Morgan Hill City Council
March 2, 2022

TECHNICAL PROVISIONS

When work is not in progress on a trench or other excavation that required closure of an adjacent lane, the traffic cones or portable delineators used for the lane closure shall be placed off of and adjacent to the edge of the traveled way. The spacing of the cones or delineators shall be not more than the spacing used for the lane closure. Suspended loads or equipment shall not be moved nor positioned over public traffic or pedestrians. b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Public Safety," including furnishing and installing temporary railing (Type K) and temporary crash cushion modules, shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

1.04 DUST CONTROL
a. Description: Dust control shall conform to the provisions in Section 10, “Dust Control”, of the Standard Specifications and these Special Provisions. b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Dust Control" shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

1.05 WATER POLLUTION CONTROL
a. General: Water pollution control work shall conform to the provisions in Section 7-1.01G, "Water Pollution," of the Standard Specifications and these special provisions.

Water pollution control work shall conform to the requirements in the "Storm Water Pollution Prevention Plan (SWPPP) and Water Pollution Control Program (WPCP) Preparation Manual" and the "Construction Site Best Management Practices (BMPs) Manual," and addenda thereto issued up to, and including, the date of advertisement of the project, hereafter referred to respectively as the "Preparation Manual" and the "Construction Site BMP Manual" and collectively as the "Manuals." Copies of the Manuals may be obtained from the Department of Transportation, Material Operations Branch, Publication Distribution Unit, 1900 Royal Oaks Drive, Sacramento, California 95815, Telephone: (916) 445-3520. Copies of the Manuals may also be obtained from the Department's Internet Web Site at:
http://www.dot.ca.gov/hq/construc/stormwater.html.

The Contractor shall know and fully comply with the applicable provisions of the Manuals and Federal, State, and local regulations that govern the Contractor's operations and storm water discharges from both the project site and areas of disturbance outside the project limits during construction.

TECHNICAL PROVISIONS

Under no circumstances, shall concrete wash water, water from saw-cutting operations or any other contaminated water be allowed to enter the storm drain system or other drainage courses.

Unless arrangements for disturbance of areas outside the project limits are made by the City of Morgan Hill and made part of the contract, it is expressly agreed that the City assumes no responsibility whatsoever to the Contractor or property owner with respect to any arrangements made between the Contractor and property owner to allow disturbance of areas outside the project limits.

The Contractor shall be responsible for the costs and for liabilities imposed by law as a result of the Contractor's failure to comply with the requirements set forth in this section "Water Pollution Control" including, but not limited to, compliance with the applicable provisions of the Manuals and Federal, State, and local regulations. For the purposes of this paragraph, costs and liabilities include, but are not limited to, fines, penalties, and damages whether assessed against the State or the Contractor, including those levied under the Federal Clean Water Act and the State Porter Cologne Water Quality Act.

In addition to the remedies authorized by law, an amount of the money due the Contractor under the contract, as determined by the City of Morgan Hill, may be retained by the State of California until disposition has been made of the costs and liabilities.

The retention of money due the Contractor shall be subject to the following:

A. The City give the Contractor 30 days notice of the City's intention to retain funds from partial payments, which may become due to the Contractor prior to acceptance of the contract. Retention of funds from payments made after acceptance of the contract, may be made without prior notice to the Contractor.

B. No retention of additional amounts out of partial payments will be made if the amount to be retained does not exceed the amount being withheld from partial payments pursuant to Section 9-1.06, "Partial Payments," of the Standard Specifications.

C. If the City has retained funds and it is subsequently determined that the State is not subject to the costs and liabilities in connection with the matter for which the retention was made, the City shall be liable for interest on the amount retained at the legal rate of interest for the period of the retention.

Conformance with the provisions in this section "Water Pollution Control" shall not relieve the Contractor from the Contractor's responsibilities as provided in Section 7, "Legal Relations and Responsibilities," of the Standard Specifications.
b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Water Pollution Control" shall be considered as

TECHNICAL PROVISIONS

included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

1.06 DAMAGE REPAIR
a. Description: Attention is directed to Section 7-1.16, “Contractor’s Responsibility for the Work and Materials”, and Section 7-1.11, “Preservation of Property”, of the Standard Specifications and these Special Provisions.

Any damage to existing facilities or properties during the period of the work shall be returned to the original condition.
b. Measurement and Payment: All damage to existing facilities shall be repaired and or replaced at the Contractor’s expense.

1.07 RESPONSIBILITY FOR DAMAGE
a. General: Responsibility for damage shall conform to the provisions in Section 7-1.12, “Responsibility for Damage”, of the Standard Specifications.

1.08 PROGRESS SCHEDULE
a. General: The progress schedule shall be in accordance with Section 8-1.04 of the CSS. Furthermore, on a weekly basis, the schedule shall be updated and submitted to the City Project Manager. This update shall show the progress on salient features, mark the dates of completion and incorporate changes in construction sequencing or in items of construction. b. Format: The construction schedule shall be a CPM format. The schedule shall be submitted in the following formats: Time-scaled Logic Diagram showing the name of the activity, the logical relationships, the duration, and the actual or scheduled start dates in a bar chart format; and an Activity Report showing the name of the activity, the actual and scheduled finish and start dates, the scheduled and actual durations, the logical relationships and other pertinent data. The schedule shall be subject to review, correction and acceptance by the City Project Manager.
c. Periodically Scheduled Meetings: Periodically scheduled meetings will be required, in which the project teams of the Contractor and his agents and the City can meet to discuss the schedule and progress of project. d. Measurement and Payment: Full compensation for conforming to the provisions in this section "Progress Schedule” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

1.09 COORDINATION OF WORK

TECHNICAL PROVISIONS

a. Description: The Contractor shall give specified notifications to the property owners effected by the work. All properties affected by the work shall be notified in writing, 48 hours prior to the interruption. In addition, the Contractor shall attempt to notify the affected occupants or residents, in person, on the same day of the work.

Failure to notify property owners with written notification shall result in stopping the project progress.
b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Coordination of Work” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

1.10 DAILY AND FINAL CLEAN UP
a. Description: The Contractor shall clean up all rubbish and excess materials from the work site on a daily basis, the material storage site, and all ground occupied by Contractor in connection with this work. All tree, roots, wood chips, branches, soil and concrete debris shall be removed from each repair location on a daily basis. The Contractor shall leave all parts of the work in a neat and presentable condition on a daily basis and prior to final inspection of the work by the Project Manager.
b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Daily and Final Clean Up” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

TECHNICAL PROVISIONS

SIDEWALK REPAIR, CURB & GUTTER REMOVAL AND REPLACEMENT

2.01 MOBILIZATION
a. Description: Mobilization shall conform to the provisions in Section 11, "Mobilization”, of the Standard Specifications. Mobilization shall include mobilizing labor and equipment and all necessary incidentals to complete the work at the various addresses listed in the Appendix 1. Underground Service Alert-Northern California (USA) shall be contacted prior to removal of sidewalks, curb and gutters, and trees in order to prevent possible utility damage. b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Mobilization” shall be considered as included in the contract unit prices paid for the various items of work involved and no additional compensation will be allowed therefore.

2.02 SCHEDULING
a. Description: The Contractor shall submit a complete, tentative project schedule at the time of the preconstruction meeting. A minimum of five (5) working days prior to beginning work on any of the streets, the Contractor shall submit to the City Project Manager for approval a detailed written schedule of work listing the dates on which individual streets shall be surfaced. Following approval, the Contractor shall adhere diligently to the approved written schedule in the prosecution of the work.

The contractor shall post No Parking signs on affected streets indicating the date of work at least 48 hours prior to the actual work. As previously noted in Section

1.09-Coordination of Work, the Contractor shall also notify individual residents who will be adversely affected by the work in writing via fliers or door hangers at least 48 hours prior to work. The Contractor shall submit for approval by the City Project Manager a sample of the written notification to be supplied to residents.

This sample shall be submitted at the time of the preconstruction meeting. Any expenses incurred by delays caused by the failure of the Contractor to adhere to the approved schedule or to properly notify residents shall be borne solely by the Contractor.
b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Scheduling” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

2.03 PROJECT APPEARANCE
a. Description: The Contractor shall maintain a neat appearance at the work site in all areas visible to the public. Broken concrete, asphalt concrete, soil, tree branches and roots and other debris developed during construction shall be disposed of concurrently with its removal on a daily basis. Stockpiling of

TECHNICAL PROVISIONS

new materials shall be permitted only with the approval of the City Project Manager and only in approved locations.

The Contractor shall sweep the streets daily within the project area as directed by the City Project Manager for the duration of the project. The Contractor shall not sweep construction materials or other debris onto private properties.

The Contractor shall be responsible for any and all damage to public and private property (including driveways, trees, plants, shrubs, fences, etc...) and shall replace with new material or correct any damaged property to the satisfaction of the City Project Manager.
b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Project Appearance” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

2.04 CONSTRUCTION AREA SIGNS
a. Description: Construction area signs shall be furnished, installed, maintained, and removed when no longer required in conformance with the provisions in Section 12, "Construction Area Traffic Control Devices”, of the Standard Specifications and these special provisions.

Attention is directed to the provisions in "Prequalified and Tested Signing and Delineation Materials" of these special provisions. Type II retro reflective sheeting shall not be used on construction area sign panels.

The Contractor shall notify the appropriate regional notification center for operators of subsurface installations at least 2 working days, but not more than 14 calendar days, prior to commencing excavation for construction area sign posts. The regional notification centers include, but are not limited to, the following:

Notification Center Telephone Number
Underground Service Alert-Northern California
(USA)
1-800-642-2444
1-800-227-2600
Underground Service Alert-Southern California
(USA)
1-800-422-4133
1-800-227-2600
Excavations required to install construction area signs shall be performed by hand methods without the use of power equipment, except that power equipment may be used if it is determined there are no utility facilities in the area of the proposed post holes.

Sign substrates for stationary mounted construction area signs may be fabricated from fiberglass reinforced plastic as specified under "Prequalified and Tested Signing and Delineation Materials" of these special provisions.

TECHNICAL PROVISIONS

The Contractor may be required to cover certain signs during the progress of the work. Signs that are no longer required or that convey inaccurate information to the public shall be immediately covered or removed, or the information shall be corrected. Covers for construction area signs shall be of sufficient size and density to completely block out the complete face of the signs. The retro-reflective face of the covered signs shall not be visible either during the day or at night.

Covers shall be fastened securely so that the signs remain covered during inclement weather. Covers shall be replaced when they no longer cover the signs properly.
b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Construction Area Signs” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

2.05 TRAFFIC & PEDESTRIAN CONTROL
a. Description: The Contractor shall comply with all of the requirements of the current edition of the State of California "Manual of Traffic Controls for Construction and Maintenance and Work Zones" for traffic control, pedestrian control and all construction area signs. Attention is also directed to Sections 7-

1.03, "Public Convenience", and 7-1.04, "Public Safety", of the CSS and these Special Provisions. Nothing in these Special Provisions shall be construed as relieving the Contractor from his responsibility as provided in said Section 7-1.04.

Construction area signs shall be furnished, installed, maintained, and removed when no longer required in accordance with the provisions in Section 12, "Construction Area Traffic Control Devices", of the CSS, the Manual of Traffic Controls and these Special Provisions. Sidewalk closure signs shall be placed at each sidewalk replacement location.

When traffic control is not performed in compliance with the submitted Traffic Control Plan, the project shall be suspended until the Contractor conforms to the approved plan. During the period of suspension, all construction expenses incurred shall be the sole responsibility of the Contractor. b. Measurement and Payment: Full compensation for conforming to the provisions in this section "Traffic Control” shall be considered as included in the contract prices paid for the various items of work involved and no additional compensation will be allowed therefore.

2.06 REMOVE AND REPLACE CONCRETE SIDEWALK
a. Description: This work consists of the removal and replacement of damaged concrete sidewalk and the removal and replacement of concrete curb and gutter. Root removal may be necessary at each location. City Project Manager should be consulted prior to root removal. Exact locations of sidewalk replacement and root removals are to be determined by the City Project

TECHNICAL PROVISIONS

Manager. It is anticipated that at least 4,120 SF of concrete sidewalk will be removed and replaced.

Sidewalk replacement Work includes removal and disposal of existing sidewalk, saw-cutting, root removal, expansion joints if required, score joints, removal/replacement & compaction of base material, formwork, curing compound, and rebar doweling per 2007 City Standard Details, to the dimensions at the locations listed in these special provisions (if the sidewalk is attached to curb and gutter it must be doweled every three (3) feet and if it is attached to a park strip, the contractor will need to dowel on both ends) or as directed by theCity Project Manager and in conformance with Section 73 Concrete Curbs and Sidewalks, Section 15 Existing Highway Facilities of the CSS and the City’s Standard Details for Construction. If truncated domes are needed the City requires 3’ X 4’, gray color, cast-in-place truncated domes. If curb and gutter or driveway approach work is necessary the City Standard for AC plugs is 2’ minimum from edge of gutter pan at a minimum depth/thickness of 6”.

The City’s Standard Details for Construction are attached to these technical specifications.
b. Submittals: Concrete mix design, concrete curing compound, asphalt mix design, and aggregate baserock mix design
c. Order of Work: Contractor shall demo concrete sidewalk or curb & gutter to expose roots. Roots in conflict with the replacement sidewalk shall be hand cut and not torn-out using force or equipment. Work shall be performed by an ISA certified arborist. Roots shall be trimmed approximately 3 inches below the aggregate base. Contractor shall perform demo and replacement of sidewalk and all incidentals at each location within 5 working days, including root removals in coordination with current City Tree Contractor/Arborist. d. Materials: Portland Cement Concrete: Portland cement concrete shall be in conformance with Section 90 "Portland Cement Concrete" of the CSS for Class B Concrete. Curing Compound: shall be in conformance with Section 90 "Portland Cement Concrete" of the CSS. Asphalt Concrete: Asphalt concrete used shall be Type A, 2" medium in accordance with Section 39 of the CSS.

Aggregate base: AB shall be Class 2, 3/4" maximum grading, and shall conform to the provisions in Section 26, "Aggregate Bases”, of the Standard Specifications and these special provisions.
e. Measurement and Payment: The contract unit price paid, as shown in the Bid Schedule, for ”Remove and Replace Concrete Sidewalk” shall include full compensation for performing all of the work listed above, complete in place, including traffic/pedestrian control/signage, and all incidentals as specified in theses Standard Specifications and these Special Provisions, 2007 City Design Standards, and as directed by the City Project Manager.

2.07 TREE REMOVAL
Tree removal will be completed by current City Tree Contractor/Arborist

TECHNICAL PROVISIONS

and coordination of this effort will be discussed at the pre-construction meeting. Trees that are removed after the sidewalk is exposed the tree contractor will also remove the roots. Trees that have been removed prior to the sidewalks being opened up, root removal will be required by the sidewalk contractor.

END

City of Morgan Hill
2022 Sidewalk Project List
Address Sidewalk Ft Total Sidewalk # of Trees Notes
La Crosse / Vineyard 15 75 2 Private Two locations on NE corner 150 Manor Ct 5 25 1
160 Manor Ct 30 150 2 3 locations
16856 B Dewitt Ave 20 100 1 private
16858 B Dewitt Ave 5 25 1 private
16870 B Dewitt Ave 25 125 1 private
610 E Dunne 35 175 4 4 locations
230 E Dunne 45 225 4 3 locations on Dunne side of complex 230 E Dunne 30 150 5 3 locations on Butterfield side of complex 17300 Depot St 5 25 1 By Jontys near statue; color concrete Depot/1st ST 25 125 1 By City parking lot; 3 locations 2 on 1st, 1 Depot 1

City of Morgan Hill
2022 Sidewalk Project List
Address Sidewalk Ft Total Sidewalk # of Trees Notes
17590 Monterey Rd 12 60 1 In front of Wells Fargo; Brick sidewalk E Main 5 25
cold mix there; across from El Toro on E Main 100' E
of Calle Mazatan
17735 Monterey Rd 33 165 Dari Delite; 3 locations (one is 9' planter strip) 17755 Monterey Rd 12 60 1
17715 Monterey 22 110 2 2 locations
17820 Del Monte Ave 46 230 1 3 locations; 2 are the driveway approach 17795 Crest Ave 20 100 1 Includes an ADA Ramp
17785 Crest Ave 5 25 0
17745 Peak Ave 20 100 0 On side of address on Marcia Dr 17760 Elaine Ct 56 280 3
5 locations total (26' of planter strip); side of address on Marcia Dr
858 Claremont Ct 15 75 2 2 locations
2

City of Morgan Hill
2022 Sidewalk Project List
Address Sidewalk Ft Total Sidewalk # of Trees Notes
852 Claremont Ct 10 50 0
830 Claremont Dr 20 100 1 2 locations
550 Claremont Dr 25 125 1 Asphalt there now
621 Serpentine Ct 33 165 2 2 locations
201 Basil Ave 10 50 1 private Ramped too bad to grind; WO 39978 755 Cochrane Rd 15 75 1
715 Cochrane Rd 10 50 1
1460 Malaga Ct 5 25 1
16910 Malaga Dr 10 50 2 locations
16965 Malaga Dr. 10 50 1
16935 Malaga Dr 20 100 1
3

City of Morgan Hill
2022 Sidewalk Project List
Address Sidewalk Ft Total Sidewalk # of Trees Notes
16985 Malaga Dr 10 50 1
16975 Malaga Dr. 5 25 1
1525 Majorca Dr. 50 250 Mulitple Locations
1570 Majorca Dr 5 25 1
16675 Fountan Ave 25 125 1
E Dunne @ Saddleback 10 50 2 NE corner 2 locations
E Dunne @ Saddleback 30 150 1 SE Corner
1610 Orchard Ct 15 75 1 Ramped; side of address on Jasmine Way W 5th St 20 100 2 Near bridge; asphalt
4120 48.0
4

5 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

James Sylvain, Deputy Director Utility Services
Inga Alonzo, Management Analyst
APPROVED BY: City Manager

AWARD AGREEMENT FOR COMPLETION OF THE SEWER PIPE

INSPECTION AND CONDITION ASSESSMENT

RECOMMENDATION(S)
Approve and authorize the City Manager to execute an agreement with Water Works Engineers, LLC. in the amount of $679,852 inclusive of a 10% contingency to complete the sewer pipeline inspection and condition assessment project.

Estimated Time:

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space and Agricultural Land Maintaining Infrastructure
2020-2021 Strategic Priorities
Fiscal Sustainability
Guiding Documents
Wastewater System Master Plan
REPORT NARRATIVE:

The goal of the Sewer Pipeline Inspection and Condition Assessment (Project) that was awarded by the Council to National Plant Services for $1,174,685 in September 2020 was to provide the data needed for significant future repairs to the City’s wastewater system. The project scope in the signed agreement with National Plant was to clean, inspect, and provide condition ratings for approximately 306,626 linear feet of pipe and 1,853 sewer manholes. The inspections and condition assessments would follow the National Association of Sewer Service Companies (NASSCO), Pipe and Manhole Assessment and Certification Programs (PACP and MACP). The Project supports the planning for the repair and the replacement of aging and damaged sewer lines across the City. Ultimately, the repairs and replacement of the pipelines will reduce infiltration and help to prevent sanitary sewer overflows throughout the system.

5 A few months into the project, the consultant informed the City of an inability to provide the service at the approved contract price and ultimately provided notice they were terminating the agreement for service. Following the cancellation, staff contacted the next lowest consultant from the original solicitation, Water Works Engineers, to see if they were willing to keep the pricing in their original submittal. Although costs in labor and equipment have roughly seen a 10% increase since Water Works first bid the project, they have agreed to keep their original pricing on the remaining work with only a 5% increase per linear foot.

This agreement with Water Works Engineers will allow the City to complete the remaining work with a savings of about $200,000 lower than the original agreement with National Plant Services as some works were completed by City staff. Staff recommends awarding this agreement to Water Works Engineers.

COMMUNITY ENGAGEMENT:

Since maintenance of the City’s wastewater system is a regular and expected City service, no efforts were made to inform the community about this proposed project.

ALTERNATIVE ACTIONS:

The Council could direct staff to reissue an RFP to complete the work, but this is unlikely to produce a lower cost and is very likely to increase the cost of service given recent market trends.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council adopted the current Capital Improvement Program (CIP) Budget including funding for this project on June 17, 2020. Council approved an agreement with National Plant in the amount of $1,174,685 on September 23, 2020.

FISCAL AND RESOURCE IMPACT:

The Sewer Pipeline Inspection and Condition Assessment Project is a component of CIP Project Sewer System Repair and Replacements (No. 302018) funded through the Sewer CIP Fund 643. There is available funding within this project for this specific purpose.

CEQA (California Environmental Quality Act):

Categorical Exemption
The planned maintenance and management of city facilities falls within the CEQA categorical exemption of Class 1, Existing Facilities.

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CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
Water Works Engineers, LLC
THIS AGREEMENT is entered into and becomes effective on _______________ (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Water Works Engineers, LLC a California limited liability company ("CONSULTANT") hereinafter referred to collectively as “Parties.” In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

1. City Authority. This Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on _____________, ____, 20___.

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until June 30, 2023 at which time CONSULTANT’S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum period of one year. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSULTANT shall be sewer pipe inspection and condition assessment as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $679,852.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Six Hundred Seventy-Nine Thousand Eight Hundred Fifty-Two dollars and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement for up to one year pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

4.2. Billing. CONSULTANT shall provide CITY with an invoice containing the dated, detailed, and itemized descriptions of all services performed and expenses incurred (if such expenses are reimbursable pursuant to Exhibit B) by CONSULTANT on a monthly basis unless otherwise specified in Exhibit B. All invoices shall be sent to the CITY addressed to the department head or project manager identified below in Section 13 Notices. Any rate charged shall be prorated where services are interrupted or not provided for any rate period (for example, any monthly rate charge should be prorated when services were interrupted or provided for only part of the month). For services billed on an hourly rate, the minimum unit of billed time shall not exceed one tenth of one hour. CITY shall pay for services and expenses (if so provided in Exhibit B) up to the limit of compensation set forth above, that in the CITY’S judgment were necessary and reasonable. Services for work performed and expenses incurred in excess of the total compensation set forth in paragraph 4.1 above shall be at no cost to CITY.

5. Termination. CITY or CONSULTANT shall have the right to terminate this Agreement, without cause, by giving thirty (30) days' written notice or less under urgent circumstances. Upon such termination, CONSULTANT shall submit to CITY an itemized statement of services performed for which

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compensation has not been paid. CITY may require CONSULTANT to complete certain work product or documents and CONSULTANT shall deliver to CITY all documents in its possession without additional compensation to CONSULTANT. The City Manager of CITY is authorized to terminate this Agreement, in whole or in part, on behalf of CITY.

5.1. Non-Appropriations. Notwithstanding anything contained in this Agreement to the contrary, if insufficient funds are appropriated, or funds are otherwise unavailable in the budget for CITY for any reason whatsoever in any fiscal year, for payments due under this Agreement, CITY will immediately notify CONSULTANT of such occurrence, and this Agreement shall terminate after the last day during the fiscal year for which appropriations shall have been budgeted for CITY or are otherwise available for payments.

6. Performance of Work. CONSULTANT represents that it is qualified by virtue of experience, training, education, and expertise to accomplish these services. Services shall be performed by CONSULTANT in accordance with professional practices in a manner consistent with a level of care, competence and skill exercised by qualified members of the CONSULTANT’S profession. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. CONSULTANT shall perform all work and services under this Agreement in conformance with the time schedule set forth on Exhibit C, "Schedule of Performance," attached hereto and incorporated herein by this reference. CITY'S City Manager is authorized on behalf of CITY to modify the timeframes set forth on the Schedule of Performance within the term of this Agreement. If CONSULTANT desires to leave or store any of CONSULTANT’S equipment at a CITY site while CONSULTANT is performing work or service pursuant to this Agreement, CONSULTANT will first obtain the consent of CITY'S City Manager, or his/her delegate, to do so, and any such storage shall occur only in the manner and location allowed by such CITY official and entirely at CONSULTANT’S sole risk.

7. Insurance Requirements. CONSULTANT shall procure and provide proof of the insurance coverage required by this section in the form of certificates and endorsements. The required insurance must cover the activities of CONSULTANT, including its subcontractors, employees, and agents, relating to, or arising from, the performance of any work or service under this Agreement, and must remain in full force and effect at all times during the period covered by this Agreement. The coverages may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or “umbrella” policies, provided each such policy complies with the requirements set forth herein. Any deductibles or self-insured retentions must be declared to and approved by City. CONSULTANT further understands that the CITY reserves the right to modify the insurance requirements set forth herein, with thirty (30) days’ notice provided to CONSULTANT, at any time as deemed necessary to protect the interests of the CITY.

7.1. Insurance Types and Amounts.

7.1.1. Commercial General Liability (CGL). CONSULTANT shall maintain CGL against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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7.1.2. Automobile Liability. CONSULTANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSULTANT does not own automobiles, then CONSULTANT shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.3. Workers’ Compensation Insurance and Employer’s Liability. CONSULTANT shall maintain Workers Compensation coverage, as required by law, in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater. If CONSULTANT is selfinsured, CONSULTANT shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.

7.1.4. Pollution (Environmental) Liability. If the performance of CONSULTANT’S work or service under this Agreement involves hazardous materials, contaminated soil disposal, and/or a risk of accidental release of fuel oil, chemicals or other toxic gases or hazardous materials, CONSULTANT shall procure and maintain Pollution Liability covering the CONSULTANT’S liability for bodily injury, property damage and environmental damage resulting from pollution and related cleanup costs arising out of the work or services to be performed under this Agreement.

Coverage shall be provided for both work performed on site, as well as during the transport of hazardous materials. Such coverage shall be in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.5. Professional Liability.

7.1.5.1. If the performance of CONSULTANT’S work or service under this Agreement involves professional and/or technical services (examples include, but are not limited to, architects, engineers, land surveyors, and appraisers), CONSULTANT shall procure and maintain either a claims made or occurrence Errors and Omission liability insurance in the minimum amount of: (i) one million dollars ($1,000,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater. Further, if CONSULTANT maintains a claims-made policy, CONSULTANT shall provide written evidence of such insurance to the CITY for at least five (5) years after the completion of work performed under this Agreement.

7.1.5.2. If the performance of CONSULTANT’S work or service under this Agreement relates to Information Technology or related services (examples include, but are not limited to computer programmers, software designers,

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hardware engineers, or other systems consultants), CONSULTANT shall procure and maintain a claims made Errors and Omission liability insurance, including Cyber Liability and Data Breach, in the minimum amount of: (i) one million dollars ($1,000,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.6. Sexual Abuse/Molestation Liability (SML): If the performance of CONSULTANT’S work or service under this Agreement involves contact with minors, CONSULTANT shall procure and maintain Sexual Abuse and Molestation insurance in the minimum amount of: (i) two hundred thousand dollars ($200,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.2. Endorsements. CONSULTANT shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:

7.2.1. General Liability and pollution liability (when pollution liability applies).

7.2.1.1. The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers are named as additional insureds;

7.2.1.2. The insurer waives the right of subrogation against the City of Morgan Hill and the CITY’S elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers; and

7.2.1.3. Insurance shall be primary non-contributing.

7.2.2. Workers Compensation.

If the performance of CONSULTANT’S work or service under this Agreement involves access to or activity on any property or premises owned or occupied by the CITY, including, but not limited to, CONSULTANT’S presence during site visits and meetings, then insurer waives the right of subrogation against the City of Morgan Hill and the CITY’S elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers.

7.3. Qualification of Insurers. All insurance required pursuant to this Agreement must be issued by a company licensed and admitted, or otherwise legally authorized to carry out insurance business in the State of California, and each insurer must have a current A.M.

Best's financial strength rating of “A” or better and a financial size rating of “VII” or better.

7.4. Certificates. CONSULTANT shall furnish CITY of Morgan Hill with copies of all certificates as outlined herein, whether new or modified, promptly upon receipt. In the event of a claim or legal action, CONSULTANT shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein. No policy subject to the CONSULTANT’S agreement with the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY. A "material change" is a change that results in noncompliance with any insurance requirements in this section 7. Certificates, including

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renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

City of Morgan Hill
Attn: Risk Management
17575 Peak Avenue
Morgan Hill, CA 95037

8. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable for any default or liability under this Agreement.

9. Compliance with Law.

9.1. CONSULTANT and its officers, employees, agents, and subcontractors shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in carrying out their obligations under this Agreement. CONSULTANT and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

9.2. Compliance with Wage and Hour Laws: Consultant, and any subcontractor it employs to complete work under this Agreement, shall comply with all applicable federal, state, and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act and the California Labor Code.

Final Judgments, Decisions, and Orders: For purposes of this Section, a “final judgment, decision, or order” refers to one for which all appeals have been exhausted or the time to appeal has expired. Relevant investigatory government agencies include: the federal Department of Labor, the California Division of Labor Standards Enforcement, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

Prior Judgments against CONSULTANT and/or its Subcontractors: BY SIGNING THIS

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY FINDING – IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT – THAT CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE MANNER IN WHICH IT WILL SATISFY – ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.

Judgments or Decisions During Term of Contract: If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that CONSULTANT or an subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or CONSULTANT learns of such a judgment, decision, or order that was not previously disclosed, CONSULTANT

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shall inform the City Attorney, no more than fifteen (15) days after the judgment, decision or order becomes final or of learning of the final judgment, decision, or order.

CONSULTANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide the City Attorney with documentary evidence of compliance with the final judgment, decision, or order within five (5) days of satisfying the final judgment, decision, or order. The City reserves the right to require CONSULTANT to enter into an agreement with the City regarding the manner in which any such final judgment, decision, or order will be satisfied.

City’s Right to Withhold Payment: Where CONSULTANT or any subcontractor it employs to perform work under this Agreement has been found in violation of any applicable wage and hour law by a final judgment, decision or order of a court or government agency, the City reserves the right to withhold payment to CONSULTANT until such judgment, decision or order has been satisfied in full.

Material Breach: Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.

Notice to City Related to Wage Theft Prevention: Notice provided to the City Attorney as required under this Section shall be addressed to: City Attorney, City of Morgan Hill, 17575 Peak Avenue, Morgan Hill, CA 95037. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

10. Independent Contractor. CONSULTANT is an independent contractor and not an agent or employee of CITY.

11. Confidentiality. All data, documents, or other information received by CONSULTANT from CITY or prepared in connection with CONSULTANT’S services under this Agreement are deemed confidential and shall not be disclosed to any third party by CONSULTANT without prior written consent by CITY.

12. Conflict of Interest and Reporting. CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement.

13. Notices. All notices shall be personally delivered or mailed, via first class mail to the below listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery.

Address of CONSULTANT is as follows:

Water Works Engineers, LLC
1730 E. El Camino Real, Suite 280
San Mateo, CA 94402
Address of CITY is as follows:

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Utilities Division
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
with a copy to:

City Clerk
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037

14. Licenses, Permits and Fees. CONSULTANT shall obtain a City of Morgan Hill Business License, all permits and licenses to the extent required by ordinances, codes, and regulations of the federal, state, and local government.

15. Consultant's Proposal. If applicable, this Agreement shall include CONSULTANT'S proposal or bid which is incorporated herein. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.

16. Maintenance of Records.

16.1. Maintenance. CONSULTANT shall prepare, maintain, and preserve all reports and records that may be required by federal, state, and CITY rules and ordinances related to services provided under this Agreement. CONSULTANT shall maintain records for a period of at least 3 years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the 3-year period, then CONSULTANT shall retain said records until such action is resolved.

16.2. Access to and Audit of Records. The CITY shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONSULTANT and its subcontractors related to services under this Agreement. Pursuant to Government Code Section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the Parties to this Agreement may be subject, at the request of the CITY or as part of any audit of the CITY, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

16.3. Ownership of Work Product. All documents or other information developed or received by CONSULTANT for work performed under this Agreement shall be the property of CITY. CONSULTANT shall provide CITY with copies of these items upon demand or upon termination of this Agreement.

17. Familiarity with Work. By executing this Agreement, CONSULTANT represents that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the difficulties and restrictions of the work under this Agreement.

Should CONSULTANT discover any conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY and shall not proceed, except at CONSULTANT'S risk, until written instructions are received from CITY.

18. Time of Essence. Time is of the essence in the performance of this Agreement.

19. No Assignment. Neither this Agreement nor any portion shall be assigned by CONSULTANT, without prior written consent of CITY. Any attempted assignment not first approved by CITY shall be void and, at CITY'S option, shall terminate this Agreement effective as of the date of such attempted assignment.

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20. Attorney Fees. In any legal action, dispute or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorney fees, costs and expenses incurred.

21. Defense and Indemnification.

21.1. Defense and Indemnification for Design Professional Services. Consistent with California Civil Code Section 2782.8, for design professional services to be performed under this agreement by a design professional, as that term is defined under said Section 2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless CITY, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers (“INDEMNITEES”) from and against any and all claims, liabilities, expenses, liens, or damages of any nature, including liability for bodily injury, property damage or personal injury, and including reasonable attorneys' fees and expenses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, and/or its agents, officers, employees, subcontractors, or independent contractors in performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement (“CLAIM”) to the extent of CONSULTANT’S proportionate percentage of fault.

21.2. Defense and Indemnification for Non-Design Professional Services. For all services performed under this agreement not covered by Section 21.1 above, CONSULTANT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless CITY, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers (“INDEMNITEES”) from and against any and all claims, liabilities, expenses, liens, or damages of any nature, including liability for bodily injury, property damage or personal injury, and including reasonable attorneys' fees and expenses, that arise out of, pertain to, or relate to the performance of this Agreement or the failure to comply with any obligations contained in this Agreement by CONSULTANT, and/or its agents, officers, employees, subcontractors, or independent contractors (“CLAIM”).

21.3. Exceptions. CONSULTANT is not required to indemnify INDEMNITEES against liability for bodily injury, property damage or personal injury, or any other loss, damage or expense arising from the sole negligence, active negligence, or willful misconduct of the CITY.

21.4. Not limited by insurance. The indemnity, defense and hold harmless provisions of this Agreement apply to all CLAIMS alleged against an INDEMNITEE, regardless of whether any insurance policies are applicable. Policy limits do not act as a limitation upon the amount of indemnification or defense to be provided by CONSULTANT.

21.5. Right to Offset. CITY shall have the right to offset against any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’S failure to pay CITY promptly any indemnification arising under this Section (21) and any amount due CITY from CONSULTANT arising from CONSULTANT’S failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.

21.6. Interpretation. This Section shall constitute an agreement or contract of indemnity, incorporating the interpretations under California Civil Code Section 2778. It is expressly understood and agreed that the obligation of the CONSULTANT to indemnify the

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INDEMNITEE shall be as broad and inclusive as permitted by the laws of the State of California and shall survive termination of this Agreement.

22. Entire Agreement; Modification; Conflicting Provisions. This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreements, oral or written. This Agreement may be modified, or provisions waived, only by a subsequent mutual written agreement executed by CITY and CONSULTANT. If the provisions contained in the main body of this Agreement conflict with any provision contained in an exhibit to this Agreement, the provisions of the main body of this Agreement shall govern and control over any provision contained in an exhibit to this Agreement.

23. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California. This Agreement was entered into and is to be performed in the County of Santa Clara. Any action or dispute arising out of this Agreement shall only be brought in Santa Clara County.

24. Interpretation. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties including, but not limited to, California Civil Code § 1654, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.

25. Preservation of Agreement. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

26. Binding Agreement. Notwithstanding the provisions of Section 19 above, this Agreement shall bind any and all successors in interest, legal representatives and/or other permitted assignees or transferees of CONSULTANT in the same manner as if those successors in interest, legal representatives or other permitted assignees or transferees had entered into this Agreement originally.

27. □ Data Sharing. This Agreement requires access by CONSULTANT to CITY’S Geographic Information System (GIS) DATA for CONSULTANT to perform the work. CITY agrees to provide the GIS DATA to CONSULTANT solely for the purpose of performance of contracted work with the CITY upon the terms and conditions specified in Exhibit D, incorporated herein by this reference. [Signatures on Next Page]

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28. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

IN WITNESS THEREOF, these Parties have executed this Agreement on the day and year shown below.

AS SET FORTH IN CA. CORP. CODE § 313, TWO SIGNATURES ARE REQUIRED FOR CALIFORNIA CORPORATIONS:
(1) CHAIRPERSON OF THE BOARD, PRESIDENT, OR VICE PRESIDENT; AND (2) SECRETARY, ASSISTANT SECRETARY, CHIEF FINANCIAL OFFICER OR ASSISTANT TREASURER.

ATTEST: CITY OF MORGAN HILL
City Clerk/Deputy City Clerk City Manager
Michelle Bigelow Christina J. Turner
Print Name Print Name
Date: Date:

APPROVED AS TO FORM: Water Works Engineers, LLC
City Attorney By:

Donald A. Larkin
Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date:

By:

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx Michael J. Fisher, Managing Member 2/10/2022

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EXHIBIT A

SCOPE OF SERVICES
PART 1 – GENERAL

1.1 SUMMARY
The City has a need to clean, inspect, and provide condition ratings for approximately 11,326 linear feet of sewer pipe and 1065 sewer manholes. The inspections and condition assessments shall be in compliance with the National Association of Sewer Service Companies' (NASSCO) Pipe and Manhole Assessment and Certification Programs (PACP and MACP). The Consultant/Contractors shall provide services consistent with the PACP and MACP methodologies for all pipe and manholes noted herein.

This section describes the requirements for equipment, labor, and materials used for the project.

The City requires the use of NASSCO’s PACP, and MACP version 7.0 or later methodologies and that information be collected and stored using the POSM inspection software program.

The City will consider alternative inspection techniques such as acoustic or electromagnetic methods in situations where CCTV may not be feasible. The Consultant/Contractors may use alternate inspection techniques in addition to CCTV but not as a substitute for CCTV.

1.2 SUBMITTALS
A. Submit a written description of procedures to be used to the City, including product literature for all digital video equipment including, but not limited to cabling, camera, monitor, footage counter, digital video titling device, and recorder.

B. Submit digital photographs and digital videos for each coded observation and of all lines to the City as per paragraph 3.4 of this specification. All deliverables shall be in POSM database format consistent with PACP and MACP version 7.0 or later. Databases shall be submitted in an unlocked Microsoft Access Database in accordance with PACP and MACP guidelines. All digital submittals shall be on a memory stick or portable hard drive.

C. Submit a location map outlining facilities inspected and clearly indicate street names, addresses (if needed), manhole numbers, Pipe Segment Reference numbers (Facility ID’s), & length surveyed.

D. Submit all POSM condition log databases to the City. Logs shall record defects according to NASSCO’s PACP and MACP version 7 or higher. All digital submittals shall be on a memory stick or portable hard drive.

E. The Contractor shall prepare Traffic control plans (TCPs) covering the range of traffic control situations that may be encountered during the project. TCP’s shall be approved by the City Engineering Division prior to the start of work in City Right of Ways.

F. Consultant’s project-specific safety plan. Consultant is solely responsible for the safety of workers and the public. Must be provided prior to the start of any field work.

G. Emergency Response Plan in the event of Sanitary Sewer Overflows (SSOs). Provide prior to the start of any field work.

H. Bypass pumping may be needed during the project. The Consultant/Contractor shall prepare and submit bypass pumping plan(s) to the City for approval.

1.3 QUALITY ASSURANCE

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I. Comply with all codes, laws, ordinances, and regulations of governmental authorities having jurisdiction over this part of the work.

J. The Consultant/Contractor shall comply with the latest revision of the California Occupational Safety and Health requirements.

K. The Consultant/Contractor shall comply with California Water Quality Regional Board requirements.

L. All main line inspections shall be performed in accordance with the National Association of Sewer Service Companies’ (NASSCO) Pipeline Assessment and Certification Program (PACP) version 7.0 format or later. Inspections conducted or submitted in other formats that do not meet all the requirements of this specification are subject to being rejected. Any survey that is rejected must be re-televised to meet the guidelines for CCTV Inspections.

M. All manhole inspections shall be performed in accordance with the National Association of Sewer Service Companies’ (NASSCO) Manhole Assessment and Certification Program (MACP) version 7.0 format or later. All Manhole inspections shall be MACP level 1. Inspections conducted or submitted in other formats that do not meet all the requirements of this specification are subject to being rejected. Any survey that is rejected must be re-inspected to meet the guidelines for CCTV Inspections.

N. All surveyors and/or operators must have a valid PACP certification from the National Association of Sewer Service Companies prior to assessing and televising sewer mains within the City sewer system.

O. All surveyors and/or operators must have a valid MACP certification from the National Association of Sewer Service Companies prior to assessing manholes within the City sewer system.

P. Each CCTV survey is to be a full PACP survey, continuous from a starting manhole or access point to a finishing manhole, access point, or utility feature where possible. Any line that is not televised from a starting manhole, access point, or utility feature to a finishing manhole, access point, or ending utility feature will be considered as a partial or incomplete survey and will be rejected unless specified to do so otherwise or if the camera cannot not pass through the entire line due to an obstacle or other defect.

Q. Each CCTV inspection shall be performed one line segment at a time in accordance with NASSCO guidelines. A line segment is defined as the sewer main or lateral assembly from a manhole, cleanout, special chamber, or utility feature to the next in-line manhole, sewer main, special chamber, or utility feature. Any CCTV survey that contains multiple line segments within a single PACP inspection and/or video file will be rejected.

R. Each manhole inspection shall be performed one manhole at a time in accordance with NASSCO guidelines. Any MACP inspection that contains multiple manholes within a single inspection will be rejected.

S. All media, videos, and images are to be televised and recorded in color and shall correctly reflect the true colors within the pipe and on the video display. Videos and inspection stills televised or submitted in black and white will be rejected.

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T. All media, videos, and images shall provide a clear, accurate, undistorted, and in-focus picture of the entire periphery of the pipeline for all conditions encountered. Every possible means shall be taken to ensure total viewability of the inside periphery of the pipeline.

U. All digital video files shall be continuous with no evidence of missed footages or “blinkouts”. Proof that the entire pipeline segment was traversed and inspected shall be obvious on the final video recording.

V. All post construction CCTV surveys and assessments are to be conducted after, and only after, all major construction has been completed and the line segment or manhole has passed all required post construction testing. Any line segment or manhole that has been televised or assessed prior to the full completion or testing of any newly constructed or rehabilitated sewer appurtenance will be rejected.

W. DO NOT PROVIDE VOICEOVER PIPE DEFECTS. Voiceover to be used to document operational issues only, equipment issues, or other pertinent information to describe an interruption in image.

1.4 STANDARD ABBREVIATIONS
AMH Access Manhole
CCTV Closed Circuit Televising
ANSI American National Standards Institute
MACP Manhole Assessment and Certification Program
MGO Manhole General Observation
NASSCO National Association of Sewer Service Companies
PACP Pipeline Assessment and Certification Program
RPZ Reduced Pressure Principle Backflow Prevention Assembly

1.5 COORDINATION
Whenever the Consultant/Contractor desires to use a hydrant for water supply, the Consultant/Contractor shall obtain the permission of the City. All costs associated with the use of water supplied from hydrants shall not be paid for separately but shall be deemed to be included in the bid. Operation of hydrant shall be in accordance with the City Water Utility. Use of an RPB device and/or air gap is required.

The Consultant/Contractor shall prepare, submit TCP’s and obtain the necessary the permits to work in public right-of-way. The project is located entirely in the City of Morgan Hill consequently the Consultant/Contractor shall coordinate the City Engineering Division for TCP approval and ROW permits.

The Consultant/Contractor shall comply with the Emergency Spill Response Plan requirements detailed the City’s 2018 Sanitary Sewer Management Plan which can be found here:

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https://www.morgan-hill.ca.gov/DocumentCenter/View/22618 PART 2 - PRODUCTS

2.1 DIGITAL VIDEO SYSTEM & EQUIPMENT
A. CAMERA
1) The television camera used for the inspection shall be one specifically designed and constructed for such inspection. The camera shall be operative in 100 percent humidity conditions.

The camera, television monitor, and other components of the digital video system shall be capable of producing picture quality to the satisfaction of the City. 2) The camera unit shall be a color pan and tilt unit with autofocusing and zoom features. The television camera shall have a resolution of 480 lines minimum and shall have a source of illumination attached to it. All CCTV equipment must have the capabilities to televise inspections in color & in full detail. With the monitor adjusted for correct saturation, the six colors plus black and white shall be clearly resolved with the primary and complementary colors in order of decreasing luminance. The gray scale shall appear in contrasting shades of gray with no tint. In order to ensure color constancy, no variation in illumination shall take place while the camera or transporter is in motion. The televised image shall be displayed on a monitor, located in an enclosed space in the television inspection vehicle.
3) CCTV Focus/Iris/Illumination: The adjustment of focus and iris shall allow optimum picture quality to be achieved and shall be remotely operated. The adjustment of focus and iris shall provide a minimum focal range from 6 inches in front of the camera’s lens to infinity. The distance along the sewer in focus from the initial point of observation shall be a minimum of twice the vertical height of the sewer. The illumination must allow an even distribution of the light around the sewer perimeter without the loss of contrast or flare out of picture shadowing. 4) The camera shall be self-propelled or mounted on skids and drawn through the sewer by winches for pipelines with an equivalent diameter from 6 to 36 inches. The use of winches and skids shall be approved by the City prior to CCTV inspection services. The inspecting equipment shall be capable of inspecting a length of sewer up to at least 1,000 feet when entry into the sewer may be obtained at each end and up to 750 feet where a self- propelled unit is used, where entry is possible at one end only. The Consultant/Contractor shall maintain this equipment in full working order.

B. Where the CCTV camera or transporter is towed by winch and bond through the sewer, all winches shall be stable with either lockable or ratcheted drums. All bonds shall be steel or of an equally non-elastic material to ensure the smooth and steady progress of the CCTV camera and/or Sonar equipment. All winches shall be inherently stable under loaded conditions.

C. Each inspection unit shall contain a means of transporting the CCTV camera equipment in a stable condition through the sewer under inspection. Such equipment shall ensure the maintained location of the CCTV camera on or near to the central axis of a circular shaped sewer when required in the prime position.

D. Software: CCTV collection software shall be POSM which is compatible with PACP, MACP, and version 7.0 certified or better. All inspection data shall be stored in POSM software database(s) and shall be compatible and transferable to existing City POSM databases.

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E. Recordings of all sewer line inspections shall be transferred to a memory stick or portable hard drive. The audio portion of the composite digital video shall be sufficiently free from electrical interference and background noise to provide complete intelligibility of the oral report.

F. Footage Counter Device: Measurement for location of defects during the inspection shall be aboveground by means of a footage counter device. Marking on the cable, or the like, which would require interpolation for depth of manhole, will not be allowed. Accuracy of the distance meter shall be checked by use of a walking meter, roll-a-tape, or other suitable device. The footage counter device shall be accurate to plus or minus 2 feet in 1,000 feet and be subject to approval by the City.

G. Digital video equipment shall include genlocking capabilities to the extent that computer generated data (i.e., footage, date, size, address and location, etc.) as determined by the City can be overlaid onto digital video, and both indicated on the television monitor and permanently recorded on the digital inspection.

PART 3 - EXECUTION

3.1 SEWER LINE CLEANING
All line segments and manholes shall be clean or be cleaned to the point that the entire pipe or manhole is visible unless if specified otherwise. Very light deposits may, in the opinion of City, be acceptable. However, any deposits that obscure a joint, obscure a potential defect. or result in any “holding of flow” shall not be acceptable. Inspections of any pipe sections that are, in the opinion of the City, not properly cleaned shall be re-cleaned and re-televised at no additional cost to the Sewer Utility. The inspection shall be conducted within 36 hours after being cleaned. Under no circumstances shall cleaning or flow control jetting be conducted simultaneously with a CCTV inspection.

The designated sewer sections shall be cleaned using high-velocity jet equipment. The equipment shall be capable of removing dirt, grease, rocks, sand, and other materials and obstructions from the sewer lines and manholes. If cleaning of an entire section cannot be successfully performed from one manhole, the equipment shall be set up on the other manhole and cleaning again attempted. If, again, successful cleaning cannot be performed or the equipment fails to traverse the entire section, it will be assumed that a major blockage exists and the cleaning effort shall be abandoned.

During sewer cleaning operations, satisfactory precautions shall be taken in the use of cleaning equipment to ensure the water pressure created does not damage or cause flooding of property or buildings being served by the sewer.

Roots shall be removed in the sections where root intrusion is a problem. Special attention should be used during the cleaning operation to assure almost complete removal of roots from the joints.

Roots which could prevent installation of a pipe liner shall be removed. Procedures may include the use of mechanical equipment such as rodding machines, bucket machines, and winches using root cutters and porcupines, and equipment such as high-velocity jet cleaners.

Sludge, dirt, sand, rocks, grease, and other solid or semisolid material resulting from the cleaning operation shall be captured and removed at the downstream manhole of the section being cleaned, loaded in a suitable container, transported to the South County Regional Wastewater Treatment Facility in Gilroy and disposed of at that facility in accordance with all requirements and charges.

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Water used to clean the sewer lines shall be discharged into the sanitary sewer downstream of the cleaning operation. Under no circumstances shall the contractor discharge water used to clean sewer lines onto the ground or into streams.

Acceptance of sewer line cleaning shall be made upon the successful completion of the television inspection and shall be to the satisfaction of the City. If television inspection shows the cleaning to be unsatisfactory, the contractor shall be required to re-clean and re-inspect the sewer line until the cleaning is shown to be satisfactory.

The contractor must have the means to access all manholes and lines that are to be surveyed.

Additional equipment may be required to access off-road sewer lines or for manholes which require a tripod and harness for entry.

The Consultant/Contractor must have the means to access all manholes and lines that are to be surveyed. Additional equipment may be required to access off-road sewer lines or for manholes which require a tripod and harness for entry.

3.2 TELEVISION INSPECTION OF SEWER LINE & PROVISIONS
A. Operation of the television inspection equipment shall be controlled from above ground, with a skilled technician at the control panel in the television inspection van controlling the movement of the television camera. The technician shall have the capability to: adjust the brilliance of the built-in lighting system; change the focus of the television camera by remote control; control the pan, tilt, and zoom features of the camera; control the forward and reverse motion of the camera; and determine the camera's position, at any time.

B. Each digitally encoded inspection video shall begin with the camera facing towards the bottom of the manhole and oriented so that the outgoing sewer connection is at the 6 o’clock position. This position shall be held during video recording for a minimum of five (5) seconds then followed by the operator panning then tilting the surrounding above ground area of the entrance manhole prior to lowering the camera to the bottom of the manhole. The CCTV video shall include the view of the camera as it is placed within the manhole, the size measurement of the pipe that is to be inspected, and clearly show which pipe the CCTV camera is inserted. Any notable defects present within the manhole are to be coded as General Observations (MGO’s) and to be catalogued only after the initial access point and water level observations have been coded.

C. When the Consultant/Contractor elects to “pull through” a manhole during a CCTV and/or Sonar Inspection, a new inspection will be started at the manhole “pulled through”, and the footage re-set to zero (0.0) at the manhole wall where the pipe exits/enters the manhole. The video shall begin with the camera being centered within the “pull through” manhole looking down the line segment to be televised. The Consultant/Contractor shall begin the inspection by cataloguing the initial PACP access and water level codes followed by slowly panning then tilting the camera around the manhole for no less than 5 seconds. The Consultant/Contractor shall also be required to visually capture and catalogue the field measurement of the pipe size at any “pulled through” manhole location.

D. If during an inspection an unmapped manhole is found, follow PACP procedures and code the manhole and close out the inspection. In the corresponding manhole field of the header page, call out and label the unmapped manhole with the Facility ID of the next concurrent downstream manhole with a suffix of “-A” at the end of the field. When proceeding on, start a new inspection

17 Updated March 2021
from the said unmapped manhole and note the “Pipe Segment Reference” field in this inspection as “Gm. -” if sanitary sewer or “SWC. -” for storm sewer to indicate that this is different line segment than the one previously televised as this segment will require a new and unique “Facility Id”. Should multiple concurrent manholes be encountered during an inspection, the surveyor shall continue the naming convention of applying the next available letter to the end of the corresponding manhole field.

E. If the camera lens becomes covered with sewage, grease, deposits etc. resulting in poor picture quality then the inspection shall be suspended and the camera shall be removed and cleaned. The inspection can then be resumed at the last clear camera location.

F. If the camera fails to pass through the entire pipe section due to the pipeline being inadequately or insufficiently cleaned, this section must be re-cleaned having all the debris removed from the system and the entire length re-televised per this specification.

G. If, and only if, during a normal flow CCTV survey the televising camera cannot pass through the entire pipe section due to a defect, anomaly, or obstruction in the pipe, the Consultant/Contractor shall attempt a reverse setup so that the inspection can be performed from the opposite manhole, wet well, or access point.

H. When a reverse or second inspection is required to complete the inspection of a sewer, the PACP database field "Reverse_Setup" shall be populated with corresponding inspection number.

The "Reverse_Setup" field shall be null for all inspections that are not reverse or follow-up inspections.

I. At the start of each sewer length being surveyed or inspected and each reverse setup, the length of pipeline from zero footage (middle of the man) up to the cable calibration point shall be recorded and reported in order to obtain a full record of the sewer length. If the start manhole wall measures something other than 48” in diameter then this shall be noted in the ‘Additional Comments’ field of the survey.

J. The Consultant/Contractor shall adjust the camera height as necessary to ensure that the camera is centered in the pipeline at the beginning of the inspection. A position tolerance of ± 10% of the vertical sewer pipeline diameter dimension will be allowed (i.e. for an 8-inch diameter pipeline the camera shall be centered within +/- 0.8 inches of the center of the pipeline). Inspections of any pipe sections in which the camera, in the opinion of the City, is skewed or not properly centered within the main shall be re-televised at no additional cost to the Sewer Utility.

K. When beginning a CCTV inspection, the operator shall verify the diameter of the pipeline to be inspected by inserting a tape measure or surveying rod into the manhole and measure the pipeline diameter to the nearest 1/10th inch. Video proof of this measurement shall be captured during the CCTV inspection after the camera has been adequately positioned so that this measurement can be clearly read. This measurement is also to be recorded in the “height” field of the inspection database.

L. All CCTV surveys must list all required PACP information in their respective fields in addition to but not limited to the following information:

1. Drainage Area

2. Pipe Segment Reference

3. Total Length

18 Updated March 2021

4. Length Surveyed

5. Pipe Material (Original material if lined)

6. Lining Method (If lined)

7. Year Renewed (If rehabbed / lined)

8. Purpose

9. Media Label (CCTV Consultant/Contractor Co.)

10. Location Code

11. Weather
M. The Consultant/Contractor shall televise all sanitary and storm sewer mainlines utilizing a crawling camera with full pan, tilt, & zoom capabilities. Inspections televised via other means or methods will be rejected unless directed to do so otherwise. If picture quality is unsatisfactory, the Consultant/Contractor may attempt to re-televise the segment(s) utilizing satisfactory equipment and/or methods. Unsatisfactory inspections will be rejected by the City. No payment will be made for an unsatisfactory inspection.

N. All distances and time stamps called out for each PACP code, observation, or defect must be listed as a positive, rational number. Surveys that do not list positive numbers for distances and time stamps will be rejected.

O. At the start of each sewer length, a data generator shall electronically generate and clearly display on the viewing monitor and subsequently on the final recording a record of data in alphanumeric form containing the following minimum information:

1. Automatic update of the camera’s footage position in the sewer line from adjusted zero.

2. Sewer dimensions in inches

3. Manhole numbers (must conform to City’s identification number)

4. Date of survey

5. Road name (nearest)/location

6. Direction of survey, i.e., downstream or upstream

7. Time of start of survey

8. Material of construction of the pipe

9. Consultant/Contractor
P. The size and position of the data display shall be such as not to interfere with the main subject of the picture.

Q. Once the survey of the pipeline is under way, the following minimum information shall be continually displayed:

1. Automatic update of the camera’s footage position in the sewer line from adjusted zero.

2. Sewer dimensions in inches

3. Manhole numbers (must conform to City’s identification number)

4. Direction of survey, i.e., downstream or upstream
R. CCTV Camera Speed: The speed of the CCTV camera in the sewer shall be limited to 30 feet per minute (0.5 ft per second) for all inspections in compliance with NASSCO guidelines. Manual winches, power winches, TV cable, and powered rewinds or other devices shall not obstruct the camera view or interfere with proper documentation of the sewer conditions to move the camera through the sewer line.

19 Updated March 2021
S. The inspection shall be performed with the camera traveling in a forward direction. The camera shall only travel backward as needed to allow a fuller view of a defect or observation.

Inspections that are accomplished with the camera traversing backward or in reverse will be rejected.

T. While in motion, the CCTV camera is to be fully zoomed out and fixed to the “home position” where the camera head is kept at the level horizon and is centered and pointed true down the alignment of the pipe for the duration of each CCTV survey. Only when necessary to fully capture defects/observations or to avoid getting the camera lens dirty should the camera be allowed to leave the home position or use the zoom, pan, or tilt features. After the flow conditions have normalized in the pipe or the full extent of an observation/defect has been captured the camera must return to the level home position.

U. Excessive use of the pan, tilt, or zoom features, including using any of the features simultaneously, shall be avoided. The operator shall not use the pan, tilt, or zoom features of the camera until the camera tractor is at a full and complete stop.

V. The operator shall bring the camera to a complete stop at all suspected defects, noted observations, and service connections, panning then tilting the camera as necessary to closely view the defect/observation in question. The full extent of the defect/observation shall be observed.

W. When coding any defect or observation, the operator shall adjust the camera back to the “home position” as best as possible while showing the defect/observation in its entirety in relation to the pipe. The operator shall cease all movements of the camera head and tractor to allow for a clear photograph of the defect/observation while the observation is being cataloged.

X. At each coded observation, the following minimum information shall be displayed:

1. The PACP code and/or PACP code description.

2. The footage position of the defect.

3. The “Additional_Info” field in any cases where it is utilized.

Y. During the CCTV inspection, lighting intensity shall be adjusted as necessary to minimize glare and maximize viewing ability.

Z. Upon reaching an end point manhole or other access point, the camera shall be maneuvered to the center of the manhole and tilted upward and slowly panned for a minimum of 5 seconds in order to view the interior of the manhole in full detail. Any notable defect observed within the manhole or access point shall be coded as a General Observation (MGO) and be catalogued prior to coding the manhole (AMH) to close out the inspection.

AA. If for any reason the Consultant/Contractor’s equipment becomes disabled or lodged inside the sewer and cannot further proceed, the Consultant/Contractor shall be responsible for retrieving the equipment and restoring the sewer at no additional cost to the City.

3.3 MANHOLE INSPECTION
A. The inspection crew shall mobilize to the site of the manhole inspection and immediately establish traffic control measures per Santa Clara County, and/or City Gilory requirements. The Contractor shall provide any measures required to protect pedestrians. The crew shall inspect each manhole and record required information.

20 Updated March 2021
B. A diligent effort shall be made to locate all structures. Metal detectors shall be used to locate buried manholes. Once a buried manhole has been located, it shall be marked with paint and/or flagging, if necessary. All pertinent information available shall be recorded including area photo, address, etc. Consultant/Contractor shall notify project manager weekly with a list of those manholes that could not be fully inspected due to unable to locate, buried, surcharged, could not open, not access, other. The Project manager may arrange to have some or all these manholes exposed, or otherwise made accessible for full inspection. The Project manager will notify Consultant/Contractor of the status and may authorize re-inspection provided the Consultant/Contractor is still working on-site.

3.4 MANDATORY MANHOLE INSPECTION HEADER INFORMATION
Once the manhole is located, the following mandatory information shall be recorded on the inspection form (template is located in the forms section). Note that the mandatory fields noted below are more inclusive than the MACP requirements. All available information shall be collected and recorded for those manholes that are buried, could not open, surcharged, etc. a. Manhole Number (City standard Asset Number)
b. Sheet number
c. Purchase Order No.
d. Date
e. Time
f. Surveyor’s Name
g. Certification Number
h. System owner
i. Locality (City)
j. Drainage area (tributary Pump Station Number)
k. Map number
l. Location (street number and name)
m. Downstream pipe length (feet)
n. Rim to grade (inches)
o. Pre-cleaning method (using approved MACP codes)
p. Location code (using approved MACP codes)
q. Manhole surface type (using approved MACP codes)
r. Potential for runoff (using approved MACP codes)
s. Access point type (using approved MACP codes)
t. Inspection status (using approved MACP codes)
u. Area photo image reference (using CITY standard naming convention) v. Internal photo image reference (using CITY standard naming convention)

3.5 MANHOLE COMPONENT OBSERVATIONS
The inspection crew shall complete all fields within the manhole component/observation section of the inspection form. The following information shall be collected:
a. Cover type (solid, vented, bolted)
b. Cover size (top surface diameter in inches)
c. Cover material
d. Number of vent holes
e. Cover/Frame fit (cover to frame fit, MACP codes)

21 Updated March 2021
f. Cover condition (MACP codes)
g. Cover insert type
h. Cover insert condition
i. Frame condition
j. Frame seal condition
k. Frame offset distance
l. Frame seal inflow
m. Wall material
n. Interior wall coating
o. Wall diameter
p. Bench present
q. Channel installed
r. Additional remarks relevant to the manhole

3.6 MANHOLE INTERIOR INSPECTION
The inspection crew shall determine the types of defects within the manhole, document each defect on the manhole form and take a photograph of each defect. The manhole chimney, cone, wall, bench and channel will be inspected for structural integrity, signs of I/I and the presence of roots.

All documentation shall follow NASSCO MACP standards. Each defect will be documented on the inspection form with the following information:
a. Defect number
b. Component of manhole containing defect
c. Defect code (using approved MACP codes)
d. Image Reference (using CITY approved file naming structure)

3.7 CONNECTING PIPE DETAILS
Each pipe entering and exiting the manhole shall be photographed where possible and inspected to determine diameter, pipe material, debris levels and rim to invert distance (to 0.1 feet). The pipe inspection will include the following information:
a. Pipe photo (using CITY approved file naming structure) b. Pipe direction (incoming or outgoing)
c. Pipe clock positions (6=outgoing)
d. Pipe diameter
e. Pipe material (using PACP codes)
f. Rim to invert distance (measured to nearest 1/10th of a foot) g. Pipe special condition (drops, force mains, etc. using approved MACP codes) h. Debris depth
i. Connecting structure number if manhole or cleanout, service line clock position, stub out clock position, etc.
j. Pipe seal condition (using approved MACP codes)
k. Pipe seal roots (using approved MACP codes)
l. Observed pipe defects, obstructions, roots, etc. (using PACP codes)

3.8 MANHOLE SKETCH, MAP UPDATE AND NOTES
The inspection crew shall complete the manhole plan view sketch noting all connecting pipes. Any special observations or notes may be added to the profile sketch on the field form.

22 Updated March 2021
Influent and effluent lines in each manhole shall be compared to the existing map and corrections noted in the sketch section of the field form.

3.9 NOTIFICATIONS
Consultant/Contractor shall promptly notify the City whenever they encounter any of the following conditions:

Potentially illicit connections draining into the sanitary sewer system or cross connections between the sanitary and storm drain systems.

Potentially hazardous materials (liquid or solid). Pipe collapse or blockage requiring immediate attention. Locations of system surcharging.

Locations of sulfide odor or other hazardous atmospheric conditions.

Any defects posing imminent danger to the public (missing lids, covers broken during inspection, sink holes, etc.).

Sewage spills or evidence of sewage spills.

3.10 DOCUMENTATION OF THE TELEVISION RESULTS
A. Television Inspection Logs: Develop and keep digital location records that clearly show the location in relation to an adjacent manhole of each infiltration point observed during inspection. In addition, record other points of significance such as locations of building sewers, unusual conditions, roots, storm sewer connections, broken pipe, presence of scale and corrosion, and other discernible features.

B. Photographs: A digital photograph or digital video still shall be captured for each coded observation. If no defects are present provide one still image of pipe for information purposes. All digital still images shall be in JPEG file format. For all digital still images, the file naming format shall be generated using a concatenation of standard PACP database fields in the format Facility_ID”_“Upstream_MH”_“Downstream_MH”_ “Direction”_”PACP_Code”_”Distance” (multiple digital still images may have “-01”, “-02”, “-03” at end of file name).

C. Video Recordings: A visual and audio recording of all areas of the lines shall be of a single line segment, performed and produced in MPEG 1 file format. Videos shall also be non-proprietary and able to be viewed with Windows Media Player. For all digital encoded inspection videos, the file naming format shall be generated using a concatenation of standard PACP database fields in the format “Facility_ID”_"Upstream_MH"_"Downstream_MH"_"Direction"_”Date.

4.0 REHABILITATION PROGRAM DEVELOPMENT
The Consultant/Contractor shall prepare a prioritized rehabilitation program including a table summary, by pipe segment, that includes type of defect, severity, recommended rehabilitation/repair method, schedule and cost estimate. The Consultant/Contractor shall use best technical expertise and engineering judgment to develop the rehabilitation program. For example, making judgements

23 Updated March 2021
about when it more appropriate to replace a pipe segment instead of doing repairs will be needed for this project.

The City will make available record drawings or other records to help identify construction constraints or conditions that may influence the selection of recommended rehabilitation methods.

The final product shall be comparable to the 15 - 20% design level. The expectation is sufficient detail will be developed to hand off to a design team to produce construction documents for the various project. A final rehabilitation report shall be prepared and include, at a minimum, summary tables, maps/drawings, cost estimates for pipe and manhole repair projects. The final report signed and sealed by Professional Engineer. The Consultant/Contractor will coordinate with the City’s O&M staff to identify areas of concern and areas that require frequent maintenance.

Consultant Work Plan and Project Management
Water Works Engineers shall follow the Project Management plan laid out in pages 20-31 of their original proposal dated June 18, 2020 but with the adjusted scope (linear footage, manholes, pricing) in the attached Exhibit B.

Item
(Nominal Pipe Size) Unit Easement Right-of-Way Quantity # Segments Unit Price
(Cleaning)
Unit Price
(CCTV) Cleaning Cost CCTV Cost Total Cost
0 (Unknown D) LF 386 747 1,133 11 $1.50 $1.25 $1,699.50 $1,416.25 $3,115.75 4” D LF 89 89 1 $1.50 $1.25 $133.50 $111.25 $244.75
6” D (1) LF 15,227 24,845 40,073 224 $1.37 $1.20 $54,900.01 $48,087.60 $102,987.61 8” D LF 10,722 10,957 21,679 140 $1.35 $1.15 $29,266.65 $24,930.85 $54,197.50 10” D LF 528 3,636 4,164 13 $1.35 $0.84 $5,621.40 $3,497.76 $9,119.16 12” D LF 6 647 654 8 $1.35 $0.84 $882.90 $549.36 $1,432.26 14” D LF 738 9 747 4 $1.35 $0.84 $1,008.45 $627.48 $1,635.93 15” D LF 4,250 8,397 12,647 48 $1.35 $0.84 $17,073.45 $10,623.48 $27,696.93 16” D LF 980 3,939 4,918 13 $1.35 $0.84 $6,639.30 $4,131.12 $10,770.42 18” D LF 1,894 5,188 7,082 23 $1.35 $0.84 $9,560.70 $5,948.88 $15,509.58 21” D LF 4,440 9,282 13,772 39 $1.40 $0.84 $19,280.80 $11,568.48 $30,849.28 24” D LF 4,653 5,077 9,730 28 $1.45 $0.84 $14,108.50 $8,173.20 $22,281.70 30 “ D (New) LF 1,853 9,473 11,326 27 $1.75 $1.00 $19,820.50 $11,326.00 $31,146.50 Other Costs
Mobilization LS 1 $35,000
Cleanout inspection (7) each 159 $19,875
Manhole Cleaning each 1065 $85,200.00
Manhole inspection each 1065 $58,575.00
Bypass pumping (2) Force Account 1 $50,000.00
Debris disposal per 10 cy 1 $910.00
Traffic Control Plans (3) LS 1 $2,500.00
Rehabilitation Program (4) LS 1 $55,000.00
Total $618,047.37
10% Contingency $61,805.00
Agreement Total $679,852.37
Notes
(1) 6” liners and point repairs where the liner has reduced ID by greater than 5% may not be possible to CCTV. (2) By-Pass Pumping stipend, locations are unknown at this time. (3) Traffic Control assumes "typical" MUTCD compliant TCPs that do not require PE stamp to be submitted to the City as part of encroachment permit package. (4) Condition assessment summary shall include details for all pipes. For the purposes of estimating effort assumed that 10% of the pipes assessed will have condition scoring which requires development of repair / rehabilitation / replacement methodology and/or enhanced O&M recommendations and project bundling as part of the prioritized rehabilitation program. Videos will be transferred monthly to the City in a format compatible with POSM software. (5) Encroachment permits (Fee will be waived, but Water Works will have to apply for them where applicable). (6) Duration of project is 6-9 months from Notice To Proceed (NTP). (7) Assumes cleanouts are exposed and accessible.
$125
Exhibit B
Schedule of Compensation Rates
Unit Price
$35,000
$80.00
$55.00
$50,000.00
$910.00
$2,500.00
$60,000.00
24 Updated March 2021

25 Updated March 2021

EXHIBIT C

SCHEDULE OF PERFORMANCE
Duration of project is 6-9 months from the Notice to Proceed.

EXHIBIT D
Third Party Data Use Agreement

1. CONSULTANT agrees that it shall not use any information provided by CITY for any purpose other than for PROJECT without the prior express written consent of CITY. CONSULTANT also hereby acknowledges that the data delivered by CITY is for use by CONSULTANT only, and is not to be released to any other party by any means whatsoever, including the Internet, without prior written consent of CITY. CONSULTANT shall provide written notice to CITY of any subcontractor with whom Geographic Information System data (GIS DATA) is shared for purposes of completing the PROJECT.

2. All data and files are intended for the use within the ordinary course of users’ business and may not be sold, placed on the internet or otherwise provided to other parties. All data shall comply with all statutes such as California State Law, Government Code section 6254.21 which prohibits any state or local agency from posting the home address or telephone number of any “elected or appointed official,” residing spouse, or child on the internet, and Revenue and Taxation Code sections 408, 408.1, 408.3, and 409 permitting the County Assessor to collect fees for certain information.

3. CITY, as rightful owners, shall retain all rights, title, interest, and copyright of the data. Any products using the GIS DATA must give credit to CITY as the source of the information. Any and all derivative products of the GIS DATA are owned by CITY and may not be used for any purpose other than the PROJECT without prior written permission of CITY. All derivative products and resulting data shall be provided to CITY Project Manager and CITY GIS Manager at the completion of the PROJECT.

4. CONSULTANT and CITY understand and agree that the information provided pursuant to this Agreement is the product of professional services paid for by CITY and shall remain property of CITY. CONSULTANT may retain copies, including copies stored on magnetic media, only for information and reference, in connection with CONSULTANT'S use for PROJECT.

5. All of the above terms and conditions apply to any subcontractor retained by CONSULTANT.

6. In the event of a conflict between the terms and provisions of this Third Party Data Use Agreement and the terms and provisions of the SERVICE AGREEMENT, the terms of the SERVICE AGREEMENT shall govern and control.

6 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Dat Nguyen, Finance Director
APPROVED BY: City Manager
ADOPT RESOLUTION ADDING SECTION 20516 COST SHARE TO THE

MANAGEMENT, PROFESSIONAL, AND CONFIDENTIAL EMPLOYEES
RESOLUTION NO. 21-050

RECOMMENDATION(S)
Adopt resolution adding Section 20516 Cost Share to the Management, Professional, and Confidential Employees Resolution No. 21-050.

Estimated Time:

COUNCIL PRIORITIES, GOALS & STRATEGIES
2020-2021 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

On November 17, 2021, the City Council adopted resolution number 21-050 adjusting the salary schedule for Management, Professional, and Confidential Employees (Resolution No. 21-050). The resolution also includes the employees sharing of employer's CalPERS rate of 6.12% beginning with the pay period including July 1, 2022.

Resolution No. 21-050 lacks the required language for Section 20516 Cost Share and CalPERS requires the City Council to adopt a new resolution adding Section 20516 Cost Share to the Resolution No. 21-050. This is one of the steps in the procedures to amend the City's CalPERS contract in order to ensure that employees receive credit for their increased contributions.

COMMUNITY ENGAGEMENT:

Inform
This staff report is to inform the community of the proposed adoption of the resolution to add Section 20516 Cost Share to the Management, Professional, and Confidential Employees Resolution No. 21-050.

ALTERNATIVE ACTIONS:

Not Applicable

6 PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On November 17, 2021, the City Council adopted Resolution Number 21-050 adjusting the salary schedule for Management, Professional, and Confidential Employees.

FISCAL AND RESOURCE IMPACT:

None.

CEQA (California Environmental Quality Act):

Not a Project
Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

RESOLUTION NO. -_______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF MORGAN HILL ADDING SECTION 20516 COST

SHARE (EMPLOYEES SHARING ADDITIONAL COST) TO

THE MANAGEMENT, PROFESSIONAL, AND
CONFIDENTIAL EMPLOYEES RESOLUTION NO. 21-050
WHEREAS, the City Council of the City of Morgan Hill adopted a Resolution No. 21-050 adjusting the salary schedule for Management, Professional, and Confidential employees on November 17, 2021; and
WHEREAS, one of the steps in the procedures to amend the California Public Employee’s Retirement System (CalPERS) contract is the adoption by the City Council of the City of Morgan Hill of a resolution that shall contain the Section 20516 Cost Share, and WHEREAS, the Section 20516 Cost Share shall contain the following summary:

Effective pay period beginning June 26, 2022 (or as soon as administratively possible with CalPERS after June 26, 2022), all miscellaneous members (Classic and PEPRA) in the Management, Professional, and Confidential Employees Resolution shall share the employer’s CalPERS contribution rate at 6.12%.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Morgan Hill does hereby add Section 20516 Cost Share to the Management, Professional, and Confidential Employees Resolution No. 21-050.

PASSED AND ADOPTED by the City Council of Morgan Hill at a Regular Meeting held on the 2nd day of March 2022 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

APPROVED: ATTEST:
____________________________ ___________________________ RICH CONSTANTINE, Mayor Michelle Bigelow, City Clerk

City of Morgan Hill
Resolution No. _____

 CERTIFICATION 
I, Michelle Bigelow, City Clerk of the City of Morgan Hill, California, do hereby certify that the foregoing is a true and correct copy of Resolution No. ______, adopted by the City Council at the meeting held on March 2, 2022.

WITNESS MY HAND AND THE SEAL OF THE CITY OF MORGAN HILL.

DATE: _____________________ ___________________________________ Michelle Bigelow, City Clerk





7 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Tanya Carothers, Environmental Services Administrator
APPROVED BY: City Manager
ADOPT RESOLUTION AMENDING THE CITY’S SOLID WASTE

BUDGET AND APPROVE AN AMENDMENT TO THE FISCAL AGENT

SERVICE AGREEMENT WITH THE COUNTY OF SANTA CLARA

RECOMMENDATION(S)

1. Adopt a Resolution appropriating an additional $156,658 to the City’s Countywide Solid Waste Program (Fund 246);

2. Accept the first amendment to the Fiscal Agent Service Agreement with the County of Santa Clara to increase the amount of the contract by $119,170 for a total contract amount of $528,136;

3. Authorize the City Manager to execute and administer the amendment with the County of Santa Clara; and

4. Authorize the City Manager to extend the term of the Fiscal Agent Service Agreement with the County of Santa Clara for up to four additional one-year terms.

Estimated Time:

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment
Advancing Regional Initiatives
2020-2021 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

The purpose of this report is to provide the City Council with an opportunity to adopt a resolution appropriating an additional $156,658 in the City’s Countywide Solid Waste Program (Attachment 1), and to approve a first amendment to the City’s Fiscal Agent Service Agreement (Service Agreement) with the County of Santa Clara (County) (Attachment 2).

7 Countywide Solid Waste Program Background:

In July 2021, City of Morgan Hill staff began providing Technical Advisory Committee (TAC) Administrator and Contracting Agent roles for administering the work of the Countywide Solid Waste Program. The County has retained the third role of Fiscal Agent for these programs and is the entity authorized and responsible for collecting County solid waste fees as well as managing and reporting to the State on various Countywide solid waste planning efforts.

County Service Agreement
A Service Agreement with the County provides fiscal agent and related planning services for the Countywide Solid Waste Program. On March 3, 2021, the City Council authorized the City Manager to execute an agreement with the County for Fiscal Agent and Related Planning Services subject to review and approval by the City Attorney. On June 22, 2021, the County Board of Supervisors (BOS) authorized execution of the agreement, and the City and County entered into a FY 2022 Service Agreement for the amount of $408,966.

The proposed $119,170 increase to the Service Agreement is needed to cover costs related to fiscal agent contract services that were included in the original scope of work, but not accounted for in the original dollar amount of the agreement. The contract services to be covered by the proposed amendment are as follows:

Fiscal Agent Contract Service
Edible Food Capacity Study $ 50,000
Organic Capacity Study Update $ 45,450
Biennial Audit for FY 21-22 $ 23,720
Total Amendment to Service Agreement$119,170
The proposed amendment (Attachment 2) would increase the Service Contract amount from $408,966 to $528,136, as shown below:

County Service Agreement Amendment Summary
Original Amount of Service Agreement $408,966
Proposed First Amendment to Service
Agreement
$119,170
Amended Amount of Service Agreement $528,136
Staff recommends approval of the Amendment to the Service Agreement in order to fund the County’s administration of the Edible Food Capacity study, Organic Capacity Study Update, and Biennial Audit for FY 21-22.

Additional Funds for Countywide Solid Waste Program Budget When the original countywide solid waste budget was established, it was estimated that $1,000,000 would be enough to cover costs for contract services under the Countywide Solid Waste Program budget. However, having entered into the various contracts needed for the countywide program, the City budget for this program is currently short by $37,488 in addition to the $119,170 proposed to be added to the Service

7 Agreement.

Staff recommends that the Council adopt the attached resolution (Attachment 1) appropriating $156,658 ($37,488 + $119,170) of additional funds to the City’s Countywide Solid Waste Program budget to cover costs for contracts which have exceeded the originally estimated $1,000,000 budget.

Extension of the Term of the Fiscal Service Agent Agreement While the County Service Agreement provides for four one-year extensions, the original Council Report did not make it clear that the City Manager was authorized to execute the extensions – though that was the clear intention of the parties when the agreement was drafted. The fourth recommended action of the report is solely focused on clarifying this ambiguity by clearly authorizing the City Manager to execute four oneyear extensions of this agreement.

COMMUNITY ENGAGEMENT:

Not Applicable
The subject of this staff report is entirely administrative in nature and does not impact services directly provided to the Morgan Hill community. Given this, no community engagement was conducted prior to this meeting.

ALTERNATIVE ACTIONS:

The City Council could decline approval of the Resolution appropriating an additional $156,658 to the City’s Countywide Solid Waste Program budget, and could also decline to approve the first amendment to the Fiscal Agent Service Agreement. This would leave the City unable to pay for County management of the Edible Food Capacity Study, Organic Capacity Study Update and Biennial Audit, all work that was scoped as part of the original Service Agreement. Additionally, if the Council declined to appropriate the additional funds, the City would be unable to pay for existing contracts in the Countywide Solid Waste Program in their entirety.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On March 3, 2021, the City Council authorized the City Manager to execute an agreement with the County of Santa Clara for Fiscal Agent and Related Planning Services subject to the review and approval of the City Attorney.

FISCAL AND RESOURCE IMPACT:

As described above, there is currently $1,000,0000 authorized in Fund 246 for Countywide Solid Waste Administrative Services Contracts. The First Amendment to the County Service Agreement ($119,170) plus the appropriation of additional funds to the budget to cover costs of existing contracts ($37,488) will bring the total amount of Countywide Solid Waste Administrative Services contracts to $1,156,658. The additional $156,658 will be appropriated to Fund 246 via the attached resolution and budget scorecard.

7 As Fiscal Agent, the County is the entity authorized and responsible for collecting County solid waste fees. The City sends a Fund Transfer Request quarterly to the County to cover costs related to the City’s role as TAC Administrator and Contracting Agent as well as all contract costs. The City’s Fund Transfer Requests will be adjusted to cover the costs associated with the requested increased appropriation. Because of the Fund Transfer Requests, in no case would Fund 246 go into a negative balance.

However, there is a possibility that Fund 246 will have a positive balance at the end of the year if some of the planned contract expenditures come in under budget. Any balance in Fund 246 at the end of the year would be available for future expenditures on the countywide solid waste programs.

CEQA (California Environmental Quality Act):

Not a Project
The activities associated with this item are administrative activities that will not result in direct changes to the physical environment.

RESOLUTION NO. 21-_____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF MORGAN HILL APPROVING AN AMENDMENT TO
THE CITY’S FISCAL YEAR 2021-2022 BUDGET IN THE

COUNTYWIDE SOLID WASTE PROGRAM
ADMINISTRATION (FUND NO. 246) TO APPROPRIATE
$156,658
WHEREAS, the City of Morgan Hill, a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (“City”), is authorized to enter into contracts and agreements for the benefit of the City; and WHEREAS, the reasons supporting this Resolution are set forth in detail in that certain City Council Staff Report entitled “Adopt Resolution Amending the City’s Solid Waste Budget and Approve an Amendment to the Fiscal Agent Service Agreement with the County of Santa Clara” submitted for City Council consideration at its meeting of March 2, 2022, submitted to the City Council by the City Manager (the “Staff Report”), the contents of which Staff Report are incorporated herein by this reference; and
WHEREAS, recommended amendments are needed and proposed to the City’s previously adopted Annual Budget for Fiscal Year 2021-2022 as set forth on Exhibit A to this Resolution, to appropriate the requisite funds to implement the actions authorized by this Resolution; and WHEREAS, the consideration by City Council of the adoption of this Resolution has been duly noticed pursuant to applicable laws and has been placed upon the City Council Meeting Agenda on the date set forth in the Staff Report, or to such date that the City Council may have continued or deferred consideration of this Resolution, and on such date the City Council conducted a duly noticed public meeting at which the City Council provided members of the public an opportunity to comment and be heard and considered any and all testimony and other evidence provided in connection with the adoption of this Resolution; and WHEREAS, the City Council determines that adoption of this Resolution is in the public interest.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MORGAN HILL DOES HEREBY FIND, DETERMINE, RESOLVE AND ORDER AS FOLLOWS:

Section 1. Recitals. The City Council does hereby find, determine and resolve that all of the foregoing recitals are true and correct.

Section 2. Approval and Authorization. The City Council does further resolve, order and/or direct as follows:
a. That the City’s previously adopted Fiscal Year 2021-2022 Budget, as the same has been amended to date, is hereby further amended in accordance with and as

City of Morgan Hill
Resolution No. 21-_____

reflected on Exhibit A attached hereto and incorporated herein by this reference; and
b. That the City Clerk is hereby authorized and directed to forward a copy of this Resolution to the City’s Finance Director, who is hereby authorized and directed to take all actions necessary to implement the terms of this Resolution pertaining to the Fiscal Year 2021-2022 Budget of City.

Section 3. This Resolution shall take effect immediately upon adoption.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Morgan Hill at its meeting held on this 2nd day of March 2022 by the following vote:

AYES: COUNCIL MEMBERS: None
NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
APPROVED: ATTEST:
___________________________________ _______________________________ RICH CONSTANTINE, Mayor MICHELLE BIGELOW, City Clerk
 CERTIFICATION 
I, Michelle Bigelow, City Clerk of the City of Morgan Hill, California, do hereby certify that the foregoing is a true and correct copy of Resolution No. 21-_____ adopted by the City Council at the meeting held on the 2nd day of March 2022.

WITNESS MY HAND AND THE SEAL OF THE CITY OF MORGAN HILL.

DATE: _____________________ ___________________________________ MICHELLE BIGELOW, City Clerk

AGENDA BUDGET SCORECARD
FISCAL YEAR 2021‐2022
ADJUSTMENT # 012
FUND: 246 Countywide Solid Waste Administration
DEPARTMENT: 5820 Countywide Solid Waste Administration
OBJECT: 42231 CONTRACT SERVICES
AGENDA DATE: 03/02/22
AGENDA ITEM TITLE:
07/01/21 06/30/22

PROJECTED PROJECTED

BEGINNING AMENDED ENDING
FUND ESTIMATED APPROPRI‐ FUND

BALANCE REVENUES ATIONS BALANCE
ORIGINAL BUDGET ‐   1,324,763   1,324,763 ‐
CUMULATIVE REVISIONS PRIOR ‐  ‐  ‐  ‐

TO RECOMMENDED ACTION
RECOMMENDED ACTION 156,658 156,658 ‐
RESULT OF RECOMMENDED ACTION ‐   1,481,421   1,481,421 ‐ Amendment to Agreement ‐ Countywide Solid Waste Program

EXHIBIT A

8 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Tanya Carothers, Environmental Services Administrator
APPROVED BY: City Manager

ADOPT RESOLUTION AUTHORIZING SUBMITTAL OF APPLICATIONS
FOR THE ANNUAL RECYCLING PAYMENT PROGRAM AND A ONETIME REGIONAL GRANT TO SUPPORT SB 1383 PROGRAMS

RECOMMENDATION(S)
Adopt a resolution authorizing the City's application for recycling program funding through the annual CalRecyle payment program and for a one-time regional grant application to fund activities related to SB 1383 compliance.

Estimated Time:

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment
Advancing Regional Initiatives
2020-2021 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

The purpose of this report is to provide the City Council with an opportunity to consider adopting a resolution (Attachment 1) that would allow the City to apply for the following two CalRecyle funding opportunities:

Beverage Container Recycling Payment Program
The State of California has annually provided payments to all communities for over a decade to support beverage container recycling and litter reduction or cleanup efforts.

The City’s share of approximately $12,000 is an anticipated funding source in the adopted budget and contributes to the City’s environmental services budget. On May 4, 2016, the City Council adopted a Resolution authorizing the annual submission of a funding request for the Beverage Container Recycling Payment Program. The 2016 resolution recently expired and a new one is needed to apply for the annual funds over the next five years.

8 SB 1383 Local Assistance Grant Program
The State of California is currently providing a one-time assistance grant to all communities to support implementation of programs required under SB 1383. Eligible programs under the grant can include those related to Mandatory Organic Waste Recyling, Procurement, and/or Edible Food Recovery Programs. Jurisdictions may partner in the grant application for a larger regional grant. The City is proposing to use grant funds totaling $138,410 on behalf of both the City of Morgan Hill and the City of Gilroy to: 1) provide the cities' contributions to the Edible Food Recovery Program that is managed regionally and supports countywide food recovery infrastructure upgrades and expansion; and 2) complete a Food Waste Prevention Project in both communities. To qualify for the grant funds, all that is needed is a simple resolution from the Council authorizing the grant application which will list Morgan Hill as the Lead Participant in a grant partnership with the City of Gilroy. To support the application for CalRecycle’s SB 1383 Local Assistance Grant Program, the City of Gilroy has provided a Letter of Authorization (Attachment 2) which allows the City of Morgan Hill to: 1) submit a regional grant application; 2) act as Lead Agency on behalf of the City of Gilroy; and 3) execute all documents necessary to implement the proposed projects under the Local Assistance Grant Program.

COMMUNITY ENGAGEMENT:

Not Applicable and Empower
Obtaining the payment program grant is consistent with the City's ongoing waste management programs and does not call for any additional community engagement.

While applying for the food waste prevention grant did not necessitate advance community engagement, implementing the project will essentially be one big community engagement activity as various methods are used to encourage and empower residents in preventing the generation of food waste.

ALTERNATIVE ACTIONS:

The Council could decide to not approve the resolution and direct staff to not apply for the available funding. This would result in missed opportunities for the City to engage with the community on issues of state-required solid waste recycling and management, and also increased difficulties reaching recycling targets.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On May 4, 2016, the City Council adopted a Resolution authorizing submission of a funding request for the Beverage Container Recycling Payment Program.

FISCAL AND RESOURCE IMPACT:

Ongoing revenues and expenses of approximately $12,000 will be included in the City’s proposed budget for beverage container recycling. One-time revenues and expenses of approximately $138,410 will be included in the City’s proposed budget for SB 1383 compliance and program implementation. Beverage container recycling programs and SB 1383 compliance activities are included in the work program of the Public Services Department.

8 CEQA (California Environmental Quality Act):

Not a Project
Since the resulting activity is an administrative program, it will not result in a change to the physical environment, this action is not a project under the California Environmental Quality Act.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MORGAN HILL

AUTHORIZING SUBMITTAL OF AN APPLICATION FOR PAYMENT PROGRAMS

AND RELATED AUTHORIZATIONS, AND SUBMITTAL OF A REGIONAL GRANT

APPLICATION FOR WHICH THE CITY OF GILROY IS ELIGIBLE
WHEREAS, Public Resources Code sections 48000 et seq. authorize the Department of Resources Recycling and Recovery (CalRecycle) to administer various grant programs (grants) in furtherance of the State of California’s (state) efforts to reduce, recycle, and reuse solid waste generated in the state thereby preserving landfill capacity and protecting public health and safety and the environment; and WHEREAS, the SB 1383 Local Assistance Grant Program allows regional grant projects; and
WHEREAS, pursuant to Public Resources Code sections 48000 et seq.,14581, and 42023.1(g) CalRecycle has established various payment programs to make payments to qualifying jurisdictions; and
WHEREAS, in furtherance of this authority CalRecycle is required to establish procedures governing the administration of the payment programs; and WHEREAS, CalRecycle grant application procedures, and procedures for administering payment programs require, among other things, an applicant's governing body or regional applicant’s governing body, as applicable, to declare by resolution certain authorizations related to administration of Calrecyle grant and payment programs.

NOW, THEREFORE, BE IT RESOLVED that the Morgan Hill City Council authorizes the City of Morgan Hill to submit an SB 1383 Local Assistance Grant Program regional application on behalf of itself as Lead Agency and the City of Gilroy as the participating jurisdiction; and
NOW, THEREFORE, BE IT FURTHER RESOLVED that the City of Morgan Hill is authorized to submit an application to CalRecycle for any and all payment programs offered; and
BE IT FURTHER RESOLVED that the City Manager, or his/her designee, is hereby authorized and empowered to execute on behalf of the City of Morgan Hill all grantrelated documents, including, but not limited to, applications, payment requests, agreements, and amendments necessary to secure grant funds and to implement the approved grant project; and
BE IT FURTHER RESOLVED that the City Manager or his/her designee, is hereby authorized as Signature Authority to execute all documents necessary to implement and secure payments; and

BE IT FURTHER RESOLVED that these authorizations are effective for five (5) years from the date of adoption of this resolution.

PASSED AND ADOPTED by the City Council of the City of Morgan Hill at its meeting held on this 2nd day of March 2022 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

DATE:_______________________ _________________________________ Richard Constantine, Mayor

CERTIFICATION
I, Michelle Bigelow, City Clerk of the City of Morgan Hill, California, do hereby certify that the foregoing is a true and correct copy of Resolution No. ____, adopted by the City Council at the meeting held on March 2, 2022.

WITNESS MY HAND AND THE SEAL OF THE CITY OF MORGAN HILL.

DATE:_____________________________ __________________________________ Michelle Bigelow, CITY CLERK

February 1, 2022
RE: Letter of Authorization for the Local Assistance Grant Program I am the City Administrator of the City of Gilroy. I am authorized to contractually bind the City of Gilroy. Pursuant to this authority, I hereby authorize the City of Morgan Hill to submit a regional application and act as Lead Agency on behalf of the City of Gilroy for CalRecycle’s SB 1383 Local Assistance Grant Program. The City of Morgan Hill is hereby authorized to execute all documents necessary to implement the project under the Local Assistance Grant Program.

This authorization is effective until September 1, 2024.

Sincerely,
Jimmy Forbis
City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, California
95020-6197
Telephone (408) 846-0250
Facsimile (408) 846-0421
http://www.ci.gilroy.ca.us

9 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Charlie Ha, Supervising Civil Engineer
APPROVED BY: City Manager
APPROVE FINAL MAP FOR SAN SEBASTIAN PHASE 3A - TRACT NO. 10530 AND RELATED SUBDIVISION IMPROVEMENTS AGREEMENT

RECOMMENDATION(S)

1. Approve the Final Map;

2. Authorize the City Manager to execute the Subdivision Improvements Agreement with Toll CA XX, L.P.; and

3. Authorize the recordation of the Final Map and Subdivision Improvements Agreement.

Estimated Time: Not applicable

COUNCIL PRIORITIES, GOALS & STRATEGIES
2020-2021 Strategic Priorities
Economic Development
REPORT NARRATIVE:

San Sebastian Phase 3A – Tract No. 10530 is a 57-lot subdivision located at the northeast intersection of Peet Road and Half Road (see attached Site Map - Attachment 1). The developer, Toll CA XX, L.P., has completed all the conditions specified by the Planning Commission in the approval of the Tentative Map on February 12, 2013.

The developer has also furnished the City with the necessary documents to complete the processing of the Final Map (Attachment 2) and has made provisions to provide the City with the required fees, security, and insurance prior to recordation of the Final Map.

The Final Map conforms to the requirements of the Subdivision Map Act, and conditions of approval have been met. The City Council is required to approve the map if it conforms to all the requirements of the Subdivision Map Act, and any conditions of approval for the Tentative Map. Staff recommends that City Council approve the Final Map and authorize the City Manager to sign a Subdivision Improvements Agreement (Attachment 3) pending review and approval by the City Attorney.

COMMUNITY ENGAGEMENT:

9 Inform
On February 12, 2013, the Planning Commission approved the Tentative Map.

Residents within a 300-foot radius were informed of the Planning Commission’s intent to approve the Tentative Map for the project, in which a public hearing was held to allow the public to be involved and voice their concerns over the Tentative Map requirements.

ALTERNATIVE ACTIONS:

There is no feasible alternative action as the developer has met the requirements of the tentative map conditions approved by the Planning Commission to file for a final map approval.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On November 18, 2020, the City Council approved the San Sebastian Phase 3 Final Map.

FISCAL AND RESOURCE IMPACT:

Development review costs for this project are paid for from development processing fees.

CEQA (California Environmental Quality Act):

Project
An Environment Impact Report was adopted by the City Council on February 27, 2013.

County of Santa Clara, Sanborn, ©2021 County of Santa Clara, all rights reserved
O
0 125 250 500 750 1,000
Feet

SITE MAP
SAN SEBASTIAN PHASE 3A
Land Development Department
Engineering and Utilities Diviision
SAN SEBASTION PH 3A
TRACT 10530
Document Path: G:\R-14\PROJ\GIS\John\Charlie_SanSabastian_3A.mxd

10 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Charlie Ha, Supervising Civil Engineer
APPROVED BY: City Manager

APPROVE AN IMPROVEMENT AGREEMENT WITH MORGAN HILL

MULTIFAMILY LLC FOR THE BUTTERFIELD VILLAGE PROJECT

RECOMMENDATION(S)

1. Approve an Improvement Agreement with Morgan Hill Multifamily LLC;

2. Authorize the City Manager to execute the Improvement Agreement; and

3. Authorize the recordation of the Improvement Agreement.

Estimated Time: Not applicable

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space
2020-2021 Strategic Priorities
Affordable Housing and Homelessness
Guiding Documents
Morgan Hill 2035 General Plan
REPORT NARRATIVE:

Butterfield Village is a residential development with 389 apartment units located on the southeast corner of Jarvis Drive and Monterey Road (see attached site map - Attachment 1). As required by the project’s conditions of approval for Site Review, the developer, Morgan Hill Multifamily LLC, is required to enter into an Improvement Agreement (Attachment 2) with the City of Morgan Hill and provide a financial guarantee for the public improvements along the project’s Jarvis Drive frontage and stormwater quality improvements in the City’s retention pond.

The developer has furnished the City with the necessary documents to complete the processing of the Improvement Agreement by providing surety bonds and insurance for the proposed public improvements along Jarvis Drive and stormwater quality improvements in the City’s retention pond. Staff recommends that the City Council approve and authorize the City Manager to execute the Improvement Agreement.

10 COMMUNITY ENGAGEMENT:

Inform
A Public Notice via mailed notice and newspaper advertisement was issued to inform the public of the City’s intent to approve the Design Review Permit for the project. The Public Notice was also shared via the City’s 411 email publication as well as a new Development Project page on the website.

ALTERNATIVE ACTIONS:

There are no feasible alternative actions on the approval of the Improvement Agreement as the developer has furnished the necessary documents to complete the processing of the Improvement Agreement.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On October 17, 2018, the City approved a Development Agreement for a 389-unit apartment project on the project site as part of a settlement of litigation brought by the applicant under the Housing Accountability Act.

FISCAL AND RESOURCE IMPACT:

Development review costs for this project are paid from development processing fees.

CEQA (California Environmental Quality Act):

Project
A program-level Environmental Impact Report for the Butterfield-MWest General Plan Amendment and Addendum was adopted in July 2014.

A project level Initial Study/Consistency Checklist was completed and demonstrated consistency with the Butterfield – MWest General Plan Amendment Project GPA 14-04 Environmental Impact Report and Addendum (State Clearinghouse No. 2014072009) and the Morgan Hill 2035 Environmental Impact Report (State Clearinghouse No. 2015022074).

©2019 County of Santa Clara, all rights reserved, County of Santa Clara, Sanborn O
0 200 400 800 1,200 1,600
Feet

SITE MAP

BUTTERFIELD VILLAGE
Development Services
Engineering Land Development
G:\R-14\Proj\GIS\John\Charlie_ButterfieldVillage.mxd
CITY
RET. POND

BUTTERFIELD

VILLAGE
COCHRANE RD.

SUTTER BLVD.

1 Version: July 2020

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF MORGAN HILL
17575 PEAK AVENUE
MORGAN HILL, CA 95037
(RECORD AT NO FEE PURSUANT TO GOVERNMENT
CODE SECTION 27383)

THE AREA ABOVE IS RESERVED FOR RECORDER'S USE

IMPROVEMENT AGREEMENT
Morgan Hill Multifamily LLC
APN: 726-25-095 and 726-25-093
Butterfield Village (Vida at Morgan Hill)
THIS AGREEMENT is made on this ______________________ day of ________, 2022, by the CITY OF MORGAN HILL, a municipal corporation ("CITY"), and Morgan Hill Multifamily LLC a Delaware limited liability company ("PROPERTY OWNER").

RECITALS
The following Recitals are a substantive part of this Agreement:

1. This Agreement is entered into pursuant to Morgan Hill Municipal Code Chapter 12.02.

2. PROPERTY OWNER has filed a Development Application and supporting documents on the property with the address of the APN 726-25-095 and 726-25-093 having the development name of Butterfield Village (“Development”).

3. CITY requires as a condition of approval of the Development Permit, as described on said permit, that certain improvements be installed by PROPERTY OWNER as shown on the fully executed Development Improvement Plans entitled Improvement Plans for Butter Village Residential (“Improvements”), on file with CITY and incorporated herein by this reference.

4. PROPERTY OWNER has been unable to complete, prior to the issuance of the Development Permit, all of the Improvements required by CITY to the satisfaction of the City Engineer.

5. PROPERTY OWNER is required by the terms of the Morgan Hill Municipal Code to improve all streets, highways, or public areas which are part of the Development, including but not limited to necessary paving, curbs, sidewalks, catch basins, water mains, culverts, storm drains, and sanitary sewers, in accordance with the plans and specifications on file with the City Engineer.

6. To assure CITY that PROPERTY OWNER will complete all the work and Improvements required

2 Version: July 2020
for the Development, the parties have entered into this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Term of Agreement. This term of this Agreement shall be six (6) months from the date of issuance of the Development Permit (“Term”) unless extended by written agreement.

2. Improvements. PROPERTY OWNER agrees to construct the Improvements in a good and workmanlike manner in accordance with the plans and documents filed with and approved by CITY in conjunction with the Development, all of which are incorporated herein by reference. These items of the Improvements shall be completed, constructed and installed at PROPERTY OWNER's sole expense unless agreed to otherwise by CITY.

3. Rights-of-Way. Except as otherwise provided by this Agreement, CITY can hold without acceptance or recordation all lands, rights-of-way, and easements offered for dedication. All such offers shall, however, remain open, and shall constitute irrevocable offers of dedication in accordance with the Government Code. All such offers may be accepted and recorded by CITY in its sole discretion at any later date without further notice to PROPERTY OWNER as provided by law. By way of explanation only, it is the current intention of CITY to accept all or part of the irrevocable offers to dedicate upon acceptance of the Improvements called for in this Agreement.

4. Improvements: Time Limits. PROPERTY OWNER agrees to cause all Improvements to be made and constructed to comply with all requirements of Morgan Hill Municipal Code Chapter 12.02, according to the improvement plans for the Development approved by the City Engineer and including any changes or alteration in the Improvements required by the City Engineer. The Improvements shall be completed utilizing CITY standards and specifications. PROPERTY OWNER agrees to complete the Improvements prior to the expiration of this Agreement, or the issuance of the certificate of occupancy, whichever is earlier; provided however, the City Manager may extend the deadline for completion by not more than six (6) months at his or her reasonable discretion and determination that granting the extension will not be detrimental to the public welfare. No extension of this deadline for completion shall be made except upon the basis of a written application made by PROPERTY OWNER stating fully the ground for the application and the facts relied upon for an extension.

It is further agreed by and between PROPERTY OWNER and CITY that any extension granted shall in no way affect the validity of this Agreement or release the surety(ies) on any bond attached hereto or the financial institution guaranteeing the same. PROPERTY OWNER further agrees to maintain the securities described in Section 6 in full force and effect during the terms of this Agreement, including any extensions of time as may be granted, and until such time as the Improvements have been accepted for maintenance by CITY.

In the event that PROPERTY OWNER shall fail to complete the Improvements within the time provided by this Agreement, CITY may in its sole discretion and in addition to any other remedy provided in this Agreement or by law, enter upon the Development and complete the Improvements and recover the full cost and expense of construction from PROPERTY OWNER, PROPERTY OWNER's successors and assigns, PROPERTY OWNER's Performance/Labor & Material Bonds associated with this Development,

3 Version: July 2020
or from the then owner of the Development, and/or place a lien upon the Development property for the cost and expense. Any and all CITY costs shall include but not be limited to administrative and attorney costs.

5. Acquisition and Dedication of Easements or Rights-of-Way. If any of the Improvements is to be constructed or installed on land not within the Development or already existing public right-of-way, no construction or installation shall be commenced before the irrevocable offer of dedication or conveyance to CITY of appropriate rights-of-way, easements or other interest in real property, and appropriate authorization from PROPERTY OWNER to allow construction or installation of the Improvements or work has been obtained and paid for by PROPERTY OWNER.

6. Bond Requirements. To secure the performance of each Improvement required under this Agreement and to ensure full payment to all persons furnishing or supplying labor or materials for each Improvement required, PROPERTY OWNER shall provide to CITY concurrently with the execution of this Agreement, payment and performance bonds each in the amount of 100% of the total estimated cost of the Improvements as determined by the City Engineer. A performance bond to secure faithful performance of this Agreement as required by Section 12.02.160 of the Morgan Hill Municipal Code for performance shall be provided in substantially the form set forth in Exhibit B. A payment bond to secure full payment to all persons furnishing or supplying labor or materials as required by Section 12.02.160 of the Morgan Hill Municipal Code for labor and materials shall be provided in substantially the form set forth in Exhibit C. PROPERTY OWNER shall provide an additional guarantee and warranty security (in substantially the form set forth in Exhibit D) of fifty (50%) percent of the cost of construction of the Improvements to guarantee and warranty the Improvements for a period of one year following its completion and acceptance against any defective work or labor done, or defective materials furnished, as required by Section 12.02.170 of the Morgan Hill Municipal Code.

Improvements and the City Engineer’s Estimated Costs of Improvements as of January 2022 are attached hereto as Exhibit “A”.

Any bonds submitted under this Agreement shall be executed by a surety company authorized to write the same in the State of California, and subject to the review and approval of the City’s risk manager. All required securities shall be in a form approved by the City Attorney. The bonds shall be executed on CITY forms by a surety authorized to do business in the State of California and shall be approved by the City Attorney and the City Engineer. Submittal of the Performance/Labor & Material Bonds is a requirement prior to CITY's issuance of an encroachment permit to do work in CITY's right-of-way. Submittal of the Warranty Bond is a requirement prior to the City Engineer's consideration of acceptance of the public improvements.

Note: If Cash Deposit Agreement Guaranteeing Improvements is utilized for security purposes, the Cash Deposit Agreement amount shall be two hundred (200%) percent of the aforementioned City Engineer’s Estimated Costs of Improvements. In lieu of the above, CITY will accept a certificate of deposit in CITY's name with escrow instructions acceptable to the City Engineer, subject to the approval of the City Attorney.

The release of any securities shall be governed by the provisions of Section 12.02.170 of the Morgan Hill Municipal Code.

7. Irrevocability of Security. The securities provided under this Agreement shall be irrevocable, shall not be limited as to time, and may be released only upon the written approval of the City Engineer and City

4 Version: July 2020
Council, as described in Section 12.02.170 of the Morgan Hill Municipal Code.

8. Duty to Warn. PROPERTY OWNER shall give adequate warning to the public of each and every dangerous condition which may exist in the Improvements and will take all reasonable actions to protect the public from any dangerous condition.

9. Warranty. PROPERTY OWNER guarantees and warrants the Improvements required by this Agreement and agrees to remedy any defects in the Improvements arising from faulty or defective materials or construction occurring within twelve (12) months after acceptance by CITY of said Improvements.

Following notice, PROPERTY OWNER shall, without delay or cost to CITY, repair, replace, or reconstruct any defective or unsatisfactory portion of Improvements. CITY may, at its sole option, perform the repair or replacement itself if PROPERTY OWNER has failed to commence repair within twenty (20) days after CITY has mailed written notice to PROPERTY OWNER. In such event, PROPERTY OWNER agrees to pay the cost of repair and replacement, plus 15%, by CITY; and CITY may recover such costs as a lien against the Development. CITY may proceed immediately to make repairs should an emergency arise without waiving its rights of recovery against PROPERTY OWNER.

10. Failure of Performance. In addition to the other remedies provided by this Agreement, CITY shall have recourse to the security given. In the event that CITY seeks recourse against any security, CITY shall have recourse against PROPERTY OWNER for any and all amounts necessary to complete the obligation.

All administrative costs, including attorneys' fees shall be a proper charge against the security and PROPERTY OWNER pursuant to Government Code. The right of CITY to draw upon or utilize the security is additional and not in lieu of any other remedy available to CITY at law or in equity. The parties agree that the estimated costs and security amounts may not reflect the actual cost of construction or installation of Improvements, and therefore, CITY damages for PROPERTY OWNER’s default shall be measured by the cost of completing the required Improvements.

11. Certificate of Occupancy. PROPERTY OWNER understands that CITY will expect completion, to the satisfaction of CITY, of specific public improvements as well as private utility improvements prior to CITY Approval of a Certificate of Occupancy for any building on the Development property. The specific improvements shall include activation of all public utilities (water, sewer, storm drain); activation of all private utilities (electric, gas, phone) except for cable; street lights turn-on request filed with P G & E; and full street improvements (curb-gutter and paving with/without final lift) from existing public street to building under consideration for Certificate of Occupancy. PROPERTY OWNER, furthermore, agrees to so inform successor in lot interest should lot be transferred to another party prior to CITY acceptance of public improvements.

12. Final Toxic Report. Where applicable, PROPERTY OWNER hereby agrees to furnish the City Attorney with a copy of the Final Toxic Report issued by the appropriate licensed consultant on the proposed Development. This report must be received prior to final acceptance of on-site improvements and issuance of certificate of occupancy.

13. Public Improvements Fee Schedule. PROPERTY OWNER shall pay the following sums in cash to CITY pursuant to the provisions of Resolution 1383 and any amendments thereto. These sums shall be paid to CITY at the time of issuance of the Development Permit and shall be in accordance with the Department of Public Works Fee Schedule(s) attached hereto demonstrating a current Total Fee Obligation of $1,251,398 and $446,824. All Fees are estimated and may be increased by CITY subject to current

5 Version: July 2020
resolutions and ordinances. These fees are subject to a minimum annual revision. PROPERTY OWNER consents to increases in these fees. This Agreement shall not be construed to fix or freeze fees as of any point prior to issuance of Development Permits.

All development fees shall be those in effect at the time of the issuance of the Development Permit for this Development. This Agreement does not entitle the developer to any permit including a grading permit. A separate application for a grading permit should be made to the Building Department.

14. Other Agreements Associated with This Improvement Agreement: The following "checked off" Agreements are understood to be associated with this Agreement and have been fully executed prior to or concurrent with this Agreement:
[ ] CITY "Streets" Reimbursement Agreement (CITY Ordinance 982) PROPERTY OWNER acknowledges and agrees that the property is subject to a Reimbursement Agreement whereby PROPERTY OWNER must reimburse CITY for all costs associated with off-site improvements completed by the CITY and/or others or to be completed by CITY and/or others. PROPERTY OWNER agrees to pay CITY for all sums already incurred under the reimbursement agreement prior to issuance of any building permits. If the improvement has not been completed by CITY and/or others, then PROPERTY OWNER or successor-in-interest agrees to fully reimburse CITY for all costs incurred by CITY and/or others in constructing the improvements. [ ] CITY Public/Private Utility Reimbursement Agreement [ ] Landscape & Lighting Maintenance Assessment District Annexation [ ] Improvements Deferral Agreement

15. Insurance Requirements.

Commencement of Improvements. Before beginning construction of the improvements, PROPERTY OWNER is required to procure and provide proof of the insurance coverage required by this section in the form of certificates and endorsements. The required insurance must cover the activities of PROPERTY OWNER and its subcontractors relating to or arising from the performance of work associated with the Improvements and must remain in full force and effect at all times during the period covered by the Agreement, including any extensions of time as may be granted, and until such time as the Improvements have been accepted for maintenance by CITY. The coverages may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or “umbrella” policies, provided each such policy complies with the requirements set forth herein.

Any deductibles or self-insured retentions must be declared to and approved by City. Coverages may be provided by PROPERTY OWNER's General Contractor if PROPERTY OWNER is not directly insuring such exposures under an “Owners and Contractors Protective Liability Policy (OCP)” on which CITY would be an additional insured. If PROPERTY OWNER will utilize the services of a General Contractor to perform all of the work associated with the Improvements, then PROPERTY OWNER may opt to have all coverages provided by PROPERTY OWNER’s General Contractor, provided that a written contract is executed between PROPERTY OWNER and the General Contractor whereby the written contract specifically required General Contractor to fulfill all of the City insurance requirements as outlined in this Agreement, including all endorsements in favor of the City. Verification of the written contract must be provided to City upon request. If PROPERTY OWNER fails to provide any of the required coverage in full compliance with the requirements outlined in this Agreement, CITY may, at its sole discretion, purchase such coverage at PROPERTY OWNER's expense and deduct the cost from payments due to PROPERTY

6 Version: July 2020
OWNER, assess payment against Development, or terminate the Agreement for default. Any deductibles or self-insured retentions must be declared to and approved by City. PROPERTY OWNER further understands that CITY reserves the right to modify the insurance requirements set forth herein, with thirty (30) days’ notice provided to PROPERTY OWNER, at any time as deemed necessary to protect the interests of CITY.
(a) Policies and Limits. The following insurance policies and limits are required for this Agreement:
(1) Commercial General Liability Insurance (“CGL”): PROPERTY OWNER shall maintain CGL and shall include coverage for liability arising from PROPERTY OWNER's or its subcontractor’s acts or omissions in the performance of work associated with the Improvements against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) five million dollars ($5,000,000.00) combined single limit each occurrence and either a general aggregate limit of ten million dollars ($10,000,000.00) or a general aggregate limit of five million dollars ($5,000,000) as applied on a “per project” or “per location” basis, or (ii) the maximum amount of such insurance available to PROPERTY OWNER under PROPERTY OWNER's combined insurance policies (including any excess or “umbrella” policies), whichever is greater. a. CGL policy may not exclude explosion, collapse, underground excavation hazard, or removal of lateral support.
b. CGL policy must include blanket contractual and completed operations. c. CGL policy will apply as though separate policies have been issued to each insured (“separation of insureds”).
(2) Workers’ Compensation Insurance and Employer’s Liability: PROPERTY OWNER shall maintain Workers Compensation coverage, as required by law. The policy must comply with the requirements of the California Workers’ Compensation Insurance and Safety Act and provide protection in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to PROPERTY OWNER under PROPERTY OWNER's combined insurance policies (including any excess or “umbrella” policies), whichever is greater. If PROPERTY OWNER is self-insured, PROPERTY OWNER must provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations. (3) Automobile Liability: PROPERTY OWNER shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if PROPERTY OWNER does not own automobiles, then PROPERTY OWNER shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit, or (ii) the maximum amount of such insurance available to PROPERTY OWNER under PROPERTY OWNER's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7 Version: July 2020
(4) Pollution (Environmental) Liability: The performance of PROPERTY OWNER's work or service under this Agreement involves handling of hazardous materials, contaminated soil disposal, and/or a risk of accidental release of fuel oil, chemicals or other toxic gases or hazardous materials. PROPERTY OWNER shall procure and maintain Pollution Liability covering PROPERTY OWNER's liability for bodily injury, property damage and environmental damage resulting from pollution and related cleanup costs arising out of the work or services to be performed under this Agreement. Coverage shall be provided for both work performed on site, as well as during the transport of hazardous materials. Such coverage shall be in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to PROPERTY OWNER under PROPERTY OWNER's combined insurance policies (including any excess or “umbrella” policies), whichever is greater. (b) Required Endorsements. PROPERTY OWNER shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:
(1) ALL Policies:
“Waiver of Subrogation” - Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against CITY and CITY's elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers.
(2) ALL policies except Workers Compensation:
a. “Additionally Insured” - The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers are named as additional insureds.
b. “Primary and Non-Contributing” - Insurance shall be primary non-contributing. (c) Subcontractors. PROPERTY OWNER must ensure that each subcontractor is required to maintain the same insurance coverage required under this Section 15, with respect to its performance of work associated with the Improvements, including those requirements related to the additional insureds and waiver of subrogation.
(d) Qualification of Insurers. All insurance required pursuant to this Agreement must be issued by a company licensed and admitted, or otherwise legally authorized to carry out insurance business in the State of California, and each insurer must have a current A.M. Best's financial strength rating of “A” or better and a financial size rating of “VII” or better.
(e) Certificates. PROPERTY OWNER shall furnish CITY with copies of all certificates as outlined herein, whether new or modified, promptly upon receipt. In the event of a claim or legal action, CONSULTANT shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein.

No policy subject to the PROPERTY OWNER's agreement with CITY shall be reduced, canceled, allowed to expire, or materially changed except after thirty (30) days' notice by the insurer to CITY,

8 Version: July 2020
unless due to non-payment of premiums, in which case ten days written notice must be made to CITY.

Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

City of Morgan Hill
Attn: Risk Management
17575 Peak Avenue
Morgan Hill, CA 95037

16. Non-Liability of Officials and Employees of CITY. No official or employee of CITY shall be personally liable for any default or liability under this Agreement.

17. Non-Discrimination. PROPERTY OWNER covenants there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, disability, national origin, or ancestry, in any activity pursuant to this Agreement.

18. Independent Contractor. It is agreed to that PROPERTY OWNER shall act and be an independent contractor, and not an agent or employee of CITY.

19. Compliance with Law. PROPERTY OWNER shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.

20. Right to Inspect and Inspection Fees. PROPERTY OWNER shall at all times maintain proper facilities and provide safe access for inspection for CITY and its employees to all parts of the Improvements.

PROPERTY OWNER shall pay and reimburse CITY for all expenses incurred by CITY for inspecting and checking all work to be performed under the provisions of the Municipal Code or this Agreement. CITY Engineering plan checking and field improvement inspection costs are included in the Department of Public Works Fee Schedule which may be revised from time to time.

21. Conflict of Interest and Reporting. PROPERTY OWNER shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement.

22. Notices. All notices shall be personally delivered or mailed, via first class mail to the below listed addresses. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery. a. Address of PROPERTY OWNER is as follows:

Morgan Hill Multifamily LLC c/o Craig Jones, President
4 Park Plaza
Irvine, CA 92614
b. Address of CITY is as follows: With a copy to:

City Engineer City Clerk
City of Morgan Hill City of Morgan Hill

9 Version: July 2020
17575 Peak Avenue 17575 Peak Avenue
Morgan Hill, CA 95037 Morgan Hill, CA 95037

23. PROPERTY OWNER'S Representations. This Agreement shall include application or items submitted by PROPERTY OWNER to CITY’S Planning Department, Building Department, Planning Commission, and City Council. In the event of any inconsistency between their representations and this Agreement, this Agreement shall govern.

24. Licenses, Permits and Fees. PROPERTY OWNER shall obtain a CITY Business License, all permits, and licenses as may be required by this Agreement.

25. Familiarity with Improvements. By executing this Agreement, PROPERTY OWNER warrants that: (1) it has investigated the work to be performed, (2) it has investigated the site of the Improvements and is aware of all conditions there; and (3) it understands the difficulties and restrictions of the Improvements under this Agreement. Should PROPERTY OWNER discover any conditions materially differing from those inherent in the Improvements or as represented by CITY, it shall immediately inform CITY and shall not proceed, except at PROPERTY OWNER'S risk, until written instructions are received from CITY.

26. Time of Essence. Time is of the essence in the performance of this Agreement.

27. Limitations Upon Subcontracting and Assignment. Neither this Agreement nor any portion shall be assigned by PROPERTY OWNER without prior written consent of CITY.

28. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement.

29. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument.

30. Indemnification. PROPERTY OWNER agrees to protect, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by PROPERTY OWNER, PROPERTY OWNER'S agents, officers, employees, subcontractors, or independent contractors hired by PROPERTY OWNER. The only exception to PROPERTY OWNER'S responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence of CITY. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable.

The policy limits do not act as a limitation upon the amount of indemnification to be provided by PROPERTY OWNER.

31. Modification. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements, oral or written. This Agreement may be modified on provisions waived only by subsequent mutual written agreement executed by CITY and PROPERTY OWNER.

32. California Law. This Agreement shall be construed in accordance with the laws of the State of California. Any action commenced about this Agreement shall be filed in the central branch of the Santa

10 Version: July 2020
Clara County Superior Court.

33. Interpretation. This Agreement shall be interpreted as though prepared by both parties.

34. Preservation of Agreement. Should any provision of this Agreement be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.

35. Agreement Runs With the Land. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the parties. It shall be recorded in the Office of the Recorder of Santa Clara County concurrently with the issuance of the Development Permit and shall constitute a covenant running with the land and an equitable servitude upon the Development real property. / /
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36. Recording. It shall be the responsibility of CITY to cause the executed Agreement to be recorded.

IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
[TWO SIGNATURES ARE REQUIRED FOR CORPORATIONS: (1) CHAIRPERSON OF THE BOARD, PRESIDENT, OR VICE PRESIDENT; AND (2) SECRETARY, ASSISTANT SECRETARY, CHIEF FINANCIAL OFFICER OR ASSISTANT TREASURER.]

EXHIBIT A

IMPROVEMENTS AND

ESTIMATED COSTS OF IMPROVEMENTS
AS OF JANURAY 2020
Quantity Unit Cost Total
Jarvis frontage
4" PCC Sidewalk & Base 5085 SF $5.00 $25,425.00
1" Water Meter 1 EA $493.00 $493.00
8" Water Meter 2 EA $14,990.00 $29,980.00
8" Water main 220 LF $60.00 $13,200.00
Grading - Basin
Excavation and Placement 7630 CY $8.00 $61,040.00
Storm Drain - Basin
4" SD (Perforated PVC) 260 LF $40.00 $10,400.00
18" SD (RCP) 68 LF $55.00 $3,740.00
24" SD (RCP) 60 LF $56.00 $3,360.00
Basin inlet 2 EA $5,000.00 $10,000.00
Basin Overflow Structure 1 EA $5,000.00 $5,000.00
Basin Outlet Structure 1 EA $7,500.00 $7,500.00
Miscellaneous - Basin
Biotreatment Soil - Basin 2620 CY $70.00 $183,400.00
Drain Rock - Basin 1310 CY $50.00 $65,500.00
Total $419,038.00

Performance Bond

Version: December 2017
EXHIBIT “B”

FORM OF PERFORMANCE BOND
(100% of Engineer’s Estimate)
Bond No.:

Premium:

Whereas, the City Council of the City of Morgan Hill, State of California, and ____________________________________________________________ (hereinafter designated as "principal") have entered into an Improvement Agreement:
[ENTER PROPERTY OWNER NAME]
[ENTER APN & ADDRESS]
whereby principal agrees to install and complete certain designated public improvements, which said agreement, dated ___________________, 20_______, and identified as project _________________________, is hereby referred to and made a part hereof; and Whereas, said principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement.

Now, therefore, we, the principal and ___________________________________, as surety, are held and firmly bound unto the City of Morgan Hill, hereinafter called ("City"), in the penal sum of _____________________________________ dollars ($__________) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The Surety's office is located at_________________________, Telephone No.____________; the Surety is licensed to do business in the State of California; and the California Insurance Agent's License No., address, and telephone number are as follows:

License No.:

Address:

Telephone No.: .

The non-resident agent for the Surety, if any, is a party to the transaction:

Name of non-resident agent:

Non-resident agent's office address:

Telephone No.:

The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and

Performance Bond

Version: December 2017
performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications.

Executed this day of 20 .

Principal Principal
By:

Surety
By:

Attorney-in Fact
By:

California Resident Agent
By:

Non-resident Agent - Attorney-in-Fact
APPROVED:

Scott Creer, City Engineer
Date:

APPROVED AS TO FORM:

By:

Donald A. Larkin, City Attorney
Date:
(Acknowledgment on following page.)

Performance Bond

Version: December 2017
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 20__, before me, a Notary Public in and for
said County and State, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 20__, before me, a Notary Public in and for
said County and State, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)

Labor and Material Bond

Version: December 2017
EXHIBIT “C”

FORM OF LABOR AND MATERIAL BOND
(100% of Engineer’s Estimate)
Bond No.:

Premium:

Whereas, the City Council of the City of Morgan Hill, State of California, and [ENTER PROPERTY OWNER NAME] (hereinafter designated as "the principal") have entered into an Improvement Agreement:
[ENTER PROPERTY OWNER NAME]
[ENTER APN & ADDRESS]
whereby the principal agrees to install and complete certain designated public improvements, which agreement, dated ___________________, 20_______, and identified as project ____________________________, is hereby referred to and made a part hereof; and Whereas, under the terms of the agreement, the principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Morgan Hill, hereinafter called "City," to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California.

Now, therefore, the principal and the undersigned as corporate surety, and their successors and assigns are held firmly bound unto City and all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of the agreement and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of _____________________________________ dollars ($__________), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this work or labor, that the surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.

The Surety's office is located at _________________________, Telephone No. __________; the Surety is licensed to do business in the State of California; and the California Insurance Agent's License No., address, and telephone number as follows:

Labor and Material Bond

Version: December 2017
License No.:

Address:

Telephone No.: .

The following non-resident agent, if any, for the Surety is a party to the transaction:

Name of non-resident agent: ,
Non-resident agent's office address:

Telephone No.: .

The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

Executed this day of 20 .

Principal Principal
By:

Surety
By:

Attorney-in Fact
By:

California Resident Agent
By:

Non-resident Agent - Attorney-in-Fact
APPROVED:

Scott Creer, City Engineer
Date:

APPROVED AS TO FORM:

By:

Donald A. Larkin, City Attorney
Date:
(Acknowledgment on following page.)

Labor and Material Bond

Version: December 2017
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 20__, before me, a Notary Public in and for
said County and State, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 20__, before me, a Notary Public in and for
said County and State, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)

Warranty Bond

Version: April 2019
EXHIBIT “D”

FORM OF WARRANTY BOND
(50% of Cost of Construction)
Bond No.:

Premium:

Whereas, the City Council of the City of Morgan Hill, State of California (hereinafter designated as “City”), and ______________________________________________________ (hereinafter designated as “Principal”) have entered into an Improvement Agreement (hereinafter “Agreement”):
[ENTER PROPERTY OWNER NAME]
[ENTER APN & ADDRESS]
whereby the Principal agrees to install and complete certain designated public improvements (hereinafter “Improvements”), which said Agreement, dated ___________________, 20_______, and identified as project ____, is hereby referred to and made a part hereof; and Whereas, under the terms of said Agreement, the Principal is required to furnish a bond to guarantee and warrant the work required by said Agreement for a period of one year following the completion and acceptance by the City of the Improvements, against any defective work or labor performed, or defective materials furnished by Principal.

Now, therefore, we, the Principal and _________________________ as Surety, are held and firmly bound unto the City of Morgan Hill in the penal sum of _________________ dollars ($____) for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

If Principal faithfully carries out and performs its guarantee and warranty under the Agreement, and, on due notice from City, repairs and make good at its sole expense any and all defects in materials and workmanship in the Project which are discovered during the Warranty Period, or if Principal promptly reimburses City for all loss and damage that City sustains because of Principal’s failure to makes such repairs in accordance with the Agreement requirements, then Surety’s obligations under this Bond will be null and void. Otherwise, Surety’s obligations will remain in full force and effect.

Surety waives the provisions of Civil Code Sections 2819 and 2845. Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

Warranty Bond

Version: April 2019
Any notice to Surety may be given in the manner specified in the Agreement and delivered or transmitted to Surety as follows:

Attn: _______________________________
Address: ____________________________
City/State/Zip: ________________________
Phone: _____________________________
Fax: _______________________________
Email: ______________________________
This Bond will be governed by California law, and the venue for any dispute pursuant to this Bond will be in the Superior Court of Santa Clara County, and no other place. Surety will be responsible for City’s attorneys’ fees and costs in any action to enforce the provisions of this Bond.

In witness whereof, this instrument has been duly executed by the principal and surety above named.

SURETY: Principal:

Date: _____________________ Date: _____________________ s/ _________________________ s/ _________________________ Name: _____________________ Name: _____________________ Title: ______________________ Title: ______________________ (Attach Acknowledgment with Notary
Seal and Power of Attorney)
APPROVED AS TO FORM:

By:____________________________ Date:__________________________ Donald A. Larkin, City Attorney

Warranty Bond

Version: April 2019
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 20__, before me, a Notary Public in and for
said County and State, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Santa Clara
On 20__, before me, a Notary Public in and for
said County and State, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)

________________________
version 07.01.18 std

FEE SCHEDULE LOCKED BY DA

3. MULTI-FAMILY IS DEFINED AS ANY UNIT WITH TWO BEDROOMS OR LESS.

SINGLE FAMILY IS DEFINED AS ANY UNIT WITH 3 BEDROOMS OR MORE. 396 Apartments (Multi -Family Units)
GRD2021-0001
ENGR PWPR #
(write Initials below)

RDA SEWER ALLOCATION
COMPLETED BY:

CHECK APPLICABLE SCENARIO BELOW

CHARLIE HA
NOTES:

PROJECT DESCRIPTION FEE SCHEDULE EXPIRATION DATE PHONE NUMBER

ENGINEERING GRADING FEE
PWPR2020-0007

CITY OF MORGAN HILL PUBLIC WORKS DEPARTMENT
17575 Peak Avenue Morgan Hill CA 95037 - Office (408)778-6480 Fax (408)779-7236 2/5/2022 Morgan Hill Multifamily LLC

CITY, STATE, ZIP CODE
NAME
4 Park Plaza

MAILING ADDRESS
Irvine California
DATE

TRACT / APN

ADDRESS / LOT
Butterfield Village Apartments
Jarvis and Sutter
PER RESOLUTION 5902,
EFFECTIVE JULY 1, 2006
AND PER RESOLUTION 5592,
INCREASED JANUARY 15, 2009
AND PER RESOLUTION 6082,
EFFECTIVE FEBRUARY 5, 2007
**SEE BACK PAGE FOR ADDITIONAL FEE

RESOLUTIONS
FEE SCHEDULE: 07.01.2018

CALCULATED BY

CHARLIE HA

CHECKED BY

SEWER IMPACT FEES WITHIN RDA BOUNDARY

1. PRESSURE REGULATORS ARE REQUIRED ON ALL WATER SERVICES.

2. BACKFLOW PREVENTORS ARE REQUIRED ON ALL NON-RESIDENTIAL WATER SERVICES & FIRE SPRINKLER SERVICES. BACKFLOW INSPECTION FEE SHALL BE PAID PRIOR TO INSPECTION.

N/A

DATE BLD PERMIT ISSUED

SEWER IMPACT FOR COMMERCIAL & INDUSTRIAL PROJECTS
TEMPORARILY ADJUSTED TO $0 EFFECTIVE 02/05/07 PER RES# 6082.

SEWER IMPACT FOR SINGLE-FAMILY AND MULTI-FAMILY RESIDENTIAL TEMPORARILY ADJUSTED TO $0 EFFECTIVE 02/05/07.
** BOTH NORMAL FEES AND ADJUSTED FEES ARE SUBJECT
TO ANNUAL CPI INCREASES.

N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 - Butterfield Village Engineering Grading Fees - v2022v2 1

1″ x 1 = $493 1 Side $70 /LF x 0 LF = $0
1 ½″ x 0 = $0 2 Sides $39 /LF x 1036 LF = $40,404
8″ x 2 = $29,980 Pubilc funds used to for public improvements on Jarvis x = $0
a) Residential
$30,473 $14,753 /DU x DU = $0
$12,486 /DU x DU = $0
x 3 Each = $198 $50.51 /GPD x GPD = $0
$50.51 /GPD x GPD = $0
x = $0
1 Side $70 x 0 LF = $0
2 Sides $39 x 1036 LF = $40,404
Pubilc funds used to for public improvements on Jarvis $14,680 /DU x DU = $0 $12,424 /DU x DU = $0
a) Residential $50.51 /GPD x GPD = $0
$3,770 /DU x DU = $3,770 (Commercial & Industrial)
(Single Family)
$3,401 /DU x 0 DU = $0 = $0
(Multi Family)
= $40,404
b) Commercial & Industrial
(Includes Landscape Service)
$10,701 /AC x 0 AC = $0
x = $0
1 Side $116 /LF x 0 LF = $0
= $3,770 2 Sides $57 /LF x 1036 LF = $59,052
Pubilc funds used to for public improvements on Jarvis
= $74,845
$4,002 /DU x DU = $0
(Single Family)
*ENGINEERING ESTIMATE: $2,081 /DU x DU = $824,076
DATE ENGINEERING EST. SUBMITTED: 3/20/2020 (Multi Family) $43,581 /ACRE x AC = $0

13.3% $1 to $100,000 = $13,300 (Commercial & Office)

11.8% $100,001 to $200,000 = $11,800 $31,730 /ACRE x AC = $0

10.3% $200,001 to $500,000 = $30,900 (Industrial)

8.8% OVER $500,000 = $51,626
= $107,626
= $10,000 x = $0
= $97,626 = $824,076
*Grading cost @ $966,738 and public improvements @ $119,925 = $883,128
LONG RANGE PLANNING FEE (15% of E&I) = $16,144
(Auth: Res. #5592 apprv'd 8.21.02, Amdd by Res. 6326 4.28.10, Increased 01.15.18)

STORM DRAIN FEE TOTALS
$0

SUBTOTAL
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) 0 396
0 SUBTOTAL

9. STORM DRAIN IMPACT FEE:
651-37648
0 5A. LONG RANGE PLANNING FEE:

WATER CREDITS
0 (Authority: Res. #5658 approved 03.19.03, Updated 07.01.18)

STORM CREDITS

SUBTOTAL
(Authority: Res. #5902 approved 05.04.05, Updated 07.01.09) $1,086,663
(Minimum $500.00):

5. ENGINEERING & INSPECTION FEE: 206-38734
0 0
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18)

ENGINEERING FEE TOTAL
207-37912
$0

SEWER CREDITS
STORM DRAIN FEES:

SEWER FEE TOTALS
(Auth: Res. #5592 approved 08.21.02, Increased 01.15.18) $0

WATER FEE TOTALS
$1,737
*8" water meter @ $14,805 with MXU Radio Read @ #185 = $14,990 7. SEWER IMPACT FEE:
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) 641-37648
$66
SUBTOTAL =
(Single Family)
b) Commercial & Industrial
0 RDA ASSUMED SEWER OBLIGATION
0 0

4. WATER IMPACT FEE:
$14,990

8. STORM DRAIN FRONTAGE CHARGE:

WATER FEES: SEWER FEES:
640-37663
(Single Family)
304-37663
303-37648
(Auth: Res. #6082 approved 02.05.07 &
Res. #5592 approved 08.21.02, Increased 01.15.18).
0 (Multi Family)

ENGINEERING FEE

DEPOSIT PAID
% APPLIES TO ENGINEER'S ESTIMATE
0 0
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) $493

2. BACKFLOW CONST. INSPECTION: 650-37859

3. WATER FRONTAGE CHARGE: 650-37663

1. METER DEPOSIT: 650-37672 6. SEWER FRONTAGE CHARGE:
$0 0

METER CREDITS
(Multi Family)
0 N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 - Butterfield Village Engineering Grading Fees - v2022v2 2

1 Side $730 x 0 LF = $0 PARCEL MAP: = $0
2 Sides $368 x 0 LF = $0 TRACT MAP: = $0
LOT LINE ADJ/MERGER: = $0
$5,594 /DU x 0 DU = $0
$798 /DU x DU = $0
$4,067 /DU x 0 DU = $0 (Single Family)
$771 /DU x DU = $0
$5,390 /DU x 0 DU = $0 (Multi Family)
$1,733 /ACRE x AC = $0
$3,923 /DU x 0 DU = $0 (Commercial)
$2,427 /ACRE x AC = $0
(Industrial)
x 0 EACH = $0 x = $0
= $0
x = $0
= $0
$123 /DU x DU = $0
(Single Family)
$117 /DU x DU = $0
$1,938 /DU x 0 DU = $0 (Multi Family)
$1,612 /ACRE x AC = $0
$1,202 /DU x 0 DU = $0 (Commercial)
$1,612 /ACRE x AC = $0
$1,938 /PHT x 0 PHT = $0 (Industrial)
$1,938 /PHT x 0 PHT = $0
x = $0
= $0
x = $0
= $0
$533 /DU x DU = $0
(Single Family)
$513 /DU x DU = $0
$2,054 /DU x 0 DU = $0 (Multi Family)
$1,173 /ACRE x AC = $0
$1,979 /DU x 0 DU = $0 (Commercial)
$1,642 /ACRE x AC = $0
(Industrial)
x = $0
x = $0
= $0
= $0
$214 /DU DU = $0
$3,810 /DU x DU = $0
$1,496 /AC AC = $0 (Single Family)
$3,343 /DU x DU = $0
(Multi Family)
x = $0
PUBLIC FACILITIES FEE TOTAL = $0

13. LIBRARY IMPACT FEE: 348-37648
(Single Family)
(Multi Family)
(Auth: Res. #5837 apprv'd 09.01.04,Amdd by Res. 6326 4.28.10, Increased 01.15.18)

LIBRARY FEE TOTAL

TRAFFIC CREDITS

18. PUBLIC FACILITIES IMPACT FEE:

PUBLIC FACILITIES CREDITS
(Auth: Res. #5592 apprv'd 8.21.02, Amdd by Res. 6326 4.28.10, Increased 01.15.18)

PUBLIC FACILITIES CREDITS
$0 0
$0
347-37648
(Multi Family)
0 0
0 0
$0 0

PUBLIC FACILITIES FEE TOTAL

14. BURROWING OWL MITIGATION: 232-38145

FIRE FEE TOTAL

FIRE CREDITS
$0 0
0 0
313-37648
0 0
PARK FEE TOTAL (Auth: Res. #6671 approved 07.17.13, Increased 01.15.18) 309-37648

POLICE FEE TOTAL
0 POLICE CREDITS
0 16. POLICE IMPACT FEE: 311-37648

10. UNDERGROUNDING UTILITIES: 350-37649
$8,111
0 TRAFFIC FEE TOTAL
$0

PARK CREDITS

LIBRARY CREDITS
0 17. FIRE IMPACT FEE:
(Authority: Res. #5765 approved 01.21.04, Increased 07.01.18) 0 (Residential)
(Commercial/Industrial)
0 $0 0
0 (Multi Family - Sub)
(Multi Family - No Sub)
(Commercial)
(Single Family)
11a. PARK IMPACT FEE: 301-37648
(Auth: Res. #5686 apprv'd 06.18.03, Amdd by Res. 6326 4.28.10, Increased 01.15.18) 15a. MAP CHECK FEE: 206-38716
(Auth: Res. #15-152 approved 06.17.15 &
Res. #5592 approved 08.21.02, Increased 01.15.18).
$0
$0 0
0 (Single Family - No Sub)
(Single Family - Sub)
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) $5,146
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) (Auth: Res. #5592 apprv'd 8.21.02, Amdd by Res. 6326 4.28.10, Increased 01.15.18) $2,843
11b. PARK MAINTENANCE DEV. FEE: 302-37649
(Industrial)

12. TRAFFIC IMPACT FEE:

20. COMMNTY/REC CTRS IMPACT FEE: 360-37648
(Auth: Res. #15-152 apprv'd 8.17.15, increased 01.15.18) 0 0
N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 - Butterfield Village Engineering Grading Fees - v2022v2 3

= $2,846 = $119,168
= $2,541 =
= $2,541 =
= $12,695 = $1,251,938
= $20,623
Right of way Fee (Deferred for public improvements) ***Total Butterfield Boulevard RDA right-of-way fee at $3,345 per acre x $65,228 ***Project may be issued credit for out Tract frontage improvements other street/sidewalk improvements along Butterfield Blvd or other pubic improvements TBD by City Engineer.

Jarvis Improvements***** cost/feet cost
Curb and Gutter with 6" AB $24.00 x = $24,864.00
4" AC/8"AB (20 feet wide) $64.00 x = $66,304.00
Electroliers, Curb Inlets, striping = $28,000.00
*****Jarvis improvements where constructed using public funds. $119,168.00 Public Easement Review
SWRMP
1,036
1,036
frontage in feet
Fee/acre No. of acres
$3,345 19.5
Jarvis Improvement Cost (346-37649)
**OTHER FEE RESOLUTIONS:

RESOLUTION 5006, EFFECTIVE 07.03.1996
RESOLUTION 5128, EFFECTIVE 01.05.1998
RESOLUTION 5658, EFFECTIVE 03.19.2003
RESOLUTION 5686, EFFECTIVE 08.18.2003
RESOLUTION 5765, EFFECTIVE 01.21.2004
RESOLUTION 5837, EFFECTIVE 10.18.2004
RESOLUTION 6080, EFFECTIVE 01.17.2007
RESOLUTION 6133, EFFECTIVE 12.05.2007
RESOLUTION 6326, EFFECTIVE 04.28.2010
RESOLUTION 6671, EFFECTIVE 09.16.2013

TOTAL FEES
Notes & Comments: PER THE PROJECT DEVELOPMENT AGREEMENT - FEES ARE FIXED TO THIS FEE SCHDULE OTHER:
(206-38737)
(232-37688)
Street ROW Review
(206-38734)
(206-38737)

19. MISC FEE
SWPPP City Inspections 6 months TOTAL FEES DUE
N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 - Butterfield Village Engineering Grading Fees - v2022v2 4

________________________
version 07.01.18 std

SEWER IMPACT FOR COMMERCIAL & INDUSTRIAL PROJECTS
TEMPORARILY ADJUSTED TO $0 EFFECTIVE 02/05/07 PER RES# 6082.

SEWER IMPACT FOR SINGLE-FAMILY AND MULTI-FAMILY RESIDENTIAL TEMPORARILY ADJUSTED TO $0 EFFECTIVE 02/05/07.
** BOTH NORMAL FEES AND ADJUSTED FEES ARE SUBJECT
TO ANNUAL CPI INCREASES.

CALCULATED BY

CHARLIE HA

CHECKED BY

SEWER IMPACT FEES WITHIN RDA BOUNDARY

1. PRESSURE REGULATORS ARE REQUIRED ON ALL WATER SERVICES.

2. BACKFLOW PREVENTORS ARE REQUIRED ON ALL NON-RESIDENTIAL WATER SERVICES & FIRE SPRINKLER SERVICES. BACKFLOW INSPECTION FEE SHALL BE PAID PRIOR TO INSPECTION.

TBD

CHECK APPLICABLE SCENARIO BELOW DATE BLD PERMIT ISSUED

RDA SEWER ALLOCATION
COMPLETED BY:

CITY OF MORGAN HILL PUBLIC WORKS DEPARTMENT
17575 Peak Avenue Morgan Hill CA 95037 - Office (408)778-6480 Fax (408)779-7236 1/20/2022 Morgan Hill Multifamily LLC

CITY, STATE, ZIP CODE
NAME
4 Park Plaza

MAILING ADDRESS
Irvine California
DATE

TRACT / APN

ADDRESS / LOT
Butterfield Village Apartments
Jarvis and Sutter
PER RESOLUTION 5902,
EFFECTIVE JULY 1, 2006
AND PER RESOLUTION 5592,
INCREASED JANUARY 15, 2009
AND PER RESOLUTION 6082,
EFFECTIVE FEBRUARY 5, 2007
**SEE BACK PAGE FOR ADDITIONAL FEE

RESOLUTIONS
FEE SCHEDULE: 07.01.2018
Estopple Certificate Fees
PWPR2020-0007

CHARLIE HA
NOTES:

PROJECT DESCRIPTION FEE SCHEDULE EXPIRATION DATE PHONE NUMBER

FEE SCHEDULE LOCKED BY DA

3. MULTI-FAMILY IS DEFINED AS ANY UNIT WITH TWO BEDROOMS OR LESS.

SINGLE FAMILY IS DEFINED AS ANY UNIT WITH 3 BEDROOMS OR MORE. 396 Apartments (Multi -Family Units)
GRD2021-0001
BUILDING PERMIT #
(write Initials below)
N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 Butterfield Village Estople Fees v2022 1

1″ x 0 = $0 1 Side $70 /LF x 0 LF = $0
1 ½″ x 0 = $0 2 Sides $39 /LF x 0 LF = $0
2″ x 0 = $0
= $0
x = $0
a) Residential
$0 $14,753 /DU x DU = $0
$12,486 /DU x DU = $0
x 0 Each = $0 $50.51 /GPD x GPD = $0
$50.51 /GPD x GPD = $0
x = $0
1 Side $70 x 0 LF = $0
2 Sides $39 x 0 LF = $0
$14,680 /DU x DU = $0
$12,424 /DU x DU = $0
a) Residential $50.51 /GPD x GPD = $0
$3,770 /DU x 0 DU = $0 (Commercial & Industrial)
(Single Family)
$3,401 /DU x 0 DU = $0 = $0
(Multi Family)
= $0
b) Commercial & Industrial
(Includes Landscape Service)
$10,701 /AC x 0 AC = $0
x = $0
1 Side $116 /LF x 0 LF = $0
= $0 2 Sides $57 /LF x 0 LF = $0
= $0
$4,002 /DU x DU = $0
(Single Family)
ENGINEERING ESTIMATE: $2,081 /DU x DU = $0
DATE ENGINEERING EST. SUBMITTED: (Multi Family)
$43,581 /ACRE x AC = $0

13.3% $1 to $100,000 = $0 (Commercial & Office)

11.8% $100,001 to $200,000 = $0 $31,730 /ACRE x AC = $0

10.3% $200,001 to $500,000 = $0 (Industrial)

8.8% OVER $500,000 = $0
= $0
= $0 x = $0
= $0 = $0
= $0
LONG RANGE PLANNING FEE (15% of E&I) = $0
0 0
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) $493

2. BACKFLOW CONST. INSPECTION: 650-37859

3. WATER FRONTAGE CHARGE: 650-37663

1. METER DEPOSIT: 650-37672 6. SEWER FRONTAGE CHARGE:
$493 0

METER CREDITS
(Multi Family)
0 8. STORM DRAIN FRONTAGE CHARGE:

WATER FEES: SEWER FEES:
640-37663
(Single Family)
304-37663
303-37648
$66
SUBTOTAL =
(Single Family)
b) Commercial & Industrial
0 RDA ASSUMED SEWER OBLIGATION
0 0
(Auth: Res. #6082 approved 02.05.07 &
Res. #5592 approved 08.21.02, Increased 01.15.18).
0 (Multi Family)

7. SEWER IMPACT FEE: 641-37648
$0 0

WATER FEE TOTALS

4. WATER IMPACT FEE:
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) $2,134
$1,737
3" or larger-Time & Material + Meter Cost
0 (Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) (Authority: Res. #5658 approved 03.19.03, Updated 07.01.18)

ENGINEERING FEE

DEPOSIT PAID
% APPLIES TO ENGINEER'S ESTIMATE

ENGINEERING FEE TOTAL
207-37912
$0
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18)

STORM CREDITS
$0
(Auth: Res. #5592 approved 08.21.02, Increased 01.15.18)

SUBTOTAL
(Authority: Res. #5902 approved 05.04.05, Updated 07.01.09) $0
(Minimum $500.00):

5. ENGINEERING & INSPECTION FEE: 206-38734

WATER CREDITS

SEWER CREDITS
STORM DRAIN FEES:

SEWER FEE TOTALS
0 651-37648
0 5A. LONG RANGE PLANNING FEE:

SUBTOTAL
0 0
0 SUBTOTAL
(Auth: Res. #5592 apprv'd 8.21.02, Amdd by Res. 6326 4.28.10, Increased 01.15.18)

STORM DRAIN FEE TOTALS

9. STORM DRAIN IMPACT FEE:

N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 Butterfield Village Estople Fees v2022 2

1 Side $730 x 0 LF = $0 PARCEL MAP: = $0
2 Sides $368 x 0 LF = $0 TRACT MAP: = $0
LOT LINE ADJ/MERGER: = $0
$5,594 /DU x 0 DU = $0
$798 /DU x DU = $0
$4,067 /DU x 0 DU = $0 (Single Family)
$771 /DU x DU = $0
$5,390 /DU x 0 DU = $0 (Multi Family)
$1,733 /ACRE x AC = $0
$3,923 /DU x 0 DU = $0 (Commercial)
$2,427 /ACRE x AC = $0
(Industrial)
x 0 EACH = $0 x = $0
= $0
x = $0
= $0
$123 /DU x DU = $0
(Single Family)
$117 /DU x DU = $0
$1,938 /DU x 0 DU = $0 (Multi Family)
$1,612 /ACRE x AC = $0
$1,202 /DU x 0 DU = $0 (Commercial)
$1,612 /ACRE x AC = $0
$1,938 /PHT x 0 PHT = $0 (Industrial)
$1,938 /PHT x 0 PHT = $0
x = $0
= $0
x = $0
= $0
$533 /DU x DU = $0
(Single Family)
$513 /DU x DU = $0
$2,054 /DU x 0 DU = $0 (Multi Family)
$1,173 /ACRE x AC = $0
$1,979 /DU x 0 DU = $0 (Commercial)
$1,642 /ACRE x AC = $0
(Industrial)
x = $0
x = $0
= $0
= $0
$214 /DU DU = $0
$3,810 /DU x DU = $0
$1,496 /AC AC = $0 (Single Family)
$3,343 /DU x DU = $0
(Multi Family)
x = $0
= $0

20. COMMNTY/REC CTRS IMPACT FEE: 360-37648
(Auth: Res. #15-152 apprv'd 8.17.15, increased 01.15.18) 0 0

PUBLIC FACILITIES CREDITS
$0 0
$0
(Industrial)
11b. PARK MAINTENANCE DEV. FEE: 302-37649

12. TRAFFIC IMPACT FEE:
(Single Family - Sub)
(Single Family - No Sub)
$8,111
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) $5,146
(Authority: Res. #5658 approved 03.19.03, Updated 07.01.18) (Auth: Res. #5592 apprv'd 8.21.02, Amdd by Res. 6326 4.28.10, Increased 01.15.18) $2,843
(Single Family)
0 TRAFFIC FEE TOTAL
$0

PARK CREDITS

LIBRARY CREDITS
0 17. FIRE IMPACT FEE:
(Authority: Res. #5765 approved 01.21.04, Increased 07.01.18) 0 (Residential)
(Commercial/Industrial)
0 $0 0
(Auth: Res. #5837 apprv'd 09.01.04,Amdd by Res. 6326 4.28.10, Increased 01.15.18)

13. LIBRARY IMPACT FEE: 348-37648
(Single Family)
(Multi Family)

POLICE FEE TOTAL
11a. PARK IMPACT FEE: 301-37648
0 (Multi Family - Sub)
(Multi Family - No Sub)
(Auth: Res. #5686 apprv'd 06.18.03, Amdd by Res. 6326 4.28.10, Increased 01.15.18) 15a. MAP CHECK FEE: 206-38716
347-37648

TRAFFIC CREDITS
(Multi Family)
(Commercial)

PARK FEE TOTAL
(Auth: Res. #15-152 approved 06.17.15 &
Res. #5592 approved 08.21.02, Increased 01.15.18).
$0
$0 0
0 0

POLICE CREDITS
0 16. POLICE IMPACT FEE: 311-37648

10. UNDERGROUNDING UTILITIES: 350-37649
309-37648

PUBLIC FACILITIES FEE TOTAL

FIRE FEE TOTAL

18. PUBLIC FACILITIES IMPACT FEE:

PUBLIC FACILITIES CREDITS

FIRE CREDITS
$0 0
0 0
313-37648
0 0
(Auth: Res. #6671 approved 07.17.13, Increased 01.15.18) (Auth: Res. #5592 apprv'd 8.21.02, Amdd by Res. 6326 4.28.10, Increased 01.15.18) 0 0
0 0
$0 0

PUBLIC FACILITIES FEE TOTAL

14. BURROWING OWL MITIGATION: 232-38145

LIBRARY FEE TOTAL
N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 Butterfield Village Estople Fees v2022 3

School Pedestrian Safety = $64,000 = $0
= $127,608 = $0
= $127,608 = $0
= $127,608 = $446,824
= $446,824
LED Streetlight Fund (010-37722)
Stormwater Impovements
Fees due are per Estoppel Certificate – Residential Development Agreement for the lands of Butterfield Village.

See attached Estopple (non - executed).

OTHER:
(346-37649)
(346-37649)
Water Infrastructure
(355-37655)
(346-37649)

19. RDCS MEASURE C FEES:

TOTAL FEES DUE
WasteWater Infrastructure
**OTHER FEE RESOLUTIONS:

RESOLUTION 5006, EFFECTIVE 07.03.1996
RESOLUTION 5128, EFFECTIVE 01.05.1998
RESOLUTION 5658, EFFECTIVE 03.19.2003
RESOLUTION 5686, EFFECTIVE 08.18.2003
RESOLUTION 5765, EFFECTIVE 01.21.2004
RESOLUTION 5837, EFFECTIVE 10.18.2004
RESOLUTION 6080, EFFECTIVE 01.17.2007
RESOLUTION 6133, EFFECTIVE 12.05.2007
RESOLUTION 6326, EFFECTIVE 04.28.2010
RESOLUTION 6671, EFFECTIVE 09.16.2013

TOTAL RDCS MEASURE C FEES
Notes & Comments:

N:\PROJECTS\DEVELOP\PWPR 2020-0007 Jarvis - Butterfield Village Apartments\Fees\01 PW FEES 07.01.18 Butterfield Village Estople Fees v2022 4

11 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Matthew Mahood, Economic Development Director
APPROVED BY: City Manager

APPROVE THE CONSULTANT AGREEMENT WITH CIVITAS
ADVISORS IN THE AMOUNT NOT TO EXCEED $64,500 FOR THE

FORMATION OF MORGAN HILL DOWNTOWN PROPERTY BUSINESS

IMPROVEMENT DISTRICT (MHDPBID) AND DIRECT THE CITY

MANAGER TO SIGN THE PETITION IN SUPPORT OF THE

DOWNTOWN PBID FORMATION

RECOMMENDATION(S)

1. Approve and authorize the City Manager to execute and administer a consulting agreement with Civitas Advisors not to exceed $64,500 to form a Morgan Hill Downtown Property Business Improvement District (MHDPBID); and

2. Direct the City Manager to sign the MHDPBID petition indicating the City’s support of the PBID formation.

Estimated Time:

COUNCIL PRIORITIES, GOALS & STRATEGIES
2020-2021 Strategic Priorities
Fiscal Sustainability
Economic Development
Guiding Documents
Morgan Hill 2035 General Plan
Economic Blueprint
Morgan Hill Downtown Specific Plan
REPORT NARRATIVE:

POLICY CONSIDERATION
Should the City Council collaborate with Downtown property owners to develop a Property Business Improvement District (PBID) to create a funding mechanism for Downtown property owners to help pay for enhanced safety, maintenance, marketing, and other beautification enhancements in Downtown?

11 PROJECT SUMMARY
On January 19, 2022, the City Council directed staff to bring forward a consulting contract to implement a Property Based Improvement District (PBID) for Downtown.

This action is consistent with the City’s Economic Blueprint work program and the Covid-19 Business Recovery Plan. In November and December 2021, City staff engaged Downtown property owners to gauge interest in a Downtown PBID formation.

A survey of needs and wants has identified the top issues property owners would like to see addressed, including safety, maintenance, and beautification (Attachment A). The City of Morgan Hill is the largest property owner in Downtown, with just more than 40% of the real estate. As such, the City would also contribute to the PBID for enhanced services. The benefit of the PBID to the City is that the cost of enhanced services is shared with other property owners, instead of the City being the single entity responsible for maintenance, security, and other improvements. The City must continue to provide the current level of basic services, but it is possible that the PBID can fund certain improvements and enhancements that the City has considered on a one-time or pilot sort of basis. These activities include the twinkle lights, the MHPD Ambassador Cadet program and special events. A PBID can generate a sustainable funding source for the growing Downtown District while actively involving the property owners who benefit from the District’s success to take an active role in its management and activation. Staff proposes that Council authorize the City Manager to execute and administer a consulting agreement with Civitas Advisors not to exceed $64,500 to form a Morgan Hill Downtown Property Business Improvement District (MHDPBID). Staff requested proposals for the PBID and received two proposals, one from Civitas and one from NBS. Civita’s proposal was the lowest proposal. Civitas has helped more than 150 clients develop tourism, business, and property districts. City staff have walked through the Civitas proposal in detail and have a good understanding of both the consultant roles and responsibilities and the expectations of City staff. The City of Morgan Hill recently contracted with Civitas to complete the Tourism Property Based Improvement District (TBID).

PBIDs
Property Business Improvement Districts (PBIDs) are special benefit assessment districts that provide enhanced maintenance, public safety, beautification, and economic development programs above and beyond the City’s basic level of services. The enhanced services benefit the district and the properties within the district, resulting in higher property values, sales and tax revenues. These assessment districts help sustain the growing needs of a special district and spread the cost of enhanced services across the various property owners.

The City Council can establish a PBID after the owners of the district have indicated their support (or lack of opposition) for the PBID via a petition and a ballot or protest proceeding. Services and improvements are generally provided by a nonprofit organization, often called an "owners’ association," which is under contract to the city.

The owners’ association prepares an annual report, which is used by the city as the basis for annual decision making.

The entirety of the capital cost of public improvement, the maintenance, and operation

11 expenses of the PBID shall be directly proportionate to the proposed annual levy and in relationship to benefits to the individual properties within the district.

BACKGROUND
In 2006, the City of Morgan Hill worked with the Downtown property owners to establish a Property Based Improvement District (PBID). In 2011, the PBID was renewed for an additional five years, after receiving approval by the Downtown commercial property owners. The PBID assessments were used to fund capital improvements, pedestrian security and safety, economic development, marketing, and to support public policy and advocacy. The PBID supported many efforts, including the installation of the Downtown speaker system, flower baskets, benches, flags, production of marketing materials, Downtown events, and provided advocacy for improving lighting, streets, promoting outdoor dining and retail, street banners, and new trash and recycle bins.

The City Council entered into an Agreement with the Morgan Hill Downtown Property Business Improvement District (MHDPBID), for the operation and administration of the District, including administration of the funds generated from the annual assessments of the Downtown properties. That Agreement was renewed annually with the Council’s review and approval of the PBID’s Annual Assessment Report, as required by State Law, which included the proposed budget, annual assessment, and work program for the following year. The MHPBID Board was comprised of seven members, of which three positions were voting member positions. The remaining four positions included one representative from the City, one representative from the Downtown Association, and two honorary members – all feedback-driven and non-voting positions. After six years, the Council terminated the PBID management agreement in July 2013 due to a lapse in the tax-exempt corporation status.

The State of California requires that the City contract with a non-profit organization for the management of a Business Improvement District, and therefore, the City could no longer be under contract with the MHDPBID for the management of the PBID.

Additionally, the MHDPBID had significant liability on past-due taxes as a result of their lack of tax-exempt status. The tax liability has been resolved and the non-profit was dissolved.

PBID Formation Process
To create a new Downtown PBID, the City proposes contracting with Civitas, who specializes in the formation of Business Districts, and who created the City’s most recent Tourism Based Improvement District (TBID) and proved to offer the lowest bid for the PBID. The PBID formation requires the following steps:

Step One: Initiation and Structure. Civitas will work with the City to identify the respective roles of all parties in the process, review potential parameters, and clarify the desired goals of the MHDPBID. This step includes identification of the Steering Committee, database, and district boundary development.

Step Two: Consensus Building & Education. Outreach efforts are undertaken in this step to connect with property owners. This step includes Budget Development that

11 articulates the detailed costs required to provide services desired by the PBID stakeholders. In this step, Civitas will work with the steering committee to identify the assessment formula, estimating the per parcel/property assessment amount.

Step three: Management District Plan Development. Civitas will draft the Management District Plan which governs the District. In this step, an Engineer’s Report is prepared supporting the assessment required.

Step Four: Plan Review & Consensus. Civitas will submit the draft Management District Plan to the steering committee, stakeholders, and the City for review, and make changes as necessary. In addition, Civitas will plan for the property owner petition drive, balloting process, as well as the public hearing process.

Step Five: Petition Preparation & Collection. Civitas will draft the petition and prepare an electronic version of the petition, which requires signatures of property owners totaling fifty percent (50%) of the entire assessment amount weighted by assessments paid.

Step Six: City Council Hearing & Ballot. Civitas will prepare ballots, Resolution of Intention, assist in final ballot tabulation and participate in City Council hearing.

Step Seven: Corporation Formation. Civitas will assist in the forming of a new non-profit corporation to serve as the MHPBID’s Owners’ Association, assist with document preparation and filing, including all forms to secure nonprofit tax-exempt status.

City Role in PBID
The City of Morgan Hill plays two distinct roles in the formation and adoption of a PBID.

First, they act as the governing body which adopts the resolution for the PBID to be enacted after a successful vote of the property owners, collects the assessment for distribution to the district and administers the collection of the assessment. Second, they act as a property owner/stakeholder.

As administrators of the District, the City should ensure this new effort has better checks and balances, and accountability on the non-profit administering the MHPBID. Further, the City may choose to ensure adequate City representation is included in the MHPBID managing board, similar to the City’s Visit Morgan Hill Board/TBID.

As a property owner, the City has the ability to participate in the formation of the District.

As the largest property owner and contributor to the District, the City may choose to ensure the services provided by the PBID are also in alignment with the City’s vision for Downtown.

CONCLUSION
The City of Morgan Hill provides basic maintenance and repair in the Downtown district.

The City’s aging landscape infrastructure, new city parks, and new parking garage, demand more attention. Additionally, an increase in use and visitor trips will cause even greater wear. Outdoor dining requires enhanced sidewalk cleaning and more consistent litter abatement. Over the years, the City has supported Downtown with one-time or

11 annual additional services such as the twinkle lights, funding support for special events such as Safe Trick-or-Treat or the addition of the Morgan Hill Police Department Ambassador Cadet Program. These services are not part of the on-going, basic level of services and are offered as funding is available. The City can elect to pass on these costs to the PBID, as well as fund additional enhancements. Over the course of the two months of surveys, business visits, working group meetings, Downtown residents' night, town halls, walking tours and partner presentations, the Community has expressed a list of potential improvements to the Downtown Corridor. They include:
 Enhanced Street and Sidewalk Cleaning
 Enhanced Security (more policing)
 Enhanced Landscape Maintenance
 Managing Parking
 Improving Side Street Lighting
 Adding Roofline Lighting
 Maintaining Tree Twinkle Lighting
 De-cluttering Sidewalks
 New Directional/Wayfinding Signage
 Decluttering of sidewalks by removing damaged or decaying planters and benches
 Replacing Black Locust Trees
 Adding Holiday Decorations and Activities
 Adding Art Installations and Murals
 Increase Downtown Destination Marketing
 Create New Events or Programs
 Support Capital Improvements
 Other
The recent conversation regarding the Monterey Road Lane Reduction, Place-Branding and Beautification project, identified ways to make Downtown a destination, create opportunities for programming and activation, create gathering spaces for the community, support business recovery, add interest and create culture. Many of the programs and projects listed above go well beyond what would normally be funded by a local city or government jurisdiction. Given the City’s current fiscal constraints and desire to focus its resources on essential services, these programs and projects could potentially be funded through a Property Based Improvement District (PBID).

COMMUNITY ENGAGEMENT:

The PBID was discussed at the January 19, 2022 City Council meeting as part of the staff recommendations.

City staff will be collaborating with Downtown property owners.

ALTERNATIVE ACTIONS:

The City Council could decide not to move forward with the PBID at this time.

11 PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On January 19, 2022, the City Council directed staff to bring forward a consulting contract to implement a Property Based Improvement District (PBID) for Downtown.

This action is consistent with the City’s Economic Blueprint work program and the Covid-19 Business Recovery Plan.

In 2006, the City of Morgan Hill, with support from the City Council, worked with the Downtown property owners to establish a Property Based Improvement District (PBID).

FISCAL AND RESOURCE IMPACT:

The Civitas Advisors contract will be paid from the General Fund. Once the MHDPBID is formed, the City will seek reimbursement from the MHDPBID for the initial start-up costs including the cost of Civitas Advisors contract.

Based on a March 2021 review, the City of Morgan Hill owns approximately 40.4% of the real estate located within the boundaries of the proposed Downtown Morgan Hill Assessment District. The City will be responsible for contributing to the MHDPBID annually for its fair share of assessment based on the property location within the assessment district and assessment rate. The assessment rate will be determined during the Engineer's Report and included in the Management District Plan that will be brought back to the City Council. While the City may need to contribute to the PBID, the City may be able to save on current one-time funding type of services with the establishment of the PBID. The City will need to help administer the collection of the PBID and should the PBID pass, the City will apply a 2% administrative fee to the PBID for the collection and distribution of the assessment.

CEQA (California Environmental Quality Act):

Not a Project - Pursuant to CEQA, organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment and are therefore exempt activities.

MORGAN HILL DOWNTOWN PROPERTY BUSINESS
IMPROVEMENT DISTRICT FORMATION 2022
Matt Mahood
Economic Development Director
City of Morgan Hill
December 7, 2021

Dear Matt,
I am pleased to present to you our enclosed proposal for services to form the Morgan Hill Downtown Property Business Improvement District District (“MHDPBID”). Civitas has been forming and renewing improvement districts since 1994 and will provide expert advice and guidance throughout this project.

Our process to form the MHDPBID is designed to secure significant support for the project while complying with applicable laws. In concert with the City of Morgan Hill ("CMH"), the Civitas team will guide a formation process that includes developing and manipulating data, obtaining feedback from property owners, preparing legal documents, guiding the stakeholder approval process, and attending local government hearings.

Thank you for the opportunity to submit this proposal. I look forward to working with you on this exciting project.

Best Regards,
John Lambeth,
President & CEO
Civitas | City of Morgan Hill Page 359 of 5581
In our recent conversations about the proposed Property Business Improvement District ("PBID") formation, you described the need for additional funding for services in the Morgan Hill Downtown.

During the PBID formation, we will work together to address the need for increased revenue to create new economic development & marketing programs, as well as, security & safety programs for the MHDPBID.

Services provided by a PBID typically include clean and safe programs (security, maintenance, and landscaping) marketing, and business attraction. Programs can also be developed to install physical improvements, such as bus benches, garbage cans, signage, and trees. Some even undertake large-scale capital improvements, such as building underground power lines or recreational facilities.

Civitas has successfully completed over 150 district formation and renewal projects throughout the world which has generated over $1.7 billion in dedicated funding for the specific needs of our clients. Each day, more than 2,000 Property Business Improvement Districts are at work making downtowns and business districts cleaner, safer, attractive, and more profitable.

THE OPPORTUNITY
Civitas | City of Morgan Hill Page 360 of 5582
Step 1
Initiation & Infrastructure
The structure needed to carry out the
project will be created in this step. Civitas
will work with property owners and City
staff to identify their respective roles in the
formation process. Civitas will also begin
develop and refine database information in
this step.

Civitas | City of Morgan Hill 3
Consensus Building & Education
Outreach efforts are undertaken in this
step to connect with property owners and
City to gain their support for the proposed
District. Civitas will assist with the
formation of a steering committee. In
addition we will guide a process of
individual property owner meetings and
property owner contacts.

Management District Plan Development
In consultation with stakeholders and City
staff, Civitas will draft the Management
District Plan, which will serve as the
District’s governing document.

Plan Review & Consensus Petition Preparation & Collection

SCOPE OF SERVICES & SCHEDULE
Civitas will submit the draft Management
District Plan to the steering committee,
stakeholders, and the City for review, and make
changes as necessary.

Civitas will prepare the necessary petition
and work with the City to ensure it is
satisfactory. Civitas will guide the steering
committee in the petition collection process
and work to execute a successful petition
drive.

Step 2 Step 3
Step 4 Step 5 Step 6
City Council Hearings & Ballot
Civitas will assist in the hearing and ballot
process which includes attending hearings
and preparing the necessary materials to
complete a successful balloting process.

John Lambeth
President & CEO
At Civitas, we specialize in igniting local economies,
creating jobs and establishing stable funding for
destination promotions and downtown improvements
throughout the United States. With more than 20 years of experience, we provide expertise in all aspects of forming, modifying, and renewing improvement districts. With
offices in Sacramento, Los Angeles, and New York, our team of professionals has guided over 150 districts through the formation, modification or renewal process. With its deep experience and expertise, Civitas has been commissioned by the U.S. Travel Association to conduct nationwide
studies.

Civitas also provides research, consulting, and district formation services to destinations located around the
world, including Canada, South America, Europe, and Asia.

A representative distant high-priced destination is Japan, where Civitas clients include Nomura Research Institute, Japan Area-Based Management Organization Network,
Japan Travel Bureau, and Setouchi Tourism Authority. For its groundbreaking work, Civitas has been featured in
publications such as Forbes and Skift.

MEET YOUR TEAM
Civitas | City of Morgan Hill 4
Kelly Rankin
Project Manager
Sean Pratt
GIS & Database Specialist
Madison Deschamps
Legal Assistant

INVESTMENT PROVISIONS
Description Price
Professional Fees $50,000
Engineer's Report $5,000
Non-Profit Corporate Formation (filing fees included) $6,000 Estimated Expenses $3,500
Total $64,500
Investment
This proposal is based on the understanding that property owners and the CMH will provide assistance and time needed to facilitate the process on the local level, including some database work, time devoted to outreach meetings, and gathering support and signed petitions from businesses. The CMH’s investment for the scope of services and timeline described herein shall be $60,000. The CMH’s investment includes three (3) trips to Morgan Hill to meet with property owners and City officials and to attend City Council hearings. If additional trips are necessary, we would be happy to make additional trips for a professional fee of $1,250 per trip, plus expenses.

Expenses
The CMH will be responsible for all costs and expenses in addition to the professional fees. Ordinary costs and expenses, including telephone charges, postage, and photocopying will be billed at four percent (4%) of professional fees. Other costs, such as travel, overnight shipping, bulk mailing and printing costs (over 100 pages) shall be billed at Civitas’ actual cost. Expenses are not expected to exceed $3,500.

In our conversations, you have let me know that the City of Morgan Hill was not interested in conducting an intercept survey for this project, therefore we did not include pricing for this service.

Billing
Civitas proposes a fixed monthly fee of $6,000 per month for ten (10) months, plus expenses. A start-up fee of ten percent (10%) of project costs, $6,350, will be due and payable upon execution of an agreement for services between Civitas and the CMH. The amount of the start-up fee will be deducted from the final invoice, which will also be adjusted to account for the total contract price. Civitas will send the CMH a monthly invoice for fees and costs incurred. Invoices will include the fixed professional fee and expenses. The basis of calculation or other method of determining expenses will be clearly identified by item and amount.

Investment Overview
Civitas | City of Morgan Hill Page 363 of 5585
Civitas | City of Morgan Hill 6
Business Information
The database for this project will rely on information from local government sources. Errors can and will occur in this data. While Civitas will do its utmost to identify and correct any errors, it is acknowledged that data from local government sources may contain errors. We recommend the CMH continue to pursue data correction strategies during and after formation, including mailings and error checking by local officials.

Cost Assumptions and Guidelines
We have projected a specific amount of time for the MHDPBID formation.

It is assumed that the project will not exceed the budgeted amount of time.

If unanticipated matters result in additional time beyond that which has been projected, we would continue billing professional fees of $5,000 per month, plus expenses, for the project duration. Factors that could increase the scope of work and estimated costs outlined above include additional meetings not described in this proposal, analysis of additional issues above those described in this proposal, or a lack of steering committee and business owner involvement in the project.

When Civitas' services conclude, all unpaid charges will immediately become due and payable. The amount of professional fees set forth in this agreement are a fixed amount for completion of the project within a maximum of ten (10) month time frame. The total amount of professional fees has been divided over the maximum ten (10) month time frame to determine the monthly billing amount. If the project is completed prior to the ten (10) month time frame, the remaining balance of professional fees will be due and payable within thirty (30) days of project completion.

As you know, there are many unknown variables in a project of this nature.

Although we would work diligently to form the MHDPBID, factors outside Civitas and the CMH’s control could delay or thwart even the bestdeveloped plans. We will work to minimize risks and complete the project at the earliest possible date.

The pricing and scope outlined in this agreement will expire upon sixty (60) days post delivery of this proposal.

If you would like to agree to engage our services consistent with this proposal and the following terms, please sign below.

A start-up fee of ten percent (10%) of project costs, $6,350, will be due and payable upon execution of this Agreement. Civitas will send the CMH a monthly invoice for fees and costs incurred. Each invoice will be payable within thirty (30) days of its mailing date. Either the CMH or Civitas shall have the right to terminate this Agreement upon ten (10) days’ notice. If the agreement is terminated prior to the completion of the project, the CMH shall pay only for the months worked and expenses incurred up to that date. When Civitas’ services conclude, all unpaid charges will immediately become due and payable, including the balance of any professional fees if the project is completed prior to the maximum ten (10) month time frame.

Nothing in this Agreement and nothing in statements by Civitas personnel to the CMH will be construed as a promise or guarantee about the outcome of the matter. Civitas makes no such promises or guarantees.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them or an oral agreement only to the extent that the parties carry it out.

The parties agree to accept the terms and conditions herein.

AGREEMENT
Date
Date
Civitas Advisors, by
John Lambeth, President & CEO
Matt Mahood,
Economic Development Director
Civitas | City of Morgan Hill 7
Not yet accepted
 SIGNATURE
Matt Mahood
City of Morgan Hill, by
Not yet accepted

Below are the survey responses from the DT Property Owners sent in late December.

1 Updated March 2021

CONSULTANT AGREEMENT
Civitas Advisors, Inc,
THIS AGREEMENT is entered into and becomes effective on (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Civitas Advisors a California corporation ("CONSULTANT") hereinafter referred to collectively as “Parties.” In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

1. City Authority. This Agreement is entered into pursuant to the authority of the City Manager pursuant to Chapter 3.04 of the Morgan Hill Municipal Code.

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until January 31, 2023, at which time CONSULTANT’S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum period of one year. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSULTANT shall be to assist the City in the formation of a Downtown Business Improvement District as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $64,500.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Sixty-Four Thousand Five Hundred dollars and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement for up to one year pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

4.2. Billing. CONSULTANT shall provide CITY with an invoice containing the dated, detailed, and itemized descriptions of all services performed and expenses incurred (if such expenses are reimbursable pursuant to Exhibit B) by CONSULTANT on a monthly basis unless otherwise specified in Exhibit B. All invoices shall be sent to the CITY addressed to the department head or project manager identified below in Section 13 Notices. Any rate charged shall be prorated where services are interrupted or not provided for any rate period (for example, any monthly rate charge should be prorated when services were interrupted or provided for only part of the month). For services billed on an hourly rate, the minimum unit of billed time shall not exceed one tenth of one hour. CITY shall pay for services and expenses (if so, provided in Exhibit B) up to the limit of compensation set forth above, that in the CITY’s judgment were necessary and reasonable. Services for work performed and expenses incurred in excess of the total compensation set forth in paragraph 4.1 above shall be at no cost to CITY.

5. Termination. CITY or CONSULTANT shall have the right to terminate this Agreement, without cause, by giving thirty (30) days' written notice or less under urgent circumstances. Upon such termination, CONSULTANT shall submit to CITY an itemized statement of services performed for which compensation has not been paid. CITY may require CONSULTANT to complete certain work product or documents and CONSULTANT shall deliver to CITY all documents in its possession without additional compensation to

2 Updated March 2021
CONSULTANT. The City Manager of CITY is authorized to terminate this Agreement, in whole or in part, on behalf of CITY.

5.1. Non-Appropriations. Notwithstanding anything contained in this Agreement to the contrary, if insufficient funds are appropriated, or funds are otherwise unavailable in the budget for CITY for any reason whatsoever in any fiscal year, for payments due under this Agreement, CITY will immediately notify CONSULTANT of such occurrence, and this Agreement shall terminate after the last day during the fiscal year for which appropriations shall have been budgeted for CITY or are otherwise available for payments.

6. Performance of Work. CONSULTANT represents that it is qualified by virtue of experience, training, education, and expertise to accomplish these services. Services shall be performed by CONSULTANT in accordance with professional practices in a manner consistent with a level of care, competence and skill exercised by qualified members of the CONSULTANT’S profession. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. CONSULTANT shall perform all work and services under this Agreement in conformance with the time schedule set forth on Exhibit C, "Schedule of Performance," attached hereto and incorporated herein by this reference. CITY's City Manager is authorized on behalf of CITY to modify the timeframes set forth on the Schedule of Performance within the term of this Agreement. If CONSULTANT desires to leave or store any of CONSULTANT's equipment at a CITY site while CONSULTANT is performing work or service pursuant to this Agreement, CONSULTANT will first obtain the consent of CITY's City Manager, or his/her delegate, to do so, and any such storage shall occur only in the manner and location allowed by such CITY official and entirely at CONSULTANT's sole risk.

7. Insurance Requirements. CONSULTANT shall procure and provide proof of the insurance coverage required by this section in the form of certificates and endorsements. The required insurance must cover the activities of CONSULTANT, including its subcontractors, employees, and agents, relating to, or arising from the performance of any work or service under this Agreement, and must remain in full force and effect at all times during the period covered by this Agreement. The coverages may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or “umbrella” policies, provided each such policy complies with the requirements set forth herein. Any deductibles or self-insured retentions must be declared to and approved by City. CONSULTANT further understands that the CITY reserves the right to modify the insurance requirements set forth herein, with thirty (30) days’ notice provided to CONSULTANT, at any time as deemed necessary to protect the interests of the CITY.

7.1. Insurance Types and Amounts.

7.1.1. Commercial General Liability (CGL). CONSULTANT shall maintain CGL against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.2. Automobile Liability. CONSULTANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSULTANT does not own automobiles, then CONSULTANT shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount

3 Updated March 2021
of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.3. Workers’ Compensation Insurance and Employer’s Liability. CONSULTANT shall maintain Workers Compensation coverage, as required by law, in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater. If CONSULTANT is self-insured, CONSULTANT shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.

7.1.4. Pollution (Environmental) Liability. If the performance of CONSULTANT’S work or service under this Agreement involves hazardous materials, contaminated soil disposal, and/or a risk of accidental release of fuel oil, chemicals or other toxic gases or hazardous materials, CONSULTANT shall procure and maintain Pollution Liability covering the CONSULTANT’S liability for bodily injury, property damage and environmental damage resulting from pollution and related cleanup costs arising out of the work or services to be performed under this Agreement. Coverage shall be provided for both works performed on site, as well as during the transport of hazardous materials.

Such coverage shall be in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.5. Professional Liability.

7.1.5.1. If the performance of CONSULTANT’s work or service under this Agreement involves professional and/or technical services (examples include, but are not limited to, architects, engineers, land surveyors, and appraisers), CONSULTANT shall procure and maintain either a claims made or occurrence Errors and Omission liability insurance in the minimum amount of: (i) one million dollars ($1,000,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater. Further, if CONSULTANT maintains a claimsmade policy, CONSULTANT shall provide written evidence of such insurance to the CITY for at least five (5) years after the completion of work performed under this Agreement.

7.1.5.2. If the performance of CONSULTANT’s work or service under this Agreement relates to Information Technology or related services (examples include, but are not limited to computer programmers, software designers, hardware engineers, or other systems consultants), CONSULTANT shall procure and maintain a claims made Errors and Omission liability insurance, including Cyber Liability and Data Breach, in the minimum amount of: (i) one million dollars ($1,000,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.6. Sexual Abuse/Molestation Liability (SML): If the performance of CONSULTANT's work or service under this Agreement involves contact with minors, CONSULTANT shall

4 Updated March 2021
procure and maintain Sexual Abuse and Molestation insurance in the minimum amount of: (i) two hundred thousand dollars ($200,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.2. Endorsements. CONSULTANT shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:

7.2.1. General Liability and pollution liability (when pollution liability applies).

7.2.1.1. The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers are named as additional insureds;

7.2.1.2. The insurer waives the right of subrogation against the City of Morgan Hill and the CITY’s elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers; and,

7.2.1.3. Insurance shall be primary non-contributing.

7.2.2. Workers Compensation.

If the performance of CONSULTANT’S work or service under this Agreement involves access to or activity on any property or premises owned or occupied by the CITY, including, but not limited to, CONSULTANT’S presence during site visits and meetings, then insurer waives the right of subrogation against the City of Morgan Hill and the CITY’s elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers.

7.3. Qualification of Insurers. All insurance required pursuant to this Agreement must be issued by a company licensed and admitted, or otherwise legally authorized to carry out insurance business in the State of California, and each insurer must have a current A.M. Best's financial strength rating of “A” or better and a financial size rating of “VII” or better.

7.4. Certificates. CONSULTANT shall furnish CITY of Morgan Hill with copies of all certificates as outlined herein, whether new or modified, promptly upon receipt. In the event of a claim or legal action, CONSULTANT shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein. No policy subject to the CONSULTANT’s agreement with the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY. A "material change" is a change that results in non-compliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

City of Morgan Hill
Attn: Risk Management
17575 Peak Avenue
Morgan Hill, CA 95037

5 Updated March 2021

8. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable for any default or liability under this Agreement.

9. Compliance with Law.

9.1. CONSULTANT and its officers, employees, agents, and subcontractors shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in carrying out their obligations under this Agreement. CONSULTANT and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

9.2. Compliance with Wage and Hour Laws: Consultant, and any subcontractor it employs to complete work under this Agreement, shall comply with all applicable federal, state, and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act and the California Labor Code.

Final Judgments, Decisions, and Orders: For purposes of this Section, a “final judgment, decision, or order” refers to one for which all appeals have been exhausted or the time to appeal has expired. Relevant investigatory government agencies include: the federal Department of Labor, the California Division of Labor Standards Enforcement, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

Prior Judgments against CONSULTANT and/or its Subcontractors: BY SIGNING THIS

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY FINDING – IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT – THAT CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE MANNER IN WHICH IT WILL SATISFY – ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.

Judgments or Decisions During Term of Contract: If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that CONSULTANT or an subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or CONSULTANT learns of such a judgment, decision, or order that was not previously disclosed, CONSULTANT shall inform the City Attorney, no more than fifteen (15) days after the judgment, decision or order becomes final or of learning of the final judgment, decision or order. CONSULTANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide the City Attorney with documentary evidence of compliance with the final judgment, decision, or order within five (5) days of satisfying the final judgment, decision, or order. The City reserves the right to require CONSULTANT to enter into an agreement with the City regarding the manner in which any such final judgment, decision, or order will be satisfied.

City’s Right to Withhold Payment: Where CONSULTANT or any subcontractor it employs to perform work under this Agreement has been found in violation of any applicable wage and

6 Updated March 2021
hour law by a final judgment, decision or order of a court or government agency, the City reserves the right to withhold payment to CONSULTANT until such judgment, decision or order has been satisfied in full.

Material Breach: Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.

Notice to City Related to Wage Theft Prevention: Notice provided to the City Attorney as required under this Section shall be addressed to: City Attorney, City of Morgan Hill, 17575 Peak Avenue, Morgan Hill, CA 95037. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

10. Independent Contractor. CONSULTANT is an independent contractor and not an agent or employee of CITY.

11. Confidentiality. All data, documents, or other information received by CONSULTANT from CITY or prepared in connection with CONSULTANT’S services under this Agreement are deemed confidential and shall not be disclosed to any third party by CONSULTANT without prior written consent by CITY.

12. Conflict of Interest and Reporting. CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement.

13. Notices. All notices shall be personally delivered or mailed, via first class mail to the below listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery.

Address of CONSULTANT is as follows:

Civitas Advisor, Inc
1102 Corporate Way, Suite 140
Sacramento, CA 95831
Address of CITY is as follows:

Matthew Mahood
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
with a copy to:

City Clerk
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037

14. Licenses, Permits and Fees. CONSULTANT shall obtain a City of Morgan Hill Business License, all permits and licenses to the extent required by ordinances, codes, and regulations of the federal, state and local government.

15. Consultant's Proposal. If applicable, this Agreement shall include CONSULTANT'S proposal or bid which is incorporated herein. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.

16. Maintenance of Records.

7 Updated March 2021

16.1. Maintenance. CONSULTANT shall prepare, maintain, and preserve all reports and records that may be required by federal, state, and CITY rules and ordinances related to services provided under this Agreement. CONSULTANT shall maintain records for a period of at least 3 years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the 3-year period, then CONSULTANT shall retain said records until such action is resolved.

16.2. Access to and Audit of Records. The CITY shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONSULTANT and its subcontractors related to services under this Agreement. Pursuant to Government Code Section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the Parties to this Agreement may be subject, at the request of the CITY or as part of any audit of the CITY, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

16.3. Ownership of Work Product. All documents or other information developed or received by CONSULTANT for work performed under this Agreement shall be the property of CITY.

CONSULTANT shall provide CITY with copies of these items upon demand or upon termination of this Agreement.

17. Familiarity with Work. By executing this Agreement, CONSULTANT represents that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the difficulties and restrictions of the work under this Agreement. Should CONSULTANT discover any conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY and shall not proceed, except at CONSULTANT'S risk, until written instructions are received from CITY.

18. Time of Essence. Time is of the essence in the performance of this Agreement.

19. No Assignment. Neither this Agreement nor any portion shall be assigned by CONSULTANT, without prior written consent of CITY. Any attempted assignment not first approved by CITY shall be void and, at CITY's option, shall terminate this Agreement effective as of the date of such attempted assignment.

20. Attorney Fees. In any legal action, dispute or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorney fees, costs and expenses incurred.

21. Defense and Indemnification.

21.1. Defense and Indemnification. CONSULTANT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless CITY, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers (“INDEMNITEES”) from and against any and all claims, liabilities, expenses, liens, or damages of any nature, including liability for bodily injury, property damage or personal injury, and including reasonable attorneys' fees and expenses, that arise out of, or pertain to, or relate to the willful misconduct, negligent acts, or willful or negligent omissions of CONSULTANT, or the failure to comply with any obligations contained in this Agreement by CONSULTANT (“CLAIM”).

21.2. Exceptions. CONSULTANT is not required to indemnify INDEMNITEES against liability for bodily injury, property damage or personal injury, or any other loss, damage or expense arising from the sole negligence or willful misconduct of the CITY.

8 Updated March 2021

21.3. Not limited by insurance. The indemnity, defense and hold harmless provisions of this Agreement apply to all CLAIMs alleged against an INDEMNITEE, regardless of whether any insurance policies are applicable. Policy limits do not act as a limitation upon the amount of indemnification or defense to be provided by CONSULTANT.

21.4. Right to Offset. CITY shall have the right to offset against any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT's failure to pay CITY promptly any indemnification arising under this Section (21) and any amount due CITY from CONSULTANT arising from CONSULTANT's failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.

21.5. Interpretation. This Section shall constitute an agreement or contract of indemnity, incorporating the interpretations under California Civil Code Section 2778. It is expressly understood and agreed that the obligation of the CONSULTANT to indemnify the INDEMNITEE shall be as broad and inclusive as permitted by the laws of the State of California and shall survive termination of this Agreement.

22. Entire Agreement; Modification; Conflicting Provisions. This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreements, oral or written. This Agreement may be modified, or provisions waived only by a subsequent mutual written agreement executed by CITY and CONSULTANT. If the provisions contained in the main body of this Agreement conflict with any provision contained in an exhibit to this Agreement, the provisions of the main body of this Agreement shall govern and control over any provision contained in an exhibit to this Agreement.

23. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California. This Agreement was entered into and is to be performed in the County of Santa Clara.

Any action or dispute arising out of this Agreement shall only be brought in Santa Clara County.

24. Interpretation. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties including, but not limited to, California Civil Code § 1654, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.

25. Preservation of Agreement. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

26. Binding Agreement. Notwithstanding the provisions of Section 19 above, this Agreement shall bind any and all successors in interest, legal representatives and/or other permitted assignees or transferees of CONSULTANT in the same manner as if those successors in interest, legal representatives or other permitted assignees or transferees had entered into this Agreement originally.

27. □ Data Sharing. This Agreement requires access by CONSULTANT to CITY’s Geographic Information System (GIS) DATA for CONSULTANT to perform the work. CITY agrees to provide the GIS DATA to CONSULTANT solely for the purpose of performance of contracted work with the CITY upon the terms and conditions specified in Exhibit D, incorporated herein by this reference.

9 Updated March 2021

28. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

IN WITNESS THEREOF, these Parties have executed this Agreement on the day and year shown below.

AS SET FORTH IN CA. CORP. CODE § 313, TWO SIGNATURES ARE REQUIRED FOR CALIFORNIA CORPORATIONS:
(1) CHAIRPERSON OF THE BOARD, PRESIDENT, OR VICE PRESIDENT; AND (2) SECRETARY, ASSISTANT SECRETARY, CHIEF FINANCIAL OFFICER OR ASSISTANT TREASURER.

ATTEST: CITY OF MORGAN HILL
City Clerk/Deputy City Clerk City Manager
Michelle Bigelow Christina J. Turner
Print Name Print Name
Date: Date:

APPROVED AS TO FORM: Civitas, Advisors, Inc.

City Attorney By:

Donald A. Larkin
Print Name Print Name and Title of Signer.

If Corporate: Chairman, President or
Vice President
Date: Date:

By:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
Date:

U:\Legal Forms\Consultant Agreements\City Standard Consultant Agreement.Docx

EXHIBIT A

SCOPE OF SERVICES
Seven (7) steps are anticipated over ten (10) months, resulting in successful MHDPBID formation.

The seven (7) steps are outlined in detail below:

Step One: Initiation & Infrastructure
The structure needed to carry out the project will be created in this step. Civitas will work with the City to identify respective roles of all parties in the process, review potential parameters, and clarify the desired goals of the MHDPBID.

1.1 Identify Steering Committee of Property Owners
Civitas will work with the City to identify property owners to sit on a steering committee that will champion the creation of the Downtown Morgan Hill Property and Business Improvement District.

Civitas will work with the City and stakeholders to clarify project parameters. Assignments for Civitas, the City, the steering committee, and stakeholders will be established. During this step, we will discuss the boundaries, discuss property owner benefits of the project, project milestones, and obtain other project-related information.

1.2 Submit Information Checklist
Civitas will submit to City staff and the MHDPBID steering committee a checklist of informational needs outlining specific data required in preparation for the formation of the PBID.

This step lays the groundwork needed to determine the feasibility of the DPPBID formation A database, budget scenario, and assessment methodology will be developed during this step. Additionally, the method for determining the special versus general benefit will be discussed during this step, creating the foundation for the Engineer’s Report in step three (3).

1.3 Database Development
The foundation of the district formation process is a thorough and accurate database. Civitas will use GIS software and data to update and manipulate a complete database of MHDPBID properties. The database will include variables like property owner name and mailing address, parcel information relevant to the calculation of the assessment, such as lot square footage. Civitas and the Engineer will continue to work on the database throughout the project.

1.4 Boundary Map
Civitas will use GIS software to create a map of the MHDPBID boundaries and any benefit zones. Customized maps will be made to display information throughout the process, which may demonstrate property type, support level, or similar characteristics.

Step Two: Consensus Building & Education
Outreach efforts are undertaken in this step to connect with property owners and the City to gain their support for the proposed District. In addition, we will guide a process of individual property owner meetings and property owner contacts.

2.1 Budget Development
Civitas will work with the steering committee to prepare budget projections and options for service category allocations. The budget will include both direct cost of services as well as staff required support to administrate the PBID and communicate with the general public and with assessed owners. This budget should include detailed costs required to provide the services desired by PBID stakeholders.

2.2 Prepare a Method of Assessment
Civitas will work with the steering committee to draft the assessment formula. This assessment information will be applied to the database to generate revenue estimates and individual parcel assessment amounts.

2.3 Property Owner Meetings
Civitas will attend a series of one-on-one and/or group property owner meetings with stakeholders. Each meeting will aim to attract stakeholders representing the many segments of properties within the MHDPBID formation. The meetings will identify priorities for specific services and identify the willingness of owners to pay for those services. The steering committee and the City will participate in the meetings.

2.4 Property Owner Survey
Owner outreach will include an online survey to gauge property owners’ interest in forming a district and identify their priorities for services.

2.5 Develop Information Flyer
Develop an informational flyer, one or two pages in length, that can be used (handout, mailed) as an overview and communication tool for property owners, business owners, council members, staff, and other interested parties.

Step Three: Management District Plan Development
In consultation with stakeholders and City staff, Civitas will draft the Management District Plan, which will serve as the District’s governing document.

3.1 Develop a Management Plan Outline (Service Plan)
Based on input from stakeholders, Civitas will prepare a Management Plan Outline. The draft will be used at the owner and steering committee meetings and revised throughout the outreach process based on feedback received. The service plan will include boundaries, assessment rates, budget, and services. The draft service plan will eventually become the basis of the Management District Plan.

3.2 Verify & Finalize Property Database
Civitas will confirm the parcel and area profile data including parcel use code, parcel assessed valuation, parcel acreage and building square footage, and updated parcel ownership information. This step will include finalizing the district boundaries and any benefit zones.

3.3 Confirmation of the Method of Assessment
Civitas will work with the Engineer to develop and review the assessment methodology, which will adhere to the requirements of special benefit and be used to calculate the finalized total budget. The assessment methodology will link the benefits of the MHDPBID to the assessed properties.

3.4 Special vs General Benefit Calculation
The Engineer will confirm the assessment methodology, which will adhere to the requirements of special benefit and be used to calculate the finalized total budget. The assessment methodology will link the benefits of the MHDPBID to the assessed properties.

To quantify the general benefit to parcels, the analysis will also include a review of parcels surrounding the District, which will be conducted by the Engineer.

3.5 Draft Management District Plan
Civitas will prepare a draft Management District Plan that complies with applicable laws and is a user-friendly education tool. The Management District Plan will include:
 Summary
 District rationale and objectives

 Boundaries and benefit zones
 Service plan options and budgets
 Assessment methodology
 Engineer’s Report
 General benefit quantification
 Special benefit quantification
 Governance structure
 City base level of services, if applicable
 Rules, regulations, and term
 Exhibits including a map and list of parcels to be assessed

3.6 Draft Engineer’s Report
Preparation of a draft Engineer’s Report supporting the assessment is required. The Engineer will use the method of calculating the special versus general benefit in previous steps when drafting the report.

Step Four: Plan Review & Consensus
Civitas will submit the draft Management District Plan to the steering committee, stakeholders, and the City for review, and make changes as necessary.

4.1 Management District Plan Review
Civitas will present the draft Plan to the steering committee for their review and input. We will review and discuss the Plan with the steering committee and address any questions or concerns that arise. Based on steering committee input, Civitas will draft a final consensus Management District Plan. The Management District Plan will be submitted to the City Attorney for review and approval. Civitas will work with City staff to incorporate their comments and finalize the Management District Plan. This step will include significant correspondence with staff via email and conference calls.

4.2 Finalize Management District Plan & Engineer’s Report Edits proposed by the City may require the Engineer to review the updated Management District Plan. Civitas will coordinate with the Engineer to ensure any edits meet their approval. Civitas will prepare the final Management District Plan. The property owner petition drive and balloting process require extensive planning and organization. Civitas will plan for both processes as well as the hearing process.

Step Five: Petition Preparation & Collection
Civitas will prepare the necessary petition and work with the City to ensure it is satisfactory.

Civitas will guide the steering committee in the petition collection process and work to execute a successful petition drive.

5.1 Draft Petition
Civitas will draft the petition, which requires signatures of property owners totaling fifty percent (50%) of the entire assessment amount weighted by assessments paid. Once the form and content of the petition have been approved by City Attorney, the petition will be circulated by the steering committee.

5.2 Petition Packaging & Distribution
Civitas will prepare electronic versions of the petition package for property owners, which will include a summary of the Management District Plan and the property owners’ estimated assessment amount. We will provide the petitions in electronic format.

Step Six: City Council Hearings & Ballot

Civitas will assist in the hearing and ballot process which includes attending hearings and preparing the necessary materials to complete a successful balloting process.

6.1 Ballot Development
Civitas will draft the ballot for review by the City Attorney and assist the City with preparing final ballot packages. The ballot packages will include a notice and instructions for completing and returning the ballot. Civitas will provide all documents and mailing labels in electronic format; the City will be responsible for the mailing.

6.2 Resolution of Intention Hearing
Civitas will draft the Resolution of Intention and work with the City Attorney to ensure it is satisfactory. Civitas will attend the first hearing, wherein the City Council will consider adopting a Resolution of Intention to form the District. If desired, Civitas will be prepared to make a presentation and/or answer questions at the hearing.

6.3 Final Hearing
Civitas will attend the final City hearing and be prepared to answer questions or make a presentation if necessary. Civitas will also be available to observe or assist with final ballot tabulation.

Step Seven: Corporation Formation
In this step, Civitas will assist in forming a new nonprofit corporation to serve as the MHTBID’s Owners’ Association.

7.1 Document Preparation
Civitas will prepare draft Bylaws and Articles of Incorporation required to form a new nonprofit corporation. Draft documents will be submitted to the steering committee for review and revised by Civitas as necessary.

7.2 Document Filing
Civitas will file all necessary documents to form the nonprofit corporation with the California Secretary of State. This will include Articles of Incorporation and the initial Statement of Information.

7.3 Tax-Exempt Status
Civitas will prepare and submit all necessary forms to secure nonprofit tax-exempt status for the corporation. This will include filings with the Internal Revenue Service and California Franchise Tax Board. These filings typically take 6-18 months to process; Civitas will respond to any correspondence from either agency and track progress towards securing tax-exempt status.

7.4 Meeting
Civitas will attend one (1) meeting with the new Board of Directors to review Bylaws and answer any questions about the corporation or formation process.

7.5 Corporation Filing Fee
Current filing fees for formation of a new nonprofit corporation include the following (these fees are subject to change by the respective agencies):

Item Fee
Secretary of State
Articles of Incorporation filing $30.00
Counter filing fee $20.00
Statement of Information $20.00
Internal Revenue Service
Tax exempt status application $850.00
Franchise Tax Board
Exemption Request $0.00
Total $920.00

EXHIBIT B

SCHEDULE OF COMPENSATION RATES
Billing
CONSULTANT will be paid a start- up fee of $6,350 upon execution of the agreement for services between Civitas and the CITY. The amount of the start-up fee will be deducted from the final invoice, which will also be adjusted to account for the total contract price.

CONSULTANT will be paid a fixed monthly fee of $6,000 per month for ten (10) months, plus expenses.

Civitas will send the CITY a monthly invoice for fees and costs incurred. Invoices will include the fixed professional fee and expenses. The basis of calculation or other method of determining expenses will be clearly identified by item and amount.

Expenses
Ordinary costs and expenses, including telephone charges, postage, and photocopying will be billed at four percent (4%) of professional fees. Other costs, such as travel, overnight shipping, bulk mailing, and printing costs (over 100 pages) shall be billed at Civitas’ actual cost.

EXHIBIT C

SCHEDULE OF PERFORMANCE
Project is estimated to be completed in ten (10) months.

Action 10-Month Timeline
Initiate project March 2022
Assemble Steering Committee March 2022
Compile District data: Mapping, Ownership Landscape
Analysis, Data Acquisition, Assessment Scenarios
March 2022
Owner Outreach and Consensus Building March 2022 – June 2022 Develop Service Plan & Budget April 2022
Steering Committee Review of Service Plan and Assessment Scenarios; ongoing review
April 2022
Develop initial draft Management District
Plan (MDP)
May, 2022
Steering Committee review of MDP May 2022
Submit draft MDP to Engineer May 2022
Submit draft MDP and Petition to City staff June 2022
Final MDP and Petition approved by City staff June 2022 Petition drive July – September 2022
Submit draft ballot package to City August 2022
Final resolutions and ballot package approved by City September 2022 Submit Petitions totaling over 50% of assessment to City October 2022 City Council – Initial Hearing
Resolution of Intention to Form
November 2022
 Mail -Ballot / Notice of Public Hearing - Must be
mailed after ROI is adopted and 45 days before
final hearing.

November 2022
City Council – Public Hearing
Adopt Resolution of Formation – Must be held at least 45 days after Notice/Ballot are mailed.

December 2022
 City Council – Adopt Resolution of Formation December 2022

1 Morgan Hill Downtown
Property Based Improvement
District (MHDPBID)
March 2, 2022

January 19, 2022, the City Council directed
staff to bring forward a consulting contract to
implement a Property Based Improvement
District (PBID) for Downtown.

This action is consistent with:
• 2017 Economic Blueprint
• 2021 Covid-19 Business Recovery Plan
City Council Direction

• Special benefit assessment district that provides maintenance, public safety, beautification, and economic development programs above and beyond the City’s basic level of services.
• City Council can establish a PBID after the owners of the district have indicated their support (or lack of opposition) for the PBID via petition, ballot or protest proceeding.
• Property assessments are determined by an Engineer’s Report that is included in the Management District Plan.
• City contracts with a nonprofit organization (normally owner’s association) to administer/provide services and improvements. • Nonprofit prepares an Annual Report which is used by the City as a basis for decision making and accountability.

What is a PBID?

• A Downtown PBID was established in 2006 and ended in 2013 • PBID supported many efforts, including:
• In 2013 the City Council terminated the PBID management agreement due to a lapse in the tax-exempt corporation status. • $106,000 of previous MHDPBID Funds remain available
MHDPBID History
trash and
recycle bins
marketing
materials
banners events
speaker
system
flower
baskets
flags benches

1. Initiation & Structure

2. Consensus Building & Education

3. Management District Plan Development

4. Plan Review & Consensus

5. Petition Preparation & Collection

6. City Council Hearing & Ballot

7. Nonprofit Corporation Formation
PBID Formation Process

City Plays two distinct roles:

1. Governing body to adopt the PBID resolution
after approval/adoption by property owners,
collects the assessment for distribution, and
administers the assessment.

2. Act as a property owner/stakeholder.

What is the City’s role in PBID

Potential MHDPBID Boundary

 Improving sidewalk cleaning
 Improving security
 Improving landscape maintenance
 Adding roofline lighting
 Maintaining tree twinkle lighting
 Decluttering sidewalks
 Directional/Wayfinding signage
 Holiday Decorations
 Art Installations
 Destination Marketing
 Tree Replacement
 New Events
Potential MHDPBID Programming
8

§ City will provide seed money to fund PBID formation.
§ City to get reimbursed.
§ As property owner of approximately 40% of land,
City is largest contributor.
§ PBID can help cover growing needs of Downtown —
sharing cost with other property owners.
§ PBID can help finance one-time City contributions
(twinkle lights, cadet program, etc.)
PBID Formation Assumptions

§ Cost of PBID to be determined after needs
assessment.
§ Cost to property owners is weighted based on size,
location of property and direct benefit from services.
§ New non-profit will be formed to manage PBID.
§ City to indicate initial support to issue petition and then extend support to majority vote.
§ If City’s weighted vote is 40%; when ballots come in, City will evaluate majority support based on 60% of vote
§ New PBID group to direct spending from previous
PBID assessments ($106,000).

PBID Formation Assumptions

Vision Statement
“Strengthening Downtown as the
gathering place, a connecting force,
the social and activity heart of
Morgan Hill, is the overriding
aspiration of this Plan – a place
where residents from all segments of
the community can live, work, meet,
shop, dine and participate in public
celebrations, and share in the
richness of Morgan Hill’s community
life. It will be a place like nowhere
else – a place with its own scale,
character and uses.”
11

1. Approve and authorize the City Manager to execute
and administer a consulting agreement with Civitas
Advisors not to exceed $64,500 to form a Morgan Hill
Downtown Property Business Improvement District
(MHDPBID).

1. Direct the City Manager to sign the MHDPBID petition indicating the City’s support of the PBID formation.

Staff Recommendations

Questions

12 CITY COUNCIL STAFF REPORT
MEETING DATE: March 2, 2022
PREPARED BY:

Kim Mancera, Municipal Services Assistant
APPROVED BY: City Manager
APPROVE THE JANUARY 28 & 29, 2022 GOAL SETTING MINUTES
AND FEBRUARY 16, 2022 CITY COUNCIL MEETING MINUTES

RECOMMENDATION(S)
Approve the January 28 & 29, 2022 Goal Setting Minutes and February 16, 2022 City Council Meeting Minutes.

Estimated Time:

COUNCIL PRIORITIES, GOALS & STRATEGIES
REPORT NARRATIVE:

COMMUNITY ENGAGEMENT:

ALTERNATIVE ACTIONS:

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

FISCAL AND RESOURCE IMPACT:

CEQA (California Environmental Quality Act):

Meeting Minutes
City Council
Rich Constantine - Mayor
Gino Borgioli - Mayor Pro Tem
John McKay - Council Member
Yvonne Martinez Beltran - Council Member
Rene Spring - Council Member
Friday, January 28, 2022 1:00 PM
Virtual Meeting
Friday, January 28, 2022, 1:00 p.m.

Saturday, January 29, 2022, 9:00 a.m.

The link to join the meeting can be found below.

CALL TO ORDER
Mayor Constantine called the City Council Goal Setting Workshop to order at 1:00 p.m.

ROLL CALL ATTENDANCE
City Clerk Michelle Bigelow called the roll.

PRESENT Rich Constantine, Rene Spring, Gino Borgioli, John McKay, Yvonne Martinez Beltran
ABSENT None

DECLARATION OF POSTING AGENDA
City Clerk Michelle Bigelow declared the posting of the agenda.

PUBLIC COMMENT
This opportunity for public comment is for items that are not on the agenda. If you

January 28 and 29, 2022
2 would like to make comments on an item that is on the agenda, please wait until we get to that item to offer your comments. Members of the public are entitled to address the City Council concerning any item within the Morgan Hill City Council’s subject matter jurisdiction. Public comments are limited to no more than three minutes. Except for certain specific exceptions, the City Council is prohibited from discussing or taking action on any item not appearing on the posted agenda. (See additional noticing at the end of this agenda)
Public comment opened at 1:01 p.m. There being no requests to speak, public comment closed.

ADOPTION OF AGENDA
MOTION:

Adopting the agenda as posted.

RESULT: Passed
MOVER: Council Member Spring
SECONDER: Council Member McKay
AYES: Mayor Constantine, Council Member Spring, Mayor Pro Tem Borgioli, Council Member McKay, Council Member Martinez Beltran
NAYS: None
ABSTAIN: None
ABSENT: None
GOAL SETTING WORKSHOP - FRIDAY, JANUARY 28, 2022 1:00 P.M.

1. CITY COUNCIL GOAL SETTING WORKSHOP
Recommendation:

1. Review and discuss results of City Council's Myers-Briggs Type Indicator;

2. Review 2021 Accomplishments;

3. Review and discuss City Council Norms, Policies, and Protocols;

4. Review and discuss 2020-2021 Strategic Priorities Work Plan and Council Follow-up/Future Business Items;

5. Review and discuss 2022-2023 Sustainable Morgan Hill, including Vision, Ongoing Priorities, and Strategic Priorities; and

6. Receive updates on budget, development projects, and upcoming work plan items.

City Manager Christina Turner introduced Dr. Shawn Spano, who facilitated the workshop.

January 28 and 29, 2022
3 The Council went through their Myers-Briggs types.

The meeting recessed at 1:55 p.m. and reconvened at 2:05 p.m.

The leadership team introduced themselves and shared an accomplishment from their department.

Public comment opened at 2:26 p.m.

Joe Baranowski was called to speak.

There being no further requests to speak, public comment closed.

The Council reviewed and discussed the City Council Norms.

Public comment opened at 3:40 p.m. The following people were called to speak:

Brian Sullivan
Joe Baranowski
There being no further requests to speak, public comment closed.

The Council reviewed and discussed the City Council Policies.

Public comment opened at 4:03 p.m. There being no further requests to speak, public comment closed.

The Council reviewed and discussed the Strategic Priorities Work Plan, City Council Follow-Up/Future Business Items, and 2022-2023 Sustainable Morgan Hill.

Public comment opened at 4:15 p.m. There being no further requests to speak, public comment closed.

Public comment opened at 4:38 p.m.

Joe Baranowski was called to speak.

There being no further requests to speak, public comment closed.

ADJOURNMENT TO SATURDAY, JANAURY 29, 2022 AT 9:00 A.M.

Day one of the workshop adjourned at 4:41 p.m.

GOAL SETTING WORKSHOP - SATURDAY, JANUARY 29, 2022, 9:00 A.M.

GOAL SETTING WORKSHOP CONTINUED
Day two of the goal setting workshop was called to order at 9:02 a.m.

City Manager Christina Turner started the morning off with an ice breaker.

January 28 and 29, 2022
4 Dr. Shawn Spano summarized the Council's discussion about Sustainable Morgan Hill from the previous day.

City Manager Christina Turner and Finance Director Dat Nguyen went through the Fiscal Sustainability portion of the agenda.

Public comment opened at 10:43 a.m.

Joe Baranowski was called to speak.

There being no further requests to speak, public comment closed.

The workshop recessed at 10:45 a.m. and reconvened at 11:00 a.m.

Development Services Director Jennifer Carman provided the Significant Projects update.

Public comment opened at 11:35 a.m.

Joe Baranowski was called to speak.

There being no further requests to speak, public comment closed.

City Manager Christina Turner led the On the Horizon conversation.

The workshop recessed for lunch at 12:03 p.m. and reconvened at 1:00 p.m.

The workshop continued with the On The Horizon conversation.

The Council wrapped up the workshop by sharing final comments and observations.

Public comment opened at 2:26 p.m. There being no requests to speak, public comment closed.

ADJOURNMENT
There being no further business, the Annual City Council Goal Setting Workshop adjourned at 2:29 p.m.

MINUTES PREPARED BY:

Michelle Bigelow, City Clerk