Agenda packet — Morgan Hill City Council, June 21, 2023 (part 2 of 4)

7 Updated May 2023
Address of CITY is as follows:

Yat Cho
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

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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 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.

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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 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.

28. Electronic Signatures. Unless otherwise prohibited by law or CITY policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the CITY.
[Signatures on Next Page]

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29. 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: TWINING, INC.

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 Steve Schiffer
June 09, 2023
Amy Owens
June 12, 2023

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EXHIBIT A

SCOPE OF SERVICES
The consultant shall provide construction testing services on an on-call basis in support of the construction of municipal infrastructure in the public right-of-way at various locations in the City of Morgan Hill. Typical municipal infrastructure includes trenching, backfill, asphalt and concrete paving, water lines and services, sanitary storm and sewer lines, manholes.

Curb, gutter, sidewalks, landscaping, streetlights, underground conduits and vaults. Typical testing services including soils testing, field compaction testing asphalt and concrete quality control and performance testing.

The consultant shall perform the following tasks in carrying out these services:

TASK – CONSTRUCTION TESTING SERVICES
The Consultant shall provide, develop, and implement a construction testing system which will ensure that the contractor complies with construction documents.

A. Response Time and Job Presence:

The consultant shall provide construction testing services within 48 hours of request by the City Project Manager or designated representatives. Technicians will be expected to remain at the jobsite for as long as needed to perform the testing or as directed by City Project Manager.

B. List of Tasks and Special Inspection Services:

All services shown below for the Contract Inspector shall provide fully typed reports (2 copies min) verifying and detailing results of inspections and/or tests.

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES

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Twining, Inc. | City of Morgan Hill 3
C. CONSULTANT FEE
Construction Testing Services Understanding
Response Time and Job Presence:

Twining shall provide construction testing services within 48 hours of request by the City Project Manager or designated representatives. Technicians will be expected to remain at the job-site for as long as needed to perform the testing or as directed by City Project Manager.

Twining will response to testing and site requests shall be within 24 hours of scheduling.

List of Tasks and Special Inspection Services:

All services shown below for the Contract Inspector shall provide fully typed reports (2 copies minimum) verifying and detailing results of inspections and/or tests.

Rates are based on State of California Prevailing Wage Rates, these rates are subject to change in accordance with the annual cost of living adjustment each July.

Service / Test Title Rate Unit
Inspection including compaction testing A/C and Soil/
Sampling, A/C Placement $130.00 Per Hour
Steel Inspection $140.00 Per Hour
Concrete Inspection $130.00 Per Hour
Welding Inspection $140.00 Per Hour
Moisture Density Curve per ASTM $220.00 Each
Sieve Analysis $175.00 Each
R Value $530.00 Each
A/C Unit Wt. $185.00 Each
Concrete Cylinders/Compression Test
*4X8'S Require 5 Cylinders $185.00 Each

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Twining, Inc. | City of Morgan Hill 4
Schedule of Fees 2022 - 2023
NOTE: Rates will be adjusted annually each July 1st to reflect increased costs. City of Moran Hill - Unique Personnel Rates: Per Hour Unless Otherwise Noted
Equipment Usage (Daily Unless Otherwise Noted),
Engineering and Consulting Personnel Rate Continued Rate Senior Principal Advisor/Consultant $ 350.00 Nuclear Gauge (Per Hour) $ 11.00 Principal Engineer/Geologist $ 250.00 Sand Cone Density Test Equipment $ 53.00 Metallurgical Engineer $ 360.00 Pull Test Equipment $ 63.00 Registered Geotechnical Engineer $ 240.00 Concrete/Asphalt Coring Equipment $ 630.00 Technical Advisor $ 235.00 Pachometer $ 58.00
Material Scientist, Welding/NDT Consultant $ 250.00 Floor Flatness (Dipstick) $ 54.00 Registered Geologist/Certified Engineering Geologist $ 240.00 Schmidt Hammer $ 32.00 Senior Engineer/Geologist $ 220.00 Vapor Emission Test Kits $ 32.00 Registered Civil Engineer $ 210.00 Relative Humidity Probe $ 65.00 Roofing/Waterproofing Consultant $ 235.00 UPV (Ultrasonic Pulse Velocity) Meter $ 368.00 Project Engineer/Manager $ 210.00 Fireproofing Adhesion/Cohesion (Per Test) $ 37.00 Quality Control Manager $ 200.00 A Scan Ultrasonic Equipment and Consumables $ 80.00 Senior Staff Engineer/Geologist $ 190.00 Magnetic Particle Equipment and Consumables $ 42.00 Staff Engineer/Geologist $ 185.00 Liquid Penetrant Consumables $ 38.00 Quality Control Administrator $ 175.00 Phased Array Ultrasonic Equipment (Per Hour) $ 65.00 Metallurgical Technician $ 150.00 Ground Penetrating Radar $ 315.00 CADD Operator/Draftsperson $ 140.00 Impact Echo $ 368.00 Administrative Support $ 95.00 Ultrasonic Tomography $ 473.00 Field Supervisor $ 170.00 Inertial Profiler (Per Hour) Quotation Safety Supervisor $ 170.00 Project Dedicated Vehicle $ 126.00 Laboratory Manager $ 160.00 Roller Compacted Concrete Vibrating Hammer/Tampling Plate $ 75.00 Laboratory Technician $ 135.00 Half-Cell Potential Equipment Set $ 368.00 Expert Witness Testimony $ 580.00 Concrete Electrical Resistivity Meter $ 168.00 Qualified SWPPP Developer $ 195.00 Field Hardness (Steel) $ 105.00 Qualified SWPPP Practitioner $ 180.00 Coating Thickness Gauge $ 105.00 Vibration Engineer $ 220.00 Wood Curing Box (One-Time Fee/Per Box) $ 630.00 Temperature Control Curing Box (Per Month) $ 475.00
Temperature Matching Curing Box (Per Month) $ 545.00
Field Inspection Personnel Rate
Concrete/Reinforced Steel Inspector $ 136.00
Prestressed/Post Tensioned Inspector $ 136.00 Specimen Pick-Up Rate Concrete ICC Inspector $ 136.00 Standard Sample: Concrete Cylinders (Each) $ 26.00 Drilled-In-Anchor Inspector $ 136.00 Standard Sample: Mortar/Grout Cubes and Cores, $ 26.00 Gunite/Shotcrete Inspector $ 136.00 Fireproofing, Rebar, and Epoxy Prisms (Each) Masonry Inspector $ 136.00 Oversize Sample: Masonry Prisms and Shotcrete Panels (Each) $ 63.00 Structural Steel/Welding Inspector $ 140.00 Oversize Sample: Flexural Beams (Each) AWS Certified Welding Inspector $ 140.00 Technician for Specimen Pick-Up Not Listed Above $ 100.00 Fireproofing Inspector $ 136.00 (Per Hour, 2-Hour Minimum) Lead Inspector $ 136.00 Technician for Specimen Pick-Up Before 5:00 a.m. $ 126.00 Firestop Special Inspector - IFC Premier $ 190.00 or After 5:00 p.m. Monday thru Friday, or All Day Saturday Firestop Special Inspector - IQP $ 210.00 (Per Hour, 2-Hour Minimum Plus Mileage) Asphalt Field and Plant Inspector/Technician $ 136.00
Pile Driving Inspector $ 136.00
Soils Technician $ 130.00 Jobsite Trailer, Mobile or On-site Laboratory Rate Concrete Quality Control (ACI/Caltrans Technician) $ 130.00 Mobile Laboratory for Rapid Strength Concrete (Per Shift $ 525.00 Wood Framing Inspector $ 136.00 Not Exceeding 12 Hours) All Others by Quotation Roofing/Waterproofing Inspector Quotation
Public Works Inspector $ 155.00
Mechanical Inspector $ 180.00 Concrete Tests (Field Made Specimens) Rate Electrical Inspector $ 180.00 6" x 12" Cylinder: Compression Strength (ASTM C39) $ 47.00 Plumbing Inspector $ 180.00 4" x 8" Cylinder: Compression Strength (ASTM C39) $ 37.00 Building Inspector $ 180.00 Density of Structural Lightweight Concrete Equilibrium $ 95.00 Vibration Monitoring Technician $ 150.00 Oven Dry Method (ASTM C567) Field Engineering Technician $ 136.00 Core Compression including Trimming (ASTM C42) $ 79.00 6" x 6" x 18" Flexural Beams Not Exceeding Referenced $ 105.00 Size (ASTM C78, C293 or CTM 523)
Shop Inspection Personnel Rate Splitting Tensile Strength (ASTM C496) $ 105.00 Structural Steel Fabrication Inspector $ 136.00 Modulus of Elasticity Test (ASTM C469) $ 299.00 Batch Plant Quality Control Technician/Inspector $ 136.00 Rapid Chloride Permeability Test: Cylinders or Cores $ 578.00 Glue-Laminated Fabrication Inspector Quotation (ASTM C1202) Pre-Cast Concrete/Pipe Fabrication Inspector $ 136.00 Density, Absorption, and Voids in Hardened Concrete $ 578.00 (ASTM C642)
Flexural Toughness (ASTM C1609, Formerly ASTM C1018) $ 924.00 Nondestructive Testing Personnel Rate Flexural Toughness (ASTM C1550) $ 578.00 NDE Ultrasonic Testing Technician $ 140.00 Double Punch Strength of Fiber Reinforced Concrete $ 578.00 NDE Magnetic Particle Testing Technician $ 140.00 Coefficient of Thermal Expansion of Concrete $ 635.00 NDE Dye Penetrant Testing Technician $ 140.00 (CRD 39, AASHTO T336) Combination NDE Technician/Welding Inspector $ 140.00 Bulk Electrical Resistivity (ASTM C1876) $ 142.00 Radiographic Testing (Crew of 2) $ 380.00
NDE Engineer $ 225.00
Concrete Specimen Preparation Rate
Sawing of Specimens (Each) $ 42.00
Equipment Usage (Daily Unless Otherwise Noted) Rate Coring of Specimens in Lab (Each) $ 42.00 Skidmore $ 42.00 Grinding of Concrete Below 6000 psi Strength (Each) $ 58.00 Torque Wrench, Small $ 16.00 Grinding of Concrete 6000 psi Strength and Above (Each) $ 89.00 Torque Wrench, Large $ 27.00
Torque Multiplier $ 42.00 Laboratory Trial Batch: Concrete, Cement Air Meter $ 21.00 and Mortar Rate
Unit Weight Bucket $ 32.00 Compression Test 4"x8" Cylinders Made and Tested in $ 58.00 Field Concrete Scale $ 32.00 Laboratory (ASTM C192, C35) Brass Mold $ 21.00 Compression Test 6"x12" Cylinders Made and Tested in $ 69.00 Laboratory (ASTM C192, C35)
40005
Task
Code
95318
95309
40007
40006
40009
95315
95324
40012
95368
95369
70000
10010
10011
10026
10001
10017 95333
95348
95319
95327
95345
91010
91030
60003
70003
90005
20000
98000
10019
95351
95343
95336
30001
Task
Code
91000
10103
10105
95312
10109
10003
10009
30000
10115
10501
Task
10305
10409
10020
95330
20101
10201
20103
Task
Code
20102
95357
Task
95364
Code
95367
10101
95372
95370
95371
95373
90001
95300
70107
10005 95303
95341
10007
95342
10015
95339
95103
95306
95307
95347
95349
10013
95362
95360
10111
Task
70101
10107
60001
10113
10122
10500
10117
20107
75001
20109
70103 Task
Code
10207
20104
10203
Code
Code
20202
10301
10309
20203
20201
10403
10515
30002
10519
10521
10523
50003
20209
10325
10328
20205
20207
Task
Code
20211
10405
80003
Task
80006
Task
Code
20151
20157
20159
20160
30217
30216
95321
Task
Code
10401
Code
95322
95323
1 C . CONSULTANT FEE

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Twining, Inc. | City of Morgan Hill 5
Laboratory Trial Batch: Concrete, Cement
and Mortar, Continued Rate Soils and Aggregate Tests, Continued Rate 6" x 6" x 18" Flexural Beams Made and Tested in Laboratory $ 110.00 Compressive Strength of Molded Soil-Cement Cylinders $ 120.00 (ASTM C192, C78) (ASTM D1633)
Splitting Tensile Strength Cylinders Made and Tested in $ 126.00 Consolidation Test: Full Cycle (ASTM 2435, CTM 219) $ 226.00 Laboratory (ASTM C192, C496) Consolidation Test: Time Rate per Load Increment $ 55.00 Modulus of Elasticity Test Cylinders Made and Tested in $ 320.00 (ASTM D2435, CTM 219) Laboratory (ASTM C192, C469) Corrosivity Series: Sulfate, CI, pH, Resistivity (CTM 643, $ 285.00 Density of Structural Lightweight Concrete Made in the $ 116.00 417, and 422) Laboratory, Equilibrium or Oven Dry Method (ASTM C567) Crushed/Fractured Particles (ASTM D5821, CTM 205) $ 205.00 Bulk Electrical Resistivity (ASTM C1876) $ 165.00 Direct Shear Test: Remolded and/or Residual (ASTM D3080) $ 284.00 Laboratory Trial Batch (ASTM C192/Lab Procedure Performance) $ 575.00 Direct Shear Test: Undisturbed - Slow [CD] (ASTM D3080) $ 263.00 Concrete Mixture Design for Preconsruction Evaluation and $ 260.00 Direct Shear Test: Undisturbed - Fast [CU] (ASTM D3080) $ 226.00 Backup Data Development Durability Index: Per Method - A,B,C, or D (ASTM D3744, $ 242.00 Drying Shrinkage Up to 28 Days: Three 3" x 3" or 4" x 4" Bars, $ 565.00 CTM 229) Five Readings Up to 28 Dry Days (ASTM C157) Expansion Index (ASTM D4829, UBC 18-2) $ 200.00 Additional Reading, Per Set of Three Bars $ 52.00 Fine Aggregate Angularity (ASTM C1252, CTM 234, $ 220.00 Storage over Ninety (90) Days, Per Set of $ 38.00 AASHTO T304) Three Bars, Per Month Flat and Elongated Particle (ASTM D4791) $ 265.00 Setting Time Up to 7 Hours (ASTM C403) $ 175.00 Flat or Elongated Particle (ASTM D4791) $ 242.00 Bleeding (ASTM C232) $ 175.00 Maximum Density: Methods A/B/C (ASTM D1557, $ 220.00 Concrete Restrained Expansion (ASTM C878) $ 635.00 D698, CTM 216) Non-Shrink Grout: Height Change after Final Set (ASTM C1090) $ 575.00 Maximum Density: Check Point (ASTM D1557, D698) $ 80.00 Non-Shrink Grout: Height Change at Early Age (ASTM C827) $ 925.00 Maximum Density: AASHTO C [Modified] (AASHTO T-180) $ 226.00 Cracking Resistance, Set of Three Rings, Laboratory Trial $ 5,775.00 Maximum Index Density: Vibratory Table (ASTM D4253) $ 400.00 Batching, Test Until Cracking or Up to 28 Days (ASTM 1581) Moisture Content (ASTM D2216, CTM 226) $ 32.00 Evaluation of Pre-Packaged Masonry Mortars (ASTM C270) $ 1,270.00 Moisture and Density: Ring Sample (ASTM D2937) $ 38.00 Creep (ASTM C512) (One Age of Loading, 12 Months $ 9,240.00 Moisture and Density: Shelby Tube Sample (ASTM D2937) $ 45.00 Duration of Testing) Moisture-Density Relations of Soil-Cement Mixtures $ 320.00 Premixed in the Field (ASTM D558)
Chemical Analysis and Petrographic Moisture-Density Relations of Soil-Cement Mixtures $ 320.00 Examination of Concrete Rate Mixed in the Lab (ASTM D558) Chemical Analysis for Acid Soluble Chlorides $ 290.00 pH of Soils (ASTM D4972) $ 60.00 (ASTM C1152) (includes sample prep) Organic Content of Soils (ASTM D2974, Method A Only) $ 85.00 Chemical Analysis for Water Soluble Chlorides $ 180.00 Organic Impurities (ASTM C40, CTM 213) $ 105.00 (ASTM C1218) (includes sample prep) Permeability (ASTM D5084) Quotation Chloride Diffusion Coefficient of Cementitious $ 2,890.00 Potential Reactivity: Chemical Method (ASTM C289 - $ 610.00 Mixtures by Bulk Diffusion (ASTM C1556) Discontinued Method) Petrographic Examination of Hardened Concrete, Level II Potential Reactivity: Mortar Bar Expansion Method, $ 958.00 (ASTM 856) (Comprehensive) 14-Day Exposure (ASTM C1260) Each, One Sample $ 2,775.00 Potential Reactivity: Mortar Bar Expansion Method, $ 1,015.00 Each, Two or More Samples $ 2,425.00 28-Day Exposure (ASTM C1260) Potential Reactivity: Concrete Bar Expansion Method $ 3,120.00 (ASTM C1293), 12 month
Physical and Chemical Analysis of Cement Rate Potential Reactivity: Concrete Bar Expansion Method $ 3,350.00 Physical Testing and Chemical Analysis of Portland Cement $ 1,385.00 (ASTM C1293), 24 month per Standard Requirements (ASTM C150) Potential Reactivity of Aggregate Combination, Non-Standard $ 1,098.00 Chemical Analysis of Portland Cement per Standard $ 750.00 Method; 14-Day Exposure, Mortar (After ASTM C1567) Requirements (ASTM C150) Potential Reactivity of Aggregate Combination, Non-Standard $ 1,155.00 Physical Testing of Portland Cement per Standard $ 750.00 Method; 28-Day Exposure, Mortar (Sfter ASTM C1567) Requirements (ASTM C150) R-Value: Soil (ASTM 2844, CTM 301) $ 530.00 Physical Testing of Type K Cement, Mortar Expansion $ 750.00 R-Value: Aggregate Base (ASTM D2844, CTM 301) $ 530.00 (ASTM C806) Sand Equivalent (ASTM D2419, CTM 217) $ 148.00 Partial Analysis or Specific Physical Tests Quotation Sieve #200 Wash Only (ASTM D1140, CTM 202) $ 105.00 Sulfates Resistance of Hydraulic Cement (ASTM C1012), $ 3,120.00 Sieve with Hydrometer: 3/4" Gravel to Clay (ASTM D422, $ 290.00 6 Months D7928, CTM 203)
Sulfates Resistance of Hydraulic Cement (ASTM C1012), $ 3,465.00 Sieve with Hydrometer: Sand to Clay (ASTM D422, $ 278.00 12 months D7928, CTM 203)
Sieve Analysis Including Wash (ASTM C136, CTM 202) $ 175.00 Sieve Analysis Without Wash (ASTM C136, CTM 202) $ 142.00 Physical and Chemical Analysis of Fly Ash Rate Sieve Analysis: Split Sieve (ASTM C136, CTM 202) $ 278.00 Chemical Analysis of Fly Ash per Standard Requirements $ 750.00 Sieve Analysis Without Wash: With Cobbles (ASTM C136, $ 275.00 (ASTM C618) CTM 202)
Physical Testing of Fly Ash per Standard Requirements $ 750.00 Soundness: Sodium or Magnesium Sulfate, 5 Cycles $ 205.00 (ASTM C618) (ASTM C88)
Partial Analysis or Specific Physical Tests Quotation Specific Gravity and Absorption: Coarse (ASTM C127, $ 115.00 Chemical Analysis and Physical Testing of Fly Ash per $ 1,386.00 CTM 206) Standard Requirements (ASTM C1618) Specific Gravity and Absorption: Fine (ASTM C128, $ 190.00 Type 1L Cement (ASTM C595; Excludes Special Properties) $ 1,350.00 CTM 207) Swell/Settlement Potential: One Dimensional (ASTM D4546) $ 175.00 Physical Testing of Chemical Admixtures for Triaxial Quotation Concrete Rate Unconfined Compression (ASTM D2166, CTM 221) $ 220.00 Qualification of Admixture (ASTM C494) Quotation Unit Weight Per Cubic Foot (ASTM C29, CTM 212) $ 148.00 Voids in Aggregate with Known Specific Gravity (ASTM C29, $ 148.00 CTM 212)
Soils and Aggregate Tests Rate Lightweight Particles: Coarse, with Two Solutions (ASTM C123) $ 475.00 Abrasion: LA Rattler (ASTM C131) $ 230.00 Lightweight Particles: Fine, with One Solution (ASTM C123) $ 236.00 Abrasion: LA Rattler (ASTM C535) $ 240.00
Atterberg Limits/Plasticity Index (ASTM D4318, CTM 204) $ 185.00 California Bearing Ratio Excluding Maximum Density $ 635.00 Asphalt Concrete Tests Rate (ASTM D1883): Soil HMA Mixing and Preparation $ 148.00
California Bearing Ratio Excluding Maximum Density $ 750.00 HMA Mixing and Preparation with Aggregate Treatment $ 205.00 (ASTM D1883): Cement-Treated Soil Bulk Specific Gravity of Compacted Sample or Core: SSD $ 65.00 Cement-Treated Soil/Base Mix Design: Includes Three Trial $ 4,040.00 (ASTM D2726, CTM 308C) Cement Contents with Three Unconfined Compressive Strength Bulk Specific Gravity of Compacted Sample or Core: Parafin $ 95.00 Specimens per Cement Content Coated (ASTM D1188 and CTM 308A) Chloride and Sulfate Content (CTM 417, CTM 422) $ 205.00 Emulsion Residue, Evaporation (ASTM D244) $ 185.00 Clay Lumps and Friable Particles (ASTM C142) $ 230.00 Extraction: % Bitumen (ASTM D6307, CTM 382) $ 185.00 Cleanness Value: 1" x #4 (CTM 227) $ 205.00 Extraction: % Bitumen and Gradation (ASTM D5444, D6307, $ 250.00 Cleanness Value: 1.5" x .75" (CTM 227) $ 320.00 CTM 202, 382) Collapse Potential/Index (ASTM D5333) $ 265.00 Extraction: % Bitumen, Correction Factor (ASTM D6307, $ 405.00 CTM 382)
Task Task
Code
80194
80106
80110
80111
Task
Code
80196
70336
Code
70396
30503
30505
30223
Task
Code
30321
80149
70337
70398
Task
Code
80195
80123
70311
70313
30205
80143
80146
80147
70371
70301
70303
70304
Code
75032
30233
30322
30201
75028
75033
75031
30411
30412
75036
75024
75027
75040
30403
70393
70344
Task
Code
80140
70335
80126
30507
30508
70331
70333
30203
75004
30227
70315
30229
20263
Code
30225
80193
70367
70397
70392
70345
70305
30219
30317
30319
70360
70373
70361
70363
70365
70339
30237 70317
30234
70319
70321
Task
20265
70343
80001
70347
70394
70399
80103
30231
Task
70328
70330
70369
70309
70378
70325
30232
30207
30209
70359
70341
70340
70391
70357
70342
80100
30230
70351
70353
70355
80129
70349
30401
2 C . CONSULTANT FEE

Page 150 of 469 ends

Twining, Inc. | City of Morgan Hill 6
Asphalt Concrete Tests, Continued Rate Mortar and Grout Rate Chemical Extraction: % Bitumen and Sieve Analysis (ASTM D2172 $ 285.00 Compression: 2" x 4" Mortar Cylinders (ASTM C780) $ 62.00 Method A or B, ASTM D5444) Compression: 3" x 3" x 6" Grout Prisms, Includes Trimming $ 48.00 Lab Tested Maximum Density: Hveem, 3 briquettes (ASTM D1561, $ 250.00 (ASTM C1019) D1188, CTM 304, 308) Compression: 2" Cubes (ASTM C109) $ 65.00 Hveem Stabilometer Test, Premixed, 3 briquettes (ASTM D1560, $ 250.00 Compression: Cores Includes Trimming (ASTM C42) $ 75.00 D1561, CTM 304, 366)
Lab Tested Maximum Density: Marshall, 3 Briquettes $ 240.00 (ASTM D6926, D2726) Masonry Specimen Preparation Rate
Lab Tested Maximum Density: Marshall 6'' Specimen, $ 250.00 Cutting of Cubes or Prisms $ 75.00 3 Briquettes (ASTM D5581, D2726)
Lab Tested Maximum Density: Superpave Gyratory Compacted $ 105.00 Briquette, SSD, 1 Briquette (ASTM D6925, D2726) Fireproofing Tests Rate Lab Tested Maximum Density: Superpave Gyratory Compacted $ 105.00 Oven Dry Density (ASTM E605) $ 80.00 Briquette, Parafin, 1 Briquette (ASTM D1188, D6925)
Maximum Theoretical Specific Gravity [RICE] (ASTM D2041, $ 185.00 CTM 309) Gunite and Shotcrete Tests Rate
Marshall Stability and Flow, Cored Sample, Each (ASTM D6927) $ 90.00 Core Compression Including Trimming (ASTM C42) $ 75.00 Marshall Stability and Flow, Premixed, 3 Briquettes (ASTM D6926, $ 265.00 Compression: Cubes (Includes Saw Cutting) $ 100.00 D6927)
Marshall Stability and Flow, Gyratory Compacted Specimen $ 270.00 Concrete Roof Fill: Gypsum, Vermiculite, Perlite, Pre-Mixed, 3 Briquettes (ASTM D5581, D6925) Lightweight Insulating Concrete, Etc. Rate Marshall Stability and Flow 6'' Specimen, Premixed, 3 Briquettes $ 270.00 Compression Test (ASTM C495 and C472) $ 65.00 (ASTM D5581) Air Dry Density (ASTM C472) $ 48.00
Moisture Content (CTM 370) $ 100.00 Oven Dry Density (ASTM C495) $ 75.00 Wet Track Abrasion Test (ASTM D3910) $ 190.00
Hveem Mix Design (Excluding Aggregate Quality Tests) $ 5,460.00 Hveem Mix Design, with RAP (Excluding Aggregate Quality $ 5,927.00 Reinforcing Steel, ASTM A615, A706 Rate Tests, RAP Qualification) Tensile Test: # 11 or Smaller $ 68.00 Hveem Mix Design, with Lime (Excluding Aggregate Quality $ 6,300.00 Bend Test: # 11 or Smaller $ 65.00 Tests) Bend Test #14 or #18 $ 405.00
Hveem Mix Design Caltrans Untreated Mix (Including Aggregate $ 6,510.00 Tensile Test: # 14 $ 278.00 Quality Tests) Tensile Test: # 18 $ 395.00
Hveem Mix Design Caltrans Lime Treated Mix (Including $ 7,560.00 Aggregate Quality Tests)
Marshall Mix Design (Excluding Aggregate Quality Tests) $ 5,460.00 Reinforcing Steel - Welded or Coupled Specimens Rate Marshall Mix Design with RAP (Excluding Aggregate Quality $ 5,925.00 Tensile Test: Welded/Coupled #11 and Smaller $ 80.00 Tests) Tensile Test: Welded/Coupled #14 $ 290.00
Marshall Mix Design with Lime (Excluding Aggregate Quality $ 6,510.00 Tensile Test: Welded/Coupled #18 $ 435.00 Tests) Weld: Macroetch $ 90.00
Open Grade Asphalt Concrete Mix Design (ASTM D7064, $ 3,150.00 Slippage Test - Caltrans (CTM 670) $ 230.00 CTM 368) Tensile Test: Welded Hoops #11 and Smaller $ 168.00 Superpave Mix Design (Excluding Aggregate Quality Tests) $ 11,130.00 Superpave Mix Design, with RAP (Excluding Aggregate $ 11,760.00 Quality Tests) Metal and Steel Testing Rate
Superpave Mix Design, with Rubber (Excluding Aggregate $ 11,760.00 Tensile Strength: Up to 100K Pounds (Each) $ 75.00 Quality Tests) Tensile Strength: Up to 200K Pounds (Each) $ 90.00 Superpave Mix Design, with Additives (Excluding Aggregate $ 12,075.00 Tensile Strength: Up to 300K Pounds (Each) $ 105.00 Quality Tests) Tensile Strength: Up to 400K Pounds (Each) $ 163.00 Effect of Moisture on Asphalt Paving Mixtures, Pre-Mixed $ 1,155.00 Tensile Strength: 400K to 600K Pounds (Each) $ 405.00 (ASTM D4867, AASHTO T283) Tensile Strength: Stress-Strain Percent Offset $ 205.00 Hamburg Wheel Track Test, 20,000 Passes, 4 Briquettes $ 1,270.00 Weld: Macroetch $ 90.00 (AASHTO T324) Weld: Fracture $ 48.00
Raveling Test of Cold Mixed Emulsified Asphalt (ASTM D7196) $ 230.00 Bend Test $ 65.00 Marshall Stability, Wet Set, 3 Replicates (AASHTO T245) $ 405.00 Flattening Test $ 80.00 Marshall Stability, Dry Set, 3 Replicates (AASHTO T245) $ 350.00 Hardness Test (ASTM E18) $ 95.00 Cold Recycled Asphalt Mix Design: 2 Gradings Each, $ 11,025.00 Bolt: Axial Tensile Test (Up to 7/8" diameter) $ 58.00 3 Emulsion Content (Caltrans LP-8) Bolt: Wedge Tensile Test (Up to 7/8" diameter) $ 74.00 Bolt: Axial Tensile Test (Greater than 7/8" Up to 1" diameter) $ 80.00 Bolt: Wedge Tensile Test (Greater than 7/8" Up to 1" diameter) $ 105.00 Brick Masonry Tests, ASTM C67 Rate Bolt: Axial Tensile Test (Greater than 1" diameter) $ 120.00 Modulus of Rupture: Flexural $ 105.00 Bolt: Wedge Tensile Test (Greater than 1" diameter) $ 130.00 Compression Strength $ 63.00 Bolt: Proof Load Test (Up to 7/8") $ 90.00 Absorption: 5 Hour or 24 Hour $ 68.00 Bolt: Proof Load Test (Greater than 7/8" Up to 1" diameter) $ 110.00 Absorption (Boil): 1, 2 or 5 Hours $ 105.00 Bolt: Proof Load Test (Greater than 1") $ 126.00 Initial Rate of Absorption $ 58.00 Nut: Proof Load Test (Up to 7/8") $ 63.00 Efflorescence $ 79.00 Nut: Proof Load Test (Greater than 7/8" Up to 1" diameter) $ 90.00 Cores: Compression $ 74.00 Nut: Proof Load Test (Greater than 1") $ 95.00 Shear Test on Brick Cores: 2 Faces $ 105.00
Chemical Testing of Metal and Steel Rate
Concrete Block, ASTM C140 Rate Steel Chemical Analysis $ 185.00 Compression $ 100.00 Weight of Galvanized Coating (ASTM A90) $ 90.00 Absorption/Moisture Content/Oven Dry Density $ 100.00 Epoxy Coating Thickness $ 90.00 Linear Shrinkage (ASTM C426) $ 257.00 Coating Thickness $ 90.00 Web and Face Shell Measurements $ 53.00
Tension Test $ 179.00 Machining and Preparation of Tensile and Bend Core Compression $ 74.00 Sample: Carbon Steel Rate
Shear Test of Masonry Cores: 2 Faces $ 105.00 Machinist: Initial Preparation from Mock-Up, Etc. (Per Hour) $ 110.00 Efflorescence Tests $ 79.00 Sawcut to Overall Width (Per 0.5" Thickness or Fraction $ 63.00 Thereof)
Machine to Test Configuration: Milled Specimens $ 80.00 Masonry Prisms, ASTM C1314 Rate Machine to Test Configuration: Turned Specimens (Per 0.5" $ 158.00 Compression Test: Composite Masonry Prisms Up to 8" x 16" $ 220.00 Thickness or Fraction Thereof) Compression Test: Composite Masonry Prisms Up to 8" x 16" $ 290.00 Prepare Subsize Specimens (Per 0.5" Thickness or Fraction $ 100.00 Prism Cord Modulus of Elasticity $ 625.00 Thereof)
Prism Cord Modulus of Elasticity with Transverse Strain $ 765.00 (for Double-Wythe Specimen)
80177
75042
75030
Task Task
Code Code
Task
Code
20155
75050
75048
Task
20521
Task
75057
20401
20361
Task
20371
20373
20379
Code
20357
20640
20641
20545
20611
20365
20501
20503
20525
20315
20507
Code
20615
75068
75067
75111
75039
20547
20609
Code
20601
20529
75084
75087
75049
75051
75052
75113
75109
20329
20333
20307
20309
75114
75070
Task
20323
Code
Task
Code
20303
20341
20311
20313
75083
20335
20339
Task
75005
20331
20321
20327
75093
75096
20753
20634
20630
Code
80170
20504
20505
Task
Code
20532
20347
Code
75099
75090
20757
20759
75115
20343
20346
20301
20351
20353
20305
20355
75075
75094
75095
20751
Task
20637
20638
20639
20636
20635
20531
20633
Task
20632
20617
20603
20605
20755
20631
20607
Task
Code
80176
20619
80173
Code
Task
20523
75107
75063
75069
75066
Code
75106
C . CONSULTANT FEE

Page 151 of 469 ends

13 Updated May 2023

EXHIBIT C

SCHEDULE OF PERFORMANCE
Performance schedules for work to be performed will be determined on a project by project basis and approved by the City Manager's designated project manager prior to work on each specific project
commencing

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6 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Inga Alonzo, Management Analyst
APPROVED BY: City Manager

APPROVE A THREE-YEAR MAINTENANCE SERVICE AGREEMENT WITH

PETERSON POWER SYSTEMS FOR GENERATOR MAINTENANCE AND

REPAIR SERVICES

RECOMMENDATION(S)
Approve and authorize the City Manager to execute and administer a three year agreement with Peterson Power Systems in the not-to-exceed amount of $295,195 for annual and preventive maintenance, repair, emergency repair, and rentals for the City’s 28 standby generators.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Maintaining and Enhancing Infrastructure
2022-2023 Strategic Priorities
Fiscal Sustainability
Guiding Documents
Water System Master Plan
Wastewater System Master Plan
REPORT NARRATIVE:

The City’s fleet of generators are required to provide electrical power back-up for well sites, booster stations, water storage tanks, sewer lift stations, 911 dispatching towers, and other City facilities in the event of a power outage. It is crucial to maintain the constant readiness of these generators through annual servicing, ongoing repair, parts (as needed), rentals for equipment downtime, and preventive maintenance on a three-year rotational servicing schedule. These generators are also permitted through the state of California and must meet the emissions and reporting requirements in order to continue the units when needed.

A detailed Request for Proposals (RFP) was posted in March 2023 to select a highly experienced and capable contractor for maintenance, repair, and emergency servicing for the City’s 28 standby generators. The contractor is responsible for furnishing all the labor, machine shop work, field work, shop and field welding, miscellaneous repair, travel time, and expenses necessary to provide generator routine annual service, preventive maintenance,

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6 emergency repair, and rentals for generator downtime. The contractor must also provide three reports annually for each unit including a service report, a load test report, and an oil analysis report with all of their findings. The RFP was advertised in the Morgan Hill Times, posted to the City’s website and Public Purchase website. A mandatory pre-bid meeting was held to convey to all potential bidders the details and full expectations of the City with this contract.

The City received four proposals, but one was a day late and thus was not accepted.

Another was deemed non-responsive as it did not fulfill the requirements of the full requirements of the RFP. The remaining two were thoroughly reviewed by a four person evaluation panel. The resulting weighted scores from the panel are as follows:

Weighted Score Results
Generator Maintenance Services FY24-26
PowerGen Peterson Power

1. Experience and Qualifications of the
contractor in general as well as the project
manager and other key individuals. Provided
safety program details and a statement of
qualifications.

POINTS 25 20.50 21.75

2. Capability to perform necessary tasks,
resolve problems, provide good customer
service, and provide timely repairs. Includes
detailed electronic sample reports. Provided
other information that is helpful in evaluating
the company's ability to do the work.

POINTS 30 22.50 27.75

3. References and Quality of proposal
including compliance with proposal
requirements. Feedback from multiple
references was positive.

POINTS 15 7.50 14.00

4. Fee Schedule forms. Cost breakdown
makes sense. Lowest cost. Points as laid out
in RFP.

POINTS 30 30.00 20.15
OVERALL SCORE 80.50 83.65

Page 154 of 469 ends

6 Peterson Power received the highest weighted overall score. Evaluators found them to be highly capable and experienced and they have a local facility in San Martin with Morgan Hill based technicians. Their references gave very valuable feedback as to their service standards, reporting ability, reliability, and responsiveness in emergency situations.

Therefore, staff recommends City Council’s approval of a three-year agreement for Generator Maintenance Services with Peterson Power Corporation for the City’s fleet of 28 standby generators.

COMMUNITY ENGAGEMENT:

Not Applicable
Since maintenance of the City’s facility, water, and wastewater generators is a regular operational function of the City, no efforts were made to inform the community about this proposed project.

ALTERNATIVE ACTIONS:

City Council could choose to reject the proposals and reissue an RFP. This is not recommended as it would leave the City without service for a period of time and is not likely to result in a contract with added value. Generators are required to provide back-up power to water and wastewater facilities as well as City facilities in the event of a power outage and are necessary for the provision of essential services to the community. Ongoing maintenance and repair are crucial in assuring the generators are functioning properly at all times.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On December 2, 2020, City Council approved a three year agreement with Odyssey Power Corporation for generator maintenance services in the amount of $225,000.

FISCAL AND RESOURCE IMPACT:

The three-year agreement with a not-to-exceed amount of $295,195 is subject to future years appropriations, of which, $194,075 is for routine annual services, $81,120 is for 3-year rotational preventative maintenance, and remaining $20,000 is for unforeseen emergency repairs and/or generator rentals. Funds for this agreement are budgeted for in the specific areas the generators service: Water Operations (48%, Fund 650), Sewer Operations (32%, Fund 640), Fire Operations (8%, Fund 010) and Building Maintenance (12%, Fund 740); no further appropriation of funds is necessary.

CEQA (California Environmental Quality Act):

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

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1 Updated: May 2023

MAINTENANCE SERVICE AGREEMENT
PETERSON POWER SYSTEMS, 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 Peterson Power Systems, Inc. a California corporation ("SERVICE PROVIDER") 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, 2027 at which time SERVICE PROVIDER’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 SERVICE PROVIDER shall be Generator Maintenance and Repair Services as further described in Exhibit A.

4. Compensation. SERVICE PROVIDER shall be compensated as follows:

4.1. Amount. $295,195.00. Total compensation to SERVICE PROVIDER under this Agreement during its initial term set forth in Section 2 above shall not exceed Two Hundred Nintey-Five Thousand One Hundred Nintey-Five 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 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 SERVICE PROVIDER during that extended term period, 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 extended term exceed 105% of the maximum compensation allowed to be paid to SERVICE PROVIDER for one year of service during the initial term of this Agreement.

4.2. Billing. SERVICE PROVIDER 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 SERVICE PROVIDER 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 14 Notices. Payment will be made to SERVICE PROVIDER within thirty (30) days of receipt of invoice by CITY. 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.

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2 Updated: May 2023

5. Termination. CITY or SERVICE PROVIDER 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, SERVICE PROVIDER shall submit to CITY an itemized statement of services performed for which compensation has not been paid. CITY may require SERVICE PROVIDER to complete certain work product or documents and SERVICE PROVIDER shall deliver to CITY all documents in its possession without additional compensation to SERVICE PROVIDER. The City Manager 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 SERVICE PROVIDER 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. SERVICE PROVIDER represents that it is qualified by virtue of experience, training, education, and expertise to accomplish these services. Services shall be performed by SERVICE PROVIDER in accordance with professional practices in a manner consistent with a level of care, competence and skill exercised by qualified members of SERVICE PROVIDER’S profession. By delivery of completed work, SERVICE PROVIDER certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. SERVICE PROVIDER is liable for any property damage caused by SERVICE PROVIDER or its Subcontractors during performance of the services and shall notify the CITY of damage within 24 hours of the occurrence. SERVICE PROVIDER must promptly repair or replace any real or personal property damage and must promptly restore the property to its original or intended condition. CITY may repair or replace the real or personal property damage if SERVICE PROVIDER fails to do so, and the cost of the repairs or replacement may be deducted or offset from any compensation due to SERVICE PROVIDER.

6.1. Schedule. SERVICE PROVIDER 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. The 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.

6.2. Storage of Service Provider’s Equipment. If SERVICE PROVIDER desires to leave or store any of SERVICE PROVIDER’S equipment at a CITY site while SERVICE PROVIDER is performing work or service pursuant to this Agreement, SERVICE PROVIDER will first obtain the consent of the 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 SERVICE PROVIDER’S sole risk.

7. Hazardous Materials. Without limiting any other requirement or obligation of SERVICE PROVIDER under this Agreement, if SERVICE PROVIDER needs to use any material or chemical considered to be a hazardous material under any federal, state or local law, regulation or policy, SERVICE PROVIDER agrees to fully and timely abide by and comply with all laws, regulations and policies pertaining to the use, transport, removal, handling, disposal or other activity related to any and all such materials or chemicals. Prior to commencement of work or services under this Agreement, SERVICE PROVIDER shall provide CITY with a complete list of the hazardous materials SERVICE PROVIDER reasonably anticipates it may need to use to provide the services of SERVICE PROVIDER under this Agreement, together with the reasonably anticipated quantities thereof, if requested by CITY.

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3 Updated: May 2023

8. Insurance Requirements. SERVICE PROVIDER 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 SERVICE PROVIDER, 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. SERVICE PROVIDER further understands that CITY reserves the right to modify the insurance requirements set forth herein, with thirty (30) days’ notice provided to SERVICE PROVIDER, at any time as deemed necessary to protect the interests of CITY.

8.1. Insurance Types and Amounts.

8.1.1. Commercial General Liability (CGL). SERVICE PROVIDER 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 SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

8.1.2. Automobile Liability. SERVICE PROVIDER shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if SERVICE PROVIDER does not own automobiles, then SERVICE PROVIDER shall maintain Hired/Nonowned 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 SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

8.1.3. Workers’ Compensation Insurance and Employer’s Liability. SERVICE PROVIDER 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 SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater. If SERVICE PROVIDER is self-insured, SERVICE PROVIDER shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.

8.1.4. Pollution (Environmental) Liability. If the performance of SERVICE PROVIDER’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, SERVICE PROVIDER shall procure and maintain Pollution Liability covering the SERVICE PROVIDER’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

Page 158 of 469 ends

4 Updated: May 2023
dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

8.1.5. Professional Liability.

8.1.5.1. If the performance of SERVICE PROVIDER’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), SERVICE PROVIDER 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 SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater. Further, if SERVICE PROVIDER maintains a claims-made policy, SERVICE PROVIDER shall provide written evidence of such insurance to CITY for at least five (5) years after the completion of work performed under this Agreement.

8.1.5.2. If the performance of SERVICE PROVIDER’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), SERVICE PROVIDER 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 SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

8.1.6. Sexual Abuse/Molestation Liability (SML): If the performance of SERVICE PROVIDER’S work or service under this Agreement involves contact with minors, SERVICE PROVIDER 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 SERVICE PROVIDER under SERVICE PROVIDER’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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

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

8.2.1.1. “Additionally Insured” - The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers are named as additional insureds on a form at least as broad as ISO Form CG 20 10 for ongoing operations.

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8.2.1.2. “Waiver of Rights of Subrogation” - The insurer waives the right of subrogation against the City of Morgan Hill and CITY’S elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers; and

8.2.1.3. “Primary and Non-Contributing” - Insurance shall be endorsed to be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as ISO Form CG 20

01. 8.2.2. Workers Compensation.

If the performance of SERVICE PROVIDER’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, SERVICE PROVIDER’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.

8.3. 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.

8.4. Certificates. SERVICE PROVIDER 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, SERVICE PROVIDER shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein. No policy subject to SERVICE PROVIDER’S agreement with 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 8. 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

9. 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.

10. Compliance with Law.

10.1. SERVICE PROVIDER 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. SERVICE PROVIDER and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon any basis prohibited by State or Federal law, including but not limited to, race, color, creed, religion, gender, marital status, age, sexual

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orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

10.2. Without limiting the provisions of Section 10.1 above, each worker performing work under this Agreement shall be paid at a rate not less than the prevailing wage as defined in Sections 1771 and 1774 of the Labor Code. The prevailing wage rates are available online at http://www.dir.ca.gov/dlsr. SERVICE PROVIDER shall post a copy of the applicable prevailing rates at the Worksite. Pursuant to Labor Code Section 1775, SERVICE PROVIDER and any Subcontractor shall forfeit to CITY as a penalty up to two hundred dollars ($200.00) for each calendar day, or portion thereof, for each worker paid less than the applicable prevailing wage rate. SERVICE PROVIDER shall also pay each worker the difference between the applicable prevailing wage rate and the amount actually paid to that worker.

10.3. DIR Registration. CITY will not accept a Bid Proposal from or enter into a contract with a SERVICE PROVIDER, without first receiving proof to the satisfaction of CITY that SERVICE PROVIDER and its subcontractors are registered with the California Department of Industrial Relations to perform public work under Labor Code Section 1725.5, subject to limited legal exceptions. Under Labor Code section 1771.4, this Agreement is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.

10.4. Compliance with Wage and Hour Laws: SERVICE PROVIDER, 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 SERVICE PROVIDER and/or its Subcontractors: BY SIGNING

THIS AGREEMENT, SERVICE PROVIDER 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 SERVICE PROVIDER OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS.

SERVICE PROVIDER 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 SERVICE PROVIDER or any subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or SERVICE PROVIDER learns of such a judgment, decision, or order that was not previously disclosed, SERVICE PROVIDER 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

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judgment, decision or order. SERVICE PROVIDER 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. CITY reserves the right to require SERVICE PROVIDER to enter into an agreement with CITY regarding the manner in which any such final judgment, decision, or order will be satisfied.

City’s Right to Withhold Payment: Where SERVICE PROVIDER 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, CITY reserves the right to withhold payment to SERVICE PROVIDER 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.

11. Independent Contractor. SERVICE PROVIDER is an independent contractor and not an agent or employee of CITY.

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

13. Conflict of Interest and Reporting. SERVICE PROVIDER shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement.

14. 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 SERVICE PROVIDER is as follows:

Peterson Power Systems, Inc.
2828 Teagarden Street
San Leandro, CA 94577

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Address of CITY is as follows:

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

15. Licenses, Permits and Fees. SERVICE PROVIDER 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.

16. Service Provider’s Proposal. If applicable, this Agreement shall include SERVICE PROVIDER'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.

17. Maintenance of Records.

17.1. Maintenance. SERVICE PROVIDER 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. SERVICE PROVIDER 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 SERVICE PROVIDER shall retain said records until such action is resolved.

17.2. Access to and Audit of Records. CITY shall have the right to examine, monitor and audit all records, documents, conditions, and activities of SERVICE PROVIDER 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 CITY or as part of any audit of 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.

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

18. Familiarity with Work. By executing this Agreement, SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER'S risk, until written instructions are received from CITY.

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

20. No Assignment. Neither this Agreement nor any portion shall be assigned by SERVICE PROVIDER, without prior written consent of CITY. Any attempted assignment not first approved by

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CITY shall be void and, at CITY’S option, shall terminate this Agreement effective as of the date of such attempted assignment.

21. 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.

22. Defense and Indemnification.

22.1. Defense and Indemnification. SERVICE PROVIDER 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 SERVICE PROVIDER, and/or its agents, officers, employees, subcontractors, or independent contractors (“CLAIM”).

22.2. Exceptions. SERVICE PROVIDER 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 CITY.

22.3. 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 SERVICE PROVIDER.

22.4. Right to Offset. CITY shall have the right to offset against any compensation due SERVICE PROVIDER under this Agreement any amount due CITY from SERVICE PROVIDER as a result of SERVICE PROVIDER’S failure to pay CITY promptly any indemnification arising under this Section (22) and any amount due CITY from SERVICE PROVIDER arising from SERVICE PROVIDER’S failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.

22.5. 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 SERVICE PROVIDER 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.

23. 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 SERVICE PROVIDER. 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.

24. 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.

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25. 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.

26. 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.

27. Binding Agreement. Notwithstanding the provisions of Section 20 above, this Agreement shall bind any and all successors in interest, legal representatives and/or other permitted assignees or transferees of SERVICE PROVIDER in the same manner as if those successors in interest, legal representatives or other permitted assignees or transferees had entered into this Agreement originally.

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

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: Peterson Power Systems, Inc
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
507000 1000005682
Contractor’s License Number(s) (if applicable) Contractor’s DIR Registration Number(s) (if applicable) Expiration Date(s) 03/31/2025 Expiration Date(s) 06/30/2025 Seal:

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EXHIBIT A

SCOPE OF SERVICES
The scope of this contract is to provide routine, preventive, and emergency maintenance and repairs to the City of Morgan Hill’s 28 generators at different location throughout the city. The contractor will be responsible for furnishing any and all necessary parts, labor, machine shop work, field work, shop and field welding, miscellaneous repair, travel time, expenses, and equipment necessary to do the work required.

Task 1 - Routine Annual Service
Routine annual service is performed once a year on every City generator listed in Attachment A, Task 1, and shall include the following services:

1. ENGINE LUBRICATING SYSTEM
A. Check oil level and top off
B. Check oil pressure using unit mounted gauge
C. Check engine for unusual oil leaks

2. FUEL SYSTEM
A. Check fuel pressure (if equipped)
B. Inspect fuel system for leaks
C. Check day tank fuel level & main tank (gage only)

3. INTAKE SYSTEM
A. Check all hoses and connections
B. Visually check air cleaner

4. GOVERNOR
A. Check all linkages & ball joints (if applicable)
B. Check oil in governor (if applicable)
C. Check any unusual oil/fuel leakage

5. COOLING SYSTEM
A. Check coolant level & inhibitor content, top off
B. Check temperature of jacket water heater
C. Check condition of all belts, hoses and connections

6. ENGINE ELECTRICAL STARTING SYSTEM
A. Check battery cap vents (lead acid only)
B. Check battery water levels & adj. (lead acid only)
C. Visually check batteries & connections
D. Check battery charging system for correct operation and adjust as needed

7. GENERATOR
A. Check generator & instruments under bldg. load (if possible) B. Check general appearance of air screen

8. ENGINE CONTROLS
A. Check generator and instruments under bldg. load (if possible) B. Check general appearance

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9. GENERAL
A. Visually check engine mounts
B. Visually check complete unit

10. GENERATOR SWITCHGEAR & EMERGENCY SOURCE FEEDERS
A. Operate generator circuit breaker manually
at time of visit (if possible)

11. RUNNING TEST
A. BEFORE STARTING ENGINE:
• Check engine oil level and coolant level.
• Check block heater-will maintain coolant temperature of about 90 degrees F in the block. Check fuel level in storage tank.
• Check battery water level and top as necessary.
• Check battery terminals for corrosion and connections for tightness (lead acid).

B. WITH ENGINE RUNNING:
• Check oil pressure.
• Check fuel pressure.
• Check oil level and add oil as required. Check RPM (frequency). • Check generated voltage.
• Check for leaks of unusual noises.

C. AFTER STOPPING ENGINE:
• Check/verify all switches are in proper positions for automatic start. Check fuel level in tank.
• Record battery charger volts, check for proper operation. Remove, clean and reinstall all battery connections (lead acid). Inspect generator for cleanliness. • Drain crankcase oil and replace with new oil. Remove and replace oil and fuel filters. • Inspect air filter(s) and replace as required.
• Start engine and load with contractor supplied resistive load bank. Run under load for at least one hour.
• Check generator output. Take oil sample for analysis.

12. REPORTING:

A. Provide the following reports for each generator to the Utilities Division in electronic form (Word, Excel, or PDF). Handwritten reports will not be accepted:
• Service report – report must include the following:
a. Work order number, date, employee name
b. Generator City ID number, manufacturer, model, serial number, location c. Status of all items and details on list 1-11 above
d. Any action items needed if status is not normal
• Load test - with full interpretation of results
• Oil Analysis – with full interpretation of results
B. Advise customer of any/all unusual situations or potential problems which will require further attention.

C. Advise when main fuel tank is below 3/4 full.

Routine annual services shall be performed on normal workdays defined as non-holiday Mondays through Thursdays, 6:30 AM through 4:00 PM and Fridays, 6:30 AM through 3:00 PM.

These services shall be scheduled in the months of October through December. Invoices for

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annual services shall not be sent to the City without the service, load test, and oil analysis reports completed and attached.

Task 2 - Preventive Maintenance Services
Preventive Maintenance Service is a three-year rotational program (PM-3) in which the contractor shall include the following services on City generators per the rotational schedule per Attachment A. Task 2:

1. Replacement of fan and alternator drive belts.

2. Replacement of engine cooling system hoses.

3. Block heater hoses replaced with high temperature silicone hoses.

4. Replacement of standard ethylene glycol coolant.

5. Replacement of the batteries.

PM-3 and routine annual service shall be performed concurrently on those generators that are due for PM-3 maintenance in that fiscal year. Preventive maintenance and repair services shall be performed on normal workday hours defined as non-holiday Mondays through Thursdays, 6:30 AM through 4:00 PM and Fridays, 6:30 AM through 3:00 PM. Preventive maintenance services shall be scheduled in the months of October through December.

Task 3 - On-Call Emergency and Non-Emergency Repair Services Contractor shall provide on-call emergency and non-emergency repairs on a time and material basis. Hourly rates paid to under the agreement shall be only for actual productive hours on the job site. The City shall not be directly invoiced for the following:
• Travel and/or transportation of workers;
• Parts and materials acquisition including freight, handling, and delivery; and • Movement of Contractor owned or rented equipment,
For purposes of the agreement, these are considered overhead, and the costs shall be included in the fixed hourly rates in Attachment A, Task 3. All invoices to the City for on-call emergency and non-emergency repair services must include a breakdown of number of hours for all fixed rates charged and the original cost and mark up price for all parts and materials charged. The City shall reserve the right to request backup documentation for the contractor’s original cost on parts and materials.

The City will not consider any proposal with a parts and materials markup in excess of 25%.

A. Non-Emergency Repair Services
Contractor shall provide written, “not to exceed,” estimates on all non-emergency repairs.

These estimates shall include number of hours, hourly rate, number and type of employees required, estimated material costs, markup cost, and completion date. All work for nonemergency repairs shall be performed during regular operating hours and per the regular rates on Attachment A, Task 3. Contractor shall respond to email or phone requests for estimates within 24 hours and provide written estimates within three business days of the original request date. It shall be the Contractor’s responsibility to ensure it has all information to prepare accurate estimates. No repair will be done without the written approval by the City’s representative.

B. Emergency Repair/After Hours Services

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Contractor shall provide a fixed hourly rate for emergency/after-hours services. Contractor shall have the ability to respond to emergency repairs twenty-four hours a day, seven days per week. The contractor shall provide the City with a current directory its emergency response personnel including phone numbers and emails and/or details on how to contact them on a 24 hour basis. The contractor shall keep the City informed of any changes in emergency response personnel and provide updated contact information. Once the City initiates a communication for emergency service, the Contractor must be able to reach the site of the emergency within 2 hours of the initial communication. It will be at the sole discretion of the City to determine if a situation is an emergency or not. It is possible to have instances where an initial service is an emergency or after hour event, and the rest of the service is nonemergency.

Per Addendum 1 to the project RFP documents, three of the existing generators have been bid for replacement. The City does not know exactly when they will be replaced. They are all being replaced with Kohler brand generators. Therefore, the instructions for the Schedule of Compensation Rates for Routine Annual Services were included in the Addendum as follows:

For Routine Annual Services, the three affected line items are below. Contractor shall calculate the FY24 Service Cost for the manufacturer and model for the generator listed for that line on

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cost for the replacement generator manufacturer and model listed below and record the cost in the appropriate field.

Location Address Manufacturer Model
Line 6 Jackson Booster 3482 White Oak Ct. Kohler 200REOZJF Line 14 C Lift Station 3272 Quail Lane Kohler 80REOZJF
Line 16 I Lift Station 19160 Saffron Drive Kohler 30REOZK

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Task 1 - Routine Annual Services - All Generators
As described in the scope of work, the annual services cost per unit must include all parts, materials, field work, shop work, welding, labor, travel, mileage, and any other expenses required to do the work.

FY24 Routine FY25 Routine FV26 Routine
Annual Service Annual Service Annual Service
UNIT# LOCATION ADDRESS MANUFACTURER MODEL SERIAL# YEAR KW Cost Cost Cost 105 Edes Street
I W19016 PORTABLE TRAILER• Bus Yard• Blue Star VD150-02FT4 7008485967 2019 150 $2295 2495 2595
1100 Diana Avenue
2 Wl7014 PORTABLE TRAILER• Diana #3 Well• Blue Star VD150-02FT4 103507 2017 150 $2295 $2495 $2595
1240 San Pedro Avenue
3 Wl6013 PORTABLE TRAILER' San Pedro Well• Blue Star VD150-02FT4 L-10981 2016 150 $2295 $2495 $2595
100 East Dunne Avenue
4 Wl3007 PORTABLE TRAILER' Dunne# 1 & 2 Wells• Doosan G190 451800UCXE57 2013 190 $2295 $2495 $2595
5 W05020 HOLIDAY RESERVOIR 3100 Lakeview Court Kohler lOROZ 2037908 2005 10 $1655 $1795 $1950
6 W06022 JACKSON BOOSTER 3482 White Oak Ct Katolight D200FRJ 4T2 106704-0405 2006 200 $2295 $2495 $2595
16360 Oak Canyon
$2295 $2495 $2595 7 W16005 JACKSON RESERVOIR Drive Kohler lSOREOZJF 5GM32GT36 2016 150 8 W92008 E. DUNNE BOOSTER 2375 East Dunne Avenu« Catapillar 3412 81Zll841 1992 500 $3615 $3830 $3995
200 Diana Avenue
9 Wl5012 PORTABLE TRAILER• Diana #1 Well• Magnum 6068HFG95A PE6068R054060 2015 150 $2295 $2495 $2595
490 Uagas Road
10 W09023 PORTABLE TRAILER• llagasBooster• Kohler 150REOZJD 2259122 2009 150 $2295 $2495 $2595
470 East Main Avenue
11 Wl4011 PORTABLE TRAILER' MainWeW Doosan Gl90 461126UAVE57 2014 190 $2295 $2495 $2595
17002 Murphy Avenue
$2295 $2495 $2595 12 Wl9017 PORTABLE TRAILER' Nordstom Well• Blue Star VD 150-02FT4 7008495531 2019 150 105 Edes Street
13 Wl9024 PORTABLE TRAILER' Bus Yard• Blue Star VD 150-02FT4 7008499277 2019 150 $2295 $2495 $2595
14 503006 C LIFT STATION 3272 Qulal uine Kohler 80REOZJB 0768962 2003 80 $1955 $2130 $2295
15 S03018 B LIFT STATION 17558 Holiday Drive Kohler 40REOZJB 0761654 2003 40 $1650 $1795 $1995
16 504019 I LIFT STATION 19160 saffron Drive Synergy 30JDA 00-210323-01 2004 30 $1650 $1795 $1995
17 506021 G LIFT STATION 18615 Monterey Road Olympian OP40P2 OLYOOOOOKNPF35! 2006 40 $1650 $1795 $1995
1603S Jackson Oaks
18 518025 J LIFT STATION Drive Kohler 40REOZK4 33G3GMFN0007 2018 40 $1650 $1795 $1995
105 Edes Street
19 S14009 PORTABLE TRAILER• Bus Yard• Generac MMG7SD 1409119 2014 75 $1995 $2195 $2395
105 Edes Street
20 515010 PORTABLE TRAILER' Bus Yard* Magnum 4045HFG92 PE4045R089480 2015 75 $1995 $2195 $2395 17670 Racoon Court
21 517003 PORTABLE TRAILER' A lift Station• Grand Watts TAD571VE 7005308517 2017 60 $1995 $2195 $2395
22 SG035 WOODLAND COMM Sil 2275 Rolling Hills Drive Generac SG0035AG035 3001737818 2017 32 $1650 $1795 $1995 1305 West Dunne
23 B01002 EL TORO RESERVOIR Avenue Generac 1554330100 2062789 2001 45 $1650 $1795 $1995
24 889004 CITY HALL 17555 Peak Avenue Catapillar 3408 78Z03200 1989 400 $2585 $2745 $2945
25 885001 SCHOOL DIST/ CORP VI 105 Edes Street DMT 250 G CUMMINS 860280 1985 250 $2450 $2615 $2795
16200 Vineyard
26 699013 POLICE STATION Boulevard Generac 6063TK35R 06R0774364 1999 350 $2585 $2745 $2945
2100 East Dunne Engine# 67057 $1650 $1795 $1995 27 #813 FIRE STATION Avenue Generac 95A00415-S 2020473 so 18300 Old Monterey
$1650 $1795 $1995 28 #822 FIRE STATION Road Generac 9SA004133-S 2022956 50 ' LOCATIONS CHANGE ON PORTABLE UNITS Annual Total $59,275 $64,250 $68,615 Three Year Total $194,075.00
16 EXHIBIT B

SCHEDULE OF COMPENSATION RATES

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17 THIS FORM MUST BE USED WHEN SUBMITTING PROPOSAL
Task 2- Preventive Maintenance Services (PM-3)*
The Preventive Maintenance Service is a 3-year rotational program. PM-3 maintenance costs shall include all parts, materials, field work, welding, labor, travel, mileage, and any other expenses required to do the work. PM-3 services and routine annual services shall be performed concurrently on those generators that are due for PM-3 maintenance in that fiscal year.

FY 23/24 PM-3
Cost/Unit FY 24/25 PM-3 Cost/Unit FY 25/26 PM-3 Cost/Unit 1 B01002 $2055 B85001 $4275 B89004 $4210
2 S14009 $2875 B99013 $4225 S06021 $2055
3 W17014 $3145 S03018 $2055 S15010 $2850
4 W92008 $4275 S17003 $2850 W16013 $3145
5 W13007 $3310 S18025 $2025 W19016 $3145
6 W14011 $3145 SG035 $2025 W19017 $3145
7 W15012 $3145 W05020 $1690 W19024 $3145
8 Fire #813 $1995 W06022 $3145 S23006 $2850
9 Fire #822 $1995 W09023 $3145 S23019 $2055
10 W23022 $3145
Total FY23/24 $25,940 FY24/25 $25,435 FY25/26 $29,745
PM-3 Total
Three years $81,120
Generator manufacturer and model information is listed on Page 16 except for units S23006, S23019, and W23022. Manufacturer and Model for those units listed below:

S23006 - Kohler 80REOZJF
S23019 - Kohler 30REOZK
W23022 Kohler 200REOZJF
*This is a revised version of page 17 and shall be used in place of the original page 17.

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Task 3 - On-Call Emergency and Non-Emergency Repairs
Time and material costs associated with emergency/after-hours and non-emergency generator repair services. The City shall not be directly invoiced for the following:
• Travel and/or transportation of workers;
• Parts and materials acquisition including freight, handling, and delivery; and • Movement of Contractor owned or rented equipment.

For purposes of the agreement, these are considered overhead, and the costs shall be included in the fixed hourly labor rates on this page. All invoices to the City for on-call emergency and non-emergency repair services must include a breakdown of number of hours for all fixed rates charged and the original cost and mark up price for all parts and materials charged. The City shall reserve the right to request backup documentation for the contractor's original cost on parts and materials.

NON-EMERGENCY REPAIR SERVICE FIXED HOURLY RATE
SUPERVISOR $ 251.75/HOUR
SERVICE PERSON $ 251.75/HOUR
SERVICEPERSON ASSISTANT $ 251.75/HOUR

SHOP WORK
SHOP LABOR $ 251.75/HOUR

EMERGENCY/ AFTER-HOURS REPAIRS
MONDAY-FRIDAY AFTER HOURS $ 378/HOUR
SATURDAY $ 378/HOUR
HOLIDAY /Sunday $ 480/HOUR

PARTS AND MATERIALS
MARK UP OVER COST on non CAT parts %20
18

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If needed - Generator Rentals
Weekly rates shall include all costs to transport to and from the site and labor and materials for setup. The contractor shall confirm equipment and connection compatibility of rental generators with City facilities.

Generator Weekly Rates Through 2026
20KW $ size not available
36 KW $ size not available
50KW $ size not available
60 KW $995
70KW $ size not available
80KW $ size not available
100 KW $1125
150 KW $1200
200 KW $1795
250 KW $ size not available
300KW $ size not available
350 KW $3175
400 KW $3300
19

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20 Updated: May 2023

EXHIBIT C

SCHEDULE OF PERFORMANCE
Routine annual services shall be performed on normal workdays defined as non-holiday Mondays through Thursdays, 6:30 AM through 4:00 PM and Fridays, 6:30 AM through 3:00 PM.

These services shall be scheduled in the months of October through December. Invoices for annual services shall not be sent to the City without the service, load test, and oil analysis reports completed and attached.

Non-Emergency Repairs - Contractor shall respond to email or phone requests for estimates within 24 hours and provide written estimates within three business days of the original request date. It shall be the Contractor’s responsibility to ensure it has all information to prepare accurate estimates. Emergency Repairs - Once the City initiates a communication for emergency service, the Contractor must be able to reach the site of the emergency within 2 hours of the initial communication.

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7 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Juan Paulo Pausanos, Assistant Engineer
Charlie Ha, Supervising Civil Engineer
APPROVED BY: City Manager
APPROVE FINAL MAP FOR SAN SEBASTIAN PHASE 4A - TRACT NO. 10600 AND RELATED SUBDIVISION IMPROVEMENTS AGREEMENT

RECOMMENDATION(S)

1. Approve Final Map;

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

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

COUNCIL PRIORITIES, GOALS & STRATEGIES
2022-2023 Strategic Priorities
Economic Development
REPORT NARRATIVE:

San Sebastian Phase 4A – Tract No. 10600 is a 53-lot subdivision located on the west side of Cochrane Road and north of Half Road (see attached Site Map - Attachment 1).

The developer, Toll CA XX, LP, has completed all the conditions specified by the Planning Commission in the approval of the Tentative Map (SD-09-07) on February 12, 2013.

The City Council is required to approve the Final Map (Attachment 2) if it conforms to all the requirements of the Subdivision Map Act, and any conditions of approval for the Tentative Map.

The developer has furnished the City with the necessary documents to complete the processing of the Final Map 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. Staff recommends that City Council authorize the City Manager to sign the Subdivision Improvements Agreement (Attachment 3) pending review and approval by the City Attorney.

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7 COMMUNITY ENGAGEMENT:

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

Residents within a 300 feet 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 Tentative Map requirements.

ALTERNATIVE ACTIONS:

There are no feasible alternative actions on the approval of the Final Map and Subdivision Improvements Agreement as the Developer has met the requirements of the Tentative Map conditions approved by the Planning Commission to file for a Final Map approval and has furnished the necessary documents to complete the processing of the Subdivision Improvements Agreement.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On March 2, 2022, the City Council approved the San Sebastian Phase 3A Final Map and related Subdivision Improvements Agreement.

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.

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County of Santa Clara; Sanborn Map Company
Engineering and Utilities Department
Land Development Engineering Division
O
Site Map
San Sebastian Phase 4A
Tract No. 10600

HALF ROAD

PEET ROAD

COCHRANE ROAD
San Sebastian Phase 4A
Tract No. 10600 COCHRANE ROAD
0 200 400 600 800 100
Feet

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(e) Certificates. Subdivider 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, Subdivider shall promptly furnish City of Morgan Hill with copies of all policies outlined herein. No policy subject to the Subdivider’s agreement with the City shall be reduced, canceled, allowed to expire, or materially changed except after thirty (30) days' notice by the insurer to City, unless due to non-payment of premiums, in which case ten (10) 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
Section 11. Permits and Requisite Fees
(a) Subdivider shall pay all current fee obligations in the total amount of $3,562,086 due under City Resolution No. 5592, as amended, in accordance with the Department of Public Work fee schedule, as follows:
(1) $348,626 payable at the time of recording of the Final Map, and (2) $3,198,508 payable on a pro-rata basis for each individual lot in the Subdivision prior to final inspection of each and every residence.
(3) All fees payable pursuant to this Subsection (a) constitutes valid and due consideration for City’s approval of the Final Map, and amounts set forth are estimates that are subject to change prior to the issuance of building permit(s), subject to resolution or ordinance of the City Council.
(b) Subdivider shall, at its expense, obtain all necessary permits and licenses for the construction of the Improvements, give all necessary notices, and pay all fees and taxes required by law. (c) Subdivider shall obtain a City of Morgan Hill Business License. (d) Subdivider agrees to procure, at its expense, any necessary permits for Improvements outside the City’s jurisdiction.

Section 12. On-Site Supervision
Subdivider shall designate an on-site supervisor, satisfactory to City, who shall be on the work site(s) at all times during the construction of the Improvements, and who has the authority to act on behalf of Subdivider when communicating with City personnel.

Section 13. Waiver

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8 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Tanya Carothers, Environmental Services Administrator
APPROVED BY: City Manager
APPROVE FREEWIRE TECHNOLOGIES, INC., AGREEMENT FOR

INSTALLATION AND OPERATION OF ELECTRIC VEHICLE CHARGING

INFRASTRUCTURE

RECOMMENDATION(S)
Authorize the City Manager to enter into an Own and Operate License Agreement with FreeWire Technologies, Inc.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment
Maintaining and Enhancing Infrastructure
2022-2023 Strategic Priorities
Transportation
Guiding Documents
Climate Action Plan
REPORT NARRATIVE:

The purpose of this agenda item is to consider entering into an Agreement with FreeWire Technologies, Inc., to allow for the installation of a Level 3 electric vehicle fast charging station in the City's 3rd Street Parking Garage, see Attachment A. For a description of electric vehicle charging infrastructure terminology, see Attachment B.

Background
In December 2021, the City adopted the Morgan Hill Climate Action Plan (CAP) which includes a main goal of reducing Morgan Hill's net CO2 emissions in the building and transportation sectors to thirty-five percent (35%) below the 2020 baseline level by 2030 and one-hundred percent (100%) below the 2020 baseline level by 2045. In August 2022, the Advanced Clean Cars Rule II was approved by the California Air Resources Board. This regulation establishes a year-by-year roadmap so that by 2035, 100% of new cars and light trucks sold in California will be zero-emission vehicles. In December 2022, the City approved an ordinance that requires electric vehicle charging infrastructure in all new construction and also as part of specified retrofit projects.

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8 Over the next fifteen years, electric vehicle uptake will increase as new electric vehicle prices fall and used electric vehicles become more available. It is anticipated that nearly

12.9 million charge ports will be needed to support the projected 26.4 million electric vehicles that will be on U.S. roads by 2030. State and local policies as well as favorable market trends will make electric vehicle purchases an increasingly more attractive and viable option for car buyers in the coming years. A key to supporting this transition to electric vehicles will be the provision of convenient and fast charging ports throughout the community.

Project Description
Currently, the City's 3rd Street Parking Garage has two Level 2 electric vehicle chargers available for community use. Level 2 chargers charge at a rate of 10 to 20 miles per hour. The current Level 2 chargers are owned by the City and the significant amount of resources required to operate, upkeep, and repair the chargers is greater than the revenue the chargers bring in.

The proposed project will remove and replace the Level 2 City-owned chargers with a Level 3 charging station that includes two charging pods. The proposed Level 3 charging station will charge at a rate of approximately 150-200 miles per fifteen minutes.

If two vehicles are plugged into the station at the same time, then the charge rate will be approximately 150-200 miles per half hour. The proposed Level 3 charging station will serve more people each day than the current Level 2 chargers, allowing electric vehicle owners to enjoy Downtown amenities and then leave with a fully charged vehicle. The station will be fully owned, operated, upkept and repaired by FreeWire Technologies, Inc. For the proposed Level 3 charging station specifications, see Attachment C.

COMMUNITY ENGAGEMENT:

Consult
The proposed agreement will add a fast charging opportunity to the Downtown Morgan Hill area, thereby supporting the transition to electric vehicles within the Morgan Hill community. Electrification of the transportation sector is a major goal of the City's adopted CAP. Development of the CAP goals and action items involved community outreach and engagement. The City held a Community Meeting on the CAP as a kickoff to the outreach effort. Community members were invited to participate in a Working Group. Once formed, the Working Group had substantial involvement in developing the CAP over several months. In addition, a Town Hall was dedicated to the CAP.

ALTERNATIVE ACTIONS:

The City could choose to not enter into an agreement with FreeWire Technologies, Inc.

In this scenario, the current Level 2 chargers would remain in the City's 3rd Street Parking Garage and the City would continue to operate, maintain, and repair the chargers. The community would not have access to a local Level 3 ultra fast charging option.

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8 PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The Climate Emergency Resolution, adopted by the City Council on May 26, 2021, stated the following: the City of Morgan Hill commits to initiate the creation of a HighlyFocused Climate Action Plan in 2021, with strong greenhouse gas reduction targets.

The Morgan Hill CAP was adopted in December 2021 and focused on greenhouse gas emission reductions through the building and transportation sectors.

The Electric Vehicle Charging Infrastructure Ordinance was adopted in December 2022 and requires electric vehicle charging infrastructure in all new construction and also as part of specified retrofit projects.

FISCAL AND RESOURCE IMPACT:

The Agreement will allow for the installation of a Level 3 electric vehicle charging station on City property and does not include the exchange of any funds. FreeWire Technologies, Inc. will be required to pay for all electricity used, and will also install, operate, maintain, and repair the chargers as needed at no cost to the City. FreeWire Technologies, Inc. will retain 100 percent of the revenue derived from use of the chargers. Entering into the Agreement will not result in any negative fiscal impact to the City. The Agreement will relieve the City of expending resources on the current Level 2 chargers which will be removed from the 3rd Street Parking Garage as part of the project. This will relieve the Public Services Team of the growing administrative and maintenance responsibilities associated with the aging existing chargers, allowing work on other City priorities.

Managing the Own & Operate License Agreement with FreeWire Technologies, Inc., along with other electric vehicle charging infrastructure agreements, is part of the Work Plan of the Public Services Department.

CEQA (California Environmental Quality Act):

Categorical Exemption
The activities described in this Staff Report are categorically exempt under CEQA, specifically pursuant to Section 15308 of the CEQA Guidelines (Actions by Regulatory Agencies for Protection of the Environment) and 15302 (Replacement or Reconstruction). Entering into the proposed agreement will allow for replacement of existing Level 2 electric vehicle charging infrastructure with Level 3 electric vehicle charging infrastructure in an existing parking garage, which will help to encourage and support the transition to electric vehicles within the Morgan Hill Community and protect the environment from the impacts of climate change.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com

FREEWIRE OWN & OPERATE LICENSE AGREEMENT
This FREEWIRE OWN & OPERATE LICENSE AGREEMENT (this “Agreement”), dated as of _______________, 2023 (the “Effective Date”), is entered into by and between the City of Morgan Hill, a California Municipal Corporation with a business address at 17575 Peak Avenue, Morgan Hill, California, 95037, (“Customer”) and FreeWire Technologies, Inc., a Delaware corporation with a business address at 7200 Gateway Boulevard, Newark, CA 94560 (“Licensee”). Customer and Licensee may be referred to herein individually as a “Party” and together as the “Parties”.

RECITALS
WHEREAS, Customer is the owner or lessee of one or more real property sites described on Exhibit A attached hereto (collectively, the “Customer Property”); WHEREAS, Licensee provides electric vehicle service equipment (“EVSE”) and support services to owners of electric plug-in vehicles (each an “EV”);
WHEREAS, Customer believes that the Customer Property will benefit from the presence of certain proprietary EV charging stations provided by Licensee (each, a “Boost Charger™”), by attracting high-value customers, differentiating its location and promoting sustainable and environmentally-sound transportation; and
WHEREAS, Customer desires to participate in Licensee’s charging-as-service program, whereby Licensee (a) pays Customer for a license to access and use a portion of the Customer Property on which Licensee will install the Boost Charger(s)™ and certain ancillary items (as further described below), and (b) retains (i) ownership of the Boost Charger(s)™, (ii) relevant charging revenue, and (iii) any and all other benefits derived from the presence of the Boost Charger(s)™ on the Customer Property unless otherwise provided herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

Article 1
LICENSE; USE; SCOPE; EXCLUSIVITY

1.1 Grant of License. As of the Effective Date and thereafter for the duration of the Term (as defined below), Customer hereby grants to Licensee (a) an irrevocable (but subject to termination under Section 2.3) and exclusive license running with the Customer Property (the “License”) to use a portion of the Customer Property (such portion of the Customer Property as more particularly described on Exhibit A the “Premises”), and (b) any necessary easements for access and utilities, each consistent with the Purpose (as defined below).

1.2 Access. Access to the Customer Property and the Premises is depicted on Exhibit B. Licensee and its agents, employees, contractors, vendors, customers, guests, invitees, lenders and finance parties shall have access to and ability to use the Premises twenty-four (24) hours per day, seven (7) days per week and on every day of the year, to operate the Charging Stations (as defined below), which includes, without limitation, maintaining, inspecting, repairing, upgrading or replacing any portion of the Charging Stations. Notwithstanding the foregoing, Licensee acknowledges that Customer may need to close the Premises for maintenance, safety or other unforeseen reasons, in which case Customer shall use commercially reasonable efforts to notify Licensee at least forty-eight (48) hours in advance of such a closure.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com

1.3 Use of Premises. The Premises may be used by Licensee for any lawful activity in connection with the construction, installation, maintenance and operation of the Boost Charger(s)™ and ancillary items, including, without limitation, electrical equipment, hardware, software, signage and all supporting equipment and structures (which may include concrete pads and protective bollards) (collectively, the “Charging Stations”), together with any other uses permitted herein, on the terms and conditions set forth in this Agreement (the “Purpose”).

1.4 Scope of Services. Licensee shall supply, install, own and operate [1] Charging Station at the Premises.

Charging stations shall be a minimum of Level 3 charging stations and shall meet the minimum requirements outlined in Exhibit D. Licensee shall, at its sole cost and expense, be responsible for all installation activities, as well as other activities as set forth in this Agreement, including furnishing all materials, equipment and labor required for the installation, maintenance, operation, any necessary replacement and removal of the Charging Stations. Following the installation, Licensee shall activate and test the Charging Stations. Licensee shall conduct technical meetings with Customer staff and install equipment according to the specifications outlined in permits obtained by the Licensee or Customer. With respect to installation activities, Licensee shall ensure that it or its designated contractor(s) and/or service providers perform installation activities only during times and days acceptable to Customer and in a manner so as not to unreasonably interfere with Customer’s business operations and public access to the Premises.

1.5 Exclusivity. Customer hereby grants Licensee the exclusive right to construct, install, maintain and operate the Charging Stations and engage in related services at the Customer Property as of the Effective Date and thereafter for the duration of the Term.

1.6 Quiet Enjoyment. Licensee shall have quiet enjoyment of the Premises as of the Effective Date and thereafter for the duration of the Term of this Agreement, provided, that Licensee acknowledges that others may have access to the Premises.

Article 2
TERM; FINANCIAL TERMS; TERMINATION

2.1 Term.
(a) Initial Term. This Agreement shall be effective on the Effective Date. Upon Licensee’s receipt of all necessary governmental authorizations (“Governmental Authorizations”), Licensee shall provide Customer with notice of such receipt within a reasonable period thereafter, and five (5) days after the delivery of such notice, subject to Section 3.3, Licensee may enter the Customer Property to install the Charging Stations. The initial term of the License shall commence on the date which the Charging Stations are first made available for use by consumers at the Premises and live within the relevant EV charging network (each an “EV Network” and such date, the “Commencement Date”) and, subject to Section 2.3, will continue for a period of five (5) years thereafter (the “Initial Term”). Licensee shall provide Customer notice of the Commencement Date within a reasonable period following the occurrence of such date. (b) Extension. Prior to the expiration of the Initial Term, the Parties shall discuss an extension of the Agreement. The Parties may extend the Initial Term for an additional five (5) years (an “Extension”) on mutual written agreement entered into at any time prior to the expiration of the Initial Term. The Initial Term, together with any Extension(s) hereunder, shall be referred to herein as the “Term,” and starting on the Commencement Date, each twelve (12)-month period of the Term shall be referred to herein as a “Contract Year.”

2.2 Financial Terms.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com (a) Charging Revenue. Licensee will have sole and absolute discretion to set the price to be charged to consumers within the parameter that rates shall not exceed a maximum of 20% above comparable market rates for the same service from similar providers within a 50 mile radius of the Morgan Hill charging station. Customer shall receive up to 10 RFID cards that will provide a 20% discount on charging sessions for up to 10 specified City vehicles, with no time restrictions, and not to be combined with any other offers or promotional discounts. Licensee shall retain One Hundred Percent (100%) of the revenue derived from use of the charging station. (b) Environmental Attributes. Licensee shall retain all rights, obligations, liabilities and revenues associated with any Environmental Attributes associated with Charging Stations. “Environmental Attributes” are any emissions, air quality, compliance or other environmental attribute, aspect, characteristic, claim, credit, benefit, reduction, offset or allowance, howsoever entitled or designated, resulting from, attributable to or associated with the Charging Stations’ benefits to the environment, production of electrical energy and displacement of conventional energy generation or low carbon fuel supply that are capable of being measured, verified or calculated, and the reporting rights related to any such attributes, aspects, characteristics, claims, credits, benefits, reductions, offsets or allowances, including the right to report the ownership thereof in compliance with federal or state law, if applicable, or otherwise to a federal or state agency or any other person, including under any present or future federal, state or local law, regulation or bill or any international or foreign emissions trading program. Environmental Attributes include but are not limited to all Low Carbon Fuel Standard Credits, Renewable Energy Credits, emissions rate credits, carbon credits, portfolio credits, emissions allowances, green tags, tradable renewable credits, Green-e® products credits, environmental air quality credits and emissions reduction credits, offsets and allowances, howsoever entitled, associated with the carbon intensity of electricity used as a transportation fuel or the avoidance of the emission of any gas, chemical or other substance attributable to the generation of the energy by a renewable energy facility. (c) Other Revenue. Except as expressly provided herein, as between the Parties, Customer shall retain One Hundred Percent (100%) of all in-store and other revenue generated at the Customer Property.

2.3 Termination.
(a) For Cause. Either Party may terminate this Agreement upon the occurrence of any of the following (each, an “Event of Default”):
i. Breach. The other Party breaches or fails to perform any of its obligations in any material respect, and such breach or failure continues uncured for thirty (30) business days after receipt of written notice; provided, however, if such breach is not capable of being cured within such thirty (30) day period, so long as the breaching Party commences and diligently pursues such cure throughout such thirty (30) day period and continues such cure until completion, such period shall be deemed extended up to an additional sixty (60) days.
ii. Insolvency. The other Party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws. (b) For Convenience by Licensee. Licensee may elect to terminate this Agreement at any time by providing at least thirty (30) days prior written notice to Customer. (c) Restoration of Premises upon Termination. Promptly following the expiration or termination of this Agreement, Licensee shall remove the Charging Stations from the Premises and restore the affected area to its former condition, excluding ordinary wear and tear. Licensee shall only be required to cap off, and not to remove, any underground electrical wiring. (d) No Further Obligations. Upon the expiration or termination of this Agreement, both Parties will be relieved of any further obligations under Agreement, except for those that by their nature survive expiration or termination. Page 3 of 24

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com Article 3

CHARGING STATIONS

3.1 General.
(a) Modifications. Exhibit B provides a general description of the Charging Stations solely for informational purposes. The Parties may modify the number of Charging Stations and/or their approximate locations by executing an amendment to this Agreement, the executed version of which shall be incorporated herein. Notwithstanding the foregoing, Licensee may, in its sole and absolute discretion, at any time and for any reason during the Term, without the need to obtain Customer’s approval, modify, including, without limitation, upgrade or replace any portion of the Charging Stations. Licensee shall not be required to pay any charges or fees on account of any modification.
(b) Ancillary Facilities. Licensee may, with Customer’s prior approval, include at the Premises other additional services, equipment or facilities for automobile upkeep that Licensee may elect to offer its customers from time to time during the Term.

3.2 Signage. With Customer’s prior written consent (email being sufficient), which consent shall not be unreasonably delayed or withheld, Licensee may paint, place, erect or project signs, marks or advertising devices in, on or about the Customer Property or elsewhere on the Customer Property. Licensee shall indemnify Customer and save Customer harmless from all claims and damages resulting from any sign, mark or advertising device erected by Licensee at the Customer Property. Licensee shall, at its own cost and expense, obtain any and all permits necessary for the installation of its signs, and Licensee shall be solely responsible for all costs and expenses associated with such permitting, the erection of such sign(s), and the maintenance and operation thereof. Further, Licensee and Customer shall also place signage on or around the Charging Stations, designating the area as “Electric Vehicle Charging Only” (or something similar). Customer shall not place any signs, marks or advertising devices on any portion of the Premises without Licensee’s prior written consent (which may be granted or denied in Licensee’s discretion).

3.3 Installation.
(a) General. Licensee is solely responsible for the construction and installation of the Charging Stations, and has sole control over design, construction and installation, including, without limitation, scheduling, means, methods, techniques, sequences and procedures and coordination of all work. (b) Construction. Before beginning activities to install the Charging Stations, Licensee shall give a copy of the tentative construction schedule and installation plans to Customer for its approval, which approval shall not be unreasonably delayed or withheld. Licensee shall not begin work until (i) Customer has provided its approval, and (ii) the Licensee has obtained all applicable Governmental Authorizations and Permits.

Customer will cooperate in Licensee obtaining permits from the City. Once all authorizations and permits are approved, and on the Parties’ respective demonstration that all insurance coverages required by this Agreement are in place, Licensee will oversee and manage the installation of the Charging Stations, including, without limitation, the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware and software; site preparation, trenching, repaving and landscaping; and installation of all Licensee-branded signage.
(c) Construction Time. Time is of the essence. Licensee shall have 1 year from the effective date of the agreement to complete the construction and installation of the Charging Stations. During construction Licensee shall not remove existing Customer owned charging stations until new Licensee owned Charging

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com Stations are ready to be installed. Licensee shall ensure that Premises has no more than 60 days without Charging Stations.
(d) Governmental Authorizations. Licensee shall obtain all Governmental Authorizations required to install the Charging Stations including, without limitation, all permitting, design and planning, project management and site prep/construction. Customer will cooperate in Licensee obtaining permits from the City.
(e) Right to Construct. Customer grants to Licensee and its employees and vendors the nonexclusive right to use and occupy the Premises and any necessary adjacent portions of the Customer Property for the construction and installation of the Charging Stations. Licensee shall only bring onto such property materials and equipment that will be used directly in the construction and installation of the Charging Stations.

Licensee shall ensure that, subject to reasonable and unavoidable interruptions, all work is performed in a manner that affords continuous, reasonable access to the Customer Property. (f) Liens. Licensee will not permit or suffer any mechanic’s or materialmen’s liens to attach to the Customer Property as a result of the installation of the Charging Stations. If, as a result of Licensee’s activities, a lien attaches to the Customer Property, Licensee shall remove or bond over such lien at Licensee’s sole cost and expense, within twenty (20) days of Licensee receiving written notice thereof from Customer. (g) No Fixtures. In no event shall the Charging Stations or any of Licensee’s property be deemed a fixture, nor shall Customer, nor anyone claiming by, through or under Customer (including, without limitation, any present or future mortgagee of the Customer Property) have any rights in or to Licensee’s property at any time. Customer shall have no interest in the Charging Stations or other equipment or personal property of Licensee installed or located on the Customer Property, and Licensee may remove all or any portion of the Charging Stations or any other equipment or personal property of Licensee at any time. Without limiting the generality of the foregoing, Customer hereby waives any statutory or common law lien right that it might otherwise have in or to the Charging Stations and other equipment or personal property of Licensee. If Customer is the fee owner of the Premises, Customer consents to the filing of a disclaimer of the Charging Stations as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction where the Customer Property is located. If Customer is not the fee owner, Customer shall obtain such consent from the fee owner. In either circumstance, Licensee has the right to file such disclaimer. (h) Removal of Existing Charging Stations. Licensee shall be responsible for the removal of existing Customer owned charging stations located within areas of the Premises where the licensee charging stations are to be placed as further described in Exhibit B. During and following removal the Licensee shall be responsible to deliver the removed charging stations, in an undamaged condition, to the City Corporation Yard at 100 Edes Court, Morgan Hill, CA 95037.

3.4 Operation and Maintenance.
(a) General. Except as otherwise provided in this Agreement and except for any repairs or maintenance resulting from Customer’s negligence, willful misconduct or breach of this Agreement, Licensee will, at its sole cost and expense, maintain and operate the Charging Stations, including making all necessary repairs, arranging for appropriate remote monitoring and obtaining and installing appropriate software and hardware upgrades. Licensee shall not be responsible for any loss, damage, cost or expense arising out of or resulting from improper operation or maintenance of the Charging Station by anyone other than Licensee or Licensee’s contractors. Licensee shall not be required to make any repairs to the Premises except for damage caused by Licensee. Additionally, Licensee may perform security assessments and install reasonable security features on the Premises including lighting and cameras, subject to approval by the City which will not be unreasonably withheld, conditioned or delayed.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com (b) Network. Licensee will select, pay for and manage the EVSE service provider network (including, without limitation, providing 24/7 driver service during the Term) that is used to promote and operate the Boost Charger(s)™, including without limitation, the supported payment terminal (e.g., Nayax). (c) Energy. Pursuant to Section 3.6, Licensee will pay for the cost of input power needed to run the Boost Charger(s)™.
(d) No Processing of Personally Identifiable Information. Customer and Licensee do not anticipate that any Personally Identifiable Information will be processed by Licensee on behalf of Customer under or as a result of this Agreement. Personally Identifiable Information means any data that can be used directly or indirectly, alone or in combination with other information, to identify an individual.

3.5 Customer Obligations. Customer shall, at its sole cost and expense, maintain the Premises in a clean, safe and orderly condition, to at least the same standard as it customarily maintains the common areas at the Customer Property, including, without limitation, parking lot sweeping, parking lot repaving and restriping and maintenance and repair of curbs, gutters and landscaping features within the Premises. In addition, Customer shall maintain existing security precautions within the parking garage. The Customer shall be under no obligation to maintain the Charging Stations, signage or any other equipment installed by Licensee within the Premises. To the extent Customer has actual knowledge of malfunction or damage to the Charging Stations which may include theft, graffiti, or vandalism, Customer shall promptly notify Licensee and, as appropriate, emergency response personnel. Customer shall not store any items in the Premises. Customer shall not be responsible for monitoring use of the spaces and Charging Stations. Customer retains right of access to the Premises and use of the spaces as needed to conduct normal business. Licensee may post signage on the Premises indicating that the spaces are only to be used during charging. If a Charging Station is vandalized more than four (4) times, Licensee reserves the right to remove the Charging Station upon reasonable consultation and discussion with Customer.

3.6 Utilities.
(a) Utility Costs. Licensee shall be responsible for the actual energy use of the Charging Stations.

Accordingly, Licensee will pay Customer on a quarterly basis for the electricity used by the Charging Stations at the then-existing per kWh rate as based on readouts of the Boost Charger(s)™’s internal utility-grade meter and the utility rate table for the Customer Property. If Licensee installs separate meters on the Premises used exclusively for Charging Stations, Licensee shall pay the applicable utility directly based on separatelymetered electricity provided to the Boost Charger(s)™ at the Premises, where Licensee is the customer of record for such meter.
(b) Customer Cooperation. Customer shall cooperate with Licensee to obtain electricity and any other utilities necessary to operate the Charging Stations, including by granting appropriate easements to local utility providers.

3.7 Training, AMP; Reporting.
(a) Training. To better facilitate the use of the Premises by the target customers, Licensee will provide initial training to Customer and its designated employees on the basic operation and maintenance of the Charging Stations at no cost to Customer. As appropriate thereafter, Customer may, at its sole cost, periodically train and retrain its employees on the use and maintenance of the Charging Stations, so that Customer employees who might provide any such support services have the requisite training to assist and answer questions from customers.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com (b) Access to AMP; Reporting. Licensee will provide Customer with access to Licensee’s Asset Management Platform (“AMP”) (with the specific version to be reasonably specified by Licensee) to upload and manage screen content and to receive information relating to use of the Charging Stations. In addition, Customer shall have access to monthly reports relating to use of the Charging Stations via AMP (including time of day, session duration, total input power, and total output power).

3.8 Taxes. Licensee is solely responsible for personal property taxes imposed on the Charging Stations, and any other equipment installed by it, located on the Premises. The Customer is a government entity that does not pay real-estate taxes on the premises.

3.9 Relocation of Premises. Subject to Section 3.1(a), during the Term, Customer may not relocate the Premises without Licensee’s prior written consent, which may be withheld in Licensee’s discretion.

Article 4
INTELLECTUAL PROPERTY; PUBLICITY

4.1 Intellectual Property. As used in this Agreement, “Intellectual Property” means all trademarks and service marks, names, logos and designs (collectively, “Marks”), copyrights, patents, domain names, generic Top-Level Domain names, all registrations for Marks, copyrights, patents, domain names, generic Top-Level Domain names, trade secrets, know-how, and all unique concepts, information, data and knowledge that is eligible for legal protection under applicable laws as intellectual property, whether protected through confidentiality, registration or pending registration, regardless of form, whether disclosed in writing, electronically, orally or through visual means, whether learned or obtained orally, through observation, through the discharge of responsibilities under this Agreement, or through analysis of that information, data or knowledge.
(a) Customer Intellectual Property. Customer has and shall retain ownership of all of Customer’s Intellectual Property, and except as set forth in Sections 4.3 and 4.4, Licensee has no right, and shall not obtain any right, in any Customer Intellectual Property.
(b) Licensee Intellectual Property. Licensee has and shall retain ownership of all of Licensee’s Intellectual Property, and Customer has no right, and shall not obtain any right, in any Licensee Intellectual Property.

4.2 Ownership of Drawings and Other Documents. All documents and records prepared by or under the direction of Licensee pursuant to this Agreement, including, without limitation, drawings, specifications and other documents, including those in electronic format, are solely and exclusively Licensee Intellectual Property, and Licensee retains all common law, statutory and other reserved rights, including the copyright, thereto. Licensee shall provide final as-built drawings to Customer.

4.3 Marketing. The Parties will create a mutually-agreeable marketing plan, which may include (a) identifying the availability of Charging Stations at the Customer Property on websites and resources that provide consumers with information to locate charging stations, (b) identifying the availability of the Charging Stations at the Customer Property on Licensee’s website and in its marketing materials, (c) performing outreach and engagement with EV user groups and local press, and (d) reasonably engaging with driver feedback posted on various social media platforms. In addition, the Parties shall coordinate and cooperate with each other when making public announcements regarding this Agreement, the Charging Stations and their use, and each Party may promptly review, comment upon and approve any publicity materials, press releases or other public statements before they are made. Licensee shall have the right to use Customer’s approved Marks in connection with marketing conducted pursuant to this Section 4.3.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com

4.4 Branding; On-Screen Content. The exterior of the Boost Charger(s)™ and the Boost Charger(s)™’s LED display screen (the “Display Screen”) may be co-branded with the approved Marks of Customer and Licensee, the cost and allocation of which will be subject to mutual agreement of the Parties. In addition to the branding, Customer and Licensee will also mutually agree upon other content that will be published on the Display Screen (e.g., offers, loyalty QR code, etc.), which content will (among other things) support various marketing programs, including, without limitation, in-store sales and loyalty programs.

4.5 Restrictions. Except as expressly provided in this Article 4, neither Party may (a) make any press release or public announcement of the specific terms of this Agreement (except for filings or other statements or releases as may be required by applicable laws), or (b) use any of the other Party’s Marks in any promotional or advertising material without the prior written consent of the other Party. Without limiting the foregoing, Customer shall strictly comply with all brand guidelines provided by Licensee to Customer in connection with Customer’s use of the Licensee’s Marks. All goodwill arising out of the use by a Party of the other Party’s Marks pursuant to this Article 4 will inure to the sole benefit of the other Party.

4.6 Data License. “Collected Data” means data and information submitted by or for Customer to Licensee through any means, including any and all data or information collected by AMP, but excluding personal data.

Customer hereby grants to Licensee a perpetual, irrevocable, royalty-free, fully-paid, non-exclusive license in (a) Collected Data, (b) all knowledge and insights resulting from Licensee’s processing of Collected Data, whether by automated systems or personnel (which includes, without limitation, including any embedding in, modification to or enhancement of any machine learning system or process as a result thereof or in connection therewith), and (c) the content of any, feedback that Customer may provide to Licensee, whether in written or oral form: (i) to incorporate into, utilize in or with any Charging Stations or upgrades or modifications thereto, or any other services or other offering of Licensee, including future versions of Licensee Charging Stations; and (ii) for any other lawful purpose; provided that, in connection with the foregoing (ii), Licensee shall not (except as expressly set forth herein) use Collected Data in any manner that makes such Collected Data publicly available unless such Collected Data is aggregated and anonymized and cannot be used to identify Licensee or any of Licensee’s customers. Customer further acknowledges and consents to Licensee’s monitoring and collection of Collected Data by means of the Charging Stations.

Article 5
REPRESENTATIONS AND WARRANTIES; DISCLAIMER

5.1 Mutual Representations and Warranties. Each of Customer and Licensee hereby represents and warrants to the other as of the Effective Date that: (a) it has all necessary power and authority to execute, deliver and perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any law, rule, regulation, order, judgment or other legal or regulatory determination applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or administrative proceeding that may materially adversely affect its ability to perform this Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (e) this Agreement constitutes a legal, valid and binding obligation of such Party, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; and (f) at all times after the Effective Date and thereafter for the duration of the Term, it will comply with all federal, state and local laws, rules and regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under this Agreement.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com

5.2 Customer Representations and Warranties.
(a) Consents/Approvals. Customer represents, warrants and covenants that it has obtained or it shall obtain any and all consents or approvals required in order for Customer to grant the License and other rights and perform its obligations under this Agreement, and for Licensee to take the actions with respect to the Premises contemplated in this Agreement, from any third parties (i) with an interest in the Customer Property (including, without limitation, any owner, lender, lessee, ground lessor, party with a right of first refusal (or right of first offer) or any party to any reciprocal easement agreement), or (ii) whose consent is otherwise required under conditions, covenants and restrictions documents, declarations or similar agreements affecting the Customer Property. When consent of a third party is required, upon Customer’s reasonable request, Licensee shall provide reasonable assistance to Customer to educate applicable third parties of the terms, conditions and benefits of the activities proposed to be taken pursuant to this Agreement. (b) Other Agreements. Neither the execution and delivery of this Agreement by Customer nor the performance by Licensee of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which Customer is a party or by which Customer or the Premises is bound.
(c) Title. Customer represents and warrants that there are no liens, judgments, encumbrances or other impediments of title on the Customer Property that would adversely affect the use or occupancy of the Premises by Licensee pursuant to this Agreement, and during the Term, shall maintain the Customer Property free of any such liens, judgments, encumbrances or other impediments. (d) Hazardous Substances. Customer represents and warrants that the Customer Property is and has at all times been in compliance with all applicable laws relating to the Customer Property, including, without limitation, laws relating to Hazardous Substances (as defined below) and to the knowledge of Customer, no fact or circumstance exists that reasonably could be expected to involve the Customer Property in any environmental litigation, proceeding, investigation or claim or impose any environmental liability upon Customer.
(e) Accuracy of Information. All information provided by Customer to Licensee, as it pertains to the physical configuration of the Premises, Licensee’s planned use of the Premises and Licensee’s estimated electricity requirements, is accurate in all material respects.

5.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER LICENSEE NOR Customer MAKES ANY WARRANTIES OF ANY KIND AND BOTH CUSTOMER AND LICENSEE

AFFIRMATIVELY DISCLAIM ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN,

WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING UNDER STATUTE, COURSE OF

DEALING, CUSTOM, TRADE USAGE OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Article 6
INSURANCE; CASUALTY AND CONDEMNATION

6.1 Licensee Insurance. Commencing when Licensee begins construction but in no event later than the first day of the Term and continuing thereafter for the duration of the Term, Licensee, through itself or its contractors and/or vendors, shall maintain (or shall require its contractors and/or vendors to maintain)

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com insurance coverage consistent with the requirements set forth on Exhibit C-1. Licensee will name each of the Customer Parties (as defined below) as additional insureds under the applicable policies.

6.2 Customer Insurance. During the Term, Customer shall maintain insurance coverage consistent with the requirements set forth on Exhibit C-2. Customer will name each of the Licensee Parties (as defined below) as additional insureds under the applicable policies. For government entities, a certificate of self-insurance will suffice.

6.3 Policy Requirements. The insurance policies required under Sections 6.1 and 6.2 shall: (a) be issued by insurance companies licensed to do business in the state in which the Customer Property is located, with a general policyholder’s ratings of at least “A-” and a financial rating of at least “Class VIII,” in the most current Best’s Insurance Reports available on the Commencement Date; if the Best’s ratings are changed or discontinued, the Parties shall agree to a comparable method of rating insurance companies; and (b) contain provisions whereby each Party’s insurers waive all rights of subrogation against the other Party on each of the coverages required herein.

6.4 Casualty and Condemnation.
(a) Damage. If any portion of the Premises, the Charging Stations or the Customer Property is damaged by fire or other casualty, then Licensee may, within thirty (30) days of the date of such fire or other casualty, elect to terminate this Agreement on written notice to Customer. If Licensee elects to repair its property, it shall restore, rebuild or replace those portions of the Charging Stations in the Premises and any other of its property damaged as a result of such fire or other casualty to its prior condition as necessary, and all property insurance proceeds of Customer applicable to the Premises shall be made available to Licensee in connection with such repair and restoration. If Licensee elects to terminate this Agreement, it shall remove all of Licensee’s property from the Premises in accordance with Section 2.3(c). Any repair and restoration required by Licensee under this Section 6.4(a) shall commence within sixty (60) days of the date Licensee elects to repair and restore the Premises and shall be completed no later than one hundred twenty (120) days thereafter. (b) Condemnation/Taking. If any portion of the Premises or Customer Property is condemned or taken in any manner for a public or quasi-public use that could adversely affect the use of the Charging Stations, then Licensee may elect to terminate this Agreement effective as of the date title to the condemned portion of the Customer Property is transferred to the condemning authority. If Licensee does not elect to terminate the Agreement upon such condemnation or taking, the Parties will use commercially reasonable efforts to find an alternate location for the Charging Stations elsewhere on Customer Property. The costs of the relocation of the Charging Stations shall be paid by Licensee. Licensee may file a separate claim to the condemning authority for any relocation award made as a result of such condemnation; provided, however, in no event shall such claim reduce Customer’s award related to the condemnation or taking. Each Party waives any right to any award that may be prosecuted by the other Party, and shall reasonably cooperate with the other Party. (c) Suspension of Term. During any time that the Charging Stations or any portion of the Premises is under repair or being relocated pursuant to this Section 6.4, the Term shall be temporarily suspended on a day-for-day basis.

Article 7
INDEMNITY; LIMITATION OF LIABILITY

7.1 General. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party, its affiliates and the other Party’s and its affiliates’ respective directors, officers, shareholders, partners, members, agents and employees (collectively, the “Indemnified Parties”), from and against any loss, damage,

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com expense, liability and other claims, including court costs and reasonable attorneys’ fees (collectively, “Liabilities”) incurred in connection with any Liability asserted by a third party (a “Claim”) for physical damage to or physical destruction of property, or death of or bodily injury to any person, but only to the extent caused by (i) the gross negligence, willful misconduct or more culpable behavior of Indemnifying Party or its agents or others under Indemnifying Party’s control, or (ii) material violation of applicable law by the Indemnifying Party. This Section 7.1 does not apply to Liabilities arising out of or relating to any form of Hazardous Substances or other environmental contamination, such matters being addressed exclusively by Section 7.3.

7.2 [Reserved.]

7.3 Environmental Indemnification.
(a) Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Customer and all of Customer’s Indemnified Parties (collectively, the “Customer Parties”) from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Premises of any Hazardous Substance to the extent deposited, spilled or otherwise caused by Licensee or any of its contractors, agents or employees. (b) Customer Indemnity. Customer shall indemnify, defend and hold harmless Licensee and all of Licensee’s Indemnified Parties (collectively, the “Licensee Parties”) from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Premises of any Hazardous Substance, except to the extent such Hazardous Substance was (i) deposited, spilled or otherwise caused by Licensee or any of its contractors, agents or employees, or (ii) generated or released on another property by a third party and thereafter brought onto or released onto the Customer Property by diffusion, migration, the actions of such third party or other means not caused by any of the Customer Parties. (c) Notification of Hazardous Substance. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Premises generally or any deposit, spill or release of any Hazardous Substance. “Hazardous Substance” means any chemical, waste or other substance (i) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances” or words of similar import under any laws pertaining to the environment, health, safety or welfare, (ii) which is declared to be hazardous, toxic or polluting by any Governmental Authority, (iii) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (iv) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (v) for which remediation or cleanup is required by any Governmental Authority. “Governmental Authority” means any multinational, foreign, domestic, federal, territorial, state, provincial or local governmental or quasi-governmental authority, instrumentality, court, commission, bureau, tribunal or organization or any regulatory, administrative or other agency, or any political, judicial, legislative, executive or other subdivision, department or branch of any of the foregoing.

7.4 Limitation of Liability.
(a) LIMITATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR ANY FAILURE

OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, (I) IN NO

EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS

AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR

EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, AND (II)

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com THIS AGREEMENT IN AN AMOUNT IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000.00); IN

EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR

OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, EACH PARTY’S TOTAL

LIABILITY FOR DAMAGES TO THE OTHER PARTY WILL BE LIMITED TO DIRECT,

PROXIMATELY CAUSED DAMAGES FORSEEABLY AND NATURALLY ARISING FROM A BREACH OF THIS AGREEMENT.
(b) EXCLUSIONS. THE LIMITATIONS IN SECTIONS 7.4(a) SHALL NOT APPLY TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

7.5 Procedure. Any Indemnified Party shall deliver to the Indemnifying Party a notice describing the facts underlying its indemnification claim and the amount of such claim (each such notice a “Claim Notice”). Such Claim Notice shall be delivered promptly to the Indemnifying Party after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Article 7, except to the extent that such Indemnifying Party has been materially prejudiced by such failure. An Indemnified Party shall have the right to participate in the Indemnifying Party’s defense of a claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party may settle any Claim covered by this Article 7 unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

Article 8

MISCELLANEOUS

8.1 Brokers. Each Party hereby represents to the other Party that it has not dealt with any broker in connection with this Agreement. Each Party shall indemnify and hold the other Party, its affiliates and the other Party’s and its affiliates’ respective directors, officers, shareholders, partners, members, agents and employees, harmless from all claims of any brokers claiming to have represented such Party in connection with this Agreement.

8.2 Survival. The obligations hereunder that, by their sense and context, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement to the extent necessary to give them full effect.

8.3 Notice. Any notice to be given under this Agreement will be in writing and addressed to the Party at the address stated below. Notices will be deemed given and effective (a) if personally delivered, upon delivery, or (b) if sent by an overnight service with tracking capabilities, upon receipt. Any such notice shall be delivered or addressed to the Parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this Section 8.3. Failure to give notice in accordance with any of the foregoing methods shall not defeat the effectiveness of notice actually received by the addressee:

If to Licensee:

FreeWire Technologies, Inc.

Attn: Legal Department
7200 Gateway Boulevard

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com Newark, CA 94560
[email protected]
If to Customer:

Attn: Mariah Dabel
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
Email: [email protected]
Each Party may change its address for notice by giving notice thereof to the other Party pursuant to this Section 8.3.

8.4 Confidentiality. The Parties acknowledge that in connection with this Agreement, they will have access to and receive certain Confidential Information (as defined below) of the other Party (such Party disclosing Confidential Information the “Disclosing Party” and such Party receiving Confidential Information, the “Receiving Party”). During the Term and thereafter, Receiving Party: (i) shall only use such Confidential Information in connection with the performance of and the administration of this Agreement; (ii) shall not disclose Confidential Information to any other person, entity or third party without Disclosing Party’s prior written consent; and (iii) shall use the same means it uses to protect its own confidential proprietary information, but in any event no less than reasonable means, to prevent the disclosure and to protect the confidentiality of Disclosing Party’s Confidential Information. Receiving Party may disclose Confidential Information only to its employees and agents who need to know or use such Confidential Information to perform under the Agreement or in connection with the administration of Receiving Party’s obligations hereunder, so long as each such employee or agent is bound by confidentiality obligations at least as restrictive as those set forth in this Section 8.4. Additionally, Receiving Party may disclose Confidential Information as required by law or legal process, so long as Receiving Party notifies Disclosing Party as far in advance as is reasonably practicable in advance of such required disclosure, uses its best efforts to seek confidential treatment for such Confidential Information, and discloses only those portions of the Confidential Information required for compliance with such authority, to the extent permissible by law. (a) “Confidential Information” means any non-public information disclosed to or otherwise learned by Receiving Party in connection with this Agreement, whether directly or indirectly, and whether disclosed orally, in writing or otherwise. Without limiting the foregoing, Confidential Information includes all information which should reasonably be considered confidential in light of its sensitive and/or proprietary nature or disclosed under circumstances reasonably indicating that it is confidential or proprietary, including, without limitation, software (including all constituent components, applicable source code, object code, build-scripts, configuration files, databases, their schema and contents, version-control repositories and their contents, access or account credentials, and bug or ticketing systems and their contents), trade secrets, design specifications, drawings, photographs or other visual representations, analyses and data compilations.

Notwithstanding anything herein to the contrary, this Agreement is not the Confidential Information of either Party. Confidential Information made available hereunder may include information of third parties.

Confidential Information shall not include any information, data or materials that: (i) are already known by Receiving Party prior to disclosure to, or being learned by, Receiving Party without an obligation of confidentiality; (ii) are publicly known or becomes publicly known through no unauthorized act of Receiving Party or any of its employees or agents; (iii) rightfully received by Receiving Party from a third party without confidentiality restriction; or (iv) independently developed by Receiving Party without use of Disclosing Party’s Confidential Information.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com (c) Receiving Party acknowledges that it is granted only the limited right to use Confidential Information provided herein, and that such right is revocable at will by Disclosing Party and not coupled with any interest in the Confidential Information. Disclosing Party does not transfer to Receiving Party any right of ownership in or title to any Confidential Information or other intellectual property hereunder, either expressly or by implication, estoppel or otherwise. Upon Disclosing Party’s request, Receiving Party shall discontinue all further use of Confidential Information, shall promptly return or destroy all Confidential Information and will certify in writing to Disclosing Party that such actions have been taken. (d) Receiving Party’s obligations under this Section 8.4 relating to the confidentiality of Confidential Information shall survive termination of this Agreement, and shall continue until such Confidential Information becomes publicly known or is made generally available through no action or inaction of Receiving Party. Receiving Party recognizes that its disclosure or use of Confidential Information in violation of this Section 8.4 may give rise to irreparable injury to Disclosing Party that may not be adequately compensable by monetary damages, and that, accordingly, Disclosing Party may seek and obtain injunctive relief against the breach of this Section 8.4, in addition to any other legal remedies which may be available.

8.5 Assignment. This Agreement is binding on and inures to the benefit of the Parties and their respective heirs, successors, assigns and personal representatives. Neither Party may assign its rights and obligations in and under this License without first obtaining prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that Licensee may assign this Agreement to a subsidiary without Customer’s consent or approval so long as that subsidiary agrees in writing to be bound by the terms of this Agreement.

8.6 Independent Contractors. Licensee is an independent contractor and is not an employee or agent of Customer. Nothing in the Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the Parties for any purpose, and the employees of one Party shall not be deemed to be the employees of the other Party. Except as otherwise stated in this Agreement, neither Party has any right to act on behalf of the other, nor represent that it has such right or authority.

8.7 Governing Law. This Agreement shall be governed by and shall be construed by the internal laws of the State of California, without reference to any conflict of law doctrine, as if executed and fully performed therein.

8.8 Consent to Jurisdiction. Subject to Section 8.11, each of the Parties hereby irrevocably consents and agrees that any legal action or proceedings brought with respect to any dispute arising out of this Agreement shall be brought in, and each Party submits to the exclusive jurisdiction and venue of the state and federal courts located in the County of Alameda, State of California, and by execution and delivery of this Agreement, each of the Parties hereby (a) accepts the non-exclusive jurisdiction of the foregoing courts, (b) irrevocably agrees to be bound by any final judgment (subject to any appeal) of any such court with respect thereto, and (c) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venues of any suit, action or proceedings with respect hereto brought in any such court, and further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceedings brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive (subject to any appeal) and may be enforced in other jurisdictions by suit on the judgment or in any other manner to the extent provided by law.

8.9 Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any Party does not preclude or waive its right to use any or all other remedies. These rights

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com and remedies are given in addition to any other rights a Party may have under applicable law, in equity or otherwise.

8.10 Attorneys’ Fees; Waiver of Right To Jury. THE PARTIES HEREBY WAIVE ANY AND ALL

RIGHTS WHICH EITHER PARTY MAY HAVE TO REQUEST OR REQUIRE THAT A JURY

DETERMINE ANY FACT, MATTER, CONTROVERSY, DISPUTE OR LITIGATION BETWEEN THEM,

OR RENDER ANY JUDGMENT OR DECISION, IN ANY WAY CONCERNING THIS AGREEMENT,

AND AGREE THAT ANY AND ALL LITIGATION BETWEEN THEM ARISING FROM OR IN

CONNECTION WITH THIS AGREEMENT SHALL BE DETERMINED BY A JUDGE SITTING WITHOUT A JURY.

8.11 Judicial Reference. To the extent allowed by law, any dispute, controversy or other claim arising out of or relating to this Agreement for the breach or interpretation hereof shall, at the written request of either Party, be resolved by general Judicial Reference pursuant to California Code of Civil Procedure Sections 638 and 641 through 645 or any successor statutes hereto. The Parties shall select a single neutral referee, who shall be a retired state or federal judge. In the event the Parties cannot agree upon a referee, the referee shall be appointed by the court. The referee shall determine all issues relating to the dispute, controversy or claim, and shall report a statement of decision to the court. The Parties shall equally bear the fees and expenses of the referee, unless the referee otherwise provides in the statement of decision. However, the prevailing party shall be entitled to reimbursement of attorney fees, costs and expenses incurred in connection with the reference pursuant to this Section 8.11. Each party shall have the right to cause an appeal to be taken from the referee’s decision to a court of competent jurisdiction in the same manner as a judicial appeal arising out of an order or judgment from a California superior court in a civil action and all of the same rules, rights and remedies shall be applied to both Parties with respect to any such appeal including matters of fact, matters of law, standards for review and substantive and procedural laws. Judgment may be entered upon any such final decision in accordance with applicable law in any court having jurisdiction thereof. The referee (if permitted under applicable law) or such court may issue a writ of execution to enforce the referee’s decision.

8.12 Specific Performance. Notwithstanding anything to the contrary set forth herein or elsewhere, the Parties acknowledge that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

Accordingly, the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, and to enforce specifically the terms and provisions of this Agreement in any state court or federal court of the United States of America or other tribunal of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

8.13 Further Assurances. Each Party shall execute and deliver additional documents and instruments and perform additional acts as may be reasonably necessary, appropriate or requested to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement

8.14 Force Majeure. Neither Party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control, provided that the affected Party shall take reasonable steps to mitigate such causes and promptly return to performance hereunder thereafter. This Agreement may be terminated without any termination fee or other penalty by the Party whose performance has not been affected if non-performance continues for more than sixty (60) days. The provisions of this Section 8.14 shall not apply to pandemics except to the extent that a Party is prevented by applicable law, regulation or order from fulfilling its duties or obligations hereunder.

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com

8.15 No Waiver. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition, but shall apply solely to the instance to which such waiver is directed. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. No waiver hereunder shall be binding unless executed in writing by a duly authorized representative of the Party to be bound thereby. Except as otherwise expressly set forth herein, all remedies, rights, undertakings, obligations and agreements contained in this Agreement will be cumulative and none of them, nor the exercise or failure to exercise any of them, will be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

8.16 No Third Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the Parties and their respective successors and permitted assigns, provided that nothing in this Section 8.16 shall prohibit an Indemnified Party from directly enforcing Article 7 against an Indemnifying Party.

8.17 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between Licensee and Customer with regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements and understandings, regardless of whether or not written or oral, relating to the subject matter hereof. This Agreement will not be modified other than in a writing that specifies it is an amendment to this Agreement and which is duly executed by an authorized representative of each of the Parties. No legal provisions different from or in addition to the provisions of this Agreement, whether communicated orally or contained in any written documentation, or other communication, regardless of timing, shall form a part of the Agreement and such provisions shall be null and void. Further, no click-wrap, clickthrough, browse wrap or similar agreements or any course of dealing shall supersede or having any binding effect on this Agreement. No waiver hereunder shall be deemed to constitute an amendment hereto.

8.18 Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over this subject matter, that contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as reformed to the extent necessary to render valid the particular provision or provisions held to be invalid, consistent with the original intent of that provision and the rights and obligations of the Parties shall be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed.

8.19 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all the Parties had signed the same document; all counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart.

8.20 Drafting Presumption. This Agreement has been and shall be construed to have been drafted by all Parties to it so that the rule of construing ambiguities against the drafter shall have no force or effect. Each Party has had the opportunity to seek the advice of counsel with respect to this Agreement and has done so to the extent desired.

8.21 Construction. The headings in this Agreement are inserted for convenience and identification only.

References to Sections and Exhibits are to Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. When the context requires, the number of all words shall include the singular and the plural.

In this Agreement, words importing any gender include the other genders and the words including, includes and include shall be deemed to be followed by the words without limitation. All documents or items attached

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement.

8.22 Recording. Following execution of this Agreement, Licensee will have the right, but not the obligation, to record a memorandum of the License, in a form reasonably agreed between the Parties.

8.23 Compliance with Law. Licensee and its sub-contractors shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including but not limited to the California Fair Employment and Housing Act, the American with Disabilities Act, Cal/OSHA requirements, the Immigration Reform and Control Act of 1986, and all laws and regulations prohibiting discrimination because of age, ancestry, color, creed, denial of family and medical care leave, disability, marital status, medical condition, national origin, race, religion, sex and sexual orientation.

8.24 Equal Opportunity Employment. Licensee represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment on the basis of race, religion, color, national origin, ancestry, sex, age or other protected interests by the California State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. [Signature Page Follows]

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FreeWire Technologies ⋅ 7200 Gateway Boulevard, Newark, CA 94560 ⋅ 415.779.5515 ⋅ freewiretech.com IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first shown above.

CITY OF MORGAN HILL
By:

Name:

Title
Approved as to Form
By:

Name:

Title
FREEWIRE TECHNOLOGIES, INC.

By:

Name:

Title:

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EXHIBIT A
Description of the Customer Property
Address: 55-99 E 4th St, Morgan Hill, California 95037, US Legal Description:

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EXHIBIT B
Depiction of the Premises
Address: 55-99 E 4th St, Morgan Hill, California 95037, US

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EXHIBIT C-1
Licensee Insurance

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Holder Identifier : 7777777707070700077761616045571110776717107215446207543037673517300072640477147231020737051113162100307467115367374556071733364330377210744426717236770207764015170076570076727242035772000777777707000707007 7777777707070700073525677115456000732100416037113007132237353162101071233373420720010702223634317300007122337343162111070333362531621110712233734307300007133327253163000077756163351765540777777707000707007 Certificate No : 570099205203

CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
04/27/2023
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Insurance Services West, Inc.

San Francisco CA Office
425 Market Street
Suite 2800
San Francisco CA 94105 USA
PHONE
(A/C. No. Ext): E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122
INSURED INSURER A: Federal Insurance Company 20281
INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

FAX
(A/C. No.): (800) 363-0105
CONTACT NAME: FreeWire Technologies, Inc.
1999 Harrison St., Suite 2650
Oakland CA 94612 USA
COVERAGES CERTIFICATE NUMBER: 570099205203 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested

POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVDINSR LTRADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR

POLICY LOC
EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
X
X
XGEN'L AGGREGATE LIMIT APPLIES PER:
$1,000,000
$1,000,000
$10,000
$1,000,000
$2,000,000
$2,000,000
A 36075618 03/15/2023 03/15/2024
PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO

OWNED AUTOS ONLY

SCHEDULED
AUTOS

HIRED AUTOS ONLY NON-OWNED AUTOS ONLY
BODILY INJURY ( Per person) PROPERTY DAMAGE
(Per accident) X
X
BODILY INJURY (Per accident)
$1,000,000 A 03/15/2023 03/15/2024
Comp. Ded. $1000

COMBINED SINGLE LIMIT
(Ea accident)
7362-94-54
X Coll. Ded. $1,000 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE

EACH OCCURRENCE DED UMBRELLA LIAB RETENTION
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X

OTH- ER
A 03/15/2023 03/15/2024 PER STATUTE $1,000,000
Y / N
(Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 71838984
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of The City of Morgan Hill, the CITY's elected or appointed officials, boards, agencies, officers, agents, employees and volunteers in accordance with the policy provisions of the General Liability and Workers' Compensation policies.

CERTIFICATE HOLDER CANCELLATION
City of Morgan Hill AUTHORIZED REPRESENTATIVE Attn: Risk Management 17575 Peak Avenue
Morgan Hill CA 95037 USA
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

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This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 03-15-23 Policy No. 71838984 Endorsement No.

Insured FREEWIRE TECHNOLOGIES INC Premium $ Incl.

Insurance Company Federal Insurance Company
Countersigned By
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84)
WC 00 03 13
(Ed. 4-84)
1983 National Council on Compensation Insurance.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

ANY PERSON OR ORGANIZATION FOR WHOM THE

NAMED INSURED HAS AGREED BY WRITTEN

CONTRACT TO FURNISH THIS WAIVER
For policies or exposure in Missouri:

Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual.

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EXHIBIT C-2
Customer Insurance

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EXHIBIT D – EVSE SPECIFICATIONS

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DESCRIPTION OF EV READINESS LEVELS
EV Capable: parking spot has underground electrical infrastructure, but no outlet.

EV Ready: parking spot has underground electrical infrastructure and also an outlet. Vehicle owner must bring their own plug-in.

EV Charging Station (EVCS): parking spot has electrical infrastructure with charging equipment.

Vehicle owner does not need to bring their own plug-in to charge.

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SPECIFICATIONS

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9 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Chris Ghione, Public Services Director
APPROVED BY: City Manager

APPROVE LIBRARY, CULTURE AND ARTS COMMISSION WORK
PLAN

RECOMMENDATION(S)
Approve the proposed Library, Culture and Arts Commission FY 2023-24 Work Plan.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Supporting our Youth, Seniors, and Entire Community
Preserving our Community History
Enhancing Diversity and Inclusiveness
2022-2023 Strategic Priorities
Community Outreach, Engagement, and Messaging
REPORT NARRATIVE:

Annually, the Library, Culture and Arts Commission (LCAC) submits its Work Plan for approval by the City Council. After approval by the Council, the Commission uses the Work Plan to guide its work over the next year. City staff believe that the proposed FY23/24 Work Plan for the LCAC is highly ambitious, but can be achieved with moderate impact on staff resources. As has been the case in past years, many Commissioners have volunteered to take on much of the legwork associated with the specific Work Plan items.

The Work Plan does include several items carried forward from the previous fiscal year.This is due to limitations on available City staff resources and aggressive Work Plan items established by the Commission. Many items are also multi-year in nature or are ongoing events that will not have a completion date.

COMMUNITY ENGAGEMENT:

Consult
The development of the Work Plan occurred at noticed public meetings of the the LCAC. Specific Work Plan items will include appropriate public engagement.

ALTERNATIVE ACTIONS:

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9 The Council could alternatively modify the Commission’s Work Plan to eliminate, add, or change specific items within a Work Plan.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The LCAC approved their Work Plan for City Council review on June 6, 2023.

FISCAL AND RESOURCE IMPACT:

There is no direct fiscal impact associated with the approval of the Commission Work Plans. Each Work Plan identifies the estimated staff resources necessary to support the specific Work Plan items. Supporting the LCAC is an ongoing activity for the Public Services Department.

CEQA (California Environmental Quality Act):

Not a Project
Development of Commission Work Plans is an administrative activity of government that will not result in direct or indirect physical changes in the environment. While some projects on the Work Plans may result in changes to the physical environment, those projects would undergo appropriate environmental review on a project by project basis to meet CEQA requirements.

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Library, Culture & Arts Commission
FY 2023-2024 Work Plan
Draft Work Plan for Council Review
Overall Mission: To assist the City Council in accomplishing its goals by fostering an environment conducive to and supportive of the arts, culture, and life-long learning in Morgan Hill, working with existing community groups to promote resources, and facilitate partnerships.

Project Area City Council
Goal Supported
Staff Resources
Required
Specific Task /
Commissioners Assigned
Community Outreach Supporting our Youth,
Seniors, and Entire
Community
Enhancing Diversity and
Inclusiveness
Community Outreach,
Engagement, and
Messaging
PS Director
(minimal)
CS Supervisor
(moderate)
(1) Participate with other groups to support community outreach and support arts and culture in the community (including Valle del Sur, El Toro Arts, SV Creates, Poppy Jasper International Film Festival, Morgan Hill Diwali Festival, Coyote Creek Music Festival, SJMA Let’s Look at Art, Movimiento de Arte y Cultura Latino Americana, Caribbean Meet and Greet, South Valley Civic Theater) (All)
(2) Explore development of a calendar relating to library, culture and arts events and/or development of a publication plan for upcoming events (Khera/Borchers/Lyn)
(3) Explore opportunities for arts programming in conjunction with the new Morgan Hill Magical Bridge Playground
(Khera/Chabra/Santiago)
(4) Use social media for promotion of Commission initiatives (Chabra/Borchers/Ganapathy)
(5) Develop outreach program to the Latinx community through art programming (Santiago/Lyn)
(6) Continue open art studio program (physical)
(Blanton/Ganapathy/Borchers)
(7) Create a Morgan Hill coloring book in partnership with local artists (Santiago/Ganapathy)
(8) Explore opportunities for youth engagement in arts
(Khera/Chabra/Ganapathy)
(9) Develop a cultural calendar (Khera/Lyn/Chabra)
(10) Continue the "Morgan Hill Stands United Against Hate" campaign (All)
11) Partner with City Staff and support the Fourth Saturday Downtown Street Closure Events (Ganapathy/Chabra are Leads, All Support)

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Project Area City Council
Goal Supported
Staff Resources
Required
Specific Task /
Commissioners Assigned
Art and Culture Events Supporting our Youth,
Seniors, and Entire
Community
Enhancing Diversity and
Inclusiveness
PS Director
(minimal)
CS Coordinator
(minimal)
CS Supervisor
(minimal)
(1) Facilitate the Art a la Carte event (Lyn/Blanton are the leads/all members will support)
(2) Partner with artists on a children’s art show at the International Celebration (Khera/Chabra/Ganapathy)
(3) Implement second annual International Celebration utilizing entertainment and food from various cultures (All)
Permanent and
Proposed Public Art
Supporting our Youth,
Seniors, and Entire
Community
Preserving Our Community
History
PS Director
(moderate)
Maintenance
Manager
(minimal)
(1) Continue implementation of the utility box art program (Artists - Ganapathy/Blanton)/(Sponsors - Chabra/Borchers/Lyn)
(2) Form subcommittees as needed to support specific art requests that come forward (All)
(3) Review art inventory and complete updates to historical items list (Borchers/Lyn/Ganapathy)
(4) Creating an artist registry (Khera/Borchers/Lyn)
(5) Update google map of existing public art (Borchers) (6) Develop and recommend a plan for the use of Public Arts Funds (All)
(7) Explore public art related to a homelessness outreach mural (Santiago/Chabra)
(8) Partner with artist to complete a community mural
(Santiago/Blanton/Ganapathy/Chabra/Lyn)
(9) Complete an Art Master Plan (Santiago/Ganapathy
are Leads, All Support)
Library Outreach and
Support
Supporting our Youth,
Seniors, and Entire
Community
Enhancing Diversity and
Inclusiveness
Library Staff
(minimal)
(1) Support Library outreach and advocacy as needed (All) (2) Submit digital recommendations on books to the Library (All interested participating)
(3) Participate in annual Library Commissioners Forum (All) (4) Support incorporation of Children’s art into the Library (Chabra/Lyn)
Support of Historical
Resources
Preserving our Community
History
PS Director
(minimal)
(1) Explore opportunities for the Commission to support the Morgan Hill Historical Society partnership, including supporting the Black History Project (Ganapathy/Lyn)
(2) Support outreach and advocacy for the Historical Society as needed (All)
(3) Develop a Land Acknowledgement Statement for the
Commission (Lyn/Ganapathy/Santiago)
Staff Resources Required:
0-30 hours: Minimal; 31-60 hours: Moderate; 60+ hours: Significant

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Future Potential Items (Parking Lot)
1) Explore other opportunities for Library art contests in other media (examples: poetry, photography, literature).

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City Council
Meeting Minutes
Mark Turner - Mayor
Rene Spring - Mayor Pro Tem
Gino Borgioli - Council Member
Marilyn Librers - Council Member
Yvonne Martinez Beltran - Council Member
Wednesday, June 7, 2023 5:00 PM
Council Chamber Building
17555 Peak Avenue, Morgan Hill, CA 95037

SPECIAL/REGULAR MEETING
A special meeting of the City Council was called at 5:00 pm for the purpose of conducting a closed session.

SPECIAL MEETING
5:00 pm closed session

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June 7, 2023
2 CALL TO ORDER
Mayor Turner called the City Council meeting to order at 5:00 pm.

ROLL CALL ATTENDANCE
Deputy City Clerk Kim Mancera called the roll.

PRESENT Rene Spring, Gino Borgioli, Yvonne Martinez Beltran, Mark Turner, Marilyn Librers
ABSENT None

DECLARATION OF POSTING AGENDA
Deputy City Clerk Kim Mancera declared the posting of the agenda.

CLOSED SESSION
City Attorney Don Larkin announced the closed session item.

Conference with Labor Negotiators
Authority: Pursuant Government Code Section 54957.6
City Negotiators: Christina Turner, City Manager; Donald Larkin, City Attorney; Michael Horta, Human Resources Director; Dat Nguyen, Finance Director; Edith Ramirez, Assistant City Manager, Development Services
Employee Organization: Morgan Hill Police Officers Association; AFSCME Local 101 Morgan Hill; Community Service Officers Association; Employees Covered under Management Resolution #21-050

OPPORTUNITY FOR PUBLIC COMMENT
Public comment opened at 5:01 pm. There being no requests to speak, public comment closed.

ADJOURN TO CLOSED SESSION
The meeting adjourned to closed session at 5:01 pm.

REGULAR MEETING
The regular meeting convened at 6:00 pm.

SILENT INVOCATION

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June 7, 2023
3 PLEDGE OF ALLEGIANCE

PROCLAMATIONS
Proclaiming the month of June as LGBTQ+ Pride Month

RECOGNITIONS
Certificate of Recognition from Senator John Laird's office to the City of Morgan Hill for the City's efforts to support our LGBTQ+ community.

Certificate of Recognition awarded to Les Taylor for her volunteer efforts supporting the City’s Youth Action Council.

Certificate of Recognition awarded to the Parent Family for their volunteer efforts maintaining the Magical Bridge of Morgan Hill Playground for all visitors.

CITY COUNCIL REPORTS
Council Member Spring provided an update on the Santa Clara Valley Habitat Agency.

He shared that he attended the quarterly South County Regional Wastewater Authority meeting this morning and provided an update. He mentioned that he attended the Memorial Day Service and thanked Eddie Bowers and team for putting the event on. He also attended the Open Space Authority 30-year celebration at the Tilton Ranch. He concluded be speaking about the City's Pridefest event and Pride Flag raising ceremony which he attended and said that it was the best that we have had and there was a great turnout.

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June 7, 2023
4 CITY MANAGER'S REPORT
City Manager Christina Turner spoke about the LAFCO 60th Anniversary celebration today, which she attended along with Mayor Turner. They recognized outgoing Commissioner Susan Vicklund Wilson for her 28 years of service to LAFCO. She announced that the City has received communication from the CEO of Caltrain announcing expanded Caltrain service (the addition of a fourth train) to south San Jose, Morgan Hill, and Gilroy beginning September 2023. She mentioned that our Spanish Community Police Academy (CPA) is being advertised on our website now. The webpage and online application for our upcoming Fall 2023 CPA session in Spanish are active. The first day of the session is September 11, 2023, and will be held at the Community and Cultural Center. She announced that Depot Street is now open through the Community and Cultural Center and full access to the parking lot is now available.

Addionally, the spray pad at the Community and Cultural Center is now open and the Aquatics Center opens this Saturday. Lastly, she announced that our Bay Area Panthers are in 1st place in their division and the next home game is July 10, 2023 at 7:05 pm and it will be Morgan Hill Fan appreciation night at the SAP Center.

CITY ATTORNEY'S REPORT
City Attorney Don Larkin announced that there was no reportable action from the closed session item. He also announced that he attended the Cal Cities City Attorney Conference from May 17-20, 2023 and provided an update.

OTHER REPORTS
Council Member Martinez Beltran mentioned that she attended the Cal-cca conference as a member of the Silicon Valley Clean Energy Board and provided an update. She also shared that she recently spoke with the Latino Coalition leadership group. She attended the City employee Oath of Office, a wildfire drill with Cal Fire and she will be attending a Housing Policy Committee meeting, and the Latino Caucus for the League of Cities in the coming weeks.

Council Member Librers announced that she attended the 1 year anniversary for the Magical Bridge Playground.

Mayor Turner announced that he is part of the Mobility Partnership which focuses on South County roads and transportation. He attended the VTA board meeting last week and provided an update. He is also part of the Santa Clara County Library District and provided information regarding training that the library is providing. He also noted that he is a LAFCO alternate and he attended the meeting today.

PUBLIC COMMENT
Public comment opened at 6:17 pm. The following people were called to speak:

Doug Muirhead
Michael Burchfield
Jorge Sanchez

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June 7, 2023
5 Brian Sullivan
Joe Baranowski (zoom)
Jessica Garcia-Kohl (zoom)
Jake Thompson (zoom)
There being no further requests to speak, public comment closed.

ADOPTION OF AGENDA
MOTION:

Adopting the agenda as posted.

RESULT: Passed
MOVER: Council Member Borgioli
SECONDER: Council Member Martinez Beltran
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: None
ABSTAIN: None
ABSENT: None

CONSENT CALENDAR
Items appearing on the Consent Calendar are considered routine and may be approved by one motion. Pursuant to City Council Policies and Procedures (CP 97-01), any member of the Council or public may request to have an item removed from the Consent Calendar for comment and action.

MOTION:

Approving consent calendar items 1 through 5, 7, 8, and 10 through 13.

RESULT: Passed
MOVER: Council Member Borgioli
SECONDER: Mayor Pro Tem Spring
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: None
ABSTAIN: None
ABSENT: None

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June 7, 2023
6 1. ACCEPT GALVAN PARK RESTROOM REPLACEMENT PROJECT IN THE AMOUNT OF $143,604
Recommendation:

1. Accept as complete the Galvan Park Restroom Replacement Project;

2. Authorize the City Engineer to sign the Notice of Completion; and

3. Direct the City Clerk to file said Notice of Completion with the County Recorder's Office.

2. ADOPT ORDINANCE NO. 2346, NEW SERIES ENACTING SECTION 9.04.055 (CARRYING OF FIREARMS IN SENSITIVE PLACES) OF CHAPTER 9.04 (WEAPONS) OF TITLE 9 (PUBLIC PEACE, MORALS AND WELFARE) OF

THE MUNICIPAL CODE OF THE CITY OF MORGAN HILL REGARDING THE

PROHIBITION OF CARRYING FIREARMS IN SENSITIVE PLACES
Recommendation:

Waive the reading, adopt Ordinance No. 2346, New Series, and declare that said title, which appears on the agenda, shall be determined to have been read by title and further reading waived.

3. ADOPT RESOLUTION ESTABLISHING THE GANN (PROPOSITION 4) APPROPRIATIONS LIMIT FOR FISCAL YEAR 2023-24
Recommendation:

Adopt Resolution establishing the Gann (Proposition 4) appropriations limit for Fiscal Year 2023-24.

4. APPROVE MICROSOFT ENTERPRISE AGREEMENT
Recommendation:

1. Approve the purchase of three-year Microsoft Office 365, Windows Server, and SQL Database Licensing from Dell Marketing, LLP in the amount of $411,126, plus a 10% contingency for any additional growth; and

2. Authorize the City Manager to execute and administer a Microsoft Enterprise Agreement for the licensing of Microsoft products and services with Dell through 2026 with subsequent renewal subject to budget appropriation.

5. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH

KENNEDY/JENKS CONSULTANTS FOR THE EAST DUNNE AVENUE

HILLSIDE WATER RESERVOIR PROJECT
Recommendation:

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June 7, 2023
7 1. Approve a professional services agreement with Kennedy/Jenks Consultants to complete the design for the East Dunne Avenue Hillside Water Reservoir project not to exceed $240,187.

2. Authorize the City Manager to execute all documents and make minor modifications as necessary in order to consummate the transaction.

7. APPROVE THE MAY 3, 2023 CITY COUNCIL MEETING MINUTES Recommendation:

Approve the May 3, 2023 City Council Meeting Minutes.

8. AWARD 2023 PAVEMENT REHABILITATION PROJECT TO MCKIM
CORPORATION IN THE AMOUNT OF $3,948,023
Recommendation:

1. Approve 2023 Pavement Rehabilitation Project plans and specifications;

2. Award contract to McKim Corporation for the 2023 Pavement Rehabilitation Project in the amount of $3,948,023;

3. Authorize expenditure of construction contingency not to exceed $394,802; and

4. Authorize the City Manager to execute and administer the construction contract with McKim Corporation.

10. AWARD FISHER BASIN EXPANSION PROJECT TO GALEB PAVING, INC. IN THE AMOUNT OF $2,568,800
Recommendation:

1. Approve Fisher Basin Expansion Project plans and specifications;

2. Award contract to Galeb Paving Inc. for the Fisher Basin Expansion Project in the amount of $2,568,800;

3. Authorize expenditure of construction contingency funds not to exceed $385,320; and

4. Authorize the City Manager to execute and administer the construction contract with Galeb Paving Inc.

11. AWARD JACKSON OAKS WATER MAIN PROJECT TO SUBTERRA
CONSTRUCTION, INC. IN THE AMOUNT OF $642,100
Recommendation:

1. Approve the Jackson Oaks Water Main Project Plans and Specifications;

2. Award contract to SubTerra Construction, Inc. for the Jackson Oaks Water

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June 7, 2023
8 Main Project in the amount of $642,100;

3. Authorize the expenditure of construction contingency funds not to exceed $96,315; and

4. Authorize the City Manager to execute and administer the construction contract with SubTerra Construction, Inc.

12. RATIFY CITY POSITIONS ON PENDING LEGISLATION
Recommendation:

1. Ratify the City’s position on pending legislation, Assembly Bill 33 (Bains) Fentanyl Addiction and Overdose Prevention Task Force;

2. Ratify the City’s position on pending legislation, Assembly Bill 367 (Maienschein) Controlled substances: enhancements;

3. Ratify the City's position on pending legislation, Assembly Bill 474 (Rodriguez) State Threat Assessment Center: transnational criminal organizations;

4. Ratify the City's position on pending legislation, Assembly Bill 955 (PetrieNorris) Controlled substances; and

5. Ratify the City's position on pending legislation, Assembly Bill 742 (Jackson) Law enforcement: police canines.

13. RECEIVE MONTHLY BUDGET UPDATE AND APRIL 2023 FINANCIAL AND

INVESTMENT REPORTS
Recommendation:

Accept and file report.

ITEMS PULLED FOR DISCUSSION

6. APPROVE REVISIONS TO CITY COUNCIL POLICY CP-94-04, THE CITY'S

INVESTMENT POLICY
Recommendation:

Approve revisions to City Council Policy CP-94-04, the City's Investment Policy.

Finance Director Dat Nguyen provided a report.

Public comment opened at 6:36 pm. There being no requests to speak, public comment closed.

MOTION:

Approving the recommended action.

RESULT: Passed

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June 7, 2023
9 MOVER: Council Member Martinez Beltran
SECONDER: Mayor Pro Tem Spring
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: None
ABSTAIN: None
ABSENT: None

9. AWARD BUTTERFIELD FIRE STATION PROJECT TO LARRY S. KENT, INC.

DBA KENT CONSTRUCTION IN THE AMOUNT OF $7,956,553
Recommendation:

1. Adopt resolution amending the Fiscal Year 2022-23 Budget and appropriating an additional $2,250,000 to fund the Butterfield Fire Station Project;

2. Authorizing an interfund loan to Public Safety Facilities Impact Fund (315) of $7,750,000 from Local Drainage Impact Fund (303) ($5,750,000), Park Maintenance Fund (302) ($1,000,000), and Public Facilities Fund (347) ($1,000,000);

3. Approve the Butterfield Fire Station Plans and Specifications;

4. Award contract to Larry S. Kent, Inc. DBA Kent Construction in the amount of $7,956,553;

5. Authorize expenditures of construction contingency funds not to exceed $795,655; and

6. Authorize the City Manager to execute and administer the construction contract with Larry S. Kent, Inc. DBA Kent Construction.

Senior Project Manager Yat Cho provided a report.

Public comment opened at 6:48 pm. There being no requests to speak, public comment closed.

MOTION:

Approving the recommended action.

RESULT: Passed
MOVER: Council Member Martinez Beltran
SECONDER: Mayor Pro Tem Spring
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: None

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June 7, 2023
10 ABSTAIN: None
ABSENT: None

PUBLIC HEARINGS

14. ADOPT RESOLUTION ORDERING ANNUAL ASSESSMENTS AND RELATED

ACTIONS FOR CITY OF MORGAN HILL LANDSCAPE ASSESSMENT
DISTRICT NUMBER 1
Recommendation:

1. Open and close the Public Hearing; and

2. Adopt resolution confirming Fiscal Year (FY) 2023-24 annual assessments and ordering the levy of assessments for the District.

Maintenance Manager Keri Russell provided a report.

The public hearing opened at 6:49 pm. There being no requests to speak, the public hearing closed.

MOTION:

Approving the recommended action.

OTHER BUSINESS

15. APPROVE VILLA MIRA MONTE CONCEPTUAL SITE MASTER PLAN Recommendation:

Approve the Villa Mira Monte Conceptual Site Master Plan Design.

Public Services Director Chris Ghione provided a report.

Abe Jayson and Jody Janecki with Jayson Architecture provided a report and presentation.

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June 7, 2023
11 Public comment opened at 7:48 pm. The following people were called to speak:

Nick Gaich
Roger Knopf
Kathy Sullivan
Brian Sullivan
Peter Anderson
There being no further requests to speak, public comment closed.

MOTION:

Approving the recommended action.

RESULT: Passed
MOVER: Council Member Borgioli
SECONDER: Council Member Librers
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Mayor Turner, Council Member Librers
NAYS: Council Member Martinez Beltran
ABSTAIN: None
ABSENT: None

16. APPROVE AGREEMENT WITH HEXAGON TRANSPORTATION
CONSULTANTS, INC. FOR DEVELOPMENT OF A TRANSPORTATION

MASTER PLAN
Recommendation:

1. Authorize the City Manager to execute and administer an agreement with Hexagon Transportation Consultants, Inc. for the development of a Transportation Master Plan at a total cost of $893,960; and

2. Adopt a resolution to amend the FY 2022-23 Budget to appropriate $393,960 from Traffic Impact Fund (309), with the Long Range Planning Fund (207) contributing $100,000 of that appropriation.

Public Services Director Chris Ghione provided a report.

Public comment opened at 8:48 pm. The following people were called to speak:

Doug Muirhead
Joe Baranowski (zoom)
There being no further requests to speak, public comment closed.

MOTION:

Approving the recommended action.

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June 7, 2023
12 RESULT: Passed
MOVER: Council Member Borgioli
SECONDER: Council Member Librers
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: None
ABSTAIN: None
ABSENT: None

17. APPROVE UPDATE TO THE CITY'S DONATION POLICY
Recommendation:

Accept changes to the City's Donation Policy
Finance Director Dat Nguyen provided a report.

Public comment opened at 9:25 pm. There being no requests to speak, public comment closed.

MOTION:

Modifying the current policy by limiting the donation to $5,000 annually, adding the statement "City employees shall be responsible for consulting with the City Attorney’s Office prior to acceptance of donations" and rewording section 3.5.

RESULT: Passed
MOVER: Council Member Librers
SECONDER: Mayor Pro Tem Spring
AYES: Mayor Pro Tem Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: None
ABSTAIN: None
ABSENT: None

18. PROVIDE DIRECTION TO STAFF ON PROPOSED FUTURE COUNCIL

INITIATED AGENDA ITEM
Recommendation:

Determine if the majority of the City Council wants the following item agendized at a future meeting for discussion:

Considering implementing term limits for City Council and/or Commission

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June 7, 2023
13 members.

City Manager Christina Turner provided a report. Council Member Spring answered questions.

Public comment opened at 9:45 pm. The following people were called to speak:

Joe Baranowski (zoom)
Miguel Jimenez (zoom)
There being no further requests to speak, public comment closed.

MOTION:

Directing staff to research and bring forth options for term limits for the City’s elected positions.

RESULT: Passed
MOVER: Mayor Pro Tem Spring
SECONDER: Council Member Martinez Beltran
AYES: Mayor Pro Tem Spring, Council Member Martinez Beltran, Mayor Turner, Council Member Librers
NAYS: Council Member Borgioli
ABSTAIN: None
ABSENT: None

FUTURE COUNCIL INITIATED AGENDA ITEMS
Mayor Turner would like to discuss an entertainment permit for adult cabaret shows and having them screened from public view. He would like to discuss fundraising or panhandling around our medians, mainly Monterey and Dunne. He would also like to discuss PG&E's response and the lack of service, and in addition, overturn the ban on natural gas in new construction.

Council Member Martinez Beltran would like to discuss longer time for agendas. She would also like to discuss local work hire.

ADJOURNMENT
There being no further business, Mayor Turner adjourned the meeting at 9:51 pm.

Minutes Prepared by:

Kim Mancera, Deputy City Clerk

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11 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

James Sylvain, Deputy Director Utility Services
APPROVED BY: City Manager

APPROVE THE PURCHASE OF AN OFF-ROAD ALL-TERRAIN
VEHICLE AND EQUIPMENT IN THE AMOUNT OF $175,763 FROM
ALLTRACK INC.

RECOMMENDATION(S)
Approve and authorize the City Manager to execute a purchase order to Alltrack Inc. in the amount of $175,763 for the purchase of an off-road all-terrain vehicle and equipment, to provide access to utility infrastructure.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Maintaining and Enhancing Infrastructure
Guiding Documents
Water System Master Plan
Wastewater System Master Plan
REPORT NARRATIVE:

The City of Morgan Hill has many sewer lines that are in areas that are very difficult to access. Many sewer pipes are located on steep hillsides, behind customers’ homes and in their backyards. This is especially true in the hillside areas of the City. This makes it extremely difficult for field staff to access, maintain, and repair lines in these areas.

Often times, repairs must be done by staff carrying heavy equipment on foot. This also makes it difficult to respond to emergencies such as Sanitary Sewer Overflows in a timely manner.

During the extreme storms of this past winter, staff were repeatedly tasked with attempting to access broken water lines in areas that were not accessible to normal vehicles. Due to the saturation of the ground, full repairs were impossible to make during the winter months. Staff were able to implement alternative measures to isolate the broken lines and ensure water service to residents was continued. However, the risk of the loss of water to residents was high. City staff is currently in the planning phases to improve access roads in these areas, but are many years away from having funding to complete these repairs. Following the storms, staff immediately began looking for alternative solutions to support staff during significant storm events. These efforts led

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11 staff to identify a vehicle that could assist in making access to these remote areas safer, efficient, and effective in the short term.

An Invitation to Bid was posted in May 2023 to obtain pricing to build this specialized equipment. The bid was advertised in the Morgan Hill Times and on the Public Purchase website and was posted to the City website. It was also emailed to two vendors that staff found that do custom upfits of track vehicles. One bid was received.

The bid received was carefully reviewed and complies to all of the specifications asked for in the bid documents. Therefore, staff recommends purchasing the all-terrain vehicle from Alltrack Inc. in the amount of $175,763, which includes the customized vehicle and equipment, freight, and tax.

COMMUNITY ENGAGEMENT:

Not Applicable
The purchase of vehicles and equipment for the operations within the Utilities Division is a necessary function to support operations of the City and therefore no community engagement was performed.

ALTERNATIVE ACTIONS:

1. City Council could choose to reject the bid and reissue a new bid. This is not recommended as the type of vehicle the Utility Division is seeking is highly specialized and rebidding is not likely to result in a lower cost.

2. City Council could choose to reject the bid and not approve the purchase of this vehicle. This is not recommended as the inability to reach remote areas has greatly impacted the ability of staff to respond to repairs and emergency situations in a timely manner.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

There have been no prior Council actions.

FISCAL AND RESOURCE IMPACT:

Funds for this purchase will be reappropriated from the Capital Improvement Program (CIP) Wastewater Fund (643) and CIP Water Fund (653). The CIP currently has funds budgeted for the upgrade of access roads and for security enhancements. City staff is proposing the use of limited funds for each of these areas that were allocated to Projects 360022 and 630023. There is currently $1.0 million available for the access roads project in FY 23-24, of which, $131,822 would be used for this equipment purchase and there is currently $200,000 allocated to the security enhancements project in FY 23-24, of which, $43,941 would be used. Both projects are multi-year projects and neither would be severely impacted or delayed by the use of these funds.

CEQA (California Environmental Quality Act):

Not a Project
The purchase of a vehicle is an administrative action that will not result in a change to the physical environment. This action is not a project under the California Environmental

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11 Quality Act.

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2023 Alltrack AT-20HD

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Quick Specs. AT-20HD
Payload: 3500lbs.

Dry Weight: 5500lbs.

Gross: 9500lbs.

Suspension: Independent torsion axle
Track Width: 16” or 22”
Speed: 14 mph
Drive: Hydrostatic
Steering: Dual Hydraulic Pilot operated joysticks
Fuel: Diesel
Horsepower: 74 HP
Width: 61” with 16” track 73” with 22” track
Length: 162"
Height: 86”
Cab Seating: 2
Max Gradient: Side 40% Front 60%
ALLTRACK INC.
4281-23RD STREET N.E.

CALGARY, ALBERTA
1-800-583-8850 OR 403-250-8856
WWW.ALLTRACK.CA

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MODEL
2023 ALLTRACK AT-20HD

STANDARD FEATURES
Vehicle Overall Dimensions
Length: 162”
Width: 61” with 16” track, 73” with 22” track
Height: 86”
Deck Height: 31" from ground
Deck Area: 60" x 60"
Ground Clearance: 12”
Weights
GVWR: 9,500lbs.

Curb: 5,500 lbs. 16” track; 6,000 lbs. 22” track.

Payload: 3,500 lbs.

Ground Pressure
Unloaded @ 6” Penetration
16” WIDE TRACKS: 1.6 PSI
22” WIDE TRACKS: 1.3 PSI
At Capacity
16” WIDE TRACKS: 2.7 PSI
22” WIDE TRACKS: 2.0 PSI

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12 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Dat Nguyen, Finance Director
APPROVED BY: City Manager

AUTHORIZE WRITE-OFF OF CERTAIN UNCOLLECTIBLE

RECEIVABLES IN ACCORDANCE WITH THE CITY'S WRITE-OFF
POLICY

RECOMMENDATION(S)
Authorize write-off of certain uncollective receivables in the amount of $161,494 in accordance with the City's write-off policy.

COUNCIL PRIORITIES, GOALS & STRATEGIES
2022-2023 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

While Finance staff make every effort to collect unpaid receivables, some inevitably become uncollectible and must be removed from the general ledger. It is the City's policy to actively pursue collections, regularly review the status of past due accounts, and write-off amounts determined to be uncollectible. It is also best practice to write-off (remove) uncollectible amounts from the general ledger account balances, so that the City does not overstate its assets.

A recent review identified certain receivables which were deemed uncollectible and all efforts to recover the amounts owed have been exhausted. As a result, staff is recommending the City Council authorize staff to write off $161,494 in uncollectible receivables.

COMMUNITY ENGAGEMENT:

Inform
This staff report serves to inform the community of the proposed write-off of certain uncollectible receivables.

ALTERNATIVE ACTIONS:

Not Applicable

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12 PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On June 6, 2018, City Council authorized the write-off of an uncollectible housing rehabilitation loan in the amount of $38,725.

FISCAL AND RESOURCE IMPACT:

The write-off amount of $161,494 would decrease the receivables in the General Fund.

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.

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Customer # Last Name First Name Description Current balance 12877 ARREDONDO SAMANTHA Damage to PD veh ‐ 2/19/2022 $7,835.29 12776 ELLINGSEN CHRISTOPHER TAYLOR Damage to fire hydrant ‐ 6/13/2021
$5,516.56
12774 PROFETA JASON DEVIN Property damage to light pole #2159 ‐ 12/9/2021
$5,932.00
12753 MOODY KEVIN Property damage to light pole
#987 ‐ 12/24/2021
$8,566.69
12724 BALTAZAR DOMINGUEZ ALFONSO Damage to fire hydrant ‐ 11/3/2020
$6,040.03
12726 GRIGER JACK Damage to fire hydrant ‐
6/30/2020
$6,483.54
12721 ANSALDO CLINTON LEE Damage to fire hydrant ‐
9/17/2021
$6,339.02
12723 AGUILAR JEROME FRANK Damage to fire hydrant ‐
8/11/2021
$5,174.80
12708 MCCUTCHEON LAWRENCE Property damage to light pole ‐ 7/12/2021
$6,964.53
12713 BUCIO‐GUTIERREZ JOSUE Property damage to light pole and middle barriers ‐ 6/25/2021
$5,353.98
12677 MARTINEZ JOSEPH Property damage to light pole
and middle barriers ‐ 6/25/2021
$8,316.85
12652 OZUNA JORGE Damage to PD veh ‐ 8/19/2020 $5,258.63 12648 BARAJAS JULISSA Property damage to solar panel
pedestrian crosswalk pole ‐
10/29/2020
$8,059.58

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Customer # Last Name First Name Description Current balance 12600 REYES ANDREW Property damage to light pole ‐
8/5/2020
$6,566.16
12588 MARTINI NOLA ANNE 13 admin citations ranging from 2020‐2022. All related to animal
control issues.
$5,800.00
12591 GALVAN JUAN EDWARD Damage to PD booking facility ‐ 8/10/2019
$16,880.00
12592 CHAVEZ JOEL Damage to PD veh 12/17/2019 $6,420.79 12493 LARA VIVEROS ALAN Damage to two guard rails ‐
5/16/2022
$8,227.03
12431 BEASLEY EMILY Damage to fire hydrant ‐
10/23/2019
$8,764.26
12242 SMITH JAMES V 3 admin Citation: fire codes ‐
2019
$11,200.00
12192 OF ANTHONY

GUERRERO
TO

PARENTS/GUARDIAN
Damage to hydrant and
surrounding city property ‐
4/29/2018
$6,765.31
10561 MARTINEZ MICHAEL ANTHONY Damage to PD veh ‐ 12/14/2011 $5,028.79 TOTAL: $161,493.84

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CITY OF MORGAN HILL

FISCAL POLICIES AND PROCEDURES
SUBJECT: WRITE-OFF POLICY
EFFECTIVE DATE: June 7, 2017

PURPOSE
The purpose of this policy is to ensure that all reasonable diligence has been used to collect accounts receivable, improve measurement of the City’s accounts receivable, and ensure the most efficient use of City revenue collection resources.

POLICY
It is the policy of the City of Morgan Hill to actively pursue collection of past-due accounts receivable, regularly review the status of past-due accounts, and write-off amounts determined to be uncollectible.

Approval Authority for Write-Off Request:
a) The Director of Finance is authorized to approve the write-off of accounts with an outstanding balance of up to $2,500;
b) The City Manager is authorized to approve the write-off of accounts with an outstanding balance in excess of $2,500 and up to $5,000;
c) Write-off of accounts with an outstanding balance in excess of $5,000 must be approved by action of the City Council.

A write-off of uncollectible accounts receivable from the City’s accounting records does not constitute forgiveness of the debt or gift of public funds. Subsequent collection of an account previously written-off will be treated as new revenue in the appropriate fund.

PROCEDURES
Collection procedures are established by the Finance Department and will vary depending on the nature of the receivable. Types of receivables covered by this approval authority include but are not limited to: business license tax; water and wastewater utility billings; fees for services; recovery for damage to City property; fines and penalties; and legal judgments.

I. Designation of an Account as Uncollectible
An account will be considered uncollectible after the appropriate collection procedures have been followed if it meets the three following criteria or the City Council has approved the action:

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 The amount remains unpaid after one year;
 Finance Department has exhausted all collection efforts;  The cost of further collection efforts will exceed the estimated recovery amount.

II. Preparation of Request for Write-Off of Accounts Receivable At least annually, Finance staff, in conjunction with responsible departments, will identify any accounts receivable that meet the criteria for designation as an uncollectible account. A request for write-off of accounts receivable will be prepared by Finance staff, and submitted to the Director of Finance.

The request for write-off of accounts receivable must include an itemized list of the uncollectible accounts to be written off specifying the following:
 Debtor name;
 Account balance;
 Due date;
 Brief description of receivable type;
 Criteria under which the account was deemed uncollectible; and  Account number of the receivable in the City's accounting system.

For each uncollectible account, documentation must be attached to the request to support the uncollectible account designation and substantiate that the responsible departments and/or Finance have followed its collection procedures and exercised due diligence in its collection efforts. Due diligence documentation could include:
 Invoices, reminder letters, or collection letters (and any documentation that are returned as undeliverable, no known forwarding address, etc.);  Information from the California Department of Corporations;  Referral to the City's collection agency;
 Bankruptcy claim and any related plan or discharge;
 Judgment awarded by a court or settlement agreement; and  Notice of discontinuation of services.

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13 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Hilary Holeman, Administrative Analyst
APPROVED BY: City Manager

RATIFY CITY POSITIONS ON PENDING LEGISLATION

RECOMMENDATION(S)
Ratify the City’s position opposing pending legislation, Senate Bill 623 (Laird) Workers' compensation: post-traumatic stress disorder.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Preserving and Cultivating Public Trust
REPORT NARRATIVE:

Per Resolution No. 20-010 (Attachment 1), the City Council recognizes occasional situations arise where communication indicating support or opposition on pending State, County, or other regional boards’ legislation or action that could be important and may occur prior to the next scheduled City Council meeting. Under these circumstances, the Mayor or City Manager is delegated the authority to prepare, execute and transmit written or verbal communications indicating a City’s position when any of the following criteria are met: a) the League of California Cities, or a similar organization, has requested the City to comment or take a position, b) the timing to express a position occurs prior to the next scheduled Council meeting, and c) the pending State, County, or other regional boards’ legislation or action clearly supports or clearly hinders the implementation or fulfillment of an adopted City Council Priority, Goal, or Strategy in a substantial manner such that it is in the best interest of the City to indicate its comment or position. When this occurs, a written report to the City Council for acceptance is required at the next possible meeting.

BACKGROUND
On May 24, 2023, the California Association of Joint Powers Authorities (CAJPA) sent a Legislative Alert (Attachment 2) for cities to sign onto the Oppose SB 623 Coalition letter to help strengthen efforts to educate legislators that the intent of this bill to extend post-traumatic stress injury (PTSI) is not based on actual experience or analysis and would drive up costs for public entities that provide emergency services.

BILL SUMMARY
Existing law establishes a workers’ compensation system, administered by the Administrative Director of the Division of Workers’ Compensation, to compensate an

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13 employee for injuries sustained in the course of employment. Existing law provides, until January 1, 2025, that, for certain state and local firefighting personnel and peace officers, the term “injury” includes post-traumatic stress that develops or manifests during a period in which the injured person is in the service of the department or unit.

Existing law requires the compensation awarded pursuant to this provision to include full hospital, surgical, medical treatment, disability indemnity, and death benefits. This bill would instead repeal that provision on January 1, 2032, and for injuries occurring on or after January 1, 2024, expand its scope to apply to firefighting members of the State Department of State Hospitals, the State Department of Developmental Services, the Military Department, and the Department of Veterans Affairs, and to additional peace officers, including security officers of the Department of Justice when performing assigned duties as security officers, and the officers of a state hospital under the jurisdiction of the State Department of State Hospitals or the State Department of Developmental Services, among other officers. The bill would also make that provision applicable to public safety dispatchers, public safety telecommunicators, and emergency response communication employees, as defined.

On May 31, 2023, the City signed on to CAJPA's coalition letter by e-mail. The full SB 623 Bill Text is included as Attachment 3.

COMMUNITY ENGAGEMENT:

Inform - this report serves to inform the community on the City’s position on pending legislation that directly impacts the City of Morgan Hill.

ALTERNATIVE ACTIONS:

The City Council could rescind the position taken.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

City Council periodically ratifies City positions on various pending State, County or other regional board legislation or actions that have a direct impact on the City of Morgan Hill.

FISCAL AND RESOURCE IMPACT:

Tracking legislation is an activity included in the annual workplan of the City Manager’s Office.

CEQA (California Environmental Quality Act):

Not a Project - administrative action/activity without an impact.

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1 Hilary Holeman
Subject: FW: CAJPA Legislative Alert: Coalition Signers Needed to Oppose SB 623 From: CAJPA <[email protected]>
Sent: Wednesday, May 24, 2023, 12:38 PM
Subject: Legislative Alert: Coalition Signers Needed to Oppose SB 623

CAJPA LEGISLATIVE ALERT
COALITION SIGNERS NEEDED TO OPPOSE SB 623

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2 CAJPA and other public agency employer associations have been working diligently to oppose SB 623 (Laird). If signed into law, SB 623 would:
 Extend the existing workers’ compensation presumption for specified peace officers that a diagnosis of post-traumatic stress injury (PTSI) is occupational to January 1, 2032 (from January 1, 2025)
 Expand the PTSI workers’ compensation presumption to
additional categories of peace officers including public investigators, public security officers, public safety dispatchers, public safety telecommunicators, and any peace officer
employed by a K-12 public school district, and many more.

The coalition’s opposition is based on the increased cost this expansion would impose on public employers without any evidence that the current workers’ compensation system is failing these vital employees. There is no evidence that a presumption is warranted.

CAJPA is asking its members to sign onto the Oppose SB 623 Coalition letter to help strengthen efforts to educate legislators that the intent of this bill to extend PTSI is not based on actual experience or analysis and would drive up costs for struggling public entities that are trying to provide emergency services.

To add your organization’s name to the coalition letter, please send an email to CAJPA Legislative Assistant Brett Moore at [email protected] with the following information:
 Expressed permission to add your pool’s name to the letter  A jpeg logo
 A signatory from the organization
Please respond no later than May 31, 2023 to be added to the coalition letter. If you need any additional information to consider this request, please email CAJPA’s Legislative Advocate Faith Borges at [email protected].

Thank you for strengthening the voice of California’s public agency employers.

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3 CAJPA | 808 R Street, Suite 209, Sacramento, CA 95811 Unsubscribe [email protected]
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AMENDED IN SENATE MARCH 20, 2023
SENATE BILL No. 623
Introduced by Senator Laird
(Principal coauthor: Senator Stern)
February 15, 2023
An act to amend Section 3212.15 of the Labor Code, relating to workers’ compensation.
legislative counsel’s digest
SB 623, as amended, Laird. Workers’ compensation: post-traumatic stress disorder.

Existing law establishes a workers’ compensation system, administered by the Administrative Director of the Division of Workers’ Compensation, to compensate an employee for injuries sustained in the course of employment. Existing law provides, until January 1, 2025, that, for certain state and local firefighting personnel and peace officers, the term “injury” includes post-traumatic stress that develops or manifests during a period in which the injured person is in the service of the department or unit. Existing law requires the compensation awarded pursuant to this provision to include full hospital, surgical, medical treatment, disability indemnity, and death benefits.

This bill would instead repeal that provision on January 1, 2032, and for injuries occurring on or after January 1, 2024, expand its scope to apply to firefighting members of the State Department of State Hospitals, the State Department of Developmental Services, the Military Department, and the Department of Veterans Affairs, and to additional peace officers, including security officers of the Department of Justice when performing assigned duties as security officers, and the officers of a state hospital under the jurisdiction of the State Department of

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State Hospitals or the State Department of Developmental Services, among other officers. The bill would also make that provision applicable to public safety dispatchers, public safety telecommunicators, and emergency response communication employees, as defined.

This bill would make technical, nonsubstantive conforming changes to these provisions.

Vote: majority. Appropriation: no. Fiscal committee: no yes.

State-mandated local program: no.

The people of the State of California do enact as follows:
line 1 SECTION 1. Section 3212.15 of the Labor Code is amended line 2 to read:
line 3 3212.15. (a)  This section applies to all of the following:
line 4 (1)  Active firefighting members, whether volunteers, partly line 5 paid, or fully paid, of all of the following fire departments:
line 6 (A)  A fire department of a city, county, city and county, district, line 7 or other public or municipal corporation or political subdivision. line 8 (B)  A fire department of the University of California and the line 9 California State University.
line 10 (C)  The Department of Forestry and Fire Protection. line 11 (D)  A county forestry or firefighting department or unit. line 12 (E)  The State Department of State Hospitals.
line 13 (F)  The State Department of Developmental Services. line 14 (G)  The Military Department.
line 15 (H)  The Department of Veterans Affairs.
line 16 (2)  Active firefighting members of a fire department that serves line 17 a United States Department of Defense installation and who are line 18 certified by the Department of Defense as meeting its standards line 19 for firefighters.
line 20 (3)  Active firefighting members of a fire department that serves line 21 a National Aeronautics and Space Administration installation and line 22 who adhere to training standards established in accordance with line 23 Article 4 (commencing with Section 13155) of Chapter 1 of Part line 24 2 of Division 12 of the Health and Safety Code. line 25 (4)  Peace officers, as defined in Section 830.1, subdivisions (a), line 26 (b), and (c) of Section 830.2, Section 830.32, subdivisions (a) and line 27 (b) of Section 830.37, Sections 830.1, 830.2, 830.3, 830.32, 830.37, line 28 and 830.38, subdivision (b) of Section 830.4, and Sections 830.5 98 SB 623 — 2 —

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line 1 and 830.55 of the Penal Code, who are primarily engaged in active line 2 law enforcement activities.
line 3 (5)  (A)  Fire and rescue services coordinators who work for the line 4 Office of Emergency Services.
line 5 (B)  For purposes of this paragraph, “fire and rescue services line 6 coordinators” means coordinators with any of the following job line 7 classifications: coordinator, senior coordinator, or chief line 8 coordinator.
line 9 (6)  (A)  Public safety dispatchers, public safety line 10 telecommunicators, and emergency response communication line 11 employees.
line 12 (B)  For the purposes of this paragraph, a “public safety line 13 dispatcher,” “public safety telecommunicator,” or “emergency line 14 response communication employee” means an individual employed line 15 by a public safety agency whose primary responsibility is to line 16 receive, process, transmit, or dispatch emergency and line 17 nonemergency calls for law enforcement, fire, emergency medical, line 18 and other public safety services by telephone, radio, or other line 19 communication device, and includes an individual who supervises line 20 other individuals who perform these functions.
line 21 (b)  In the case of a person described in subdivision (a), the term line 22 “injury,” as used in this division, includes “post-traumatic stress line 23 disorder,” as diagnosed according to the most recent edition of the line 24 Diagnostic and Statistical Manual of Mental Disorders published line 25 by the American Psychiatric Association and that develops or line 26 manifests itself during a period in which any member person line 27 described in subdivision (a) is in the service of the department or line 28 unit. department, unit, office, or agency.
line 29 (c)  For an injury that is diagnosed as specified in subdivision line 30 (b):
line 31 (1)  The compensation that is awarded shall include full hospital, line 32 surgical, medical treatment, disability indemnity, and death line 33 benefits, as provided by this division.
line 34 (2)  The injury so developing or manifesting itself in these cases line 35 shall be presumed to arise out of and in the course of the line 36 employment. This presumption is disputable and may be line 37 controverted by other evidence, but unless so controverted, the line 38 appeals board is bound to find in accordance with the presumption. line 39 This presumption shall be extended to a person described in line 40 subdivision (a) following termination of service for a period of 3 98 — 3 — SB 623

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line 1 calendar months for each full year of the requisite service, but not line 2 to exceed 60 months in any circumstance, commencing with the line 3 last date actually worked in the specified capacity. line 4 (d)  Compensation shall not be paid pursuant to this section for line 5 a claim of injury unless the person has performed services for the line 6 department or unit department, unit, office, or agency for at least line 7 six months. The six months of employment need not be continuous. line 8 This subdivision does not apply if the injury is caused by a sudden line 9 and extraordinary employment condition.
line 10 (e)  This section (1)  This section, as added by Section 2 of line 11 Chapter 390 of the Statutes of 2019, applies to injuries occurring line 12 on or after January 1, 2020.
line 13 (2)  The amendments to this section made by Senate Bill 623 of line 14 the 2023–24 Regular Session apply to injuries occurring on or line 15 after January 1, 2024.
line 16 (f)  This section shall remain in effect only until January 1, 2025, line 17 2032, and as of that date is repealed.

O
98 SB 623 — 4 —

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14 CITY COUNCIL STAFF REPORT
MEETING DATE: June 21, 2023
PREPARED BY:

Dat Nguyen, Finance Director
APPROVED BY: City Manager
RECEIVE MONTHLY BUDGET UPDATE AND MAY 2023 FINANCIAL

AND INVESTMENT REPORTS

RECOMMENDATION(S)
Accept and file report.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Preserving and Cultivating Public Trust
2022-2023 Strategic Priorities
Fiscal Sustainability
Community Outreach, Engagement, and Messaging
REPORT NARRATIVE:

As part of the City Council’s expectation to maintain a high level of transparency and to be responsible stewards of public funds, staff is providing this monthly budget update, along with the May 2023 financial and investment reports.

May 2023 Financial Report
The Revenue and Expense Summary through May 2023 is included on the first page of the monthly financial report. Overall, General Fund revenues total $40.8 million or about 79% of the budget. Expenditures, including encumbrances, amounted to $49.5 million or 85% of the budget, compared to prior year to date expenditures, including encumbrances, of $42.3 million. This represents an increase of $7.2 million in total year to date expenditures, including encumbrances, compared to the prior year to date.

Excluding the encumbrances, year to date expenditures increased by about $6.1 million mainly due to new programs launched this year, such as Innovative Transit and County Solid Waste Program, the gradual recovery in Recreation Services, as well as additional staffing programmed in the current year along with better staff recruitment and retention efforts citywide.

Budget Update
There has been no material change to the City’s revenue since the last budget update to the Council on June 7, 2023. Recreation Services revenues continue to recover from the pandemic and are on target with budget. For water revenue, Morgan Hill residents

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14 consumed about 17% less water through May compared to the prior three-year average. As such, the 15% revenue stabilization water rate has been implemented.

COMMUNITY ENGAGEMENT:

Inform
Finance staff prepares these financial reports to inform City officials, the Council, the community, and various lenders and stakeholders about the financial health of the organization, which assists each one of the interested parties in making sound financial and investment decisions.

ALTERNATIVE ACTIONS:

No alternative action is recommended, as this is a monthly financial report on City transactions which have already occurred.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council receives and files the financial and investment report for each month.

At the September 16, 2015 meeting, City Council recommended monthly financial and investment reports be agendized under the Consent Agenda, and quarterly financial and investment reports be presented to City Council as an “Other Business” item.

FISCAL AND RESOURCE IMPACT:

The preparation of the report is a part of the Finance workplan.

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.

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FINANCE DEPARTMENT

CITY OF MORGAN HILL
May 31, 2023 - 92% of Year Complete
Prepared by:

Monthly Financial and Investment Reports

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CITY OF MORGAN HILL, CALIFORNIA
FINANCIAL STATEMENT ANALYSIS - FISCAL YEAR 2022-23
FOR THE MONTH ENDED MAY 2023 – 92% OF YEAR COMPLETE
 General Fund – Revenues through May totaled $40.8 million, or about 79% of the budgeted revenues.

For the property tax revenue, the County estimated the City will receive approximately $17.9 million for the current fiscal year versus $17.4 million budgeted. As for sales tax, HdL, the City's sales tax consultant raised the City's current fiscal year sales tax revenue estimate to $12.5 million, an increase of approximately $0.5 million from the prior estimate in its most recent projection.

The chart below shows historical General Fund revenues by major revenue category from FY18-19 through FY21-22 Actual, FY22-23 Budget, and YTD as of May 31, 2023.

General Fund expenditures and encumbrances as of May 31, 2023 totaled $49.5 million, of which approximately $2.3 million is attributable to outstanding encumbrances, compared to prior year to date expenditures, including encumbrances, of $42.3 million. This represents an increase of $7.2 million in total year to date expenditures, including encumbrances, compared to the prior year to date. Excluding the encumbrances, year to date expenditures increased by about $6.1 million mainly due to new programs launched this year, such as Innovative Transit and County Solid Waste Program, the gradual recovery in Recreation Services, as well as additional staffing programmed in the current year along with better staff recruitment and retention efforts citywide.  Community Services – The Community Services Department’s recreation operations, as reflected in the schedule presented on page 7 of the Monthly Financial and Investments Reports, shows a negative impact to the General Fund of approximately $1.1 million as of May 31, 2023. Recreation Services revenues continue to recover from the pandemic and are on target with budget. $12.8 $14.5 $16.0 $16.7 $17.9 $12.6
$10.7 $9.7 $11.0 $12.9 $12.9
$9.6
$5.1 $4.6 $4.4
$5.9 $5.4
$4.3
$9.9 $8.3 $5.7
$7.5 $8.9
$8.3
$4.9 $3.6
$9.7
$9.1 $6.5
$6.0
$43.3 $40.6
$46.8
$52.1 $51.6
$40.8
0 10
20 30
40 50
60 FY18‐19 FY19‐20 FY20‐21 FY21‐22 Budget
FY22‐23
YTD
FY22‐23
Millions ($)
Historical GF Revenues
Property Tax Sales Tax Franchise and Hotel Taxes Service Charges Other

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CITY OF MORGAN HILL, CALIFORNIA
FINANCIAL STATEMENT ANALYSIS - FISCAL YEAR 2022-23
FOR THE MONTH ENDED MAY 2023 – 92% OF YEAR COMPLETE
The chart below shows the historical net impact of Recreation Operations to the general fund.

Due to longstanding governmental accounting and budgeting convention, the City’s recreation operations are not charged for indirect costs (known in Morgan Hill as “General Fund Administration”) from the central services departments of City Attorney, City Manager, and Administrative Services.

The City’s other governmental funds, such as Development Services, and the proprietary funds, such as Water and Wastewater, and the Information Services Fund, are assessed such charges through the City’s indirect cost allocation plan, prepared in compliance with the guidelines set forth in the Code of Federal Regulations Title 2, Chapter II, Part 200 (formerly OMB Circular No. A-87), which mandates certain calculation and cost allocation practices that must be followed in order to qualify for Federal grant funding, but which also represents best practice for non-grant funded City operations like utilities and information services.
 Development Services Fund – Revenues through May totaled $5.3 million compared to prior year to date amount of approximately $4.7 million, partially due to a result of the fees increase approved by the City Council on January 19, 2022. Expenditures, including encumbrances, totaled $5.3 million.  Debt Service Funds – Expenditures through May totaled $0.7 million. The debt service for the first half of the year includes both interest and principal, while the second half of the year will include interest only. Debt service payments were all scheduled when the bonds were issued and are budgeted for in the months delineated in the underlying bond documents. The General Fund’s portion of the annual debt service payments is approximately $200,000, less than one percent of the General Fund’s budgeted revenues.
($2.5)
($2.0)
($1.5)
($1.0)
($0.5)
$0.0
$0.5
FY13‐14 FY14‐15 FY15‐16 FY16‐17 FY17‐18 FY18‐19 FY19‐20 FY20‐21 FY21‐22 FY22‐23 Budget
Millions (S)
Historical Net GF Impact

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CITY OF MORGAN HILL, CALIFORNIA
FINANCIAL STATEMENT ANALYSIS - FISCAL YEAR 2022-23
FOR THE MONTH ENDED MAY 2023 – 92% OF YEAR COMPLETE
 Wastewater Operations – Revenues from Sewer Operations through May totaled $12.8 million.

Expenditures and outstanding encumbrances totaled $14.2 million or 87% of the budget. The table below shows historical Sewer Operations revenues and expenditures from FY18-19 through FY21-22 Actual, FY22-23 Budget, and YTD as of May 31, 2023.
(amount in millions) FY18‐19 FY19‐20 FY20‐21 FY21‐22
Budget
FY22‐23
YTD
FY22‐23
Revenues 11.4              11.9             13.3                             14.8             14.9 12.8 Expenditures              12.3             13.3             11.4                 16.3             14.8 14.2 Operating Margin                (0.4)              ‐ ‐               0.1                  (1.5)              (1.4) Operating Margin
without Encumbrances                 (0.1)              0.4 ‐               0.1                  (1.5)              (1.3)  Water Operations – Water Operations includes Utility Billing, Water Conservation, and Water Operations. Revenues from Water Operations through May totaled $14.8 million. Water Operations expenditures, including outstanding encumbrances, totaled $14.4 million. Morgan Hill residents consumed about 17% less water through May compared to the prior three-year average. As such, the 15% revenue stabilization water rate has been implemented. The table below shows Water Operations revenues and expenditures from FY18-19 through FY21-22 Actual, FY22-23 Budget, and YTD as of May 31, 2023.
(amount in millions) FY18‐19 FY19‐20 FY20‐21 FY21‐22
Budget
FY22‐23
YTD
FY22‐23
Revenues              15.3             16.5             14.2               16.0               17.6                14.8 Expenditures              16.4             16.5             14.3               15.2               17.6                14.4 Operating Margin               (1.1) (0.1)                             ‐                 0.8                 ‐                  0.4 Operating Margin
without Encumbrances                 (0.1) 0.8                             ‐                 0.8                 ‐                  1.0  Investments – One security were called, and five new securities, including one CD at the FDIC insured amount of $250,000, were purchased. Total interest earnings received on investments were $247,000 during the month.

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% OF ACTUAL PLUS % OF

FUND NAME ACTUAL BUDGET ENCUMBRANCES BUDGET
General 40,766,778 $ 79% $ 49,505,582 85%
Development Services 5,341,186 86% 5,317,529 87%
Housing Successor Agency 366,133 157% 1,088,413 95%
Sewer Operations 12,760,839 86% 14,241,049 87%
Sewer Other 17,413,118 71% 20,940,655 37%
Water Operations 14,838,251 84% 14,374,658 82%
Water Other 5,601,578 92% 2,759,336 42%
Other Special Revenues * 3,953,045 76% 4,120,319 63%
Capital Projects & Streets 21,959,142 90% 25,489,509 47% Debt Service 625,449 92% 679,065 100%
Internal Service 11,161,059 90% 9,342,094 63%
TOTAL FOR ALL FUNDS 134,786,579 $ 82% $ 147,858,209 62% * Includes all Special Revenue Funds except Development Services Fund, Street Funds, and Housing Successor Agency.

REVENUES EXPENSES
0% 20% 40% 60% 80% 100% 120% 140% 160% 180%
General
Development Services
Housing Successor Agency
Sewer Operations
Sewer Other
Water Operations
Water Other
Other Special Revenues *
Capital Projects & Streets
Debt Service
Internal Service
Morgan Hill YTD Revenue & Expense Summary
May 31, 2023 - 92% of Year Complete
Revenues to Budget Expenses to Budget
Percentage of Actual to Budget
92%

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% OF PRIOR YEAR % CHANGE FROM

REVENUE CATEGORY BUDGET ACTUAL BUDGET TO DATE PRIOR YEAR Property Tax 17,883,705 $ 12,566,200 $ 70% 11,367,849 $ 11% Sales Tax 12,895,413 9,603,643 75% 9,719,790 -1%
Franchise Tax 2,760,000 2,204,302 80% 2,056,454 7%
Hotel Tax 2,600,000 2,094,179 81% 1,971,611 6%
Other Agencies 1,304,130 1,085,449 83% 478,018 127%
Service Charges 8,953,658 8,296,744 93% 6,975,593 19%
Interest/Other 2,080,126 2,199,403 106% 1,894,037 16%
Transfers In 3,145,538 2,716,858 86% 2,229,242 22%
TOTAL REVENUES 51,622,570 $ 40,766,778 $ 79% 36,692,594 $ 11% 0% 20% 40% 60% 80% 100% 120%
Property Tax
Sales Tax
Franchise Tax
Hotel Tax
Other Agencies
Service Charges
Interest/Other
Transfers In
Total Revenues
Percent of Actual to Budget
Morgan Hill YTD General Fund Revenues
May 31, 2023 - 92% of Year Complete
92%

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ACTUAL PLUS PRIOR YTD PLUS % CHANGE FROM
EXPENDITURE CATEGORY BUDGET ENCUMBRANCES % OF BUDGET ENCUMBRANCES PRIOR YEAR Administration $ 6,720,240 $ 5,562,482 83% 4, $ 302,382 29% Community Services 16,259,209 13,202,069 81% 11, 270,989 17% Police 21,962,279 18,413,327 84% 16, 501,115 12%
Fire 8,653,847 7,787,666 90% 6, 767,608 15%
Transfers Out 4,647,315 4,540,039 98% 3, 488,361 30%
TOTAL EXPENDITURES $ 58,242,889 $ 49,505,582 85% 42, $ 330,455 17% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110%
Administration
Community
Services
Police
Fire
Transfers Out
Total Expenditures
Percent of Actual to Budget
Morgan Hill YTD General Fund Expenditures
May 31, 2023 - 92% of Year Complete
92%

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City of Morgan Hill
Recreation Report - Fiscal Year 2022-23
For the Month Ended May 31, 2023
92% of Year Complete
% of
Budget May 2023 YTD Budget
Revenues
Membership Services & Rec Programs 5,136,869 $ 448,759 $ 4,773,647 $ Facility Rentals 830,459 83,364 1,117,155
Community Services 127,498 4,197 53,682
Transfers in 75,000 6,250 68,750
Total Revenues 6,169,826 $ 542,569 $ 6,013,234 $ 97%
Less: Expenditures
Membership & Program Services 6,772,195 $ 452,276 $ 5,582,821 $ Facility Rentals 546,870 41,491 431,705
Community Services 644,107 46,463 508,822
Total Expenditures 7,963,173 $ 540,228 $ 6,523,348 $ 82% Net Impact without encumbrances (1,793,347) $ 2,341 $ (510,114) $ Encumbrances - - 623,044
Net Impact with encumbrances (1,793,347) $ 2,341 $ (1,133,159) $

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The chart below shows cash balances by fund type reconciled to City's financial system:

City of Morgan Hill
Monthly Investment Report ‐ May 31, 2023
The following are the snapshots of City's investment portfolio as of May 31, 2023. The first chart shows the portfolio composition by investment type:

LAIF ‐ $3M
2%
CA Class ‐ $9.2M
5%
Treasury ‐ $21.5M
11%
Money Market ‐
$0.2M
<1%
Federal Agency Issues ‐
$138.3M
73%
Certificate of Deposits ‐
$1.8M
1%
Bond Reserves/Trust ‐
$13.6M
7%
Cash & Other Deposits ‐ $1.2M
1%
Investment Portfolio Composition ‐ $188.8 Million
LAIF ‐ $3.0M
CA Class ‐ $9.2M
Treasury ‐ $21.5M
Money Market ‐ $0.2M
Federal Agency Issues ‐
$138.3M
Certificate of Deposits ‐
$1.8M
Bond Reserves/Trust ‐
$13.6M
Cash & Other Deposits ‐
$1.2M
General Fund, $27.8M Community
Development, $2.0M
Housing Successor
Agency/ CDBG, $4.3M
Water ‐ Operations,
$4.4M
Water Other, $21.3M
Sewer ‐ Operations,
$1.4M
Sewer Other, $46.0M
Other Special Revenue,
$8.7M
Streets and Capital
Projects (except RDA),
$40.2M
Debt Service, $0.3M
Internal Service,
$24.3M
Agency Funds
(assessment
dists./refundable
deposits), $8.1M
Cash Balances by Fund Type
$188.8 Million

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The following chart illustrates a yield comparison by month among the City's portfolio, LAIF and 2‐Year US Treasury:

The chart below illustrates monthly average days to maturity of the City's portfolio along with the weighted average yield for the past two years:

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%
May‐21
Jun‐21
Jul‐21
Aug‐21
Sep‐21
Oct‐21
Nov‐21
Dec‐21
Jan‐22
Feb‐22
Mar‐22
Apr‐22
May‐22
Jun‐22
Jul‐22
Aug‐22
Sep‐22
Oct‐22
Nov‐22
Dec‐22
Jan‐23
Feb‐23
Mar‐23
Apr‐23
May‐23
Yield Portfolio vs. Benchmarks
LAIF City 2 Yr US‐Treasury

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%
0 100
200
300
400
500
600
700
800
900
May‐21
Jun‐21
Jul‐21
Aug‐21
Sep‐21
Oct‐21
Nov‐21
Dec‐21
Jan‐22
Feb‐22
Mar‐22
Apr‐22
May‐22
Jun‐22
Jul‐22
Aug‐22
Sep‐22
Oct‐22
Nov‐22
Dec‐22
Jan‐23
Feb‐23
Mar‐23
Apr‐23
May‐23
Days Yield
Portfolio Yield and Maturity Trends
Avg Days to Maturity Yield

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City of Morgan Hill
Investment Portfolio Detail
As of May 31, 2023
Investment Settlement Cost Book % of Market YTM Next Call Date of Type CUSIP Date Value Value Portfolio Value at Cost Date Maturity L A I F $ 3,050,434 $ 3,050,434 1.62% 3,009,284 $ 2.99% California C L A S S 9,216,286 9,216,286 4.88% 9,216,286 $ 5.15% City Managed
Treasury Bill 912796XY0 8/17/2022 2,423,428 $ $ 2,484,814 1.32% 2,475,025 $ 3.22% 8/10/2023 8/10/2023 Treasury Bill 912797FM4 5/9/2023 1,494,108 1,498,738 0.79% 1,498,905 5.14% 6/6/2023 6/6/2023 Treasury Bill 912797FN2 5/16/2023 2,290,769 2,295,714 1.22% 2,296,021 5.25% 6/13/2023 6/13/2023 Treasury Note 91282CCZ2 10/8/2021 1,987,656 1,991,730 1.06% 1,808,520 1.00% 9/30/2026 9/30/2026 Treasury Note 91282CDR9 1/4/2022 1,999,141 1,999,747 1.06% 1,947,740 0.77% 12/31/2023 12/31/2023 Treasury Note 91282CDR9 1/19/2022 1,989,688 1,996,896 1.06% 1,947,740 1.02% 12/31/2023 12/31/2023 Treasury Note 91282CDV0 2/11/2022 1,977,969 1,992,493 1.06% 1,942,420 1.44% 1/31/2024 1/31/2024 Treasury Note 9128286R6 3/28/2022 1,996,320 1,998,386 1.06% 1,946,260 2.34% 4/30/2024 4/30/2024 Treasury Note 912828S35 4/12/2022 1,985,703 1,999,034 1.06% 1,993,800 1.97% 06/30/2023 6/30/2023 Treasury Note 912828U24 6/13/2022 1,904,688 1,925,449 1.02% 1,873,200 3.16% 11/15/2026 11/15/2026 Treasury Note 91282CAW1 11/17/2022 1,246,984 1,275,464 0.68% 1,270,243 4.49% 11/15/2023 11/15/2023 FFCB Bond 3133ELVX9 4/8/2020 2,000,000 2,000,000 1.06% 1,924,120 0.88% 10/8/2023 4/8/2024 FFCB Bond 3133ELC28 5/27/2020 2,000,000 2,000,000 1.06% 1,843,100 0.73% 11/27/2023 5/27/2025 FHLMC Bond 3134GVYN2 6/3/2020 2,000,000 2,000,000 1.06% 1,879,000 0.60% 6/3/2023 12/3/2024 FHLMC Bond 3134GWZG4 10/20/2020 2,000,000 2,000,000 1.06% 1,818,100 0.60% 10/20/2023 10/20/2025 FHLMC Bond 3134GW3X2 10/27/2020 2,000,000 2,000,000 1.06% 1,818,020 0.63% 10/27/2023 10/27/2025 FHLMC Bond 3134GW6E1 11/2/2020 2,000,000 2,000,000 1.06% 1,958,800 0.32% 11/2/2023 11/2/2023 FFCB Bond 3133EMFR8 11/3/2020 2,000,000 2,000,000 1.06% 1,814,460 0.54% 11/3/2023 11/3/2025 FNMA Bond 3135GA4P3 11/18/2020 2,000,000 2,000,000 1.06% 1,817,160 0.65% 11/18/2023 11/18/2025 FHLMC Bond 3134GXEJ9 11/24/2020 2,000,000 2,000,000 1.06% 1,815,760 0.64% 11/24/2023 11/24/2025 FFCB Bond 3133EMHF2 11/24/2020 1,000,000 1,000,000 0.53% 906,950 0.60% 11/24/2023 11/24/2025 FHLMC Bond 3134GXCS1 11/25/2020 3,000,000 3,000,000 1.59% 2,730,540 0.63% 11/25/2023 11/25/2025 FHLMC Bond 3134GXFA7 11/30/2020 2,000,000 2,000,000 1.06% 1,815,960 0.65% 11/26/2023 11/26/2025 FFCB Bond 3133EMLC4 12/22/2020 2,000,000 2,000,000 1.06% 1,799,040 0.47% 6/22/2023 12/22/2025 FHLB Bond 3130AKQ74 1/22/2021 2,000,000 2,000,000 1.06% 1,800,700 0.63% 7/22/2023 1/22/2026 FNMA Bond 3135G06R9 1/28/2021 2,000,000 2,000,000 1.06% 1,796,140 0.55% 7/28/2023 1/28/2026 FHLB Bond 3130AKRN8 1/28/2021 2,000,000 2,000,000 1.06% 1,801,060 0.65% 7/28/2023 1/28/2026 FHLB Bond 3130ALCV4 2/24/2021 2,000,000 2,000,000 1.06% 1,801,160 0.75% 8/24/2023 2/24/2026 FHLB Bond 3130ALDB7 2/25/2021 2,000,000 2,000,000 1.06% 1,796,480 0.66% 8/25/2023 2/25/2026 FHLB Bond 3130AKZ25 2/26/2021 2,000,000 2,000,000 1.06% 1,795,820 0.65% 8/26/2023 2/26/2026 FHLB Bond 3130ALGS7 3/10/2021 2,000,000 2,000,000 1.06% 1,799,300 0.85% 9/10/2023 3/10/2026 FHLB Bond 3130ALEP5 3/16/2021 2,000,000 2,000,000 1.06% 1,790,800 0.70% 9/16/2023 3/16/2026 FHLB Bond 3130ALDN1 3/16/2021 2,000,000 2,000,000 1.06% 1,795,940 0.80% 9/16/2023 3/16/2026 FHLB Bond 3130AMNH1 6/9/2021 2,000,000 2,000,000 1.06% 1,801,620 1.08% 6/9/2023 6/9/2026 FHLB Bond 3130AMYJ5 6/30/2021 2,000,000 2,000,000 1.06% 1,794,220 1.00% 6/30/2023 6/30/2026 FHLB Bond 3130AMYP1 7/15/2021 3,000,000 3,000,000 1.59% 2,703,630 1.13% 7/15/2023 7/15/2026 FHLB Bond 3130AMYS5 7/15/2021 2,000,000 2,000,000 1.06% 1,842,380 0.85% 7/15/2023 7/15/2025 FHLB Bond 3130ANJC5 8/26/2021 2,000,000 2,000,000 1.06% 1,777,720 0.80% 8/26/2023 8/26/2026 FHLB Bond 3130ANLW8 8/26/2021 3,000,000 3,000,000 1.59% 2,684,070 1.00% 8/26/2023 8/26/2026 FHLB Bond 3130ANLZ1 8/26/2021 2,000,000 2,000,000 1.06% 1,783,600 0.90% 8/26/2023 8/26/2026 FHLB Bond 3130A8XY4 9/13/2021 2,103,340 2,067,820 1.10% 1,865,860 0.82% 9/11/2023 9/11/2026 FFCB Bond 3133EM4X7 9/28/2021 1,982,960 1,988,726 1.05% 1,794,300 0.98% 9/10/2023 9/10/2026 FHLB Bond 3130APCH6 9/29/2021 3,000,000 3,000,000 1.59% 2,685,810 1.13% 9/29/2023 9/29/2026 FHLB Bond 3130ANZE3 9/30/2021 2,000,000 2,000,000 1.06% 1,785,580 0.88% 9/30/2023 9/30/2026 FHLB Bond 3130AP6N0 9/30/2021 3,000,000 3,000,000 1.59% 2,678,940 1.05% 9/30/2023 9/30/2026 FHLB Bond 3130AP6M2 9/30/2021 3,000,000 3,000,000 1.59% 2,676,270 1.02% 9/30/2023 9/30/2026 FHLB Bond 3130APCG8 10/19/2021 2,000,000 2,000,000 1.06% 1,780,440 1.00% 10/19/2023 10/19/2026 FHLB Bond 3130APNX9 11/18/2021 2,000,000 2,000,000 1.06% 1,790,580 1.30% 11/18/2023 11/18/2026 FHLB Bond 3130AQFL2 12/29/2021 2,000,000 2,000,000 1.06% 1,946,960 0.75% 6/29/2023 12/29/2023 FHLB Bond 3130AQHU0 1/19/2022 2,000,000 2,000,000 1.06% 1,838,200 1.74% 7/19/2023 1/19/2027 FHLB Bond 3130AQKT9 1/25/2022 2,000,000 2,000,000 1.06% 1,882,000 1.51% 7/25/2023 7/25/2025 FHLB Bond 3130AR4F5 3/10/2022 2,000,000 2,000,000 1.06% 1,915,820 3.48% 9/10/2023 3/10/2027 FHLMC Bond 3137EAES4 5/3/2022 1,954,860 1,997,268 1.06% 1,992,540 2.25% 6/26/2023 6/26/2023 FHLMC Bond 3134GXUZ5 6/15/2022 2,000,000 2,000,000 1.06% 1,955,360 3.28% 6/15/2023 12/15/2025 FHLB Bond 3130ASPE3 7/28/2022 2,000,000 2,000,000 1.06% 1,943,680 4.30% 7/28/2023 7/28/2027

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Investment Settlement Cost Book % of Market YTM Next Call Date of Type CUSIP Date Value Value Portfolio Value at Cost Date Maturity FNMA Bond 3135GACZ2 11/25/2022 2,000,000 2,000,000 1.06% 1,986,200 5.40% 11/25/2023 11/25/2024 FHLMC Bond 3134GY4B5 11/28/2022 2,000,000 2,000,000 1.06% 1,983,060 5.00% 11/15/2023 11/15/2023 FFCB Bond 313312MF4 12/19/2022 1,930,440 1,970,647 1.04% 1,967,160 4.65% 9/27/2023 9/27/2023 FHLMC Bond 3134GYC26 12/29/2022 2,000,000 2,000,000 1.06% 1,995,080 4.80% 6/29/2023 12/29/2027 FHLB Bond 313384JC4 1/13/2023 1,953,994 1,988,878 1.05% 1,988,100 4.72% 7/14/2023 7/14/2023 FHLB Bond 3130AUFT6 1/27/2023 2,000,000 2,000,000 1.06% 1,983,460 5.43% 7/27/2023 1/27/2025 FHLB Bond 3130AUP32 1/27/2023 2,250,000 2,250,000 1.19% 2,224,395 5.98% 7/27/2023 1/27/2028 FHLMCMTN Bond 3134GYGB2 1/30/2023 2,000,000 2,000,000 1.06% 1,970,760 5.20% 10/26/2023 1/26/2028 FHLMCMTN Bond 3134GYG22 2/16/2023 3,000,000 3,000,000 1.59% 2,954,790 5.13% 11/16/2023 11/16/2026 FHLMCMTN Bond 3137EAES4 2/17/2023 2,952,433 2,990,576 1.58% 2,988,810 4.85% 6/26/2023 6/26/2023 FHLB Bond 3130AUTZ7 2/24/2023 2,000,000 2,000,000 1.06% 1,979,580 6.44% 8/24/2023 2/24/2028 FHLB Bond 3130AUZH0 3/6/2023 2,000,000 2,000,000 1.06% 1,985,900 6.33% 6/6/2023 3/6/2026 FHLB Bond 3130AUZZ0 3/13/2023 2,000,000 2,000,000 1.06% 1,985,220 6.23% 6/13/2023 3/13/2026 FHLB Bond 3130AV2Z4 3/15/2023 2,000,000 2,000,000 1.06% 1,991,920 5.35% 9/15/2023 3/15/2024 FHLB Bond 3130AV3P5 3/20/2023 2,000,000 2,000,000 1.06% 1,988,620 5.50% 9/20/2023 9/20/2024 FHLB Bond 3130AVK92 4/5/2023 3,000,000 3,000,000 1.59% 2,983,860 5.00% 10/5/2023 4/5/2024 FHLB Bond 3130AVL83 4/6/2023 2,000,000 2,000,000 1.06% 1,984,680 5.20% 7/7/2023 10/7/2024 FHLB Bond 3130AVQ96 4/17/2023 2,000,000 2,000,000 1.06% 1,989,280 5.15% 7/17/2023 4/17/2024 FHLB Bond 3130AVNT5 4/28/2023 1,000,000 1,000,000 0.53% 993,260 5.50% 6/5/2023 4/25/2025 FHLMCMTN Bond 3134GYQZ8 5/11/2023 3,000,000 3,000,000 1.59% 3,000,870 6.09% 8/11/2023 5/11/2026 FHLMCMTN Bond 3134GYSV5 5/25/2023 2,000,917 2,000,000 1.06% 1,999,320 5.50% 9/22/2023 06/18/2024 CD ‐ Ally Bank 02007GM83 3/30/2023 250,000 250,000 0.13% 249,538 5.15% 3/28/2024 3/28/2024 CD ‐ Western Alliance Bank 95763PLA7 3/30/2023 250,000 250,000 0.13% 249,930 5.30% 1/2/2024 1/2/2024 CD ‐ Dime Community Bank 25432JCF8 3/30/2023 250,000 250,000 0.13% 249,938 5.15% 7/31/2023 7/31/2023 CD ‐ Zions Bancorp 98970LC43 3/31/2023 250,000 250,000 0.13% 250,123 5.40% 9/27/2024 9/27/2024 CD ‐ Pacific City Bank 69406PEC9 3/31/2023 250,000 250,000 0.13% 249,965 5.05% 6/30/2023 6/30/2023 CD ‐ Pacific Western Bank 69506YYD5 4/5/2023 250,000 250,000 0.13% 250,783 5.65% 4/5/2024 4/5/2028 CD ‐ US Bank 90354KBR8 5/17/2023 250,000 250,000 0.13% 249,318 5.10% 5/16/2024 5/16/2024 Sub Total/Average $ 161,175,397 $ 161,462,378 85.53% 152,711,782 $ 2.53% Money Market $ 202,447 $ 202,447 0.11% $ 202,447 4.99% Total City Managed/Average $ 173,644,564 $ 173,931,546 87.26% 165,139,799 $ 2.68% Bond Reserve Accounts ‐ Held By Trustees $ 6,829,482 $ 6,829,482 3.62% 6,829,482 $ Cash/Deposits $ 1,220,498 $ 1,220,498 0.65% 1,220,498 $ PARS and CALPERS CERBT Trust $ 6,787,404 $ 6,787,404 3.60% 7,253,643 $ GRAND TOTAL/AVERAGE $ 188,481,948 $ 188,768,929 100% 180,443,422 $

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CITY OF MORGAN HILL CASH AND INVESTMENT REPORT
FOR THE MONTH OF MAY 31, 2023
FOR THE FISCAL YEAR OF 2022-23
Invested Book Value % of Market
in Fund Yield End of Month Total Value
Investments
State Treasurer LAIF - City All Funds Pooled 2.99% 1,294,263 $ 0.69% $ 1,276,804 2015 Wastewater Rev Bonds - CIP Wastewater Fund 2.99% 1,756,170 0.93% 1,732,480 California CLASS All Funds Pooled 5.15% 9,216,286 4.88% 9,216,286 Federal Issues All Funds Pooled 2.38% 138,253,914 73.24% 129,962,315 Treasury All Funds Pooled 2.64% 21,458,464 11.37% 20,999,874 Certificate of Deposits All Funds Pooled 5.26% 1,750,000 0.93% 1,749,593 Dreyfus Treas Cash Management Acct All Funds Pooled 4.99% 202,447 0.11% 202,447 SUBTOTAL $ 173,931,546 92.14% 165,139,799 $
Bond Reserve Accounts - held by trustees
Zions Bank - Civic Center/Library Facility
Blackrock Liq Fund Debt Service 4.47% 75 0.00% 75
Zions Bank - MH Police Facility Lease Revenue Bonds
Blackrock Liq Fund Debt Service 4.47% 95 0.00% 95
BNY - RDA Bonds
Dreyfus Cash Mgmt 521 Agency Fund 0.00% 5,797,638 3.07% 5,797,638 Zions Bank - MH Ranch 2015
Blackrock Liq Funds Fed Fund -DI -2015 Agency Fund 4.47% 420,905 0.22% 420,905 Zions Bank - Madrone Bus Park Taxable/ Tax Exempt 2015
Blackrock Liquidity Temp Fund-2015 Agency Fund 4.47% 0.32% 610,769 610,769 SUBTOTAL 6,829,482 3.62% 6,829,482
Other Cash/Deposits
General Checking All Funds 1,174,398 0.62% 1,174,398
Workers' Comp Administrators Workers' Comp 30,000 0.02% 30,000 Petty Cash & Emergency Cash General Fund 16,100 0.01% 16,100 CALPERS CERBT - OPEB Trust 4,487,404 2.38% 4,762,585
PARS - PENSION Trust 2,300,000 1.22% ** 2,491,058
SUBTOTAL 8,007,902 4.24% 8,474,141
Total Cash and Investments $ 188,768,929 100.00% $ 180,443,422 ** As of April 30, 2023

CASH ACTIVITY SUMMARY
FY 2022-23
07/1/22 Change in 05/31/23
Fund Type Balance Cash Balance Balance
General Fund 26,535,041 $ 1,252,771 $ 27,787,812 $
Community Development 1,919,696 33,724 1,953,420
Housing Successor Agency/ CDBG 4,670,910 (412,817) 4,258,093 Water - Operations 2,980,708 1,457,893 4,438,601
Water Other 18,208,344 3,126,168 21,334,511
Sewer - Operations 1,663,439 (226,023) 1,437,416
Sewer Other 50,357,493 (4,414,771) 45,942,722
Other Special Revenue 8,482,063 250,965 8,733,028
Streets and Capital Projects (except RDA) 38,126,094 2,065,236 40,191,330 Debt Service 339,861 (53,287) 286,574
Internal Service 21,185,083 3,116,709 24,301,792
Agency Funds (assessment dists./refundable deposits) 9,072,901 (969,270) 8,103,631 Total $ 183,541,633 $ 5,227,296 $ 188,768,929
Note: See Investment Porfolio Detail for maturities of "Investments." Market values are obtained from the City's investment brokers' monthly reports.

I certify that information on the investment reports has been reconciled to the general ledger and bank statements and that there are sufficient funds to meet the expenditure requirements of the City for the next six months. The portfolio is in compliance with the City of Morgan Hill Investment Policy and all State laws and regulations.

Prepared by: ____________________________________ Approved by:

Gina Nazareno, Senior Accountant
Reviewed by: ____________________________________
Dat Nguyen, Finance Director Caitlin Jachimowicz, Treasurer

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City of Morgan Hill
Year to Date Revenues - Fiscal Year 2022-23
For the Month Ended May 31, 2023
92% of Year Complete

CURRENT INCR (DECR)
ADOPTED AMENDED YTD % PRIOR FROM PRIOR %

BUDGET BUDGET ACTUAL OF BUDGET YTD YTD CHANGE
010 GENERAL FUND
TAXES
Property Tax - Secured/Unsecured $ 14,753,873 15,253,873 $ 11,183,456 73% $ 10,357,113 $ 826,343 8% Property Tax - RPTTF Residual Distribution 2,429,832 2,429,832 987,196 41% 808,731 178,466 22% Property Tax - Supplemental Roll 200,000 200,000 395,548 198% 202,005 193,542 96% Sales Tax 11,950,308 12,450,308 9,301,272 75% 9,372,400 (71,128) -1% Public Safety Sales Tax 445,105 445,105 302,371 68% 347,390 (45,019) -13% Transient Occupancy Taxes 2,600,000 2,600,000 2,094,179 81% 1,971,611 122,569 6% Franchise (Refuse ,Cable ,PG&E) 2,760,000 2,760,000 2,204,302 80% 2,056,454 147,847 7% Property Transfer Tax 500,000 500,000 300,595 60% 642,400 (341,805) -53% TOTAL TAXES 35,639,118 36,639,118 26,768,919 73% 25,758,103 1,010,815 4%

LICENSES/PERMITS
Business License 170,000 170,000 146,960 86% 172,563 (25,603) -15% Other Permits 53,975 53,975 1187% 77,172 640,736 563,565 730% TOTAL LICENSES/PERMITS 223,975 223,975 787,696 352% 249,734 537,962 215%

FINES AND PENALTIES
Parking Enforcement 2,932 2,932 6,489 221% 4,343 2,146 49% Bails & Fines 46,480 46,480 41,898 90% 37,987 3,911 10% Administrative Citations 20,000 20,000 5,128 26% (5,933) 11,061 -186% TOTAL FINES AND PENALTIES 69,412 69,412 53,515 77% 36,397 17,118 47%

OTHER AGENCIES
Motor Vehicle in-Lieu 40,000 40,000 47,613 119% 54,729 (7,116) -13% Other Revenue - Other Agencies 1,304,130 1,304,130 83% 478,018 1,085,449 607,431 127% TOTAL OTHER AGENCIES 1,344,130 1,344,130 1,133,063 84% 532,747 600,316 113%

CHARGES CURRENT SERVICES
Police False Alarm Charge 32,280 32,280 36,915 114% 25,708 11,206 44% Business License Application Review 53,000 53,000 46,179 87% 38,355 7,824 20% Membership Services & Rec Programs 5,136,869 5,136,869 4,773,647 93% 3,909,884 863,763 22% Facility Rentals 819,459 830,459 1,117,155 135% 578,577 538,579 93% Community Services 127,498 127,498 53,682 42% 107,927 (54,245) -50% General Administration Overhead 1,775,408 1,775,408 1,618,812 91% 1,679,612 (60,800) -4% Other Charges Current Services 998,144 998,144 65% 635,530 650,355 14,825 2% TOTAL CURRENT SERVICES 8,942,658 8,953,658 8,296,744 93% 6,975,593 1,321,152 19%

OTHER REVENUE
Use of money/property 774,829 874,829 770,338 88% 620,306 150,032 24% Other Revenues 371,910 371,910 64% 290,472 239,646 (50,826) -17% TOTAL OTHER REVENUE 1,146,739 1,246,739 1,009,984 81% 910,778 99,206 11%

TRANSFERS IN
One Time Transfer 180,000 180,000 165,000 92% 164,989 0% 11 Public Safety Facilities Fund 50,000 50,000 45,833 92% 22,913 22,920 100% Supplemental Law Enforcement Fund 100,000 100,000 100,000 100% 100,000 n/a - Countywide Solid Waste 355,000 355,000 325,417 92% 297,700 27,717 9% Streets 904,438 904,438 654,179 72% 324,267 329,912 102% Park Maintenance 650,000 650,000 595,837 92% 595,837 n/a - Sewer Operations 375,000 375,000 343,750 92% 327,393 16,357 5% Water Operations 375,000 375,000 343,750 92% 327,393 16,357 5% Open Space 81,100 81,100 74,342 92% - 74,342 n/a
Park Development 75,000 75,000 68,750 92% - 68,750 n/a
TOTAL TRANSFERS IN 3,145,538 3,145,538 2,716,858 86% 2,229,242 487,615 22% TOTAL GENERAL FUND 50,511,570 51,622,570 40,766,778 79% 36,692,594 4,074,184 11%

SPECIAL REVENUE FUNDS
202 STREET MAINTENANCE
Gas Tax 2105 - 2107.5 909,478 909,478 650,483 72% 560,743 89,740 16% Interest / Other Revenue/Other Charges 5 58 8 3,696 6373% 705 2,991 424% 202 STREET MAINTENANCE 909,536 909,536 654,179 72% 561,448 92,731 17%

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City of Morgan Hill
Year to Date Revenues - Fiscal Year 2022-23
For the Month Ended May 31, 2023
92% of Year Complete

CURRENT INCR (DECR)
ADOPTED AMENDED YTD % PRIOR FROM PRIOR %

BUDGET BUDGET ACTUAL OF BUDGET YTD YTD CHANGE

SPECIAL REVENUE FUNDS
205 SUPPLEMENTAL LAW ENFORCEMENT FUND
Interest Income 1,438 1,438 3,979 277% 1,068 2,910 272% Police Grant/SLEF/JAG 100,000 100,000 165,271 165% 154,849 10,422 7% 205 SUPPLEMENTAL LAW ENFORCEMENT FUND 101,438 101,438 169,250 167% 155,918 13,333 9% 206 DEVELOPMENT SERVICES
Building Fees 3,433,600 3,433,600 3,490,010 102% 2,772,317 717,693 26% Planning Fees 1,259,167 1,259,167 649,623 52% 698,874 (49,251) -7% Engineering Fees 1,142,289 1,142,289 890,552 78% 1,046,092 (155,540) -15% Other Revenue/Current Charges 346,181 346,181 90% 221,528 311,001 89,473 40% 206 DEVELOPMENT SERVICES 6,181,237 6,181,237 5,341,186 86% 4,738,811 602,375 13% 207 LONG RANGE PLANNING 995,882 995,882 986,580 99% 704,377 282,203 40% 215 and 216 HCD BLOCK GRANT
Interest Income/Other Revenue 244 244 375% 319 914 595 187% 215 and 216 HCD BLOCK GRANT 244 244 914 375% 319 595 187% 225 ASSET SEIZURE 979 979 1,424 145% 661 764 116%
229 LIGHTING AND LANDSCAPE 199,916 199,916 111,890 56% 105,249 6,641 6% 230 COMMUNITY FACILITIES DISTRICT 37,591 37,591 27,938 74% 12,039 15,900 132% 232 ENVIRONMENTAL PROGRAMS 553,277 553,277 518,969 94% 458,905 60,063 13% 234 MOBILE HOME PARK RENT STAB. 441 441 6,614 1500% 8,144 (1,529) -19% 236 HOUSING MITIGATION 1,575,835 1,575,835 870,883 55% 1,140,923 (270,040) -24% 240 EMPLOYEE ASSISTANCE 20,673 20,673 7,756 38% 9,658 (1,901) -20% 246 COUNTYWIDE SOLID WASTE 1,628,603 1,686,193 1,248,895 74% 1,048,667 200,228 19% 247 ENVIRONMENT REMEDIATION 1,023 1,023 1,931 189% 2,989 (1,058) -35% 255 HOUSING SUCCESSOR AGENCY 233,641 233,641 366,133 157% 1,323,165 (957,032) -72% 260 PUBLIC ART 501 501 n/a - 1,100 (1,100) -100%
TOTAL SPECIAL REVENUE FUNDS 12,440,818 12,498,408 10,314,543 83% 10,272,371 42,172 0%

CAPITAL PROJECTS FUNDS
301 PARK DEVELOPMENT 1,369,271 1,369,271 3,728,743 272% 5,999,282 (2,270,539) -38% 302 PARK MAINTENANCE 540,773 540,773 526,062 97% 538,124 (12,062) -2% 303 LOCAL DRAINAGE 374,484 374,484 1,007,297 269% 1,249,682 (242,385) -19% 304 LOCAL DRAINAGE/NON AB1600 29,166 29,166 107,970 370% 178,943 (70,972) -40% 306 AGRICULTURE & OPEN SPACE PRESERVATION 5,058 5,058 76,992 1522% 151,312 (74,320) -49% 308 STREET CIP 5,662,650 5,662,650 5,031,711 89% 3,880,502 1,151,209 30% 309 TRAFFIC IMPACT 5,019,799 5,019,799 7,160,711 143% 7,196,234 (35,523) 0% 315 PUBLIC SAFETY FACILITIES IMPACT 6,221,575 6,221,575 627,030 10% 213,024 414,006 194% 346 PUBLIC FACILITIES NON-AB1600 1,165,537 1,165,537 405,295 35% 2,482,555 (2,077,260) -84% 347 PUBLIC FACILITIES IMPACT 138,168 138,168 115,593 84% 47,767 67,827 142% 348 LIBRARY 480,582 480,582 186,160 39% 214,596 (28,436) -13% 350 UNDERGROUNDING 29,592 29,592 23,523 79% 495,054 (471,531) -95% 355 SCHOOL PEDESTRIAN/TRAFFIC SAFETY 482,291 482,291 214,745 45% 1,025,669 (810,923) -79% 360 COMMUNITY/REC IMPACT FUND 1,335,488 1,335,488 532,277 40% 243,538 288,739 119% 375 QUIMBY FEE 653,451 653,451 1,560,852 239% 908,499 652,353 72% TOTAL CAPITAL PROJECTS FUNDS 23,507,885 23,507,885 21,304,963 91% 24,824,780 (3,519,818) -14%

DEBT SERVICE FUNDS
420 CIVIC CENTER DEBT 292,184 292,184 269,961 92% 280,341 (10,380) -4% 441 POLICE FACILITY BOND 387,490 387,490 355,488 92% 352,282 3,206 1% TOTAL DEBT SERVICE FUNDS 679,674 679,674 625,449 92% 632,623 (7,174) -1%

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City of Morgan Hill
Year to Date Revenues - Fiscal Year 2022-23
For the Month Ended May 31, 2023
92% of Year Complete

CURRENT INCR (DECR)
ADOPTED AMENDED YTD % PRIOR FROM PRIOR %

BUDGET BUDGET ACTUAL OF BUDGET YTD YTD CHANGE

ENTERPRISE FUNDS
640 SEWER OPERATION
Sewer Service Fees 14,400,000 14,400,000 12,370,597 86% 11,859,302 511,295 4% Interest Income/Transfers 38,548 38,548 33,325 86% 13,230 20,095 152% Other Revenue/Current Charges 319,809 319,809 356,917 112% 531,891 (174,974) -33% 640 SEWER OPERATION 14,758,357 14,758,357 12,760,839 86% 12,404,423 356,416 3% 641 SEWER EXPANSION
Interest Income 64,455 64,455 323,312 502% 112,047 211,264 189% Development Impact Fee 4,336,657 4,336,657 2,721,524 63% 3,072,230 (350,706) -11% Transfer From-643 (Sewer Replacement) 13,310,782 13,310,782 8,035,993 60% 8,035,993 - n/a 641 SEWER EXPANSION 17,711,894 17,711,894 11,080,829 63% 3,184,278 7,896,551 248% 642 SEWER RATE STABILIZATION 50,000 50,000 85,929 172% 150,982 (65,053) -43% 643 SEWER-CAPITAL PROJECT 6,710,456 6,710,456 6,246,360 93% 4,340,532 1,905,828 44% TOTAL SEWER FUNDS 39,230,707 39,230,707 30,173,957 77% 20,080,215 10,093,743 50% 650 WATER OPERATION
Water Sales 16,400,000 16,400,000 13,017,504 79% 11,532,846 1,484,658 13% Meter Install & Service 50,000 50,000 68,439 137% 122,274 (53,835) -44% Transfers-In / Interest Income 580,372 580,372 727,904 125% 463,001 264,902 57% Other Revenue/Current Charges 614,770 614,770 1,024,405 167% 1,066,677 (42,273) -4% 650 WATER OPERATION 17,645,142 17,645,142 14,838,251 84% 13,184,799 1,653,453 13% 651 WATER EXPANSION
Interest Income/Other Revenue/Transfer 21,044 21,044 42,154 200% 16,277 25,878 159% Development Impact Fee 918,214 918,214 696,668 76% 410,354 286,314 70% 651 WATER EXPANSION 939,258 939,258 738,822 79% 426,631 312,192 73% 652 WATER RATE STABILIZATION - - 45,996 n/a 130,309 (84,314) -65% 653 WATER CAPITAL PROJECT 5,128,809 5,128,809 4,816,760 94% 4,663,452 153,307 3% TOTAL WATER FUNDS 23,713,209 23,713,209 20,439,829 86% 18,405,191 2,034,638 11% TOTAL ENTERPRISE FUNDS 62,943,916 62,943,916 50,613,786 80% 38,485,406 12,128,381 32%

INTERNAL SERVICE FUNDS
730 INFORMATION SYSTEMS 2,233,768 2,233,768 2,055,166 92% 2,065,723 (10,556) -1% 740 BUILDING MAINTENANCE 1,655,704 1,655,704 1,517,782 92% 1,036,508 481,274 46% 741 BUILDING REPLACEMENT 836,114 836,114 800,613 96% 657,872 142,741 22% 745 CIP ADMINISTRATION 1,977,307 1,977,307 1,235,983 63% 1,370,011 (134,028) -10% 760 UNEMPLOYMENT INSURANCE 2,317 2,317 4,170 180% 1,584 2,586 163% 770 WORKERS COMPENSATION 719,150 719,150 800,025 111% 699,806 100,219 14% 790 EQUIPMENT REPLACEMENT 2,219,595 2,219,595 2,176,273 98% 1,034,227 1,142,046 110% 791EMPLOYEE BENEFITS 813,718 813,718 744,444 91% 558,227 186,217 33% 795 GENERAL LIABILITY INSURANCE 1,981,019 1,981,019 1,826,601 92% 1,578,237 248,363 16% TOTAL INTERNAL SERVICE FUNDS 12,438,692 12,438,692 11,161,059 90% 9,002,195 2,158,864 24% TOTAL FOR ALL FUNDS 162,522,555 $ 163,691,145 $ 134,786,579 $ 82% 119,909,970 $ 14,876,609 $ 12%

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City of Morgan Hill
Year to Date Expenses - Fiscal Year 2022-23
For the Month Ended May 31, 2023
92% of Year Complete

CURRENT

FUND MONTH PERCENT OF
NO. FUND/ACTIVITY ACTUAL AMENDED YTD OUTSTANDING TOTAL TOTAL TO PRIOR

EXPENSES BUDGET EXPENSES ENCUMBRANCE ALLOCATED BUDGET YTD 010 GENERAL FUND
I. ADMINISTRATION
CITY COUNCIL 14,206 $ 430,915 $ 359,303 $ - $ 359,303 $ 83% 291,501 $ CITY ATTORNEY 59,715 1,081,769 712,874 152,424 865,298 80% 639,119 CITY MANAGER 48,034 854,800 568,949 5,075 574,024 67% 557,166 HUMAN RESOURCES 64,900 847,361 734,182 - 734,182 87% 639,897

COUNCIL SVCS & RECORDS MGMT
Council Svcs & Records Mgmt 45,565 595,414 457,498 - 457,498 77% 521,335 Elections 2,244 357,836 217,152 - 217,152 61% 23,835
COUNCIL SVCS & RECORDS MGMT 47,809 953,250 674,650 674,650 - 71% 545,170 FINANCE 176,894 2,552,145 1,740,123 614,902 2,355,025 92% 1,422,518 TOTAL ADMINISTRATION 411,558 6,720,240 4,790,081 772,401 5,562,482 83% 4,095,372 II. COMMUNITY SERVICES
Membership Services & Rec. Programs 452,276 6,772,195 5,582,821 589,316 6,172,138 91% 4,699,695 Recreation Facility Rentals 41,491 546,870 431,705 10,945 442,650 81% 496,555 Innovative Transit 47,801 887,471 464,280 404,812 869,092 98% - Community Services 46,463 644,107 508,822 22,783 531,605 83% 459,227 Park Maintenance 83,802 1,495,918 1,051,869 46,156 1,098,025 73% 932,518 Environmental Services 17,363 390,733 212,343 - 212,343 54% 191,345 Countywide Solid Waste Program 30,445 392,096 329,304 - 329,304 84% 197,869 Street Maintenance 162,994 2,710,389 2,025,041 77,810 2,102,851 78% 2,096,202 Downtown Maintenance 12,766 325,886 155,067 6,047 161,114 49% 235,227 Cable Television 6,182 74,758 50,322 - 50,322 67% 39,526 COMMUNITY SERVICES 901,583 14,240,422 10,811,575 1,157,869 11,969,444 84% 9,348,165 CODE COMPLIANCE 15,724 319,550 181,666 - 181,666 57% 160,823 INFRASTRUCTURE PLANNING & CONGESTION MGMT 491,888 26,664 315,994 3,031 319,024 65% 296,186 ECONOMIC DEVELOPMENT PROGRAMS 59,368 1,207,348 685,945 45,989 731,935 61% 622,838 TOTAL COMMUNITY SERVICES 1,003,338 16,259,209 11,995,179 1,206,889 13,202,069 81% 10,428,012 III. PUBLIC SAFETY
POLICE
PD Administration 118,540 1,676,697 1,386,390 30,577 1,416,968 85% 1,518,920 Field Operations 796,972 10,629,971 8,871,973 23,419 8,895,391 84% 8,250,033 Support Services 215,610 3,389,174 2,475,406 13,799 2,489,205 73% 2,312,983 Emergency Services/Haz Mat 16,848 249,568 207,804 - 207,804 83% 176,448 Special Operations 372,851 3,900,732 3,549,500 - 3,549,500 91% 2,482,266 Dispatch Services 185,952 2,116,137 1,854,459 1,854,459 - 88% 1,635,005 POLICE 1,706,774 21,962,279 18,345,532 67,795 18,413,327 84% 16,375,654 FIRE 665,266 8,653,847 7,542,097 245,569 7,787,666 90% 6,726,997 TOTAL PUBLIC SAFETY 2,372,040 30,616,126 25,887,629 313,364 26,200,993 86% 23,102,651 IV. TRANSFERS
Other 107,276 4,647,315 4,540,039 4,540,039 - 98% 3,488,361 TOTAL TRANSFERS 107,276 4,647,315 4,540,039 4,540,039 - 98% 3,488,361 TOTAL GENERAL FUND 3,894,212 58,242,889 47,212,927 2,292,654 49,505,582 85% 41,114,396

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City of Morgan Hill
Year to Date Expenses - Fiscal Year 2022-23
For the Month Ended May 31, 2023
92% of Year Complete

CURRENT

FUND MONTH PERCENT OF
NO. FUND/ACTIVITY ACTUAL AMENDED YTD OUTSTANDING TOTAL TOTAL TO PRIOR

EXPENSES BUDGET EXPENSES ENCUMBRANCE ALLOCATED BUDGET YTD

SPECIAL REVENUE FUNDS
202 STREET MAINTENANCE 420 909,478 654,179 - 654,179 72% 328,238 205 PUBLIC SAFETY/SUPP.LAW 104 101,252 101,148 - 101,148 100% 106,644 206 DEVELOPMENT SERVICES FUND
Planning 126,326 1,772,972 1,444,371 649 1,445,020 82% 1,798,268 Building 201,536 2,452,139 2,007,787 72,039 2,079,826 85% 1,939,833 Engineering 184,757 1,907,855 1,625,654 167,028 1,792,683 94% 1,346,061 206 DEVELOPMENT SERVICES FUND 512,619 6,132,966 5,077,812 239,717 5,317,529 87% 5,084,162 207 LONG RANGE PLANNING 61,161 936,040 778,379 16,140 794,519 85% 604,095 215/216 CDBG 7 81 74 - 91% 74 5,038
225 ASSET SEIZURE 63 759 696 - 92% 696 14,232
229 LIGHTING AND LANDSCAPE 7,464 224,538 137,128 8,213 145,341 65% 131,390 230 COMMUNITY FACILITIES DISTRICT 5,119 39,852 29,893 - 29,893 75% 20,215 232 ENVIRONMENT PROGRAMS 29,872 525,533 425,679 6,800 432,479 82% 370,546 234 MOBILE HOME PARK 73 881 807 - 92% 807 407
236 HOUSING MITIGATION 59,240 1,900,261 748,061 93,461 841,522 44% 767,837 240 EMPLOYEE ASSISTANCE 77 20,919 10,036 - 10,036 48% 9,957 246 COUNTYWIDE SOLID WASTE PROGRAM 190,654 1,879,903 1,282,326 462,822 1,745,148 93% 825,942 255 HOUSING SUCCESSOR AGENCY 95,138 1,143,490 1,088,413 1,088,413 - 95% 969,568 260 PUBLIC ART 104 17,000 18,658 - 18,658 110% 4,743
TOTAL SPECIAL REVENUE FUNDS 962,114 13,832,953 10,353,289 827,152 11,180,441 81% 9,243,014

CAPITAL PROJECT FUNDS
301 PARK DEVELOPMENT 16,458 3,385,632 800,274 985,848 1,786,122 53% 6,352,666 302 PARK MAINTENANCE 58,438 664,980 601,772 - 601,772 90% 610,833 303 LOCAL DRAINAGE 39,991 11,167,922 877,113 991,324 1,868,437 17% 122,262 304 LOCAL DRAIN. NON-AB1600 87,988 279,113 127,399 21,575 148,974 53% 8,773 306 AGRICULTURE & OPEN SPACE PRESERVATIO 275,854 10,488 115,366 - 115,366 42% 5,488,281 308 STREET CIP 30,398 8,318,556 6,944,720 653,021 7,597,741 91% 3,102,090 309 TRAFFIC IMPACT 243,333 9,301,872 5,786,493 3,136,470 8,922,963 96% 9,105,957 315 PUBLIC SAFETY FACILITIES IMPACT 28,969 10,050,626 795,081 315,939 1,111,020 11% 391,395 346 PUBLIC FAC.NON AB1600 371 3,413,224 26,273 151,286 177,559 5% 144,451 347 PUBLIC FACILITIES IMPACT 2,429 279,154 26,724 - 26,724 10% 25,047 348 LIBRARY IMPACT 18,576 222,916 204,340 - 204,340 92% 200,277 350 UNDERGROUNDING 95 1,194,704 1,046 - 1,046 0% 1,045
355 SCHOOL PEDESTRIAN & TRAFFIC SAFETY 1,730 443,838 48,177 39,055 87,232 20% 1,227,403 360 COMM/REC CENTER IMPACT 33,121 2,326,276 762,008 730,523 1,492,531 64% 263,151 375 QUIMBY FEE 41,873 1,564,865 542,182 151,321 693,503 44% 132 TOTAL CAPITAL PROJECTS FUNDS 614,259 52,889,531 17,658,968 7,176,363 24,835,330 47% 27,043,762

DEBT SERVICE FUNDS
420 CIVIC CENTER DEBT 262 292,184 291,904 - 291,904 100% 297,193 441 POLICE FACILITY BOND DEBT 347 387,490 387,161 - 387,161 100% 388,884 TOTAL DEBT SERVICE FUNDS 609 679,674 679,065 679,065 - 100% 686,077

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Morgan Hill City CouncilJune 21, 2023

Morgan Hill City Council
June 21, 2023