Half Moon Bay City Council
December 16, 2025

BUSINESS OF THE COUNCIL OF THE CITY OF HALF MOON BAY

AGENDA REPORT
For meeting of: December 16, 2025
TO: Honorable Mayor and City Council
VIA: Matthew Chidester, City Manager
FROM: Dale Leda, Interim City Engineer
TITLE: TFCA FUNDING AGREEMENT AND ADDITIONAL LOCAL MATCH FUNDING FOR THE EASTSIDE PARALLEL TRAIL SEGMENT 4 PROJECT
____________________________________________________________________________ RECOMMENDATION:

Adopt a resolution:

1. Authorizing the City Manager to execute the Fiscal Year 2025-2026 TFCA Funding Agreement with the City/County Association of Governments (C/CAG) for the Eastside Parallel Trail - Segment 4 project in the amount of $200,000;

2. Authorizing the transfer of $20,000 in matching funds from the General Fund to Capital Improvement Project No. 0619; and

3. Authorizing the City Manager to take any other actions necessary to give effect to this resolution and comply with grant requirements.

FISCAL IMPACT:

The Eastside Parallel Trail Segment 4 project is included in the City’s adopted FY 2025-2026 Capital Improvement Program. A previous City fund of $35,000 was allocated toward the project as part of the FY 2020-2021 Capital Improvement Program budget. The required 10% in matching funds for the TFCA Grant would require allocating an additional $20,000 in City funding for the project and would increase the City’s total contribution to $55,000. A summary of all other project funding and current expenses is provided in Table 1 below:

Table 1: Existing Project Funding and Expenses to Date
Project Funds Project Expenses
Funding Source Fund Amount Consultants Expenses to Date SMCTA (Design) 315,000 ALTA 411,525
SMCTA (Construction) 980,000 PME, Inc. 168,500
City Funds 35,000 SWCA 22,716
MTC/CCAG 350,000 Other Expenses 2,814
Total Funding: $ 1,680,000 Total Expenses: $ 605,555
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STRATEGIC ELEMENT:

This recommendation supports the Infrastructure and Environment, and Healthy Communities, and Public Safety Elements of the Strategic Plan.

BACKGROUND:

The Eastside Parallel Trail - Segment 4 project (CIP No. 0619) includes a planned 12 ft wide class 1 multi-modal trail along the east side of Highway 1 and connecting to the existing San Mateo County trail to the north at Mirada Road, and the existing Naomi Patridge Trail to the south at Roosevelt Boulevard, thereby completing the last remaining 800 ft gap. The scope also includes two puncheon decks spanning over sensitive habitat and one 40 ft steel bridge over an existing watercourse. The entire project is located within Caltrans right-of-way.

The project has been in development since 2021. The City Council originally authorized a professional services agreement with ALTA Planning and Design in June 2021 for final design, permitting, and environmental services. The project has progressed through multiple design phases and regulatory approvals including adoption of a Mitigated Negative Declaration and approval of the project’s Coastal Development Permit by Planning Commission in 2023. Project plans are currently at 95% submittal and are in review at both Caltrans District 4 encroachment permit office and the Sacramento-based Office of Special Funding Projects for special structural review of the pedestrian bridge. Caltrans approval and permit issuance are expected in early 2026.

The Transportation Fund for Clean Air (TFCA) is a Bay Area Air Quality Management District program funded through motor vehicle registration fees. The program provides funding for projects that reduce air pollution from motor vehicles and implement transportation control measures. On November 13, 2025, the C/CAG Board of Directors approved TFCA funding for Half Moon Bay's Eastside Parallel Trail - Segment 4 project. This approval authorizes up to $200,000 in TFCA grant funding for Fiscal Year 2025-2026.

DISCUSSION:

The Segment 4 project is close to permit issuance with Caltrans and we hope to advertise for construction in the second quarter of 2026. Based on current funding, expenses, and estimated costs to complete design and construction, the project is on budget but lacks sufficient contingency funding for additional unexpected delays or potential construction cost escalation over the next 12 months.

The additional contribution of the TFCA grant and matching City funds ($220,000 total) would provide additional funding to the project to help cover any unexpected additional costs. 212

CONCLUSION:

Staff recommends Council approval of the resolution to authorize execution of the grant agreement and appropriation of the additional $20,000 in General Fund resources necessary to complete this critical infrastructure project. The Eastside Parallel Trail - Segment 4 project will complete a critical gap in the regional trail network and provide significant safety improvements for cyclists and pedestrians along this heavily traveled corridor.

ATTACHMENTS:

1. Resolution

2. TFCA Funding Agreement
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1 RESOLUTION NO. C-2025 –

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HALF MOON BAY AUTHORIZING THE

CITY MANAGER TO EXECUTE A TFCA FUNDING AGREEMENT AND APPROPRIATING ADDITIONAL LOCAL MATCH FUNDING FOR THE EASTSIDE PARALLEL TRAIL SEGMENT 4 PROJECT (CIP NO. 0619)
WHEREAS, the City of Half Moon Bay has been developing the Eastside Parallel Trail - Segment 4 project (CIP No. 0619) since 2021 to complete the final 0.27-mile gap in the Class 1 shared-use pathway on the east side of Highway 1; and
WHEREAS, the City applied for and was awarded grant funding from the Transportation Fund for Clean Air (TFCA) program administered by the City/County Association of Governments (C/CAG) for this project; and
WHEREAS, the Project costs, including the Environmental, Design and Construction phases including potential contingency costs, is estimated to be $1,900,000; and WHEREAS, on November 13, 2025, the C/CAG Board of Directors approved TFCA funding in the amount of $200,000 for the Eastside Parallel Trail - Segment 4 project, requiring a City match in the amount of $20,000; and
WHEREAS, the draft TFCA Funding Agreement provided by C/CAG has been reviewed and approved by the City Attorney.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Half Moon Bay hereby:

1. Authorizes the City Manager to execute the Fiscal Year 2025-2026 TFCA Funding Agreement with the City/County Association of Governments (C/CAG) for the Eastside Parallel Trail - Segment 4 project in the amount of $200,000;

2. Authorizes the transfer of $20,000 in matching funds from the General Fund to Capital Improvement Project No. 0619; and

3. Authorizes the City Manager to take any other actions necessary to give effect to this resolution and comply with grant requirements.
***************************************************************** I, the undersigned, hereby certify that the foregoing Resolution was duly passed and adopted on the 16th day of December 2025, by the City Council of Half Moon Bay by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:
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2 ATTEST: APPROVED:
_______________________________ _____________________________ Maggie Rodriguez, Assistant City Clerk Robert Brownstone, Mayor 215
FISCAL YEAR 2025-2026 TFCA FUNDING AGREEMENT

BETWEEN

THE CITY/COUNTY ASSOCIATION OF GOVERNMENTS
AND

THE CITY OF HALF MOON BAY
This 2025-2026 TFCA Funding Agreement (Agreement), effective as of November 15, 2025 (Effective Date), is made and entered into between the City/County Association of Governments of San Mateo County or C/CAG, a joint powers agency hereinafter referred to as "Administering Agency," and the City of Half Moon Bay, hereinafter referred to as "Project Sponsor".

SECTION I
RECITALS:
1) The Bay Area Air District, hereinafter referred to as "Air District," is authorized under California Health and Safety (Health & Safety) Code Sections 44223 and 44225 to levy a fee on motor vehicles registered within its jurisdiction (Motor Vehicle Fees), a portion of which the Air District receives and dedicates to its Transportation Fund for Clear Air (TFCA) program.
2) TFCA program monies may be allocated for projects to reduce air pollution from motor vehicles and to implement transportation control measures included in the plan adopted pursuant to Health and Safety Code Sections 40233, 40717, and 40919. 3) In accordance with Health and Safety Code Section 44241(d), the Air District allocates not less than forty (40) percent of the TFCA monies received to implement the Transportation Fund for Clean Air 40% Fund (also referred to as the County Program Manager program) (Program).
4) The Air District has been notified, in a communication dated July 29, 1992, that the Administering Agency is the duly authorized recipient of the proportionate share of Program monies for San Mateo County, and has been so designated by resolutions adopted by the San Mateo County Board of Supervisors and by the city councils of a majority of the cities representing a majority of the population in the incorporated area of the county. The terms and conditions for the expenditure of the County’s Program monies by the Administering Agency are set forth in the resolution(s). 5) The role of the Administering Agency is to administer the TFCA 40% funds. This includes the preparation of an expenditure plan for approval by the C/CAG Board of Directors and the Air District Board of Directors, project sponsor oversight, preparation and submittal of the Funding Status and Final reports, and TFCA 40% fund audit support. 6) On November 13, 2025, the C/CAG Board of Directors approved projects for TFCA funding, including the TFCA grant amount of up to $200,000 to fund Project Sponsor’s 216
Eastside Parallel Trail – Segment 4 project for Fiscal Year 2025-2026 as set forth in Attachment A and incorporated herein (hereinafter referred to as “Project”). 7) The Administering Agency and Project Sponsor, pursuant to Health and Safety Code Section 44241, hereby enter into this Agreement to implement the Project to improve air quality in the San Francisco Bay Area Air Basin.

SECTION II
PROJECT SPONSOR AGREES:
1) To apply all funds received under this Agreement to the Project, consistent with the mutually agreed to terms and conditions contained in this Agreement. 2) To maintain, at all times during the term of this Agreement, a separate account or subledger for all funds received under this Agreement and to withdraw funds from this separate account.
3) To maintain, or cause to be maintained, adequate records to document and demonstrate to the Administering Agency, Air District staff and auditors the receipt and expenditures of TFCA funds.
4) To allow the Administering Agency and the Air District to audit all expenditures relating to the Project funded through this Agreement. For the duration of the Project as described in Attachment A and for five (5) years from the end of each project’s Years of Effectiveness stated in the submitted Final Cost-Effectiveness Worksheet, Project Sponsor will make available to the Administering Agency, Air District staff, or to an independent auditor selected by the Air District all records relating to Project performance and expenses incurred in implementing the Project. 5) To maintain employee time sheets documenting those hourly labor costs incurred in the implementation of the Project, which are paid with funds received under this Agreement, or to establish an alternative method to document staff costs charged to the Project. 6) All TFCA funds allocated to Project Sponsor will be distributed on a cost reimbursement basis, with a contract retention of fifteen percent (15%) pending submission of the final Project report, on the basis of documented legitimate expenditures for the intended purpose of the Project. Legitimate documented expenditures shall be defined as those described in Attachment B and incorporated herein. Costs will be reimbursed only up to the amount of the TFCA funds authorized by this Agreement. In no event shall the Administering Agency be required to provide any funding to the Project Sponsor under this Agreement unless such funds are first provided to the Administering Agency by the Air District. The Administering Agency will withhold payments in the event the Project Sponsor fails to comply with the requirements of this Agreement. 217
7) To keep necessary records of the performance of the Project in order to expedite evaluation of emissions reductions achieved from implementation of the Project. 8) To submit reports to the Administering Agency as follows:
a) Interim Project Report: The Project Sponsor must submit an annual interim project report to the Administering Agency within four (4) months of the end of each fiscal year which itemizes (a) the expenditure of the funds, (b) progress to date in the implementation of the Project, and (c) the results of the monitoring of the performance of the Project. The Administering Agency must submit the annual reports on Air District-approved report forms annually until the Project is completed.
b) Final Report: The Project Sponsor must submit a final report to the Administering Agency within four (4) months of the Project completion which itemizes (a) the expenditure of the funds, (b) the final results of the monitoring of the performance of the Project, and (c) the Final Cost-Effective (C-E) Worksheet. The Administering Agency must submit the final report on Air District-approved report forms. The Administering Agency will retain fifteen percent (15%) of total TFCA funds until the final report is submitted.
9) To use both the Air District’s and C/CAG’s approved logos for the TFCA Project implemented directly by the Project Sponsor under this Agreement, as specified below:
a) The logos must be used on signs posted at the site of any construction; b) The logos must be displayed on any vehicles operated with or obtained as part of the Project;
c) The logos must be used on any public information material relating to the Project, such as websites and printed materials, including transit schedules, brochures, handbooks, maps and other promotional materials; and
d) Project Sponsor must demonstrate to the Administering Agency through photographs of vehicles and copies of press releases that Air District and C/CAG logos are used and displayed as required.
10) To acknowledge the Air District as a funding source in any related articles, news releases or other publicity materials for the Project which are implemented directly by the Project Sponsor.
11) Prior to commencement of any work, Project Sponsor shall deliver to Administering Agency all insurance documentation, annual certificates and/or other evidence of the insurance coverage required below, verifying coverages. Project Sponsor shall obtain and maintain in full force and effect insurance as set forth below. All insurance specified below shall remain in force until all work or services to be performed are satisfactorily 218
completed, and the work or services have been formally accepted. Project Sponsor must notify C/CAG if any of the required coverages listed below are non-renewed or cancelled. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements shall be deemed a breach of this Agreement.

The insurance requirements specified in this section shall cover Project Sponsor’s own liability and the liability arising out of work or services performed under this Agreement by any subconsultants, subcontractors, suppliers, temporary workers, independent contractors, leased employees, or any other persons, firms or corporations that Project Sponsor authorizes to work under this Agreement (hereinafter referred to as “Agents.”) Project Sponsor shall, at its own expense, obtain and maintain in effect at all times during the life of this Agreement the types of insurance indicated below against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under this Agreement.

Project Sponsor is also required to assess the risks associated with work to be performed by Agents under subcontract and to include in every subcontract the requirement that the Agent maintain adequate insurance coverage with appropriate limits and endorsements to cover such risks. To the extent that an Agent does not procure and maintain such insurance coverage, Project Sponsor shall be responsible for said coverage and assume any and all costs and expenses that may be incurred in securing said coverage or in fulfilling Project Sponsor’s indemnity obligation as to itself or any of its Agents in the absence of coverage.
a) Liability insurance with a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the Project Sponsor and to the operation of the vehicles, vessels, engines, or equipment operated by the Project Sponsor.
b) Property insurance in an amount of not less than the insurable value of Project Sponsor’s vehicles, vessels, engines or equipment funded under the Agreement and covering all risks of loss, damage or destruction of such vehicles, vessels, engines or equipment.
12) All funds received under this Agreement shall be expended only in accordance with all applicable provisions of the law for the Project that is implemented directly by the Project Sponsor.
13) To return to the Administering Agency all funds that are not expended in accordance with applicable provisions of law.
14) To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), to place in the public domain any software, written document, or other product developed with funds received through this Agreement.
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15) If TFCA funds are used for the purchase of any vehicle(s), Project Sponsor must either obtain approval from the Administering Agency for alternative use of the vehicle(s) or return to the Administering Agency any funds realized from the sale of any vehicle(s) purchased with TFCA funds if such reuse or sale occurs within the industry standards for the useful life from the date of purchase of the vehicle(s). The amount of funds returned to the Administering Agency will be proportional to the percentage of TFCA funds originally used to purchase the vehicle(s).
16) Project Sponsor will complete the Project by November 15, 2027. 17) Project Sponsor must sign this Agreement within sixty (60) days after the Administering Agency has transmitted it to them in order to remain eligible for the granted TFCA funds.

Administering Agency may grant a one-time extension of thirty (30) days to the Project Sponsor for just cause.
18) Unless authorized by the Administering Agency, if no status reports and/or reimbursement requests are received from the Project Sponsor within one (1) year from the date of execution of the Agreement the Project will be considered for cancellation and the funds reprogrammed.

SECTION III
ADMINISTERING AGENCY AGREES:
1) To distribute TFCA funds allocated to the Project Sponsor only on a cost reimbursement basis, on the basis of documented legitimate expenditures for the intended purpose of the Project. Costs will be reimbursed only up to the amount of the TFCA funds authorized by this Agreement. In no event shall the Administering Agency be required to provide any funding to the Project Sponsor under this Agreement unless such funds are first provided to the Administering Agency by the Air District. The Administering Agency will retain fifteen percent (15%) of total TFCA grant amount until the final Project report is submitted. The Administering Agency will withhold payments in the event the Project Sponsor fails to comply with the requirements of this Agreement. 2) To reimburse Project costs incurred by Project Sponsor from the execution of this Agreement through November 15, 2027.
3) To provide timely notice prior to conducting an audit. 4) To provide the Project Sponsor, and any other requesting party, a copy of the fiscal and performance audits as specified in Section 44242 of the Health and Safety Code. 5) To provide the Project Sponsor with all Project Sponsor reporting forms required for the Project Sponsor to submit pursuant to this Agreement, including the Interim Project Report and Final Report required pursuant to Section II.8 above. 220

SECTION IV
IT IS MUTUALLY AGREED:
1) Term: This Agreement will remain in effect for three (3) years after the completion of the Project, unless it is terminated as provided below.
2) Termination: Either party may terminate this Agreement at any time by giving written notice of termination to the other party which shall specify the effective date thereof.

Notice of termination under this paragraph shall be given at least ninety (90) days before the effective date of such termination. This Agreement will also terminate at the end of the fiscal year during which the City/County Association of Government loses designation as Administering Agency for San Mateo County.

In addition to the foregoing, Administering Agency may terminate this Agreement for cause. In order to terminate for cause, Administering Agency must first give Project Sponsor notice of the alleged breach. Project Sponsor shall have five (5) calendar days after receipt of such notice to respond, and a total of fifteen (15) calendar days after receipt of such notice to cure the alleged breach. If Project Sponsor fails to cure the breach within this period, Administering Agency may immediately terminate this Agreement without further action.
3) Hold Harmless/Indemnity: Project Sponsor shall indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the Project or operation or use of the equipment that is subject to this Agreement. Project Sponsor shall also indemnify and hold harmless the Administering Agency, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the Project or operation or use of the equipment that is subject to this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following: (A) injuries to or death of any person, including the Project Sponsor and its employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from the Project Sponsor’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the Administering Agency and/or its officers, agents, employees, or servants. However, the Project Sponsor’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which the Administering Agency has been found in a court of competent jurisdiction to be liable by reason of its own negligence or willful misconduct.

The duty of the Project Sponsor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. In the event that, for any reason other than Administering Agency’s sole 221
misconduct, the Air District seeks return of funds already distributed to the Project Sponsor pursuant to this Agreement, the Project Sponsor shall indemnify and reimburse the Administering Agency in the amount the Administering Agency is required to return to the Air District under the funding Agreement between the Administering Agency and the Air District.

This indemnification provision will survive termination or expiration of this Agreement. 4) Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, by U.S. Postal Service mail, by certified mail (return receipt requested) or by email, to the address set forth below, or to such addresses which may be specified in writing to the parties hereto.

Dale Leda
City of Half Moon Bay
501 Main Street
Half Moon Bay, CA 94018
(650) 435-8260
[email protected]
Kaki Cheung
City/County Association of Governments
555 County Center, 5th Floor
Redwood City, CA 94063
650-363-4105
[email protected]
5) Additional Acts and Documents: Each party agrees to do all things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this Agreement. 6) Integration: This Agreement represents the entire agreement of the parties with respect to the funds initially allocated to be spent in FY 2025-2026 described in this Agreement, and no representation, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.
7) Amendment: This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of the Agreement shall be void and of no effect. Any change in the project scope shall constitute an amendment under this Agreement.
8) Independent Contractor: Project Sponsor renders its services under this Agreement as an independent contractor. None of the Project Sponsor's agents or employees shall be agents or employees of the Administering Agency. This paragraph does not apply to 222
elected officials serving concurrently on the governing boards of the Project Sponsor, Administering Agency or the Air District.
9) Assignment: This Agreement may not be assigned, transferred, hypothecated, or pledged by any party without express written consent of the other party. 10) Severability: Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, reasonably be interpreted to reflect the intentions of the parties. 11) Force Majeure: Neither the Project Sponsor nor the Administering Agency shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of the Project Sponsor or Administering Agency.
12) Governing Law: This Agreement shall be construed and interpreted, and the legal relations created thereby shall be determined in accordance with the laws of the State of California.

IN WITNESS WHEREOF, Project Sponsor and Administering Agency have entered into this Fiscal Year 2025-2026 TFCA Funding Agreement as of the Effective Date set forth above.

FOR PROJECT SPONSOR: FOR ADMINISTERING AGENCY:

By:___________________________ By:___________________________ Dale Leda, Associate Engineer
City of Half Moon Bay
Sean Charpentier, Executive Director
City/County Association of Governments of
San Mateo County
Approved as to form: Approved as to form:

By:___________________________ By:___________________________ Legal Counsel
Melissa Andrikopoulos
C/CAG Legal Counsel
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ATTACHMENT A

PROJECT TITLE

PROJECT INFORMATION FORM
A. Project Number: 26SM04
B. Project Title: Eastside Parallel Trail - Segment 4
C. TFCA Program Manager Funds Allocated: $200,000
D. TFCA Regional Funds Awarded (if applicable): n/a
E. Total TFCA Funds Allocated (sum of C and D): $200,000 F. Total Project Cost: $1,900,000
G. Project Description:

Project Sponsor will close the final gap for a Class 1 shared-use path that connects unincorporated San Mateo County and the City of Half Moon Bay residents on Highway 1 for a

3.5 mile stretch. By completing this 0.27 mile connection, the route will offer a comprehensive multi-use path that runs north/south in a safe and protected manner. While a small segment, since January of 2020, the current configuration has seen six bicycle accidents with injuries according to the UC Berkeley Transportation Injury Mapping System. As planned, it is a 10-foot-wide pathway on the east side of Highway 1; the proposed route runs between Roosevelt Boulevard and Mirada Road.

Once completed, residents from the City of Half Moon Bay, from the Mid-Coast of San Mateo County, and visitors alike will be able to ride, walk, and roll to various schools on the Coast, the central economic areas of Half Moon Bay, and various other coastal destinations will be able to travel in a safe and protected manner all while cutting greenhouse gas emissions due to lower vehicle miles traveled.

H. Final Report Content: Final Report form and final Cost Effectiveness Worksheet Final Report Form 3, Bicycle Projects
224

ATTACHMENT B

GUIDELINES FOR ELIGIBLE TFCA REIMBURSABLE COSTS
The Transportation Fund for Clean Air (TFCA) enabling legislation allows the vehicle registration fees collected for the program to be used for project implementation costs, as well as administrative project costs. This attachment provides guidance on differentiating and reporting these costs. The Air District will use the definitions and interpretations discussed below in the financial accounting of the TFCA program. The Air District conducts audits on TFCA-funded projects to ensure that the funds have been spent in accordance with the program guidelines and policies.

Project Implementation Costs
Project implementation costs are charges associated with implementing a TFCA-funded project including:
• Documented hourly labor charges (salaries, wages, and benefits) directly and solely related to implementation of the TFCA project,
• Capital costs,
• Capital equipment installation costs,
• Equipment maintenance costs,
• Shuttle driver labor costs,
• Labor costs related to capital purchases,
• Operator or personnel training directly related to project implementation, • Contractor labor charges related to the TFCA project, and • Travel and training costs only if these costs are directly related to the implementation of the TFCA-funded project (e.g., the cost of training mechanics to service TFCAfunded natural gas clean air vehicles).

The Project Sponsor may seek reimbursement for these costs by providing proper documentation with project invoices. Such documentation must show how the project implementation costs were calculated, for example, by listing the date when the hours were worked, employee job title, employee hourly pay rates, tasks, and total charges. Documentation of hourly charges may be provided with time sheets or any other generally accepted accounting method to allocate and document staff time.
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BUSINESS OF THE COUNCIL OF THE CITY OF HALF MOON BAY

AGENDA REPORT
For meeting of: December 16, 2025
TO: Honorable Mayor and City Council
VIA: Matthew Chidester, City Manager
FROM: Ken Stiles, Interim Administrative Services Director

TITLE: CONSIDER PROPOSED CLASSIFICATION AND COMPENSATION CHANGES ________________________________________________________________________ RECOMMENDATION:

Adopt resolutions authorizing changes to certain job classifications and salary schedules as follows:
1) Create a new classification titled City Clerk.
2) Reclassify the Communications Director/City Clerk position to City Clerk. 3) Create a new full-time equivalent position in the Community Development Department and a new classification titled Chief Building Official.

FISCAL IMPACT:

The reclassification of the Communications Director/Clerk position will result in annual savings.

Creating the new in-house Chief Building Official position will result in an increase in personnel costs, which will be offset by a significant reduction in contract costs with 4Leaf, who provides Chief Building Official, Building Inspector, and Permit Technician services to the City. The overall impact of the proposed changes will be a reduction in annual costs of approximately $63,788. * Position Cost shown includes salary and benefits, at the top step within each classification.

Action Original
Position Cost* New Position Cost* Net Impact for FY 2026-27 Reclassification of
Communications Director/City
Clerk position to City Clerk
$304,254 $256,158 ($48,096)
New Chief Building Official
Position $0 $256,158 $256,158
Reduction in Four Leaf
Contract costs $365,250 $93,400 ($271,850)
Total Cost / (Savings) $669,504 $605,716 $63,788
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STRATEGIC ELEMENTS:

This recommendation supports the Fiscal Sustainability and Inclusive Government Elements of the Strategic Plan.

BACKGROUND:

Chapter 2.50 of the Half Moon Bay Municipal Code establishes the procedures for the City Manager, as Personnel Officer, to create and revise a position classification plan. Requests for the creation of a new class or reclassification of an existing class can be made by a department head to the Personnel Officer, or by the Personnel Officer. After review, the Personnel Officer submits the new job specification, class title, and salary range to the City Council to be considered for addition to the Classification Plan. The new class is officially established upon adoption by the City Council.

DISCUSSION:

The City has been navigating a structural deficit since FY 2023-24. A strategy utilized to help manage expenditures during this time has been to hold certain key positions vacant until other sustainable strategies are in-place and the City has had the opportunity to evaluate the overall structure and staffing of the organization to ensure proper resource allocation, enhanced customer service, and cost savings.

One of the positions that has been held open is the Communications Director/City Clerk position, which previously led a small team in the Communications/City Clerk department over a variety of functions. Since the position was vacated in April 2025, remaining staff in the department have reported directly to the City Manager, and contracted support has helped fill gaps in bandwidth. This change has worked well functionally, and it is proposed that the Director position be defunded, and replaced with a new, standalone City Clerk position, that would report to the City Manager. The new position would serve all essential functions, and result in an annual savings of approximately $48 thousand.

Additionally, the City has historically contracted with 4Leaf, a governmental services provider, for a variety of important responsibilities. One of the key responsibilities has been provision of part time Chief Building Official (CBO) services as well a Building Inspector services, working closely with the Community Development and Public Works Departments. The Chief Building Official ensures construction within the City follows California Building Codes (Title 24), local rules and regulations, and safety standards through plan checks, permits, and physical inspections of public and private construction projects, while also resolving complex code issues and acting as a liaison with City departments and the public for safe, compliant development.

As the City continues to pursue the highest levels of customer service and responsiveness, at the lowest cost, Staff believes an in-house CBO would accomplish these goals, while upholding the highest levels of expertise and professionalism. Creating this position within the Community Development Department would also provide additional leadership within the department to support the director and Staff, an additional opportunity for existing and future staff to develop and grow within the organization, and stronger long-term coordination between departments.

If created, the new CBO position would allow the City to reduce its contract with 4Leaf 227
significantly, maintaining a small budget for backup and support services when needed. The offset in costs would result in an annuals savings of approximately $16 thousand.

CONCLUSION:

If Council adopts the recommended resolution, staff will prepare recruitments for each position, and reflect the changed structure and positions in the mid-year budget.

ATTACHMENTS:

1. Resolution: City Clerk Classification

2. Resolution: Chief Building Official Classification
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RESOLUTION NO. C‐2025-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HALF MOON BAY AUTHORIZING

CLASSIFICATION AND SALARY SCHEDULE CHANGES REGARDING CITY CLERK POSITION WHEREAS, Chapter 2.50 of the Half Moon Bay Municipal Code establishes a personnel system and procedures for the administration of personnel matters; and WHEREAS, said Chapter requires that the City Manager, as Personnel Officer, prepare and recommend to the City Council a position classification plan, class specifications, and revisions thereto; and
WHEREAS, said Chapter requires that personnel rules and policies be adopted by resolution of the City Council; and
WHEREAS, the City Manager and Human Resources staff examined the structure and needs of the Communications/City Clerk Department, and the responsibilities being performed by incumbent staff and consultants; and
WHEREAS, Human Resources completed an analysis and recommended creation of a City Clerk classification and compensation, and defunding of the Communications Director/City Clerk position; and
NOW, THEREFORE, BE IT RESOLVED THAT the Classification Plan is hereby amended by establishing the City Clerk classification and reclassifying the existing Communications Director/City Clerk position to City Clerk; the City Council of Half Moon Bay approves the classification specifications set forth in Exhibits attached hereto and incorporated herein by this reference; and the salary schedule shall be established as follows:

City Clerk
***************************************************************** I, the undersigned, hereby certify that the forgoing Resolution was duly passed and adopted on the 16th day of December 2025, by the City Council of Half Moon Bay by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:

ATTEST: APPROVED:

Maggie Rodriguez, Assistant City Clerk Robert Brownstone, Mayor Monthly 11,708 12,293 12,908 13,553 14,231
229

CITY OF HALF MOON BAY
Job Specification
Class Title: City Clerk
Status: Exempt
Department: Communications / City Clerk
Reports To: City Manager
Employee Group: Confidential
Adopted by City Council/Resolution Number:

Created/Modified: 12/16/2025

DEFINITION
Under general direction of the City Manager the City Clerk plans, directs and coordinates all activities of the City Clerk’s Office including preparation and maintenance of all City Council agendas, minutes and correspondence, and the maintenance of official City documents and records. This position requires a high level of confidentiality when performing sensitive tasks.

DISTINGUISHING CHARACTERISTICS
This position is responsible for managing the City’s official records and elections, as well as boards and commissions and general Council support. General direction is received from the City Manager in accordance with standard procedures, policies and statutory regulations, but there is wide latitude for independent action in the administration of the on-going day-to-day operations, in accordance with the City Code, ordinances, federal and state law.

ESSENTIAL AND IMPORTANT DUTIES
• Duties may include, but are not limited to, the following:
• Serve as Clerk to the City Council and provide direct communication with City Council members as necessary.
• Prepare City Council documents, postings and agendas, ensuring compliance with the Brown Act, Public Records Act, Political Reform Act, and all applicable Federal, State, and local laws pertaining to clerk operations and records. • Plan, organize and direct the processing and publication of all City Council proceedings. • Attend regular and special City Council and Community Development Agency meetings and take and publish the official minutes as well as process the ordinances and resolutions of the City Council.
• Serve as custodian of official City records and public documents, including maintenance, indexing, filing and the safekeeping of all municipal documents. • Ensure that City agreements, contracts and other legal documents are signed and recorded and that associated records and documents are obtained and public notices 230
and ordinances are published and that the City is in compliance with various public disclosure and notification statutes.
• Provide public records and information to Council members, Commissioners, Department Heads, citizens, civic groups, the media and other agencies as required by the Public Records Act.
• Respond to complaints and inquiries made by phone, email, and mail or in person by providing information or referring inquiries to the appropriate person or department. • Assist the public and City staff by communicating official plans, policies and procedures. • Coordinate with department heads regarding procedures and policies in the preparation of City Council and other official meeting agendas and prepare and distribute agendas. • Serve as Elections Officer in conjunction with the Registrar of voters for the conduct of municipal elections, including preparing nomination documents, publication of legal notices, receipt and transmittal of FPPC filings, and the submittal of required information to the County Registrar of Voters.
• Coordinate codification of the Municipal Code.
• Serve as custodian of the City Seal.
• Administer the oath of office to City employees, elected officials and appointed officials as necessary.
• Track term expirations and conduct recruitments for City Boards and Commissions. • Maintain and update conflict of interest code policy and procedures. Inform Council members, Commissioners, Department Heads and staff of potential conflicts of interest relating to the Fair Political Practices Commission.
• Act as the City’s disadvantaged business owner’s liaison officer in accordance with the City’s federal DBE policy.
• Direct and participate in the development and implementation of goals, objectives, policies and procedures.
• Develop and implement office procedures and systems and provide research assistance as necessary.
• Select, supervise, train and evaluate assigned staff.

KNOWLEDGE, SKILLS AND ABILITIES
Knowledge of:
• All facets of city clerk operations and municipal services. • Modern records management principles and practices as well as the California Public Records Act.
• Government and Municipal code, the Ralph M. Brown Act, Elections Code, Campaign Reform Act and the Political Reform Act.
• Modern office procedures, methods and equipment.
• Business letter writing and basic report preparation. • Principles and procedures of record keeping.
• English usage, spelling, grammar and punctuation.
• Principles of supervision, training, and performance evaluation. 231
Skill to:
• Provide exceptional communication skills in personal and public settings. • Operate an office computer and a variety of word processing and software applications.
• Operate an array of automated office equipment.
• Take and transcribe dictation at a speed required for successful job performance. • Type 50 words per minute accurately.
• Ability to:
• Direct and coordinate municipal elections.
• Attend night meetings and take and transcribe accurate minutes. • Work independently on detailed and complex issues, while keeping the City Manager and City Attorney informed.
• Be politically astute and capable of making professional recommendations within a political environment.
• Communicate clearly and understandably both verbally and in writing. • Interpret and apply departmental rules and policies.
• Prepare correspondence and memoranda.
• Establish and maintain effective work relationships.
• Be able to sit and work long hours and travel to meetings and conferences as needed.

EDUCATION AND EXPERIENCE
Sufficient education and experience to satisfactorily perform the essential and important duties of this position are required. A typical qualifying background would be a Bachelor’s Degree from an accredited college or university with major coursework in public or business administration, records management, or a closely related field, and three years of increasingly responsible experience in local government records management, and by performing duties as a City Clerk or Assistant/Deputy City Clerk. Additional experience as a City Clerk or Assistant/Deputy City Clerk may be substituted for the college degree on a year for year basis up to two years.

SPECIAL REQUIREMENTS
It is essential to be physically capable of performing the essential job functions for this classification and to possess physical stamina and mental alertness.

LICENSES, CERTIFICATES AND REGISTRATIONS
Possess, or obtain within six months of hire, an appropriate valid California Driver’s License.

Certified Municipal Clerk (CMC) certification by the International Institute of Municipal Clerks is required. Notary certification is desired.
232
RESOLUTION NO. C‐2025-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HALF MOON BAY AUTHORIZING

CLASSIFICATION AND SALARY SCHEDULE CHANGES REGARDING CHIEF BUILDING OFFICIAL

POSITION
WHEREAS, Chapter 2.50 of the Half Moon Bay Municipal Code establishes a personnel system and procedures for the administration of personnel matters; and WHEREAS, said Chapter requires that the City Manager, as Personnel Officer, prepare and recommend to the City Council a position classification plan, class specifications, and revisions thereto; and
WHEREAS, said Chapter requires that personnel rules and policies be adopted by resolution of the City Council; and
WHEREAS, the Community Development Director and Public Works Director, with support from the City Manager and Human Resources staff, examined the needs of the Community Development Department, and the responsibilities being performed by incumbent staff and consultants; and
WHEREAS, Human Resources completed an analysis and recommended creation of a Chief Building Official classification and compensation.

NOW, THEREFORE, BE IT RESOLVED THAT the Classification Plan is hereby amended by establishing the Chief Building Official classification; the City Council of Half Moon Bay approves the classification specifications set forth in Exhibits attached hereto and incorporated herein by this reference; and the salary schedule shall be established as follows:

Chief Building Official
***************************************************************** I, the undersigned, hereby certify that the forgoing Resolution was duly passed and adopted on the 16th day of December 2025, by the City Council of Half Moon Bay by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:

ATTEST: APPROVED:

Maggie Rodriguez, Assistant City Clerk Robert Brownstone, Mayor Monthly 11,708 12,293 12,908 13,553 14,231
233

CITY OF HALF MOON BAY
Job Specification
Class Title: Chief Building Official
Status: Exempt
Department: Community Development Department
Reports To: Community Development Director
Employee Group: Represented Management
Adopted by City Council/Resolution Number:

Created/Modified: 12/16/2025

DEFINITION
Under the general direction of the Community Development Director, the Chief Building Official performs plan check duties, provides technical support at the building counter, supervises assigned staff in the Building Division, provides expert professional and technical assistance to departmental staff in assigned areas of responsibility, and performs related work as required.

DISTINGUISHING CHARACTERISTICS
Work in the class is distinguished from that of lower-level classes by the level of responsibility assumed and the complexity of duties assigned. Employees perform the most difficult and responsible types of duties, including assigning work and providing lead direction.

ESSENTIAL AND IMPORTANT DUTIES
• Responsible for and performs in-house plan checking including review of the work of inhouse plan checking staff or contract staff who provide plan checking assistance; administers such professional service contracts.
• Responsible for performing Building, Plumbing, Mechanical, Electrical, Energy, and Green Codes Inspection and ensuring compliance with all building, fire and safety standards and regulations.
• Responsible for supervising Code Enforcement activities and ensuring that buildings and uses comply with City, State and Federal ordinances and laws. • Assists in the development and implementation of goals, objectives, policies, procedures, work standards and the biennial budget for the department in assigned areas of responsibility.
• Recommends selection of assigned personnel and provides for their training and professional development; interprets City policies and procedures to employees. • Prepares and presents Building and Code Enforcement Department reports to the City Council, Planning Commission, and other public agencies with analysis, findings and recommendations.
234
• Coordinates the Building Division activities with other City departments and other public and private agencies.
• Manages and coordinates residential and commercial fire sprinkler permitting, inspection and plan check in cooperation with the Fire Department. • Prepares and issues complex legal notices to maintain public safety and assists other City departments when necessary, with enforcement on dangerous buildings and public nuisances.
• Confers with and provides professional assistance to members of City departments on matters related to functional areas of responsibility.
• Conducts various studies, considers alternatives, and makes recommendations; prepares a variety of periodic and special reports.
• Represents the City in meetings with representatives of governmental agencies, architects, engineers, contractors, property, and business owners and the public; handles difficult inquiries or community complaints.
• In the event of an emergency, organizes and participates in the structural evaluation, documentation of damage, repair, inspection, and approval of public and private structures citywide.
• Responsible for periodically amending and updating the building, plumbing, mechanical, electrical, energy, and green codes that are adopted by the City. • Monitors developments related to building inspection and code enforcement matters; evaluates their impact upon City operations and recommends policy and procedural improvements.

KNOWLEDGE, SKILLS AND ABILITIES
Knowledge of:
• Comprehensive knowledge of California Building Codes (Title 24), related codes (Mechanical, Electrical, Plumbing, Fire, etc.), and local ordinances. • Principles and practices of municipal building inspection, plan review, code enforcement, and permitting.
• Principles and practices of supervision, training, and performance evaluation. • Budget preparation and administration.

Ability to:
• Interpret and enforce complex codes and regulations uniformly and impartially. • Read, interpret, and analyze complex construction plans, specifications, and engineering calculations.
• Communicate effectively, both orally and in writing, with diverse audiences, including technical professionals and the general public. • Plan, organize, and manage multiple priorities and complex projects concurrently.

EDUCATION AND EXPERIENCE
Five (5) years of experience with increasing responsibilities in any combination of the following roles and responsibilities, but must include a minimum of one year of building and/or public 235
works inspection: a building official, unit supervisor or division manager in building inspection services which included managing inspection services involving residential, commercial and industrial facilities, and code enforcement services; public works inspector; construction management; construction foreman; or general contractor.

SPECIAL REQUIREMENTS
It is essential to be physically capable of performing the essential job functions for this classification and to possess physical stamina and mental alertness.

LICENSES, CERTIFICATES AND REGISTRATIONS
Possess, or obtain within six months of hire, an appropriate valid California Driver’s License.

Possess or obtain within six months of hire, ICC Certificates for Certified Building Official and Building Inspector certification and related specialty certifications in plumbing, mechanical, and electrical.
236

BUSINESS OF THE COUNCIL OF THE CITY OF HALF MOON BAY

AGENDA REPORT
For meeting of: December 16, 2025
TO: Honorable Mayor and City Council
FROM: Denise Bazzano, Interim City Attorney
TITLE: THIRD AMENDMENT TO EMPLOYMENT CONTRACT FOR CITY MANAGER ______________________________________________________________________________ RECOMMENDATION:

By motion, approve Amendment No. 3 to the August 20, 2022, City Manager Employment Agreement with Matthew Chidester (“Agreement”) to amend Sections II and VI of the Agreement to eliminate the expiration date of the term of the Agreement, revise the terms and conditions related to the separation provision, and other related changes related changes.

FISCAL IMPACT:

The proposed Amendment No. 3 does not modify the City Manager’s compensation, but does extend his employment beyond the current May 19, 2026, expiration. There is sufficient funding in the FY 2025-26 Adopted Budget for all costs related to the City Manager’s employment.

STRATEGIC ELEMENT:

This recommendation supports all elements of the City Council’s strategic plan.

DISCUSSION:

The City Council completed its annual performance evaluation of the City Manager on December 6, 2025, which the Council found to be positive. The evaluation was conducted with support from an independent facilitator. It included a comprehensive 360-degree evaluation, as well as an assessment using the International City Managers Association Practices for Effective Local Government Leadership (attached).

At the conclusion of the evaluation the City Council directed the independent facilitator to negotiate with the City Manager a contract amendment (Amendment No. 3 to the City Manager Employment Agreement) to 1) revise the Agreement to remove the ending date of May 19, 2026; and 2) to revise the Agreement to allow an option for the Council to terminate the Agreement without cause and without an obligation to pay severance by providing the City Manager six months’ written notice.

A draft Amendment No. 3 has been prepared for the Council’s consideration, which makes revisions to Sections II and VI in accordance with the direction from Council and is provided as 237

Attachment 5. Other minor conforming edits were also made to Sections II and VI. Redlines showing all of the changes are provided as Attachment 6.

Amendment No. 1 to the Agreement was entered into on November 7, 2023, and on December 3, 2024, the City Council approved Amendment No. 2, to the August 20, 2022, City Manager Employment Agreement. This Amendment No. 3 follows the same process and schedule.

State law requires that any City Manager contract amendments be considered at a regularly scheduled Council meeting.

ATTACHMENTS:

1. ICMA Practices for Excellent Local Government Leadership

2. August 20, 2022, City Manager Employment Agreement

3. December 5, 2023, Amendment No. 1 to City Manager Employment Agreement

4. December 3, 2024, Amendment No. 2 to the City Manager Employment Agreement

5. Amendment No. 3 to the City Manager Employment Agreement (Draft)

6. Redlines of Sections II and VI of the City Manager Employment Agreement 238

1. PERSONAL AND PROFESSIONAL INTEGRITY
Being fair, honest, and ethical in all personal and professional relationships and activities.

2. COMMUNITY ENGAGEMENT
Ensuring and managing community involvement in local government to support good decision making.

3. EQUITY AND INCLUSION
Creating an environment of involvement, respect, and connection of diverse ideas, backgrounds, and talent throughout the organization and the community.

4. STAFF EFFECTIVENESS
Taking responsibility for the development, performance, and success of employees throughout the organization.

5. PERSONAL RESILIENCY AND DEVELOPMENT
Demonstrating a commitment to a balanced life through ongoing self-renewal and development in order to increase personal capacity.

6. STRATEGIC LEADERSHIP
Defining and communicating a vision and leveraging all resources and tools to achieve it.

7. STRATEGIC PLANNING
Developing a plan of action that brings the community together, provides clarity of purpose and priorities, and guides the organization’s actions in achieving its goals and objectives.

8. POLICY FACILITATION AND IMPLEMENTATION
Engaging with elected officials and other community stakeholders to create and execute policies that achieve common goals and objectives.

9. COMMUNITY AND RESIDENT SERVICE
Discerning community needs and providing responsive, equitable services.

10. SERVICE DELIVERY
Understanding the basic principles of service delivery, using strategic decision making and continuous improvement to serve the organization and community, and influencing the components and relationships between operational areas.

11. TECHNOLOGICAL LITERACY
Demonstrating an understanding of information technology and ensuring that it is incorporated appropriately in service delivery, information sharing, and public access.

12. FINANCIAL MANAGEMENT AND BUDGETING
Implementing long-term financial analysis and planning that integrates strategic planning and reflects a community’s values and priorities; preparing and administering the budget.

13. HUMAN RESOURCES MANAGEMENT AND WORKFORCE ENGAGEMENT Ensuring that the policies and procedures of the organization are applied consistently and fairly and motivating and engaging the workforce to its highest potential.

14. COMMUNICATION AND INFORMATION SHARING
Effectively facilitating the flow of ideas, information, and understanding.

Practices for Effective
Local Government Leadership
239
1 CITY MANAGER EMPLOYMENT

AGREEMENT
between the
City of Half Moon Bay
and
Matthew Chidester
I. Parties and Date
This Agreement is entered into as of August 20, 2022 ( the " Effective Date") by and between the City of Half Moon Bay, California, a municipal corporation ( the " City"), and Matthew B. Chidester, an individual ( the "City Manager"). The City and the City Manager are sometimes individually referred to as a " Party" and collectively as " Parties." A. The City requires the services of a City Manager; and B. Matthew B. Chidester has the necessary education, experience, skills and expertise to serve as the City’ s City Manager; and
C. The City Council of the City (the “ City Council”) desires to employ the Matthew B. Chidester to serve as the City Manager of City; and
D. The Parties desire to execute this Agreement pursuant to the authority of and subject to the provisions of the Half Moon Bay Municipal Code; and E. In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement.

II. Employment and Term
The City hereby employs Matthew B. Chidester as its City Manager, and Matthew B.

Chidester hereby accepts such employment. The initial term of this Agreement shall be for a period of thirty-six ( 36) months commencing on August 20, 2022, and continuing until August 19, 2025 unless terminated earlier in accordance with Section VI. The Parties may agree to extend this Agreement by amending this Agreement in writing. Nothing in this Agreement shall prevent, limit or otherwise interfere with (a) City Manager’ s at-will status; ( b) the right of City to terminate the services of City Manager as provided herein; and ( c) the right of City Manager to resign from his position as provided herein.

III. Commitments and Understandings
A. The City Manager' s Commitments
1) Duties & Authority
a) The City Manager shall be the chief executive officer of the City DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 240
2 and be responsible to the City Council for the proper administration of all affairs of the City.
b) The City Manager shall perform all of the duties of the City Manager as set forth in Chapter 2.16 of the Half Moon Bay Municipal Code ( the Municipal Code"), the California Government Code, City policies and procedures approved by the City Council, and such other duties as may be directed by the City Council from time to time.
c) The City Council may also designate the City Manager as the chief executive of other City-related legal entities. Such other legal entities could include a redevelopment agency, financing authorities, and joint powers authorities.
d) To accomplish this, and to the extent consistent with the Half Moon Bay Municipal Code and applicable state law, the City Manager shall have the power and shall be required to:
i) Attend all meetings of the City Council, unless excused by the Mayor, and take part in the discussion of all matters before the City Council.
ii) Review all agenda documents before preparing the agenda for any regular or special meetings of the City Council. iii) Direct the work of all City departments, except those that are directly appointed by or report directly to the City Council. iv) Recommend to the City Council from time to time, adoption of such measures as the City Manager may deem necessary or expedient for the health, safety, or welfare of the community or for the improvement of administrative services, including
recommending to the City Council long-range plans to improve City operations and prepare for future City growth and development. vii) Provide management training and develop leadership qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges. viii) Prepare and submit the annual budget.
ix) Represent the City to press and other information media as required.
x) Meet with individual citizens and groups to discuss
complaints and explain City policy and actions.
viii) Exercise control of City government in emergencies as DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 241
3 authorized by the Municipal Code and California law, including, but not limited to, being designated as the City’ s Director of Emergency Services for the purposes of disaster management pursuant to the California Emergency Services Act, Government Code section 8630.
2) Hours of Work
a) The City Manager is an exempt employee but is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager' s position. The City Manager does not have set hours of work as the City Manager is expected to be available at all times. This position is exempt from FSLA overtime pay requirements; therefore, City Manager shall not be entitled to additional compensation for any work performed in excess of the City’ s regular workweek.
b) It is recognized that the City Manager must devote a great deal of time to the business of the City outside of the City's customary office hours, and to that end the City Manager' s schedule of work each day and week shall vary in accordance with the work required to be performed. The City Manager shall spend sufficient hours on site to perform the City Manager' s duties; however, the City Council has discretion over the City Manager' s work schedule and work location.
c) During the Term of this Agreement, the City Manager shall not engage in any outside employment without the express prior consent of the City Council.
3) Disability or inability to perform
In the event the City Manager becomes permanently mentally or physically disabled to the extent that he cannot perform the full range of the essential functions of his position as determined by his treating physician or is otherwise unable to perform the full range of the essential functions of his position because of sickness, accident, injury, mental incapacity or other health reasons with reasonable accommodation and it reasonably appears such incapacity will last for more than six months, the City Council may terminate the City Manager.

B. City Commitments
1) The City shall pay for or provide the City Manager reimbursement for all reasonable, actual and necessary business expenses. The City shall provide the City Manager a City credit card to charge appropriate and lawful business expenses, subject to all City-adopted expense reimbursement policies and requirements.

DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 242
4 2) Subject to the limitations contained in the City's annual general fund operating budget for such expenditures, the City agrees to pay the following:
a) Professional dues and subscriptions on behalf of the City Manager which are necessary for the City Manager' s continuation and full participation in national, regional, state, or local associations and organizations necessary and desirable for the good of the City, and for the City Manager' s continued professional participation and advancement. This includes the International City Management Association (" ICMA") and the California City Management Foundation (" CCMF");
b) Travel and subsistence expenses of the City Manager to pursue official and other functions for the City, and meetings and occasions to continue the professional development of the City Manager, including, but not limited to, national, regional, state, and local conferences, and governmental groups and committees upon which the City Manager serves as a member; and
c) Travel and subsistence expenses of the City Manager for short courses, institutes and seminars that are necessary for the good of the City or for the professional development of the City Manager. 3) The City recognizes the desirability of representation in and before local civic and other organizations, and the City Manager is authorized to become a member of civic clubs or organizations, for which the City shall pay membership dues to the extent that such expenditures are included in the annual operating budget.

C. Mutual Commitments
1) Performance Evaluation
a) Annual performance evaluations are an important way for the City Council and City Manager to ensure effective communications about expectations and performance.
b) The City Council recognizes that for the City Manager to respond to its needs and to grow in the performance of the City Manager' s job, the City Manager needs to know how the City Council Members evaluate the City Manager' s performance.
c) To assure that the City Manager gets this feedback, the City Council shall conduct an evaluation of the City Manager' s performance at least once each year. During the first year of this Agreement’ s term, the City Council and the City Manager shall endeavor to discuss the City Manager’ s performance at least once per quarter, with the first performance evaluation DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 243
5 occurring not later than three ( 3) months following the Effective Date at the initiation of the City Manager. In subsequent years, the City Council and the City Manager agree that performance evaluations, for the purpose of mid-course corrections, may occur quarterly or several times during each calendar year at the request of the City Council. The Parties may use an outside facilitator paid by City funds to assist them in conducting this evaluation, at the option of the City Council.
d) No later than March of each year the City Manager and the City Council will create goals or other outcome measures that will provide the basis for determining the next year's performance objectives. e) The annual review and evaluation shall be in accordance with specific criteria established by the City Council with the assistance of the City Manager. Such criteria may be added to or deleted as the City Council may from time to time determine. The City Manager shall timely cause to be placed on the Council’ s agenda each year a “ closed session” for the purpose of the annual review and evaluation.
f) The City Council shall define such goals and performance objectives as it determines are necessary for the proper operation of the City for the attainment of the City Council' s policy objectives, and the City Council shall further establish a relative priority among those goals and performance objectives.

IV. Compensation
The City agrees to provide the following compensation to the City Manager:

A. Compensation & Required Employer Costs
1) Base Salary
a) The annual base salary for the position of City Manager shall initially be $ 265,000.00. The City Council shall annually consider an increase in base salary to be effective at the beginning of the upcoming fiscal year as part of the annual performance evaluation process described under Section III(D)(1).
b) The City Manager shall be paid at the same intervals and in the same manner as regular City employees.
c) The City shall not at any time during the term of this Agreement reduce the base salary, compensation or other financial benefits of the City Manager, unless as part of a general City management salary reduction, and then in no greater percentage than the average reduction of all City department heads. The City Manager shall participate in the same manner as other City department heads in DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 244
6 any general salary reductions including in the ones in effect at the date of the execution of this Agreement.
2) Required Employer Costs
a) Federal Insurance Contributions Act (FICA) (if applicable). i. Old Age Survivor and Disability Income ( OASDI).
ii. Medicare.
b) Unemployment Compensation.
c) Public Employees Retirement System ( PERS).

The City contracts with the California Public Employees' Retirement System for retirement benefits. The City will pay the same percentage of the City's share and the City Manager' s Member' s) share for participation in the Public Employees' Retirement System as is paid for other management employees. As of the date hereof, the City pays the full City share and other management employees pay the corresponding employee share.

The terms of the contract between City and CalPERS in accordance with applicable law shall govern the eligibility for and level of benefits to which City Manager is entitled.
d) The cost of any fidelity or other bonds required by law for the City Manager.
e) The cost to defend and indemnify the City Manager as provided in Section VII(C), below.
f) Workers’ Compensation to the same extent provided for other City employees.

B. Basic Benefits
1) Leaves
a) The City Manager shall accrue leaves as follows:
i. Holiday Leave: The City Manager shall be entitled to the following holidays with pay:

New Year’ s Day
One day prior to, or following New Year’ s Day*
Martin Luther King, Jr. Day
President’ s Day
DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 245
7 Cesar Chavez Day
Memorial Day
Independence Day
Labor Day
Veteran’ s Day
Thanksgiving Day
Day after Thanksgiving
Christmas Day
One day prior to, or following Christmas Day*
One Floating Holiday
These exact dates shall be determined on an annual basis consistent with Citywide policy.

In addition to the above enumerated holidays, the City Manager will also be subject to the “ City Hall Closure” as detailed in the Unrepresented Executive Employees Compensation and
Benefits Plan effective through June 30, 2026.
ii. Vacation Leave: The City Manager shall accrue vacation leave at the rate of 14 hours per month through the term of this contract. The City Manager may accumulate up to, but not more than, two (2) years of vacation credit at his current accrual level.

Should the City Manager reach the maximum accrual level he will not accrue vacation until he utilizes his already accrued vacation leave.
iii. Administrative Leave: In addition to vacation leave, the City Manager shall accrue eight ( 8) hours of administrative leave per month. The City Manager may accumulate up to, but not more than, two ( 2) years of administrative leave credit at his current accrual level. Should the City Manager reach the maximum accrual level he will not accrue administrative leave until he utilizes his already accrued administrative leave.
iv. Sick Leave:
i. Accruals: The City Manager shall accrue eight (8) hours of sick leave with pay for each month of service. Sick
leave may be applied to:

1. Absence necessitated by an employee’ s personal
illness.

2. Medical and dental appointments.

All conditions and restrictions that govern employee use of sick leave shall also apply to the use by an employee DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 246
8 to attend to an illness of his/her child, mother, father, mother- in-law, father- in-law, spouse, domestic partner; domestic partner’ s mother, father, or child; and any
dependent living in the same household as the employee. ii. Sick Leave incentive: Two (2) days’ vacation leave will be awarded contingent upon non- usage of accumulated
sick leave ( i.e. employee authorized one additional
vacation day per six ( 6) months provided sick leave
usage does not exceed two (2) days for that same period). v. Additional Leaves
The City Manager shall be eligible for the same bereavement, jury duty, court leave, military leave and industrial disability leave benefits provided to non-public safety City Department Directors.
vi. Leave Payoffs:
i. Vacation/ Administrative Leave Payoff: The City
Manager may receive an annual payment in exchange for
earned vacation or administrative leave up to one
hundred four ( 104) hours in any given calendar year
payable during the month of November. At the time of
the request for the exchange, the City Manager must
retain a minimum of sixty ( 60) total hours of vacation and/or administrative leave on their leave banks.
ii. Sick Leave Payoff: Upon separation from the City:

1. Should the City Manager have a minimum of five
5) years of total service with the City, but less
than ten ( 10) years of service, shall receive
reimbursement for twenty- five percent ( 25%) of
their accrued sick leave with a cap of Twenty
Five Hundred Dollars ($ 2,500.00);

2. Should the City Manager have a minimum of ten
10) years of total service with the City, but less
than twenty ( 20) years of service with the City,
he shall receive reimbursement equal to twentyfive percent ( 25%) of accrued sick leave with no cap;

3. Should the City Manager have a minimum of
twenty ( 20) years of total service with the City
shall receive reimbursement equal to forty
DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 247
9 percent ( 40%) of accrued sick leave with no cap.
2) Automobile
The City Manager shall be provided a monthly automobile allowance of 500 in exchange for making a vehicle available for the City Manager' s own use and for City-related business and/or functions during, before and after normal work hours. By the City Manager making the City Manager' s personal automobile available for use, the City Manager is not precluded from using City vehicles for City business during, before, and after the normal workday on occasion, when appropriate.
3) Relocation Expenses
The City Manager shall be provided a one-time allowance of ten thousand dollars ($ 10,000.00) to assist with relocation of his primary residence to a primary residence located in the corporate limits of the County of San Mateo. The City Manager shall complete this relocation not later than twenty four ( 24) calendar months following the Effective Date. This relocation timeframe may be extended by mutual agreement of the parties.

This allowance shall be paid in a lump sum to the City Manager within thirty 30) calendar days of the Effective Date. Should the City Manager fail to relocate consistent with the terms of this Section, the City may request that the City Manager refund the relocation allowance provided hereunder. The City Manager shall be responsible for all tax liabilities associated with this allowance.
4) Reimbursement for Use of Technology
Should the City Manager use his or her personal cell phone, tablet, computer or other technology in the course of City business, the City will provide a technology stipend of One Hundred Dollars ($ 100) per month. 5) Benefits that Accrue to Other Employees
The City Manager shall be entitled to all non-economic benefits, rights, and privileges accorded to non-public safety City Department Directors except as otherwise provided in this Agreement. If there is any conflict between this Agreement and any resolution fixing compensation and benefits for non-public safety City Department Directors or other unclassified employees, this Agreement shall control.
6) Housing Assistance Loan
The City agrees to make available to the City Manager a one-time loan of up to three hundred and twenty thousand dollars ($ 320,000) (“ City Loan”).

The City Loan may be used solely for a down payment for the purchase of DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 248
10 a primary residence for City Manager within San Mateo County Residence”). To be eligible for the City Loan, the City Manager must close on the purchase of a Residence no later than August 31, 2024 and must have hired an Assistant City Manager or otherwise relinquished in writing his rights under Section VI(F) to the Assistant City Manager position. The City Loan shall be evidenced by a Promissory Note made by the City Manager payable to the City and secured by a Deed of Trust on the Residence recorded in the Official Records of San Mateo County. Any such City Loan will include the following terms:
i) Fifteen ( 15) year term commencing three ( 3) years after the date of the Promissory Note, with an interest rate that is the lesser of ( a) 2.5%, or ( b) the five ( 5) year average rate of return on the state’ s Local Agency Investment Fund
LAIF”) plus 1%; the interest rate shall be set at the time the Promissory Note is made and fixed over the term.
ii) Unless otherwise provided under ( v) below, loan payments will begin three years from the date of the Promissory Note.

Interest will not accrue during this three- year “ grace period” so long as City Manager continues employment with the
City under this contract, as may be amended from time to time. Following the expiration of the three- year grace period, assuming contract renewal, City Manager shall be required to pay all principal and interest for the loan amount which shall be amortized and payable in equal semi- monthly
installments over the fifteen year term through an automatic payroll deduction.
iii) The City Loan may be prepaid earlier without penalty. iv) City Manager shall be responsible to pay all applicable taxes, insurance and homeowners fees associated with the
Residence, and be responsible at his expense to maintain the Residence in good and habitable conditions at all times. v) Notwithstanding ( ii) above, the Promissory Note shall be due and payable in full within eighteen ( 18) months of the City Manager’ s separation if the City Manager is terminated without cause, or within twelve ( 12) months if the City Manager voluntarily resigns, retires, or is terminated for cause, or following expiration and nonrenewal of this
Agreement. If the City determines in its reasonable
discretion that the Residence is no longer City Manager’ s DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 249
11 primary residence, the Promissory Note shall be due and payable in full within one hundred twenty ( 120) days.
vi) The lien of City’ s Deed of Trust may be junior, subordinate, and subject only to ( a) a mortgage, deed of trust, or other instrument primarily given to secure a loan or other
obligation and constituting a lien on all or any portion of the Residence; ( b) liens for general ad valorem taxes and
assessments; and ( c) encumbrances, such as easements,
rights of way, and covenants, conditions, and restrictions, all of a non-monetary nature, which exist of record as of the closing on the purchase of the Residence. City Manager shall give the City written notice within ten ( 10) days after a mortgage secured by the Residence is recorded in the
Official Records of San Mateo County.

The Parties agree to cooperate in the preparation and execution of all notes, deeds of trust, agreements, and other documents reasonably necessary to conform the terms of the City Loan to the provisions of this subsection in a form mutually agreed to by the Parties.

V. Security
A. Pensions
1) Federal Insurance Contributions Act (FICA)
If applicable.
2) Deferred Compensation
a) Section 457 Plan or Section 401 ( a) Plan
The City shall contribute ten thousand dollars ($ 10,000) annually to the City Manager’ s Section 457 deferred compensation plan. That contribution shall be made in equal installments each pay period.

The City Manager may elect to contribute additional funds to any qualified Section 457 Plan or Section 401 ( a) Plan that the City has approved.
3) Medical, Vision and Dental Insurance
The City Manager shall be eligible for the same medical, dental and vision insurance benefits available to other City employees.

The City will pay the minimum employer contribution required under the DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 250
12 Public Employees Medical and Hospital Care Act ( PEMHCA) for each eligible active employee towards the purchase of medical insurance.

In addition, the City will maintain a Cafeteria Plan, pursuant to Section 125 of the Internal Revenue Code, for the purpose of providing employees with access to various health and welfare benefits and shall contribute up to a maximum of one thousand nine hundred dollars ($ 1,900) per month ( the Cafeteria Plan Allowance”).

The City shall provide dental and vision insurance up to the family level coverage for the City Manager.

Any and all additional sums, over and above the amounts stated above that are required to purchase the employee selected Health and Welfare benefit, shall be paid by the City Manager through payroll deduction. Cafeteria Plan Allowance in excess of actual premiums is to be paid to the City Manager.

In the event the City makes a pre-tax flexible spending account program available to City employees, the City Manager will have the ability to participate in such program ( without contribution by the City). 4) Other Insurance
The City shall provide Life Insurance and Accidental Death and Dismemberment coverage for the City Manager in the amount equal to one (1) times his then- applicable annual base salary.

The City shall provide long-term disability coverage of sixty seven percent 67%) of monthly earnings to a maximum monthly benefit of Six Thousand Dollars ($ 6,000) after a sixty (60) day elimination period.

VI. Separation
A. Resignation/ Retirement
The City Manager may resign at any time and agrees to give the City at least 30 days’ advance written notice of the effective date of the City Manager' s resignation, unless the Parties otherwise agree in writing. If the City Manager retires from full time public service with the City, the City Manager may provide six months’ advance notice. The City Manager' s actual retirement date will be mutually established. In the event City Manager terminates his employment under this Agreement, the provisions of this Agreement and all compensation and benefits owed City Manager under it, shall cease upon the effective date of such termination as determined by City, unless otherwise expressly provided in this Agreement.

B. Termination & Removal
1) The City Manager is an at-will employee serving at the pleasure of the City DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 251
13 Council as provided in Government Code Section 36506. 2) The City Council may remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of termination shall be provided to the City Manager in writing. “ Involuntary termination” as used in this Section shall also include a request that the City Manager resign by the City Council as approved by a majority vote of the City Council or a reduction in salary or other financial benefits of the City Manager by more than ten percent ( 10%), except as occasioned by a reduction in the salary of other City management staff pursuant to section IV(A)(1)(c). Involuntary termination does not include City Manager’ s death, incapacity due to injury or illness ( physical or mental), dismissal for just cause as defined in Section E below, nor City Manager’ s resignation for any reason other than stated in this Section.
3) The City Manager shall not be removed during the 60-day period preceding or following any City election for membership on the City Council, or during the 90-day period following any change in membership of the City Council, except upon unanimous vote of the City Council.

C. Severance Pay
1) In the event the City Manager is involuntarily terminated by the City Council during such time that the City Manager is willing and able to perform the City Manager' s duties under this Agreement, then in that event the City agrees to pay the City Manager a lump sum cash payment equal to six months' base salary then in effect as provided in Section IV(A)(1) above or the number of months left on the unexpired term of the Agreement whichever is less). Any severance payment shall exclude all other benefits, such as retirement, health, vision, and dental benefits. In addition, vacation and sick leave accrual shall immediately cease upon the date of City’ s notification to City Manager that his employment will be terminated. The severance pay shall be computed from the effective date of City Manager’ s termination. The intent of these provisions is to comply with Government Code section 53260. Should the Parties agree to renew this contract for a Subsequent Term, the Parties specifically agree that they may renegotiate the terms of this subsection, as they may with other contract terms. 2) In addition, the City shall extend to the City Manager the right to continue health insurance as may be required by and pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act Of 1986 ( COBRA). The City agrees to pay the City Manager' s COBRA coverage for six months or until the City Manager either secures full-time employment or obtains other health insurance, or the number of months left on the unexpired term of the Agreement, whichever of these three events first occurs. The City Manager shall notify the City within five (5) days of securing new full-time employment or insurance.

DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 252
14 3) In exchange for the consideration provided in paragraphs C (1) & ( 2), the City Manager shall execute release of all claims in a form mutually acceptable to the Parties.
4) All payments required under Sections VI(C)(1) and ( 2) are subject to and shall be interpreted to comply with the limitations set forth in Government Code Section 53260 regarding maximum severance pay.
5) Notwithstanding any other provision of this Agreement to the contrary, pursuant to California Government Code Section 53243. 2, if this Agreement is terminated, any cash settlement related to the involuntary termination that the City Manager may receive from the City shall be fully reimbursed to the City if the City Manager is convicted of a crime involving an abuse of his office or position. The City Council may withhold payment of severance pay pending final disposition of any criminal charges. “ Abuse of office or position” has the same definition as contained in Government Code Section 53243. 4.

D. Separation for Cause
1) Notwithstanding the provisions of Section VI(C), the City Manager may be terminated for cause. As used in this section, " cause'' shall mean one or more the following:
a) Conviction of a felony or a misdemeanor involving moral turpitude or dishonest acts for personal gain;
b) Fraudulent or dishonest acts within the scope of his employment; c) Willful misconduct or malfeasance;
d) Willful breach or habitual neglect of duties.
e) Gross negligence in the exercise of his duties.
2) In the event of termination for cause, the City may terminate this agreement immediately and City Manager shall be given written notice setting forth the reasons for such termination. Said termination shall take effect immediately or as specified by City in the Notice of Termination. In such event, City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section VI(E), below, and such other termination benefits and payments as may be required by law.

The City Manager shall not be entitled to any severance benefits provided by Section VI(C).

Notwithstanding the use of the term “ cause” herein, nothing herein contained shall be deemed to create or establish a property right or a right to continuing employment in the position of DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 253
15 employment of City Manager or affect City’ s right to terminate the employment of City Manager with or without cause in accordance with this Agreement.

E. Payment for Unused Leave Balance
1) On separation from City employment, the City Manager shall be paid for all unused accrued vacation and administrative leave allowances provided in Section IV(B)(1)(a)(ii) and ( iii) above, and/or the City Manager may apply the leave time to service credit for retirement purposes if permitted by PERS. Accumulated vacation and administrative leave balances shall be paid at the City Manager' s monthly salary rate at the effective date of separation
2) In the event the City Manager dies while employed by the City under this Agreement, the City Manager' s beneficiaries or those entitled to the City Manager' s estate, shall be entitled to the City Manager' s earned salary, and any in-lieu payments for accrued benefits, including compensation for the value of all accrued leave balances.

F. Return to Prior Job Classification
The City Manager may elect to return to the position of Assistant City Manager within twelve ( 12) months of the Effective Date so long as ( 1) the City has not appointed a new Assistant City Manager or begun its recruitment for one and ( 2) the City Manager was not terminated for cause. If the City Manager elects to return to the position of Assistant City Manager, he shall be entitled to all of the compensation and benefits afforded to the Assistant City Manager, except as may otherwise be limited by this Agreement or which may be duplicative through operation of this Agreement. If the City Manager elects to return to the position of Assistant City Manager, he shall not be entitled to any severance pay as otherwise would be provided under Section VI(C) or the compensation and benefits as City Manager under this Agreement other than that due and owing to him as of his final day of work as City Manager. Nothing in this Agreement is intended to alter the at-will employment nature of the Assistant City Manager position, should the City Manager elect to return to the position of Assistant City Manager.

VII. Miscellaneous Provisions
A. Amendments
This Agreement may be amended at any time by mutual agreement of the City and the City Manager. Any amendments are to be negotiated, put in writing, and adopted by the City Council.

B. Conflict of Interest
DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 254
16 1) The City Manager shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein.
2) The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to the City Manager' s City employment
3) The City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position.

C. Indemnification
Except as otherwise provided by law, and provided that City Manager complies with the provisions of Sections 825 and 825.6 of the California Government Code, as now existing or hereafter amended, City shall defend, hold harmless, and indemnify City Manager against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of City Manager’ s duties in accordance with the provisions of Sections 825 and 825.6, as now existing or hereafter amended.

City may conduct such defense reserving the rights of City not to pay the judgment, compromise, or settlement until it is established that the injury arose out of an act or omission occurring within the scope of City Manager’ s employment as an employee of City. City is required to pay the judgment, compromise, or settlement only if it is established that the injury arose out of an act or omission occurring in the scope of City Manager’ s employment as an employee of City. Nothing in this Agreement authorizes or obligates City to pay that part of any claim or judgment that is for punitive or exemplary damages. City may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom only to the extent authorized in Sections 825 through 825.6, as now existing or hereafter amended. City may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom only to the extent authorized in Sections 825 through 825.6, as now existing or hereafter amended. City is not required to indemnify City Manager for any illegal acts committed by City Manager but may agree to do so, in its discretion.

If the City Manager is convicted of a crime involving an abuse of his office or position, as defined in Government Code Section 53234. 4, then the City Manager shall fully reimburse the City for any paid leave salary paid by the City to the City DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 255
17 Manager pending any investigation, funds provided to the City Manager for his legal criminal defense, and/or any severance pay or cash settlement paid to the City Manager related to his termination by the City. Said reimbursements are required if such payments are made, even if the payments were made by the City in the absence for any contractual requirement to do so
D. Severability
If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto.

E. Laws Affecting Title
In addition to those laws affecting a City Manager, the City Manager shall have the same powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer, Administrator, and/or City Administrator as those terms are used in local, state or federal laws.

F. Jurisdiction and Venue
This Contract shall be construed in accordance with the laws of the State of California, and the Parties agree that venue shall be in San Mateo County, California.

G. Entire Agreement
This Contract represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. This Contract may be amended or modified only by a written, fully executed agreement of the Parties.

H. Waiver
Waiver by either Party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

I. Ambiguity
The Parties acknowledge that this is a negotiated Agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any Party on the basis of such Party’ s draftsmanship thereof.

J. Headings
DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 256
18 The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

K. Notice
Any notice, amendments, or additions to this Agreement, including change of address of either party during the term of this Agreement, which the City Manager or the City shall be required, or may desire, to make shall be in writing and shall be sent by prepaid first class mail or hand- delivered to the respective Parties as follows:
1) If to the City:

Mayor
City of Half Moon Bay
501 Main Street
Half Moon Bay, CA 94019
With a copy to:

Catherine Engberg, City Attorney
City of Half Moon Bay
Shute Mihaly & Weinberger LLP
396 Hayes Street
San Francisco, CA 94102
Or such other address as the City Attorney may have on file at the time of the notice.)
2) If to the City Manager:

Matthew B. Chidester
City of Half Moon Bay
501 Main Street
Half Moon Bay, CA 94019
Or to City Manager’ s home address on file with the City’ s Human Resources Department.

DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 257
19 VIII. Execution
IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written. This Agreement may be executed in counterparts, and each counterpart shall be deemed a duplicate original. A copy of a signature shall be deemed equivalent to an original signature. Electronic, fax and email signatures are equally binding as originals.

City”
City of Half Moon Bay
A Municipal Corporation
City Manager”
By: _______________________________
Mayor Matthew B. Chidester
ATTEST:

By: _______________________________
City Clerk

APPROVED AS TO FORM
By: _______________________________
City Attorney
1547700. 2
DocuSign Envelope ID: E5F23C24- 8B01-47DF-9C5B- 64B619725108 258
1 AMENDMENT NO. 1 TO

CITY MANAGER EMPLOYMENT AGREEMENT
between the
City of Half Moon Bay
and
Matthew Chidester
THIS AMENDMENT NO. 1 to the August 20, 2022 City Manager Employment Agreement is made and entered into as of November 7, 2023 by and between the City of Half Moon Bay, a municipal corporation, (“City”) and Matthew Chidester (“City Manager”).

A. The City employs the City Manager pursuant to the terms of the August 20, 2022 City Manager Employment Agreement between the parties (“Agreement”).

B. The City Council, through its labor negotiator, has negotiated with the City Manager to amend the Agreement.

C. The parties now desire to amend the Agreement as described in this Amendment No. 1.

NOW, THEREFORE, in consideration of the covenants contained herein and in the Agreement amended hereby:

1. Section IV.A.1(a) Base Salary is amended as follows:
(a) The annual base salary for the position of City Manager shall be $272,950, as of July 1, 2023. The City Council shall annually consider an increase in base salary to be effective at the beginning of the upcoming fiscal year as part of the annual performance evaluation process described under Section III(D)(1).

2. Section IV.B.1(a)(iii) Administrative Leave is amended to add a new subsection (i) as follows:
i. Supplemental Administrative Leave: An additional, one-time allocation of 117 hours of administrative leave shall be added to the City Manager’s leave bank (“Supplemental Leave”), which must be used by August 19, 2025. Any portion of the
Supplemental Leave that has not been used by August 19, 2025 will be automatically removed from the City Manager’s leave bank.

This Amendment No. 1, together with the provisions of the Agreement that are unaffected by this Amendment No. 1, constitute the entire agreement between the parties.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

DocuSign Envelope ID: BC9CF670-3F71-4F58-88CC-8BC639644495 25974
2 “City”
City of Half Moon Bay
A Municipal Corporation
“City Manager”
By: _______________________________
Mayor
_______________________________
Matthew Chidester
ATTEST:

By: _______________________________
City Clerk

APPROVED AS TO FORM
By: _______________________________
City Attorney
DocuSign Envelope ID: BC9CF670-3F71-4F58-88CC-8BC639644495 26075
1 AMENDMENT NO. 2 TO

CITY MANAGER EMPLOYMENT AGREEMENT
between the
City of Half Moon Bay
and
Matthew Chidester
THIS AMENDMENT NO. 2 to the August 20, 2022 City Manager Employment Agreement is made and entered into as of December 3, 2024 by and between the City of Half Moon Bay, a municipal corporation, (“City”) and Matthew Chidester (“City Manager”).

A. The City employs the City Manager pursuant to the terms of the August 20, 2022 City Manager Employment Agreement between the parties, which was amended by Amendment No. 1 dated November 7, 2023 (collectively, “Agreement”).

B. Following the City Council’s annual performance evaluation of the City Manager for 2024, the City Council, through its labor negotiator, has negotiated with the City Manager to amend the Agreement.

C. The parties now desire to amend the Agreement as described in this Amendment No. 2.

NOW, THEREFORE, in consideration of the covenants contained herein and in the Agreement amended hereby:

1. Section II Employment and Term amended as follows:

The City hereby employs Matthew B. Chidester as its City Manager, and Matthew B. Chidester hereby accepts such
employment. The term of this agreement shall be through May 19, 2026, unless terminated earlier in accordance with Section VI. The Parties may agree to extend this Agreement by amending this Agreement in writing. Nothing in this Agreement shall prevent, limit or otherwise interfere with (a) City Manager’s at-will status; (b) the right of City to terminate the services of City Manager as provided herein; and (c) the right of City Manager to resign from his position as provided herein.

2. Section III.C.1(c) Performance Evaluation is amended as follows:
(c) To assure that the City Manager gets this feedback, the City Council shall conduct an evaluation of the City Manager’s performance at least once each year. The City Council and the City Manager agree that performance evaluations, for the purpose of mid-course corrections, may occur quarterly or several times during each calendar year at the request of the City Council. The Parties may use an outside facilitator, selected by mutual agreement of the City Council and City Manager, paid by City Docusign Envelope ID: B92ED1C8-E22A-43EB-B066-09B570755CE8 26172
2 funds to assist in conducting evaluations, at the option of the City Manager.

3. Section IV.A.1(a) Base Salary is amended as follows:
(a) The annual base salary for the position of City Manager shall be $281,138.50, as of July 1, 2024. The City Council shall annually consider an increase in base salary to be effective at the beginning of the upcoming fiscal year as part of the annual performance evaluation process described under Section III(D)(1). In addition, the City Manager shall receive an annual cost-of-living adjustment in an amount equal to that provided to City unrepresented management employees, or equal to the California Consumer Price Index for Urban Wage Earners and Clerical Workers, as calculated by the Department of Industrial Relations, whichever is less.

This Amendment No. 2, together with the provisions of the Agreement that are unaffected by this Amendment No. 2, constitute the entire agreement between the parties.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
“City”
City of Half Moon Bay
A Municipal Corporation
“City Manager”
By: _______________________________
Mayor
_______________________________
Matthew Chidester
ATTEST:

By: _______________________________
City Clerk

APPROVED AS TO FORM
By: _______________________________
City Attorney
Docusign Envelope ID: B92ED1C8-E22A-43EB-B066-09B570755CE8 26273
1 AMENDMENT NO. 3 TO

CITY MANAGER EMPLOYMENT AGREEMENT
between the
City of Half Moon Bay and Matthew Chidester
THIS AMENDMENT NO. 3 to the August 20, 2022 City Manager Employment Agreement is made and entered into as of December 16, 2025 by and between the City of Half Moon Bay, a municipal corporation, (“City”) and Matthew Chidester (“City Manager”). The City and the City Manager shall be collectively referred to as the “Parties” and individually as “City”, “City Manager” or “Party.”

RECITALS
A. The City employs the City Manager pursuant to the terms of the August 20, 2022 City Manager Employment Agreement between the parties, which was amended by Amendment No. 1 dated November, 7, 2023 and Amendment No. 2 dated December 3, 2024 (collectively referred to as “Agreement”); and
B. Following the City Council’s annual performance evaluation of the City Manager for 2025, the City Council, through its labor negotiator, has negotiated with the City Manager to amend the Agreement.

C. The Parties now desire to amend the Agreement to revise the term of employment and separation provision, as set forth herein.

NOW THEREFORE, in consideration of the covenants contained herein, the Parties agree to amend the Agreement in the following manner:

1. Section II, “Employment and Term” shall be deleted and replaced in its entirety to read as follows:

The City hereby employs Matthew B. Chidester as its City Manager, and Matthew B.

Chidester hereby accepts such employment. The Term of this Agreement shall be from the Effective Date and shall remain in effect until terminated by either party in accordance with Section VI of this Agreement. Nothing in this Agreement shall prevent, limit or otherwise interfere with (a) City Manager’s at-will status; (b) the right of City to terminate the services of City Manager as provided herein; and (c) the right of City Manager to resign from his position as provided herein.

2. Section VI, “Separation” shall be deleted and replaced in its entirety to read as follows:
263
2 A. Resignation/Retirement
1) The City Manager may resign at any time and agrees to give the City at least thirty (30) days’ advance written notice of the effective date of the City Manager’s resignation, unless the Parties otherwise agree in writing. In the event the City Manager resigns, terminating his employment under this Agreement, the provisions of this Agreement and all compensation and benefits owed City Manager under it, shall cease upon the effective date of such termination as determined by City, unless otherwise expressly provided in this Agreement.
2) If the City Manager retires from full-time public service with the City, the City Manager may provide six (6) months’ advance notice. The City Manager’s actual retirement date will be mutually established.

B. Termination & Removal
1) The City Manager is an at-will employee serving at the pleasure of the City Council, as provided in Government Code section 36506. 2) The City Council may terminate the City Manager’s employment and remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of any termination shall be provided to the City Manager in writing (“Notice of Termination”). “Involuntary termination” as used in this section includes termination without cause and shall also include a request that the City Manager resign by the City Council as approved by a majority vote of the City Council or a reduction in salary or other financial benefits of the City Manager by more than ten percent (10%), except as occasioned by a reduction in the salary of other City management staff pursuant to section IV(A)(1)(c).

Involuntary termination does not include the City Manager’s death, incapacity due to injury or illness (physical or mental), dismissal for just cause as defined in section D below, nor City Manager’s resignation for any reason other than stated in this section.
3) The City Manager shall not be removed during the 60-day period preceding or following any City election for membership on the City Council, or during the 90-day period following any change in membership of the City Council, except upon unanimous vote of the City Council.

C. Notice and Severance Pay for Involuntary Termination 1) In the event the City Manager is involuntarily terminated by the City Council during such time that the City Manager is willing and able to perform the City Manager’s duties under this Agreement, then in that event the City Council may, in its sole discretion, take one of the following actions:
(a) provide the City Manager with a Notice of Termination with a fixed termination date, to be determined by the City Council, and 264
3 pay the City Manager a lump sum cash payment equal to six months’ base salary then in effect as provided in Section IV(A)(1) above (“Severance Pay”); or
(b) provide the City Manager with a Notice of Termination with a fixed termination date, which is at least six months from the date of the Notice of Termination, but provide no Severance Pay to the City Manager.
2) Any Severance Pay payment shall exclude all other benefits, such as retirement, health, vision, and dental benefits. In addition, vacation and sick leave accrual shall immediately cease upon the date of City’s notification to City Manager that his employment will be terminated. Severance Pay shall be computed from the effective date of City Manager’s termination. The intent of these provisions is to comply with Government Code section 53260. 3) In addition, the City shall extend to the City Manager the right to continue health insurance as may be required by and pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act Of 1986 (COBRA). The City agrees to pay the City Manager's COBRA coverage for six months or until the City Manager either secures full-time employment or obtains other health insurance, or the number of months left on the unexpired term of the Agreement, whichever of these three events first occurs. The City Manager shall notify the City within five (5) days of securing new full-time employment or insurance.
4) In exchange for the consideration provided in paragraphs C (1), (2) and (3), the City Manager shall execute release of all claims in a form mutually acceptable to the Parties.
5) All payments required under paragraphs (C)(1), (2) and (3) are subject to and shall be interpreted to comply with the limitations set forth in Government Code Section 53260 regarding maximum severance pay. 6) Notwithstanding any other provision of this Agreement to the contrary, pursuant to California Government Code Section 53243.2, if this Agreement is terminated, any cash settlement related to the involuntary termination that the City Manager may receive from the City shall be fully reimbursed to the City if the City Manager is convicted of a crime involving an abuse of his office or position. The City Council may withhold payment of severance pay pending final disposition of any criminal charges. “Abuse of office or position” has the same definition as contained in Government Code Section 53243.4.
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4 D. Termination for Cause
1) Notwithstanding the provisions of Section VI(C), the City Manager may be terminated for cause. As used in this section, "cause" shall mean one or more the following:
(a) Conviction of a felony or a misdemeanor involving moral turpitude or dishonest acts for personal gain;
(b) Fraudulent or dishonest acts within the scope of his employment;
(c) Willful misconduct or malfeasance;
(d) Willful breach or habitual neglect of duties.
(e) Gross negligence in the exercise of his duties.
2) In the event of termination for cause, the City may terminate this Agreement immediately and City Manager shall be given the Notice of Termination setting forth the reasons for such termination. Said termination shall take effect immediately or as specified by City in the Notice of Termination. In such event, City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section VI(E), below, and such other termination benefits and payments as may be required by law. The City Manager shall not be entitled to any severance benefits provided by Section VI(C). 3) Notwithstanding the use of the term “cause” herein, nothing herein contained shall be deemed to create or establish a property right or a right to continuing employment in the position of employment of City Manager or affect City’s right to terminate the employment of City Manager with or without cause in accordance with this Agreement.

E. Payment for Unused Leave Balance
1) On separation from City employment, the City Manager shall be paid for all unused accrued vacation and administrative leave allowances provided in Section IV(B)(1)(a)(ii) and (iii) above, and/or the City Manager may apply the leave time to service credit for retirement purposes if permitted by PERS.

Accumulated vacation and administrative leave balances shall be paid at the City Manager's monthly salary rate at the effective date of separation 2) In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate, shall be entitled to the City Manager's earned salary, and any in-lieu payments for accrued benefits, including compensation for the value of all accrued leave balances.

3. This Amendment No. 3, together with the provisions of the Agreement that are not expressly amended herein, shall remain in full force and effect and shall constitute the entire agreement between the Parties.
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5 IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.
“City” “City Manager”
City of Half Moon Bay
A Municipal Corporation
By:___________________________ By:__________________________ Robert Brownstone, Mayor Matthew Chidester
ATTEST:

By:___________________________
City Clerk

APPROVED AS TO FORM
By:___________________________
Denise Bazzano, Interim City Attorney
267
Section II Employment and Term
The City hereby employs Matthew B. Chidester as its City Manager, and Matthew B. Chidester hereby accepts such employment. The termTerm of this agreementAgreement shall be through May 19, 2026, unlessfrom the Effective Date and shall remain in effect until terminated earlierby either party in accordance with Section VI. The Parties may agree to extend this Agreement by amending of this Agreement in writing. Nothing in this Agreement shall prevent, limit or otherwise interfere with (a) City Manager’s at-will status; (b) the right of City to terminate the services of City Manager as provided herein; and (c) the right of City Manager to resign from his position as provided herein.

Section VI Separation
A. Resignation/Retirement
1) The City Manager may resign at any time and agrees to give the City at least thirty (30) days’ advance written notice of the effective date of the City Manager'sManager’s resignation, unless the Parties otherwise agree in writing. IfIn the event the City Manager retires from full time public service with the City, the City Manager may provide six months’ advance notice. The City Manager's actual retirement date will be mutually established. In the event City Manager terminatesresigns, terminating his employment under this Agreement, the provisions of this Agreement and all compensation and benefits owed City Manager under it, shall cease upon the effective date of such termination as determined by City, unless otherwise expressly provided in this Agreement.
2) If the City Manager retires from full time public service with the City, the City Manager may provide six (6) months’ advance notice. The City Manager’s actual retirement date will be mutually established.

B. Termination & Removal
1) The City Manager is an at-will employee serving at the pleasure of the City Council, as provided in Government Code Sectionsection 36506.
2) The City Council may terminate the City Manager’s employment and remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of any termination shall be provided to the City Manager in writing. (“Notice of Termination.” “Involuntary termination” as used in this Sectionsection includes termination without cause and shall also include a request that the City Manager resign by the City Council as approved by a majority vote of the City Council or a reduction in salary or other financial benefits of the City Manager by more than ten percent (10%), except as occasioned by a reduction in the salary of other City management staff pursuant to section IV(A)(1)(c). Involuntary termination does not include the City Manager’s death, incapacity due to injury or illness (physical or mental), dismissal for just cause as defined in Section Esection D below , nor City Manager’s resignation for any reason other than stated in this Section.section. 268
3) The City Manager shall not be removed during the 60-day period preceding or following any City election for membership on the City Council, or during the 90-day period following any change in membership of the City Council, except upon unanimous vote of the City Council.

C. Notice and Severance Pay for Involuntary Termination 1) In the event the City Manager is involuntarily terminated by the City Council during such time that the City Manager is willing and able to perform the City Manager'sManager’s duties under this Agreement, then in that event the City agrees toCouncil may, in its sole discretion, take one of the following actions:
(a) provide the City Manager with a Notice of Termination with a fixed termination date, to be determined by the City Council, and pay the City Manager a lump sum cash payment equal to six months'months’ base salary then in effect as provided in Section IV(A)(1) above (“Severance Pay”); or
(b) provide the numberCity Manager with a Notice of Termination with a fixed termination date, which is at least six months left on the unexpired term of the Agreement (whichever is less).from the date of the Notice of Termination, but provide no Severance Pay to the City Manager. 2) Any severanceSeverance Pay payment shall exclude all other benefits, such as retirement, health, vision, and dental benefits. In addition, vacation and sick leave accrual shall immediately cease upon the date of City’s notification to City Manager that his employment will be terminated. The severance paySeverance Pay shall be computed from the effective date of City Manager’s termination. The intent of these provisions is to comply with Government Code section 53260. Should the Parties agree to renew this contract for a Subsequent Term, the Parties specifically agree that they may renegotiate the terms of this subsection, as they may with other contract terms.
2) 3) In addition, the City shall extend to the City Manager the right to continue health insurance as may be required by and pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act Of 1986 (COBRA). The City agrees to pay the City Manager's COBRA coverage for six months or until the City Manager either secures full-time employment or obtains other health insurance, or the number of months left on the unexpired term of the Agreement, whichever of these three events first occurs. The City Manager shall notify the City within five (5) days of securing new full-time employment or insurance. 3) 4) In exchange for the consideration provided in paragraphs C (1) &), (2) and (3), the City Manager shall execute release of all claims in a form mutually acceptable to the Parties. 4) 5) All payments required under Sections VIparagraphs (C)(1), (2) and (23) are subject to and shall be interpreted to comply with the limitations set forth in Government Code Section 53260 regarding maximum severance pay.
5) 6) Notwithstanding any other provision of this Agreement to the contrary, pursuant to California Government Code Section 53243.2, if this Agreement is terminated, any cash 269
settlement related to the involuntary termination that the City Manager may receive from the City shall be fully reimbursed to the City if the City Manager is convicted of a crime involving an abuse of his office or position. The City Council may withhold payment of severance pay pending final disposition of any criminal charges. “Abuse of office or position” has the same definition as contained in Government Code Section 53243.4.

D. SeparationTermination for Cause
1) Notwithstanding the provisions of Section VI(C), the City Manager may be terminated for cause. As used in this section, "cause" shall mean one or more the following:
(a) Conviction of a felony or a misdemeanor involving moral turpitude or dishonest acts for personal gain;
(b) Fraudulent or dishonest acts within the scope of his employment; (c) Willful misconduct or malfeasance;
(d) Willful breach or habitual neglect of duties.
(e) Gross negligence in the exercise of his duties.
2) In the event of termination for cause, the City may terminate this agreementAgreement immediately and City Manager shall be given written noticethe Notice of Termination setting forth the reasons for such termination. Said termination shall take effect immediately or as specified by City in the Notice of Termination. In such event, City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section VI(E), below, and such other termination benefits and payments as may be required by law. The City Manager shall not be entitled to any severance benefits provided by Section VI(C). 3) Notwithstanding the use of the term “cause” herein, nothing herein contained shall be deemed to create or establish a property right or a right to continuing employment in the position of employment of City Manager or affect City’s right to terminate the employment of City Manager with or without cause in accordance with this Agreement.

E. Payment for Unused Leave Balance
1) On separation from City employment, the City Manager shall be paid for all unused accrued vacation and administrative leave allowances provided in Section IV(B)(1)(a)(ii) and (iii) above, and/or the City Manager may apply the leave time to service credit for retirement purposes if permitted by PERS. Accumulated vacation and administrative leave balances shall be paid at the City Manager's monthly salary rate at the effective date of separation 2) In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate, shall be entitled to the City Manager's earned salary, and any in-lieu payments for accrued benefits, including compensation for the value of all accrued leave balances.

F. Return to Prior Job Classification
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The City Manager may elect to return to the position of Assistant City Manager within twelve (12) months of the Effective Date so long as (1) the City has not appointed a new Assistant City Manager or begun its recruitment for one and (2) the City Manager was not terminated for cause.

If the City Manager elects to return to the position of Assistant City Manager, he shall be entitled to all of the compensation and benefits afforded to the Assistant City Manager, except as may otherwise be limited by this Agreement or which may be duplicative through operation of this Agreement. If the City Manager elects to return to the position of Assistant City Manager, he shall not be entitled to any severance paySeverance Pay as otherwise would be provided under Section VI(C) or the compensation and benefits as City Manager under this Agreement other than that due and owing to him as of his final day of work as City Manager. Nothing in this Agreement is intended to alter the at-will employment nature of the Assistant City Manager position, should the City Manager elect to return to the position of Assistant City Manager. 271
1 AMENDMENT NO. 2 TO

CITY MANAGER EMPLOYMENT AGREEMENT
between the
City of Half Moon Bay
and
Matthew Chidester
THIS AMENDMENT NO. 2 to the August 20, 2022 City Manager Employment Agreement is made and entered into as of December 3, 2024 by and between the City of Half Moon Bay, a municipal corporation, (“City”) and Matthew Chidester (“City Manager”).

A. The City employs the City Manager pursuant to the terms of the August 20, 2022 City Manager Employment Agreement between the parties, which was amended by Amendment No. 1 dated November 7, 2023 (collectively, “Agreement”).

B. Following the City Council’s annual performance evaluation of the City Manager for 2024, the City Council, through its labor negotiator, has negotiated with the City Manager to amend the Agreement.

C. The parties now desire to amend the Agreement as described in this Amendment No. 2.

NOW, THEREFORE, in consideration of the covenants contained herein and in the Agreement amended hereby:

1. Section II Employment and Term amended as follows:

The City hereby employs Matthew B. Chidester as its City Manager, and Matthew B. Chidester hereby accepts such
employment. The term of this agreement shall be through May 19, 2026, unless terminated earlier in accordance with Section VI. The Parties may agree to extend this Agreement by amending this Agreement in writing. Nothing in this Agreement shall prevent, limit or otherwise interfere with (a) City Manager’s at-will status; (b) the right of City to terminate the services of City Manager as provided herein; and (c) the right of City Manager to resign from his position as provided herein.

2. Section III.C.1(c) Performance Evaluation is amended as follows:
(c) To assure that the City Manager gets this feedback, the City Council shall conduct an evaluation of the City Manager’s performance at least once each year. The City Council and the City Manager agree that performance evaluations, for the purpose of mid-course corrections, may occur quarterly or several times during each calendar year at the request of the City Council. The Parties may use an outside facilitator, selected by mutual agreement of the City Council and City Manager, paid by City Docusign Envelope ID: B92ED1C8-E22A-43EB-B066-09B570755CE8 26172
2 funds to assist in conducting evaluations, at the option of the City Manager.

3. Section IV.A.1(a) Base Salary is amended as follows:
(a) The annual base salary for the position of City Manager shall be $281,138.50, as of July 1, 2024. The City Council shall annually consider an increase in base salary to be effective at the beginning of the upcoming fiscal year as part of the annual performance evaluation process described under Section III(D)(1). In addition, the City Manager shall receive an annual cost-of-living adjustment in an amount equal to that provided to City unrepresented management employees, or equal to the California Consumer Price Index for Urban Wage Earners and Clerical Workers, as calculated by the Department of Industrial Relations, whichever is less.

This Amendment No. 2, together with the provisions of the Agreement that are unaffected by this Amendment No. 2, constitute the entire agreement between the parties.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
“City”
City of Half Moon Bay
A Municipal Corporation
“City Manager”
By: _______________________________
Mayor
_______________________________
Matthew Chidester
ATTEST:

By: _______________________________
City Clerk

APPROVED AS TO FORM
By: _______________________________
City Attorney
Docusign Envelope ID: B92ED1C8-E22A-43EB-B066-09B570755CE8 26273
1 AMENDMENT NO. 1 TO

CITY MANAGER EMPLOYMENT AGREEMENT
between the
City of Half Moon Bay
and
Matthew Chidester
THIS AMENDMENT NO. 1 to the August 20, 2022 City Manager Employment Agreement is made and entered into as of November 7, 2023 by and between the City of Half Moon Bay, a municipal corporation, (“City”) and Matthew Chidester (“City Manager”).

A. The City employs the City Manager pursuant to the terms of the August 20, 2022 City Manager Employment Agreement between the parties (“Agreement”).

B. The City Council, through its labor negotiator, has negotiated with the City Manager to amend the Agreement.

C. The parties now desire to amend the Agreement as described in this Amendment No. 1.

NOW, THEREFORE, in consideration of the covenants contained herein and in the Agreement amended hereby:

1. Section IV.A.1(a) Base Salary is amended as follows:
(a) The annual base salary for the position of City Manager shall be $272,950, as of July 1, 2023. The City Council shall annually consider an increase in base salary to be effective at the beginning of the upcoming fiscal year as part of the annual performance evaluation process described under Section III(D)(1).

2. Section IV.B.1(a)(iii) Administrative Leave is amended to add a new subsection (i) as follows:
i. Supplemental Administrative Leave: An additional, one-time allocation of 117 hours of administrative leave shall be added to the City Manager’s leave bank (“Supplemental Leave”), which must be used by August 19, 2025. Any portion of the
Supplemental Leave that has not been used by August 19, 2025 will be automatically removed from the City Manager’s leave bank.

This Amendment No. 1, together with the provisions of the Agreement that are unaffected by this Amendment No. 1, constitute the entire agreement between the parties.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

DocuSign Envelope ID: BC9CF670-3F71-4F58-88CC-8BC639644495 25974
2 “City”
City of Half Moon Bay
A Municipal Corporation
“City Manager”
By: _______________________________
Mayor
_______________________________
Matthew Chidester
ATTEST:

By: _______________________________
City Clerk

APPROVED AS TO FORM
By: _______________________________
City Attorney
DocuSign Envelope ID: BC9CF670-3F71-4F58-88CC-8BC639644495 26075