96e84815a7fb7bf09a0e2d1bc755927f583a817719327082fd863dfe3250046 Signer Sequencing Disabled Document Passcode Disabled Document Name Scope and Budget Amendment Proposal v2 Filename Scope_and_Budget_Amendment_Proposal_v2.pdf Pages 4 pages Content Type application/pdf File Size 1.05 MB Original Checksum 46913fcc1f4a59daf6e1b54e571bab197f9f11d019e919469ae91265da53f510 SIGNERS SIGNER E-SIGNATURE EVENTS Name Erin Vaca Email erin.vaca@dksassociates.com Components 1 Status signed Multi-factor Digital Fingerprint Checksum c5dbfc1b4c89464b17d5d7603d2a421225d90ecc823f7f387d052ac41d3e66bb IP Address 75.54.231.47 Device Chrome via Windows Typed Signature Signature Reference ID 92B2FA1A Viewed At 04/15/2024 16:39 EDT Identity Authenticated At 04/15/2024 16:39 EDT Signed At 04/15/2024 16:39 EDT Name Carl Springer Email carl.springer@dksassociates.com Components 1 Status signed Multi-factor Digital Fingerprint Checksum 4c579aea16bbd51e8ff9d6d06dd6578c389c0155adc7799d687479a2feb84587 IP Address 206.198.132.30 Device Chrome via Mac Typed Signature Signature Reference ID 2E67F51B Viewed At 04/15/2024 16:28 EDT Identity Authenticated At 04/15/2024 16:29 EDT Signed At 04/15/2024 16:29 EDT AUDITS TIMESTAMP AUDIT 04/15/2024 16:26 EDT Elizabeth Aguilar (elizabeth.aguilar@dksassociates.com) created document'Scope_and_Budget_Amendment_Proposal_v2.pdf' on Chrome via Windows from 73.12.137.5. 04/15/2024 16:26 EDT Erin Vaca (erin.vaca@dksassociates.com) was emailed a link to sign. 04/15/2024 16:26 EDT Carl Springer (carl.springer@dksassociates.com) was emailed a link to sign. 04/15/2024 16:28 EDT Carl Springer (carl.springer@dksassociates.com) viewed the document on Chrome via Mac from 206.198.132.30. 04/15/2024 16:29 EDT Carl Springer (carl.springer@dksassociates.com) authenticated via email on Chrome via Mac from 206.198.132.30. 04/15/2024 16:29 EDT Carl Springer (carl.springer@dksassociates.com) signed the document on Chrome via Mac from 206.198.132.30. SIGNATURE CERTIFICATE REFERENCE NUMBER D3B1A7AF-BB94-4361-AE16-151153BEB42B DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 04/15/2024 16:39 EDT Erin Vaca (erin.vaca@dksassociates.com) viewed the document on Chrome via Windows from 75.54.231.47. 04/15/2024 16:39 EDT Erin Vaca (erin.vaca@dksassociates.com) authenticated via email on Chrome via Windows from 75.54.231.47. 04/15/2024 16:39 EDT Erin Vaca (erin.vaca@dksassociates.com) signed the document on Chrome via Windows from 75.54.231.47. TIMESTAMP AUDIT DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 to Agreement Dated March 2022 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8 DocuSign Envelope ID: 1A3A45C8-2C40-4F2F-828D-D2068EEF6CF8