Morgan Hill City Council
June 5, 2024

DocuSign Envelope ID: F14D4D16-76CD-4EFE-852C-81A3240516C7 SECTION 3. PURPOSE OF THE MOU
The purpose of this MOU is to establish a means of requiring:

Payment by the Parties for their share of the costs for implementation of the Program.

SECTION 4. EFFECTIVE DATE
This MOU shall be effective upon execution of this MOU by all Parties ("Effective Date").

SECTION 5. PAYMENTS UNDER TIDS MOU
For purposes of the Program, the County of Santa Clara is the Fiscal Agent and the City of Morgan Hill is the TAC Administrator and Contracting Agent, as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

The Parties agree to share costs for the services as described in Exhibit A of this MOU.

The County of Santa Clara will, within thirty (30) days of the Effective Date of this MOU, submit to the other Parties an invoice for the amounts due under the MOU. Each party will make their payment to the County of Santa Clara based on the invoice amount.

SECTION 6. RECORDS AND ACCOUNTS
The County of Santa Clara will keep complete and accurate financial records related to accomplishing the purposes of this MOU. Upon reasonable notice to the County of Santa Clara, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 7. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties' performance of their obligations under this MOU.

SECTION 8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:

Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

Due Execution: Each Party's representatives who sign this MOU are duly authorized to sign and bind their respective agency.
2

DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 SECTION 9. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise, and all such remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 10. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895 .6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, haimless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees , or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such Party under this MOU. No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this MOU. The obligations set forth in this paragraph will survive termination and expiration of this MOU.

SECTION 11. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 12. AMENDMENTS
This MOU may only be amended by a written instrument signed by the Parties.

SECTION 13. COUNTERPARTS
This MOU may be executed in counte.rparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 14. USE OF ELECTRONIC SIGNATURES
Unless otherwise prohibited by law, 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 3

DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 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 of Morgan Hill. For the purposes of this agreement, the approved methods of signing shall be via DocuSign or original ink signature signed in counterpart and scanned over to the CITY via electronic mail.

SECTION 15. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU.

SECTION 16. NO LEGAL RELATIONSIDP
By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 17. GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

IN WITNESS OF, the Parties have executed the MOU as of the last date set forth below:

DocuSlgned by:

C1 ffll!��g'rffno - City Manager
Date: 5/2/2023
Appro"Wf2l1<s>ffi4ft:>rm, Cupertino
Date: 5/1/2023
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• Ft,.BJ.Q�fFD9254E3 • City ot u11roy - City Manager
Date: 5/2/2023
1464 ...
5/1/2023
4

DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B 1 A3240516C7 City oft'os8�ttl5�··- City Manager
Date: 5/1/2023
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ll Town 01 LOS A1tos 1 s - T own M anager
Date: 5/1/2023
DocuSigned by:
08fWfflilJ�&s· - City Manager/ ltCf"'l�q
Date: 5/10/2023
City om�r�fi\4'Hill - City Manager
Date: 5/5/2023
City7M"d'Uf\lfilffl'l\/iew - City Manager
Date: 5/5/2023
1 1
B4f�cfrirftain View - Public Works Director
Date: 5/1/2023
City of San Jose -�r
Date: S/21p /202.3
Date: 5/7/2023
5 5/1/2023
Appro'9li1f6£ft139f&rtn, Los Altos Hills
Date: 5/19/2023
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Appro�
Date: 5/1/2023
Approv�l'I/Ififflrm, Morgan Hill
Date: 5/1/2023
App tffl'Ms<'ffi�hn, Mountain View
Date: 5/3/2023
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1ty o ountam 1ew - mancet
Administrative Services Director
Date: 5/2/2023
Approval as to form. San Jose
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. s pprova1 as rn ronn, an t a Cl ara (C't ) 1 y
Date: 5/22/2023

DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 DocuSigned by:
l,!11E613COA34f
F ... C' i:'.)Unnyva e - 1 ty M anager
Date: 5/2/2023
DocuSigned by:
��mrt.0e'lara - Director of Procurement
5/1/2023
:,.4e,o��7640FJ:.146,\. .. West va11ey �oud Waste Management Authority - President
Date: 5/1/2023
City of��l��8ft"6°
::: City Manager
Date: 5/5/2023
6 Approva1°
r�8t�1foNn, Sunnyvale
Date: 5/1/2023
ApproviJJ5�ffo0
f8hn, Santa Clara County
Date: 5/1/2023
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0 r61r&'itn, West Valley Solid
Waste Management Authority
Date: 5/8/2023
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M�------- A 81C299Fll\389p40E... pprova1 as to r01m, 1 C'ty o f p 1 a o o Alt Date: 5/11/2023

DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7

EXHIBIT A

COSTS AND SCOPE OF SERVICES
Proposed Jurisdiction Contributions for Base Program and Infrastructure - FY 23-24 Program Costs • .. --.-.-_ ...... .,.�; •r•_--_ .• .., .. -"'·-··· - .• ,� ,-·, ..• ,..,....-,,..�-·i":"J-:::-.)J.:-,,'.·' .,::.· · ,,..-�,.I: .,... ·..,,;. As:l_.1._.-_..,_ .,.... :11-u,·· .•.. • .. -,:-.,:, ... ,-,..r-- ,., .. li::<c ... ;•.-... -·-:-.... ,,,. __ .,-,� .J ·, • ,..t I.,.., Camp_bell
Cup_ertino
Gilro_y_
Los Altos
Los Altos Hills
Los Gatos
Mili>_itas
Monte Sereno
Morgan Hill
Mountain View
Palo Alto
San Jose
Santa Clara
Sarato_g_a
Sunnyvale
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Unincorporated sec I $
Totals I$
55,495 I$ 10,544 11
77,953 I$ 14,811 10
75,255 I$ 14,298 11
41,038 I$ 7,797 7
20,000 I$ 3,800 0
41,465 I$ 7,878 10
100,259 I$ 19,049 21
20,000 I$ 3,800 0
63,156 I$ 12,000 15
109,638 I$ 20,831 17
89,759 I$ 17,054 7
1,351,654 I $ 256,814 212
112,so4 I$ 32,776 40
41,085 I$ 7,806 2
202,111 I$ 26
113,337 13
402
49 601$ 7,980 I$ 2,564 I $
80 901$ 11,910 I$ 2,841 I $
48 591$ 1,s41 I$ 5,451 I $
34 411$ 5,453 I$ 2,344 I $
2 21$ 266 I$ 3,534 I $
45 551$ 1,315 I$ 563 I$
92 1131$ 15,029 I$ 4,020 I$
1 11$ 133 I$ 3,667 I$
43 581$ 7,714 I$ 4,286 I $
114 1311$ 11,423 I$ 3,408 I$
106 1131 $ 15,029 I$ 2,025 I$
787 999r$ 132,702 I$ 124,112 I $
162 2021$ 26,866 I$ 26,866 s,910 I$
26 281$ 3,724 I$ 3,724 I$ 4,082 I $
144 1701$ 22,610 I$ 22,610 I$ 16,758 I $
35 481$ 6,384 I$ 6,384 I$ 16,616 I$
1768 21701$ $ 288,445 r $ 203,182 ·1 $
2,564
2,841
6,451
2,344
3,534
563
4,020
3,667
4,286
3,408
2,025
124,112
5,910
4,082
16,758
16,616
203,182
West Valley Cities: FY 23-24 contrib�tions .fLind_ed by West VaJley Solid Waste Managem�nt Authori 19,152 $ 10,876 Note: Initial program pledge was based on program cost estimate before program establishment and experience with program scope of work.

E�h���;�·e-�t c:��·t�ib�tio�s mav b� r�d���d:·i;�t ��t th� Base P�ogram c��trib�ti��· .. : . . . . . · .. : "' . . • . . ... . .....
·contritiutio-ns ta· infrastructure Inhancem.ent�·hv each age.iicv·a·re subjeci: i:o ch·a -nge.pending tinal apprc>vals ·by each Agency.
-
-
.. ·-· -- ·· .. -

DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 EXHIBIT A:

SCOPE OF SERVICES
Base Program - Countywide Food Recovery Program Management From July 1, 2023 to June 30, 2024, Joint Venture Silicon Valley will run the Santa Clara County Food Recovery Program, serving as the food recovery program (Program) on behalf of all jurisdictions (Jurisdictions) of the Parties, and coordinating with any Pariy performing their own enforcement.

The Base Program

1. Will develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, "Short-Lived Climate Pollutants." The Program will operate within the Party's boundaries and replace the need for the Party to create such a program on its own.

2. Each year by March, the Program will conduct a review of new Tier I and Tier 2 Entities, to ensure that as businesses open in Santa Clara County, the appropriate regulated entities are added to the Tier 1 and Tier 2 lists. Closing businesses will be identified during the reporting process, and be eliminated from the lists.

3. Provide Parties with requirements for inclusion in the 'large event' list requested from each Party, as well as provide electronic materials for distribution for large event planners.

4. Shall provide Parties with the information and data necessary for the Parties to make their required reports to CalRecycle.

5. Shall retain records of inspections for each Party for a minimum of five (5) years.

6. Shall notify the Party promptly about any related issues that require the Party's assistance or to request the Party lead in resolving the issue(s) that arise related to non-compliance.

7. Shall fulfill the annual education requirement for the Parties and provide the data needed for the Parties to complete required CalRecycle reports.

8. Shall conduct generator and Food Recovery Organization/Services requests for reports, compile the results, and communicate those results to the jurisdictions for inclusion in the Implementation Record Data Summary, and to Santa Clara County for use in future Capacity Planning efforts.

9. Shall conduct inspections and monitoring in compliance with CalRecyc!e expectations for Tier One businesses, Tier Two entities and Organizations, and Food Recovery Organizations and Services.

10. The Program shall supply appropriate content for the web site, SCCFoodRecovery.org, as well as a list of Food Recovery Organizations and Services. The list will be annually updated and made accessible to Tier 1 and 2 Entities.
ii

DocuSign Envelope ID: f 1404016-76CD-4EFE-B52C-B 1 A3240516C7

11. The Program leadership shall represent the interests of the Program with other entities, Counties, and CalRecycle.

12. The Program leadership shall create reports about Program activities at the end of each fiscal year. These reports shall include monitoring statistics, details on overall compliance, compliance in certain sectors, total number of pounds of food recovered, and a summary of all enforcement actions taken.

13. Statistics about food recovery in Santa Clara County will be shared on the Office of Sustainability website as part of the Sustainability Master Plan Data Dashboard and the Annual Sustainability Report.

All Parties to this MOU will receive the Base Program services.

Infrastructure Enhancements Program
As shown in Exhibit A of this MOU, jurisdictions have chosen to contribute to the edible food recovery Infrastructure Enhancements Program which will direct additional food recovery resources to participating jurisdictions between July 1, 2023 and June 30, 2024. The Infrastructure Enhancements Program will include two subprograms, described as follows:
1) Small Capacity Grants. Grants will be issued to increase the food recovery capacity of food recovery organizations that serve contributing jurisdictions. Applications will be solicited, awards will be issued, and funds will be distributed. Joint Venture Silicon Valley will provide information for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Agency.
2) Food Waste Prevention Classes. A webinar/in-person series will be advertised for different sectors regulated under SB 1383 (e.g., restaurants, hospitals, schools, large events). The series will promote food waste prevention measures specific to each regulated sector, provide food recovery tips and best practices, and teach businesses and organizations how to comply with SB 1383 and local ordinances. The series will start with Tier 2, and then move into Tier 1 groups that answered 'zero pounds' in their reports, if funding allows. Joint Venture Silicon Valley will provide info1mation for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Party.
iii

DocuSign·
Certificate Of Completion
Envelope Id: F14D4D1676CD4EFEB52CB1A3240516C7 Status: Completed Subject: Complete with DocuSign: FRP _SharedCostAgrmt_MOU_removed West Valley Cities final_ 4sigsMV _5.1.23.pdf Source Envelope:

Document Pages: 9
Certificate Pages: 12
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 27
Initials: 0
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
,.

Record Tracking
-· --
Status: Original
5/1/2023 9:56:15 AM
Security Appliance Status: Connected
Storage Appliance Status: Connected
Signer Ev�nts
Andy Faber
[email protected]
City Attorney
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/4/2023 2:33:49 PM
ID: 019fde0b-2610-414b-b6c6-f1 cdbd3fbdb8
Ashwini Kantak
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/10/2023 10:15:19 AM
ID: 3d99ce9d-2d92-432f-bb5e-f3fae0bf276d
Caio Arellano
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/11/2023 6:02:19 AM
ID: b8fef4c7-5026-4 fad-93f9-5c1 501443e4c
Christina Turner
[email protected]
City Manager
City of Morgan Hill
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Holder: City Clerk's Office
[email protected]
Pool: StateLocal
Pool: City of Morgan Hill
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 68.121.158.241
lnDocuSignud by:
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Signature Adoption: Pre-selected Style
Using IP Address: 50.59.22.2
lr0oettS1gn�d by:
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Signature Adoption: Uploaded Signature Image
Using IP Address: 98.47.120.62
lfoocuSlgned by:
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Signature Adoption: Pre-selected Style
Using IP Address: 107.115.112.18
Envelope Originator:

City Clerk's Office
17575 Peak Ave
Morgan Hill, CA 95037
[email protected]
IP Address: 152.44.239.118
Location: DocuSign
Location: DocuSign
Timestamp
Sent: 5/1/2023 11 :08:40 AM
Viewed: 5/4/2023 2:33:49 PM
Signed: 5/4/2023 2:34:21 PM
Sent: 5/1/2023 11 :08:42 AM
Viewed: 5/10/2023 10:15:19 AM
Signed: 5/10/2023 10:15:43 AM
Sent: 5/1/2023 11 :08:53 AM
Resent: 5/1/2023 11 :55:46 AM
Viewed: 5/11/2023 6:02:19 AM
Signed: 5/11/2023 6:02:43 AM
Sent: 5/1/2023 11 :08:44 AM
Viewed: 5/5/2023 5:52:03 AM
Signed: 5/5/2023 5:53:50 AM

Signer Events
Accepted: 5/5/2023 5:52:03 AM
ID: de0d7e7d-5dcf-41 b1-a264-c221890ae38b
Christopher D. Jenson
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11:16:38 AM
ID: 1 b0621ee-947f-4d4e-9466-6edb 7d3f2f06
Dawn S Cameron
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 4:53:11 PM
ID: 3be33e4c-c54b-407a-a33e-Oc220c19193c
Derek Rampone
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11:21:57 AM
ID: a0de42d3-bc19-4af4-91ff-d09e62fa3f69
Diana Fazely
diana [email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/3/2023 2:22:56 PM
ID: 274e1052-6eb2-41dc-abdb-7e1 a7fc9dc69
Donald Larkin
donald.larkin@morganhill .ca .gov
City Attorney/Risk Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11 :15:41 AM
ID: 9330dec4-8ed0-4b73-b974-f34f502102bc
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 136.24.22.194
Signature Adoption: Pre-selected Style
Using IP Address: 38.99.34.33
1/0ocuSlgnod �-- by;
Signature Adoption: Drawn on Device
Using IP Address: 38.99.34.33
Signature Adoption: Pre-selected Style
Using IP Address: 73.189.195.168
Signature Adoption: Pre-selected Style
Using IP Address: 71.93.229.68
Timestamp
Sent: 5/1/2023 11 :08:39 AM
Viewed: 5/1/2023 11 :16:38 AM
Signed: 5/1/2023 11 :17:56 AM
Sent: 5/1/2023 11 :08:43 AM
Viewed: 5/1/2023 4:53:11 PM
Signed: 5/1/2023 4:55:46 PM
Sent: 5/1/2023 11 :08 :43 AM
Viewed: 5/1/2023 11 :21 :57 AM
Signed: 5/2/2023 3:28:25 PM
Sent: 5/3/2023 1 :48:51 PM
Viewed: 5/3/2023 2:22:56 PM
Signed: 5/3/2023 2:23:07 PM
Sent: 5/1/2023 11 :08:50 AM
Viewed: 5/1/2023 11:15:41 AM
Signed: 5/1/2023 11:16:52AM

Signer Events
Ed Shikada
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/3/2023 11 :01 :32 AM
ID: 9d7491c6-779e-4f4b-b273-c1976a41 b3f0
Gabriel Engeland
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 8:37:12 PM
ID: 230984e0-2f4e-4f90-b622-22a859fa831 d
Jimmy Forbis
[email protected]
City Administrator
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/2/2023 10:43:36 PM
ID: 079f1 c50-59b3-4ecc-83b 7-32815a 1f536d
Jolie Houston
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11 :54:20 AM
ID: 042df2e9-3f1d-457d-ae19-cc9eed44d0e1
Jovan D. Grogan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/5/2023 7:45:07 AM
ID: 5e9934b0-786a-4665-8462-3e1 f503a84ca
Kent Steffens
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Signature
�
OocuSlgned by:

El.�
F20CA19CCC004F9 ...

Signature Adoption: Pre-selected Style
Using IP Address: 199.33.32.254
���·�J 1221E448CC844F8 ...

Signature Adoption: Pre-selected Style
Using IP Address: 98.248.50.11
Ii DocuSlgnod by:
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Signature Adoption: Pre-selected Style
Using IP Address: 71.93.228.96
I-DocuSlgned by:
�0831E7C58841464 ...

Signature Adoption: Pre-selected Style
Using IP Address: 68.121.158.241
1 aocuS1gned by: aeSignature Adoption: Drawn on Device Using IP Address: 172.58.88.157
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 198.94.221.66
Timestamp
Sent: 5/1/2023 11 :08:53 AM
Viewed: 5/3/2023 11 :01 :32 AM
Signed: 5/5/2023 9:56:54 AM
Sent: 5/1/2023 11 :08:42 AM
Viewed: 5/1/2023 8:37:12 PM
Signed: 5/1/2023 8:37:25 PM
Sent: 5/1/2023 11 :08:41 AM
Viewed: 5/2/2023 10:43:36 PM
Signed: 5/2/2023 10:43:53 PM
Sent: 5/1/2023 11 :08:45 AM
Viewed: 5/1/2023 11 :54:20 AM
Signed: 5/1/2023 11:54:44 AM
Sent: 5/1/2023 11 :08:49 AM
Viewed: 5/5/2023 7:45:07 AM
Signed: 517/2023 11 :56:55 AM
Sent: 5/1/2023 11 :08:48 AM
Viewed: 5/2/2023 8:36:02 PM
Signed: 5/2/2023 9:33:31 PM

Signer Events
Accepted: 5/2/2023 8:36:02 PM
ID: 40f98182-e26c-41 ee-b04a-2bf2d2e405ed
Kimbra McCarthy
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/5/2023 7:14:02 AM
ID: 9e3ea2b 7-42c9-42a5-b420-67899d0a5625
Kirsten Powell
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/8/2023 8:30:54 AM
ID: 39ea5193-a 104-46d7-be4b-b83b88d7cd9b
Luis M. Haro
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 1 :21 :38 PM
ID: 5cfd82b9-2c82-46c5-a7 42-65b978ec14 75
Matthew Hada
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11 :35:37 AM
ID: 404a699c-fd90-4e90-b4ad-ffa503a42a9d
Michael Mutalipassi
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 3:19:26 PM
ID: cc4c3433-1741-4297-a0fe-33791 Oc7d908
Signature
lv0ocuS1gned by:

L:::.�:�
Signature Adoption: Pre-selected Style
Using IP Address: 104.9.124.184
Signed using mobile
[?�;:··;�will
OOF15EOE7124484 ...

Signature Adoption: Pre-selected Style
Using IP Address: 73.63.184.160
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 38.99.114.1
Signature Adoption: Pre-selected Style
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President
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Payment Events Status Timestamps .Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 5/29/2020 4:52:24 PM Parties agreed to: Andy Faber, Ashwini Kantak, Caio Arellano, Christina Turner, Christopher D. Jenson, Dawn S Cameron, Derek Rampone, Diana Fazely, Donald La

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From: Christina Turner
To: Michelle Bigelow
Subject: Wednesday, June 5, 2024 City Council Meeting Questions Supplement for Item 3 - APPROVE MEMORANDUM OF UNDERSTANDING FOR PARTICIPATION IN

THE COUNTYWIDE FOOD RECOVERY PROGRAM
Date: Tuesday, June 4, 2024
Staff Report: California sends 11.2 billion pounds of food to landfills annually, some of which is still fresh enough to have been recovered to feed people in need, while 9.2 million Californians experienced food insecurity in 2020.

Question: How is this data generated, what organizations are involved to capture is information? If this supposed food goes into landfills, how is this tracked prior to going into the landfill? What expert organization is involved in gathering this information? Response: This stat which is highlighted by CalRecyle on their SB 1383 website was generated as part of the 2014 Disposal-Facility-Based Characterization of Solid Waste in California and is located in the data table on page 34 of the report. CalRecycle completes annual Waste Characterization Studies which determine approximately how much paper, glass, food waste, etc. is discarded in the waste stream. The 2014 waste characterization was produced under contract with Cascadia Consulting Group. The study estimates the quantity and composition of the commercial, residential, and self-hauled waste streams in California and aggregates this data to estimate the overall State composition. The data was collected via a random sampling to develop a waste composition profile, based on information gathered from 754 waste samples that the consultant's field crew sorted at 26 solid waste facilities (landfills and transfer stations) during four seasons. Please view the report for a detailed overview of methodology used to gather and analyze the data.

Staff Report: The following types of businesses are edible food generators which are covered by SB 1383 and therefore required to arrange for food recovery: wholesale food vendors; food service providers and distributors; grocery stores over 10,000 square feet; supermarkets; restaurants over 5,000 square feet; hotels with 200 or more rooms and on-site food facilities; local education agencies with on-site food facilities; large venues/events; and health facilities with at least 100 beds and on-site food facilities.

Question: Do the establishments outlined in this SB 1383 get reimbursed for the cost of these additional mandates?
Response: These establishments do not get reimbursed for the cost of complying with the SB 1383 food recovery mandate. In recognition of the challenges associated with SB 1383 compliance, the countywide Food Recovery Program includes enhancement opportunities such as Reverse Donation Logistics, a Food Hub Operating Plan, Technical Assistance Partnerships for businesses,

and more. These programs are intended to make the program as efficient, convenient, and cost effective as possible for those required to participate.

Question: How many restaurants in Morgan Hill fall into the category of “over 5,000 square feet?” Response: There are currently 22 restaurants on the list of businesses required to comply with the SB 1383 edible food recovery mandate. Based on an evaluation of available data, these restaurants meet the compliance criteria of having either 5,000 sq ft or 250+ seats.

Question: Have food businesses in Morgan Hill been notified by either the City or the County? Response: Education and outreach to businesses has been ongoing since 2022 and is completed through the countywide Edible Food Recovery Program which is managed by JVSV.

Question: If a restaurant is open for breakfast, lunch, and dinner, are they required to store food from breakfast to be donated to a food bank at the close of day or next day? Response: Restaurants are required to recover the "maximum amount of edible food that would otherwise be disposed of." If a restaurant has surplus food from breakfast that would otherwise be disposed of, they must work with a food recovery organization to recover that food. When that food is picked up is a conversation between the food recovery organization and the restaurant. If the restaurant does not have room to store the food then they may need to find an organization that can pick up more frequently. The Food Recovery Program recently hosted a series of food waste prevention-focused webinars, including one for restaurants, detailing strategies to minimize surplus food.

Question: Do restaurants have discretion to determine if certain prepared foods might be a health risk beyond a certain time period?
Response: Restaurants are required to recover the "maximum amount of edible food that would otherwise be disposed of" and must follow CalCode and local food safety regulations for food donations, the same as they do for food sold to customers.

Question: The current criteria for SB 1383 is for restaurants over 5,000 square feet. Does that pertain to the building footprint only or does outdoor dining space also have to be factored in? Response: SB 1383 regulates restaurants that are larger than 5,000 square feet and/or have 250+ seats. Square footage of a restaurant is determined by the lease agreement which identifies indoor square footage. This is a methodology consistent with current CalRecycle guidance.

Staff Report: This countywide program conducts the necessary tasks for SB 1383 compliance including outreach to covered edible food generators, inspections and program monitoring, connecting businesses with food recovery organizations, and gathering the required data for reporting back to CalRecycle.

Question: What are the food recovery organizations associated with SB 1383? Are there sufficient food banks within South County to receive and properly store the large amount of food that may be coming their way? If not, what are local restaurants to do? Response: Currently there are 16 Food Recovery Organizations operating in Santa Clara County and seeking new food recovery partnerships. Of these, 10 provide services in the City of Morgan Hill including Chefs to End Hunger, Copia, FoodRecovery.Org, Hunger at Home, Loaves & Fishes Family Kitchen, Martha's Kitchen, Peninsula Food Runners Organization, Replate, San Jose Conservation Corps, and Second Harvest of Silicon Valley. The countywide program has a Food Recovery Organization Matching Tool on the website to help food generators and food recovery organizations connect.

Capacity planning assessments required by SB 1383 have determined that there is sufficient capacity countywide to recover all surplus edible food required to be recovered under SB 1383. The countywide Food Recovery Program will consider capacity enhancement projects, as needed, should future capacity planning assessments identify a need.

Staff Report: In FY 2023/24, an MOU among Local Public Agencies in Santa Clara County for Food Recovery Program Costs was developed to fund the cost of a countywide food recovery program to satisfy SB 1383 requirements for a period of one year through jurisdictional contributions.

Question: There is no long-term funding going forward?
Response: Correct. So far, the program has been funded through countywide solid waste planning fee funds, and through SB 1383 Local Assistance Program (LAP) grant funds through 2025/26.

Staff Report: Currently, ongoing community engagement on the countywide Food Recovery Program is completed by JVSV who manages the program. JVSV completes education and outreach to local businesses on behalf of all participating jurisdictions to engage on food recovery requirements under SB 1383, and provides support tools including websites, webinars, peer-topeer learning opportunities, small infrastructure grants, etc.

Question: I’ve polled several food businesses, and none have had JVSV contact them.

Response: JVSV tracks their engagement with regulated entities. On average, they have contacted each business that needs to comply in Morgan Hill more than 12 times by phone, email, or mail. It is possible that the food businesses that were polled are not required to comply, which is why they did not hear from JVSV (e.g. they are not a restaurant over 5,000 sf, a grocery store over 10,000 sf, a hotel with more than 200 rooms, etc.). It is also possible that the contact at the business that was polled is not the person working on the business’s edible food recovery program. JVSV maintains a single point of contact at each business and that person may or may not loop in others. In recognition that some businesses have a lot of turnover, JVSV sends out mailers addressed to the

businesses each year to ensure that someone always receives notice of the program requirements, no matter the turnover rate.

Staff Report: Because there is not currently a viable alternative to the established countywide program, this would result in noncompliance with the requirements of SB 1383 while the City evaluates alternative approaches.

Question: What does noncompliance mean?
Response: SB 1383 gives specific dates for agencies to comply with various parts of the law. For the Edible Food Recovery Program, the law requires cities to monitor food generator compliance with SB 1383 requirements through ongoing inspection of contracts and donation records.

Businesses are required to keep a record of pounds of food donated, donation frequency, and types of food donated. The City is also required to enforce when there is noncompliance.

Should CalRecycle find in an audit that an Agency has failed to comply with SB 1383 as required under the law, then CalRecycle may enforce by issuing a Notice of Violation, a Corrective Action Plan, and/or penalties administratively as follows:
(1) A “Minor” violation means a violation involving minimal deviation from the standards of the Order, where the entity failed to implement some aspects of a requirement but has otherwise not deviated from the requirement. The penalties for this type of violation shall be no less than five hundred dollars ($500) per violation and no more than four thousand dollars ($4,000) per violation per day.
(2) A “Moderate” violation means a violation involving moderate deviation from the standards in this chapter. A violation which is not a minor violation or a major violation shall be a moderate violation. The penalties for this type of violation shall be no less than four thousand dollars ($4,000) per violation and shall be no more than seven thousand five hundred dollars ($7,500) per violation per day.
(3) A “Major” violation means a violation that is a substantial deviation from the standards in this chapter that may also be knowing, willful or intentional or a chronic violation by a recalcitrant violator as evidenced by a pattern or practice of noncompliance. The penalties for this type of violation shall be no less than seven thousand five hundred dollars ($7,500) per violation per day and no more than ten thousand dollars ($10,000) per violation per day.

A major violation shall always be deemed to include the following types of violations:
(A) A jurisdiction fails to have any ordinance or similarly enforceable mechanism for organic waste disposal reduction and edible food recovery.
(B) A jurisdiction fails to have a provision in a contract, agreement, or other authorization that requires a hauler to comply with the requirements.
(C) A jurisdiction fails to have an edible food recovery program. (D) A jurisdiction fails to have any Implementation Record.

(E) A jurisdiction implements or enforces an ordinance, policy, procedure, 10 condition, or initiative that is prohibited under Sections 18990.1 or 18990.2. (F) A jurisdiction fails to submit the reports required in Sections 18994.1 and 18994.2.

Staff Report: FISCAL AND RESOURCE IMPACT: CITY PARTICIPATION IN THE COUNTYWIDE FOOD

RECOVERY PROGRAM
The long-term Food Recovery Program MOU will become effective starting July 1, 2024. In FY 2024/25 and FY 2025/26 the Food Recovery Program costs will be $14,013 and $16,801, respectively. These costs will be fully covered by funds from Round 4 of the SB 1383 LAP Grant. The proposed City budget for FY 2024/25 and FY 2025/26 includes revenues and expenses for SB 1383 compliance and program implementation, including the Food Recovery Program.

Question: What is the estimated cost to the establishments affected by SB 1383. Given that a new law went into effect relative to minimum wages, an added costs to many establishments, now SB 1383 is asking establishments to administer these food recovery programs which will surely add costs to the bottom line of these establishments, how are we to determine viability? Response: ESD staff have not seen a report nor heard of a report that currently presents information on estimated costs to the establishments affected by SB 1383, possibly because the program is relatively new. The Project Manager of the Santa Clara County Edible Food Recovery Program verified that JVSV is also unaware of a study or report with this information. ESD staff will stay apprised of information that may be released in the future regarding SB 1383 compliance costs to businesses.

The jurisdictions that participate in the Edible Food Recovery Program, including the City of Morgan Hill, have recognized the need to support local businesses and food recovery organizations as they find an SB 1383 compliance path. The Food Recovery Program participating agencies have funded projects including: the Small Capacity Grant Program that supports small infrastructure purchases for food recovery organizations to increase capacity and efficiency; Food Waste Prevention Webinars to enable peer-to-peer learning on compliance strategies in different business sectors including the basics, food safety, tips, and best practices; and the Surplus to Go Program that uses an app to connect people who need food with restaurants and health care facilities offering surplus food. Upcoming programs include a plan for establishment of a Food Hub to increase the convenience of food recovery operations for participating businesses and increase eligibility for additional grant funding, analyzing opportunities for businesses to save costs by taking advantage of backhauling opportunities (reverse logistics), and also Technical Assistance Partnerships to enable businesses to understand and take advantage of tax benefits related to food donation.

While there is not currently information to address costs of SB 1383 compliance to businesses, the staff report does evaluate fiscal and resource impacts to the City in its mandated role to establish and enforce the program. The costs for the next two years were estimated based on the number of regulated food generators in our jurisdiction, and the effort required to oversee and regulate that number of food generators.

Staff Report: While it is anticipated that current staff funded through the existing CSWS program can absorb the work required to administer the MOU, the long term Food Recovery Program MOU provides an opportunity for the City to request funding for additional resources during the annual budget and work plan process if oversite of the MOU ends up taking more time to manage than expected and if additional City resources are needed.

Question: With our current budget being extremely tight and staff resources for this program are little to none, taking on this additional workload at a time when there’s so much uncertainty is very risky and not a prudent thing to do given the unknowns cited including not knowing how these additional costs will affect our current businesses who are struggling with the current economy.

Response: No City General Fund resources will be spent on this program. The Countywide Solid Waste Services (CSWS) Program is fully funded by countywide solid waste planning fee funds generated by waste dropped off at the landfill. In evaluating the work associated with overseeing the long-term MOU contract and based on experience overseeing the current one-year Food Recovery Program MOU, the City anticipates that oversite of the long-term MOU can be absorbed by existing CSWS staff. In the event that additional resources are needed to oversee the long-term MOU, the City can request additional funds. In no case is it anticipated that the City would incur additional unfunded expenses by taking on oversite of the long-term MOU.

4 CITY COUNCIL STAFF REPORT
MEETING DATE: June 5, 2024
PREPARED BY:

Tanya Carothers, Environmental Services Administrator
APPROVED BY: City Manager
APPROVE SECOND AMENDMENT TO THE FISCAL YEAR (FY) 2023/24

COUNTYWIDE SOLID WASTE SERVICES FOOD RECOVERY PROGRAM AND THE NEW FY 2024/25 CONTRACT WITH JOINT VENTURE SILICON VALLEY

RECOMMENDATION(S)

1. Approve the second amendment to the FY 2023/24 Joint Venture Silicon Valley consultant agreement to extend the effective date of services from July 4, 2023, until June 30, 2025;

2. Approve a new consultant agreement with Joint Venture Silicon Valley for FY 2024/25 Edible Food Recovery Program services in the amount of $636,563; and

3. Authorize the City Manager to execute and administer the second amendment to the 2023/24 consultant agreement and the new 2024/25 consultant agreement with Joint Venture Silicon Valley.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment
REPORT NARRATIVE:

The purpose of this report is to provide the City Council with an opportunity to approve a second amendment to the City's consultant agreement with Joint Venture Silicon Valley (JVSV) for the administration and implementation of the FY 2023/24 Santa Clara County Food Recovery Program (Attachment 1), and also to approve a new consultant agreement with JVSV for the administration and implementation of the FY 2024/25 Santa Clara County Food Recovery Program (Attachment 2).

Background
In July 2021, City of Morgan Hill staff began providing Technical Advisory Committee (TAC) Administrator and Contracting Agent roles for administering the work of the Countywide Solid Waste Services (CSWS) Program. The County has retained the third role of Fiscal Agent for these programs and is the entity authorized and responsible for collecting County solid waste fees as well as managing and reporting to the State on various Countywide solid waste planning efforts. One of the largest contracts the City administers is for the Santa Clara County Food Recovery Program (Food Recovery Program) which is required under State of California law (SB 1383). The Food Recovery

4 Program focuses on the collection of food from specified food-generating businesses and redistribution of that food to feed people in need.

Proposed Second Amendment to the Current 2023/24 Food Recovery Program Agreement
The current FY 2023/24 contract with JVSV for implementation of the Food Recovery Program covers base operations to reach minimum compliance with SB 1383 compliance requirements for food recovery programs, as well as program enhancements to support Small Capacity Grants and Food Waste Prevention Classes, and a TAC-funded project that utilizes an App to increase food recovery capacity. Due to program complexities, the TAC-funded App project was delayed and requires additional time to complete. Therefore, the second amendment to the current 2023/24 Food Recovery Program Agreement will extend the contract timeline to cover services from July 4, 2023, until June 30, 2025.

New 2024/25 Food Recovery Program Agreement
The new FY 2024/25 contract with JVSV for implementation of the Food Recovery Program covers base operations to reach minimum compliance with SB 1383 compliance requirements for food recovery programs, as well as program enhancements to support Technical Assistance Partnerships, School Campus Food Recovery, and Donations Reverse Logistics. The agreement also includes a TACfunded project to implement a Recovered Food Hub Operating Plan.

COMMUNITY ENGAGEMENT:

Not Applicable.

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

ALTERNATIVE ACTIONS:

The City Council could decline approval of the second amendment to the 2023/24 JVSV contract for services related to the Food Recovery Program, and could decline approval of the new JVSV contract for 2024/25 Food Recovery Program services. In this scenario, the City would be unable to administer the Food Recovery Program which is work that participating jurisdictions have asked that the City implement in their role as the CSWS Contracting Agent and Administrator.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:
2nd Amendment to the 2023/24 JVSV Food Recovery Program Agreement Per Ordinance 2321, purchases up to $300,000 can be made under the City Manager's purchasing authority if they were made exclusively with Countywide funds for the administration of the CSWS Program. Therefore, the City Council did not take action on the original 2023/24 JVSV agreement because the amount of the original agreement was $288,445 and was approved via City Manager authority on July 4, 2023. The First

4 Amendment to the Agreement went to Council on August 23, 2023 because it added program elements to the contract which totaled $203,182 and brought the contract amount up to $591,627, which exceeded the $300,000 limit of approval under the City Manager's purchasing authority.

New 2024/25 JVSV Food Recovery Program Agreement
The City Council has not taken prior action on this agreement.

FISCAL AND RESOURCE IMPACT:
2nd Amendment to the 2023/24 JVSV Food Recovery Program Agreement The 2nd Amendment to the 2023/24 JVSV Food Recovery Program contract does not propose any changes to the current budget, it only proposes a time extension to complete the scope of services. The contract amount will remain at $591,627 and will not affect the City budget.

New 2024/25 JVSV Food Recovery Program Agreement
The new 2024/25 JVSV consultant agreement for implementation of the Food Recovery Program was approved by the Recycling and Waste Reduction Commission (RWRC) as a funded project using a combination of jurisdiction contributions and County solid waste planning fees in the FY 2024/25 budget. There is currently $1,755,816 proposed in Fund 246 for FY 2024/25 CSWS contracts, including the Food Recovery Program.

The proposed expense is completely offset by revenue. As Fiscal Agent, the County is the entity authorized and responsible for collecting County solid waste fees as well as revenues from other sources (e.g. grant funds, jurisdiction contributions, etc.). The City sends a Fund Transfer Request quarterly to the County to cover costs related to the City’s role as TAC Administrator and Contracting Agent as well as all contract costs.

The City’s Fund Transfer Requests will include the costs associated with the new JVSV contract and there will be no net impact on the General Fund. Because of the Fund Transfer Requests, in no case would Fund 246 go into a negative balance. However, there is a possibility that Fund 246 will have a positive balance at the end of the year if some of the planned contract expenditures come in under budget. Any balance in Fund 246 at the end of the year would be available for future expenditures on the countywide solid waste programs.

CEQA (California Environmental Quality Act):

Not a Project.

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

1 SECOND AMENDMENT TO AGREEMENT

JOINT VENTURE SILICON VALLEY
This SECOND AMENDMENT TO AGREEMENT is entered into and becomes effective on _May 4, 2024_ (Effective Date), by THE CITY OF MORGAN HILL, a municipal corporation, in its capacity as contracting agent on behalf of the County of Santa Clara Recycling and Waste Reduction Commission ("CITY") and JOINT VENTURE SILICON VALLEY, a California nonprofit corporation ("CONSULTANT"), hereinafter referred to collectively as the “Parties".

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

1. This Second Amendment to Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on _______________, 2024.

2. The CITY and CONSULTANT entered into that “Consultant Agreement” made as of July 4, 2023, for consultant services for a maximum compensation of Two Hundred Eighty-Eight Thousand Four Hundred Forty-Five dollars ($288,445.00) (“CONSULTANT AGREEMENT”). The CONSULTANT AGREEMENT was entered into pursuant to the authority of the City Manager pursuant to Chapter 3.04 of the Morgan Hill Municipal Code.

3. The CITY and CONSULTANT entered into a “First Amendment to Agreement” made as of August 27, 2023, under which the maximum compensation under the CONSULTANT AGREEMENT, as amended, was increased to Five Hundred Ninety-One Thousand Six Hundred Twenty-Seven dollars ($591,627.00), and the Santa Clara County Food Recovery “Enhancements” Program and Surplus to Go App added to the Scope of Services, and the Schedule of Compensation and Schedule of Performance revised accordingly. The CONSULTANT AGREEMENT and the First Amendment thereto are attached as Exhibit “1” to this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Amendments: All terms and conditions of the CONSULTANT AGREEMENT, as amended, as attached as Exhibit "1,” shall remain in full force and effect; except that the following amendments shall be made as set forth below:

A. Paragraph 2 shall be amended and replaced in its entirety by the following:
"2. Term of Agreement. This Agreement shall be effective and cover services rendered from July 4, 2023, until June 30, 2025."
B. The Revised Exhibit A dated August 24, 2024, in the “First Amendment to Agreement” is hereby amended and updated to the correct effective date of August 24, 2023.

C. Exhibit C—Schedule of Performance of CONSULTANT AGREEMENT is hereby amended to conform to the new end date of the Agreement of June 30, 2025. //
//

2 2. 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.

3. Conflicts. In the event of a conflict between the terms and provisions of this Second Amendment to Agreement and the terms and provisions of the CONSULTANT AGREEMENT or any earlier amendment, the terms of this Second Amendment to Agreement shall govern and control.

TWO SIGNATURES ARE REQUIRED FOR CORPORATIONS:
(1) CHAIRPERSON OF THE BOARD, PRESIDENT, OR VICE PRESIDENT; AND (2) SECRETARY, ASSISTANT SECRETARY, CHIEF FINANCIAL OFFICER, OR ASSISTANT TREASURER.

ATTEST: CITY OF MORGAN HILL
Michelle Bigelow, City Clerk Christina Turner, City Manager Date: Date:

APPROVED AS TO FORM: JOINT VENTURE SILICON VALLEY
By:

Donald Larkin, City Attorney By:

Date: Title:

Date:

Print Name and Title of Signer.

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

Title:

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer, or
Assistant Treasurer
Russell Hancock, President & CEO

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9D F9-50FDFBC7E802

FIRST AMENDMENT TO AGREEMENT

JOINT VENTURE SILICON VALLEY
This FIRST AMENDMENT TO AGREEMENT is entered into and becomes effective on 8/2712023 (Effective Date), by THE CITY OF MORGAN HILL, a municipal corporation, in its capacity as contracting agent on behalf of the County of Santa Clara Recycling and Waste Reduction Commission Implementation Committee ("CITY") and JOINT VENTURE SILICON VALLEY, a California nonprofit corporation ("CONSUL TANT"), hereinafter referred to collectively as the "Parties".

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

1. This First Amendment to Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on August , ----2.3.._, 20..n_.

2. The CITY and CONSULTANT entered into that "Consultant Agreement" made as of July 4, 2023, for consultant services for a maximum compensation of Two Hundred Eighty-Eight Thousand Four Hundred Forty-Five Dollars ($288,445.00) ("CONSULTANT AGREEMENT"). The CONSUL TANT AGREEMENT is attached as Exhibit "1" to this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Amendments: All terms and conditions of the CONSULTANT AGREEMENT, as amended, as attached as Exhibit "1," shall remain in full force and effect; except that the following amendments shall be made as set forth below:

A. Paragraph 3 shall be amended by adding the following:
"The services to be performed by CONSUL TANT shall consist of the following additional services set forth in Revised Exhibit 'A' dated August 24, 2023:

Santa Clara County Food Recovery 'Enhancements' Program and Surplus to Go: App based Method to Increase Food Recovery Capacity."
B. Paragraph 4.1 shall be amended and replaced in its entirety by the following:. "4.1. Amount. Compensation under this Agreement shall not exceed FIVE HUNDRED NINETY-ONE THOUSAND SIX HUNDRED TWENTY-SEVEN DOLLARS ($591,627.00) and shall be billed based on the rate and basis set forth in Revised Exhibit B dated August 24, 2023. 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 CONSUL TANT, 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 term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council."
C. Paragraph 6 shall be amended and replaced in its entirety by the following:
1 EXHIBIT 1

DocuSign Envelope ID: 9386FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 Ill
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"6. Performance of Work. CONSUL TANT represents that it is qualified by virtue of experience, training, education, and expertise to accomplish these services. Services shall be performed by the CONSUL TANT in accordance with professional practices in a manner consistent with a level of care, competence and skill exercised by qualified members of the CONSUL TANT's profession. By delivery of completed work, CONSUL TANT certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. CONSUL TANT shall perform all work and services under this Agreement in conformance with the time schedule set forth on Exhibit C and Revised Exhibit C, 'Schedule of Performance,' attached hereto and incorporated herein by this reference. CITY's City manager is authorized on behalf of CITY to modify the timeframes set forth on the Schedule of Performance within the term of this Agreement. If CONSUL TANT desires to leave or store any of CONSUL TANT's equipment at a CITY site while CONSUL TANT is performing work or service pursuant to this Agreement, CONSUL TANT will first obtain the consent of CITY's City manager, or his/her delegate, to do so, and any such storage shall occur only in the manner and location allowed by such CITY official and entirely at CONSUL TANT's sole risk." [Signatures on the Next Page]
2

DocuSign Envelope ID: 9386FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802

2. Conflicts. In the event of a conflict between the terms and provisions of this First Amendment to Agreement and the terms and provisions of the CONSUL TANT AGREEMENT, the terms of this First Amendment to Agreement shall govern and control.

TWO SIGNATURES ARE REQUIRED FOR CORPORATIONS:
(1) CHAIRPERSON OF THE BOARD, PRESIDENT, OR VICE PRESIDENT; AND (2) SECRETARY, ASSISTANT SECRETARY, CHIEF FINANCIAL OFFICER, OR ASSISTANT TREASURER.
� hetlec.Bfgemw, City Clerk
Date: 8/28/2023
APPROVED AS TO FORM:

Donald Larkin, City Attorney
DocuSigned by:

By: tJlML! lM'.i:iVv 45E6F0273EA2464 ...

Date: 8/24/2023
3 CITY OF MORGAN HILL
�titflaAir5ll.lmer, City Manager
Date: 8/27/2023

JOINT VENTURE SILICON VALLEY
,� �
By:

Title: Russell Hancock, President & CEO
Date:

By:

Title:

Date:

Print Name and Title of Signer.

If Corporate: Chairman, President,
or Vice President
08/15/2023
A� Ra�ef Operating Officer
Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer, or
Assistant Treasurer
8/16/2023

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802

REVISED EXHIBIT A
DA TED AUGUST 24, 2024
Scope of Services
TO BE ADDED TO THE EXISTING SCOPE OF SERVICES:

1. Santa Clara County Food Recovery "Enhancements" Program

2. Surplus to Go: App-based Method to Increase Food Recovery Capacity

1. Santa Clara County Food Recovery "Enhancements" Program Services:

Capacity Enhancements: Small Grant Program
Joint Venture will create a small grant program to fund existing food recovery programs in Santa Clara County. The grant program will focus mainly on infrastructure needs identified in the Capacity Assessment Survey: seven organizations reported the need for additional refrigeration, three for freezers, and six for dry storage. Additionally, we will open the application program to distribution sites, knowing that food isn't truly 'recovered 'until it is safely provided to the end recipient.

Capacity Enhancements: Food Waste Prevention Education
Joint Venture will promote and deliver a webinar/in-person education session series for different sectors regulated under SB 1383 (e.g. restaurants, hospitals, schools, large events). The series will promote food waste prevention measures specific to each regulated sector; provide food recovery tips and best practices; and teach businesses and organizations how to comply with SB 1383 and local ordinances. Education for generators about current FRO safety practices will be included.

Services:

A. Develop localized application process and create a timeline for promoting the grant program, administering the application process, and awarding of funds.

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 B. Solicit applications from FRO/FRS and distribution sites in Santa Clara County.

C. Evaluate applications, and distribute awards.

D. Report on funding distribution at TAC.

E. Promote and design 6 webinar/in-person sessions over the course of the fiscal year, targeted towards specific sectors of the food industry.

F. Conduct at least 6 webinars or in-person sessions.

G. Solicit feedback from participants about the education sessions, both immediately after the session and 2 months later, regarding effectiveness of training.

H. Report back on effectiveness of the program to TAC/IC, and share information with contributing jurisdictions for inclusion in CalRecycle reporting.

2. Surplus to Go: App-based Method to Increase Food Recovery Capacity
Use emerging technologies and services to develop a system to distribute surplus food directly from Tier Two businesses and organizations to clients in need free of charge. This will likely be coordinated through an existing mobile technology solution that could bring food assistance clients to restaurants/healthcare facilities for surplus food. The mobile technology company will partner with food recovery organizations who can record the pounds, as they send their clients directly to businesses to pick up the food.

Services:
2 A. Partner with an existing technology company to customize and leverage their technology for use in the program.

B. Partner with Food Recovery Organizations and possibly the Santa Clara County Public Health Department to register clients for the program.

C. Track key statistics such as the total meals claimed and T1/T2 and client participation in the program anonymously.

D. Create and share a Final Report with TAC/IC.

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802

EXHIBIT B
Effective August 24, 2023
First Amendment to FY 23-24 JVSV Consultant Agreement
Program Cost type
Management
Overhead, 20%, to include access to web development,
communications support, and accounting.

Staff time. Tasks include database management, Tier
review, inspections, education, solicitation of generator and FRO reporting, analysis of reporting results,
documentation for Cal Recycle compliance for each
jurisdiction, communications about the program, FRO list maintenance, and website maintenance, among other
tasks. Staff include an Executive Director, Associate
Director, Program Manager, and Inspector/Educator.

Travel, inspection, and education supplies, iPad, printing of compliance letters and educational documents,
database and extension subscriptions, mailings
Total
Surplus to Go Cost type
Overhead, 20%, to include access to web development,
communications support, and accounting.

Staff: Assoc director, Executive Director and contractor time
FRO stipend, ad min fees, vouchers for clients
Total
Capacity Cost type
Enhancements Overhead, 20%, to include access to web development, communications support, and accounting.

Cost
$57,689.00
$215,000.00
$15,756.00
$288,445.00
Cost
$20,000.00
$60,000.00
$20,000.00
$100,000.00
Cost
$38,461.00

DocuSign Envelope ID: 9386FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802

EXHIBIT B
Effective August 24, 2023
Staff time. Includes created of educational materials,
creation and distribution of 6 prevention webinars,
creation of a small grants program, solicitation of
applications, awarding of funds, and distribution of
funds. Staff include Executive Director, Program
Manager, and contracted staff.

Printed materials
Grants- to be distributed to food recovery organizations and food distribution locations.

Total

REVISED CONSULTANT AGMT AMOUNT
$55,876.00
$845.00
$108,000.00
$203,182.00
$591,627.00

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 1 REVISED EXHIBIT C

SCHEDULE OF PERFORMANCE

TO BE ADDED TO EXISTING SCHEDULE OF PERFORMANCE
Deliverables:

1. Santa Clara County Food Recovery Program Enhancements a. Submit a quarterly invoice to Countywide Solid Waste Services (City of Morgan Hill) separated into program components, categorized as Base Program, Infrastructure Enhancements, and Surplus to Go and summarize a list of tasks completed over the previous quarter. b. Evaluate FRO and distribution site applications for infrastructure, and distribute awards.
c. Report on funding distribution at TAC.
d. Promote and design 6 webinar/in-person sessions over the course of the fiscal year, targeted towards specific sectors of the food industry. e. Conduct at least 6 webinars or in-person sessions.
f. Solicit feedback from participants regarding effectiveness of training. g. Report on program to RWRC, TAC and/or IC.

2. Surplus to Go: App-based Method to Increase Tier Two Food Recovery Capacity
a. Develop and implement an app-based method to distribute recovered food directly to individuals free of charge.
b. Create and share a Final Report with RWRC, TAC and/or IC.

DocuSign Envelope ID: 93B6FFC5-1 EB3-4O3F-9DF9-50FDFBC7E802 DocuSign Envelope ID: 085EBC92-E26B-4886-A510-F 1851 CB1D4AE EXHIBIT 1

CONSULTANT AGREEMENT
Joint Venture Silicon Valley
128-04-23-038
THIS AGREEMENT is entered into and becomes effective on 7/4/2023 (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, in its capacity as contracting agent on behalf of the County of Santa Clara Recycling and Waste Reduction Commission Implementation Committee ("CITY"), and Joint Venture Silicon Valley a California nonprofit corporation ("CONSUL TANT") hereinafter referred to collectively as "Parties." In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

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

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until June 30, 2024 at which time CONSULTANT'S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum period of one year. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSUL TANT shall be the Santa Clara County Food Recovery Program - Base Program and Surplus to Go Program as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $288,445.00. Total compensation to CONSUL TANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Two Hundred Eighty-Eight Thousand Four Hundred Forty-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 shalt have the authority to increase the maximum compensation allowed to be paid to CONSUL TANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter

3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

4.2. Billing. CONSUL TANT shalt 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 CONSUL TANT on a monthly basis unless otherwise specified in Exhibit B. All invoices shalt be sent to the CITY addressed to the department head or project manager identified below in Section 13 Notices. Any rate charged shalt 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 shalt not exceed one tenth of one hour. CITY shalt pay for services and expenses (if so provided in Exhibit B) up to the limit of compensation set forth above, that in the CITY's judgment were necessary and reasonable. Services for work performed and expenses incurred in excess of the total compensation set forth in paragraph 4.1 above shall be at no cost to CITY.

5. Termination. CITY or CONSUL TANT 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, CONSUL TANT shalt submit to CITY an itemized statement of services performed for which compensation has not been paid. CITY may require CONSUL TANT to complete certain work product or documents and Updated April 2023

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 DocuSign Envelope ID: 085EBC92-E26B-4886-A510-F1851CB1D4AE CONSUL TANT shall deliver to CITY all documents in its possession without additional compensation to CONSUL TANT. The City Manager of CITY is authorized to terminate this Agreement, in whole or in part, on behalf of CITY.

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

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

7. Insurance Requirements. CONSUL TANT 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 CONSUL TANT, 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. CONSUL TANT further understands that the CITY reserves the right to modify the insurance requirements set forth herein, with thirty (30) days' notice provided to CONSUL TANT, at any time as deemed necessary to protect the interests of the CITY.
7 .1. Insurance Types and Amounts.
7 .1.1. Commercial General Liability (CGL). CONSUL TANT 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 CONSUL TANT under CONSULTANT's combined insurance policies (including any excess or"umbrella" policies), whichever is greater. 7 .1.2. Automobile Liability. CONSUL TANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSULTANT does not own automobiles, then CONSULTANT shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) 2 Updated April 2023

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 OocuSign Envelope ID: 085EBC92-E26B-4886-A510-F1851CB1D4AE combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater. 7 .1.3. Workers' Compensation Insurance and Employer's Liability. CONSUL TANT 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 CONSUL TANT under CONSUL TANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater. If CONSUL TANT is self-insured, CONSULTANT shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.
7 .1.4. Pollution (Environmental) Liability. If the performance of CONSULTANT'S work or service under this Agreement involves hazardous materials, contaminated soil disposal, and/or a risk of accidental release of fuel oil, chemicals or other toxic gases or hazardous materials, CONSUL TANT shall procure and maintain Pollution Liability covering the CONSULT ANT'S liability for bodily injury, property damage and environmental damage resulting from pollution and related cleanup costs arising out of the work or services to be performed under this Agreement. Coverage shall be provided for both work performed on site, as well as during the transport of hazardous materials.

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

7.1.5. Professional Liability.

7.1.5.1. If the performance of CONSUL TANT's work or service under this Agreement involves professional and/or technical services (examples include, but are not limited to, architects, engineers, land surveyors, and appraisers), CONSULTANT shall procure and maintain either a claims made or occurrence Errors and Omission liability insurance in the minimum amount of: (i) one million dollars ($1,000,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSULT ANT under CONSULT ANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater. Further, if CONSUL TANT maintains a claims-made policy, CONSUL TANT shall provide written evidence of such insurance to the CITY for at least five (5) years after the completion of work performed under this Agreement.
7 .1.5.2. If the performance of CONSULT AN T'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), CONSUL TANT 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 CONSUL TANT under CONSUL TANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.
3 Updated April 2023

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 DocuSign Envelope ID: 085EBC92-E26B-4886-A510-F1851CB1D4AE 7 .1.6. Sexual Abuse/Molestation Liability (SML): If the performance of CONSULT ANT's work or service under this Agreement involves contact with minors, CONSUL TANT 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 CONSUL TANT under CONSULTANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.
7 .2. Endorsements. CONSUL TANT shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:
7 .2.1. General Liability and pollution liability (when pollution liability applies). 7 .2.1.1. "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.
7 .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 7 .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 selfinsurance and shall be at least as broad as ISO Form CG 20 01.

7.2.2. Workers Compensation.

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

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

7.4. Certificates. CONSULTANT shall furnish CITY of Morgan Hill with copies of all certificates as outlined herein, whether new or modified, promptly upon receipt. In the event of a claim or legal action, CONSULTANT shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein. No policy subject to the CONSULTANT's agreement with the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY. A "material change" is a change that results in non-compliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.
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City of Morgan Hill
Attn: Risk Management
17575 Peak Avenue
Morgan Hill, CA 95037

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

9. Compliance with Law.

9.1. CONSUL TANT 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. CONSULT ANT and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

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

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

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY FINDING - IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS

AGREEMENT -THAT CONSUL TANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSUL TANT 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 CONSUL TANT or an subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or CONSUL TANT learns of such a judgment, decision, or order that was not previously disclosed, CONSUL TANT shall inform the City Attorney, no more than fifteen (15) days after the judgment, decision or order becomes final or of learning of the final judgment, decision or order. CONSUL TANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, 5 Updated April 2023

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

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

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

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

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

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

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

Address of CONSULT ANT is as follows:

Joint Venture Silicon Valley
Robin Franz Martin, Executive Director, Silicon Valley Food Recovery P.O. Box 720010
San Jose, CA 95172
Address of CITY is as follows:

Environmental Services
Manager/TAC Administrator
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
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14. Licenses, Permits and Fees. CONSUL TANT 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 CONSULT ANT'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. CONSUL TANT 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. CONSULT ANT 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 CONSUL TANT 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 CONSUL TANT 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. Documents created by CONSULTANT for work performed exclusively for the Recycling and Waste Reduction Commission Implementation Committee shall be the property of the Recycling and Waste Reduction Commission Implementation Committee. CONSUL TANT shall provide CITY, in its capacity as contracting agent for the Recycling and Waste Reduction Commission Implementation Committee, with copies of these items upon demand.

17. Familiarity with Work. By executing this Agreement, CONSUL TANT 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 CONSULT ANT discover any conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY and shall not proceed, except at CONSULTANT'S risk, until written instructions are received from CITY.

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

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

20. Attorney Fees. In any legal action, dispute or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorney fees, costs and expenses incurred. 7 Updated April 2023

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21. Defense and Indemnification.

21.1. Defense and Indemnification. CONSUL TANT 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 CONSUL TANT, and/or its agents, officers, employees, subcontractors, or independent contractors ("CLAIM").

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

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

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

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

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

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

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

24. Interpretation. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties including, but not limited to, California Civil Code § 1654, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.
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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 CONSUL TANT 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. D Data Sharing. This Agreement requires access by CONSULTANT to CITY's Geographic Information System (GIS) DATA for CONSUL TANT 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.

II I
II I
Ill
I II
II I
II I
II I
I II
[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:
�' AA"'Mi\c. \s • Jfl-1
City �y Clerk
Michelle Bigelow
Print Name
Date: 7/5/2023
APPROVED AS TO FORM:
�--� � l,»ii!A. City �E/\2464
Donald A. Larkin
Print Name
Date: 6/29/2023

CITY OF MORGAN HILL
DocuSJvned by:
• • tVYIALt:

Christina J. Turner
Print Name
Date: 7/4/2023

JOINT VENTURE SILICON VALLEY
,�#-a.-----4._
By:

Russell Hancock
Print Name and Title of Signer.

If Corporate: Chairman, President or
Vice President
Date: 6/23/2023
Ashley Raggio
Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
Date: 6/26/2023
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EXHIBIT A

SCOPE OF SERVICES
Santa Clara County Food Recovery "Base" Program
SB 1383 requires that each jurisdiction in California establish a food recovery program. In Santa Clara County, jurisdictions already working together through the Technical Advisory Committee (TAC) of the Santa Clara County Recycling and Waste Reduction Commission (RWRC) established a county-wide program.

Services for the Santa Clara County Food Recovery "Base" Program will include:

1. Develop and implement a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, "Short-Lived Climate Pollutants." The Program will operate throughout the County and replace the need for each Jurisdiction to create such a program on its own.

2. Maintain the database of Tier 1/Tier 2 entities and food recovery organizations/services, including: keeping contact and other relevant information up to date, recording data related to Food Recovery Reporting, education/outreach; inspections, keeping records of complaints and enforcement actions current; maintaining the functionality and software integrations that enable the Program to efficiently contact regulated entities, support targeted education and outreach activities to different types of Entities, analyze data to support Program decision-making and capacity building, and provide relevant data to the Program and the Implementation Record available to jurisdictions in real-time; maintain current information about Food Recovery organizations/services and food waste prevention services for inclusion on the sccfoodrecovery.org matching tool; and conduct ongoing quality control and data cleaning activities.

3. Each fiscal year, the Program will conduct a review of new Tier 1 and Tier 2 entities, to ensure that as businesses/organizations open in Santa Clara County, the appropriate regulated entities are added to the Tier 1 and Tier 2 lists and assigned to the appropriate Jurisdiction. Businesses that have closed or no longer qualify as Tier 1 or Tier 2 will be identified during the reporting process, and be removed from the regulated business lists.

4. Provide the Jurisdiction with the information and data necessary for the Jurisdiction to make timely required reports to CalRecycle.

5. Retain records of inspections in the Jurisdiction for a minimum of five (5) years.

6. Notify the Jurisdiction promptly about any related issues that require the Jurisdiction's assistance or to request that the Jurisdiction lead in resolving any issue(s) that arises related to non-compliance.

7. Fulfill the annual education requirement for each Jurisdiction. Develop all needed educational materials and distribute to Tier 1 and Tier 2 Generators, and continue extensive educational programming-by phone, email, Zoom and in-person.

8. Solicit required Food Recovery Reports from generators and Food Recovery organizations/services, compile and provide the results to jurisdictions for inclusion in the Implementation Records, and to Santa Clara County for use in future Capacity Planning efforts.

9. Conduct at least 10% in-person and any necessary follow-up inspections for Tier 1 in compliance with CalRecycle expectations. Tier 2 entities and Food Recovery Organizations and Services will only be inspected as necessary.

10. The Program shall supply appropriate content for the web site, SCCFoodRecovery.org, including a list of Food Recovery Organizations and Services (to be updated at least annually) and maintain accessibility for Tier 1 and Tier 2 entities.

11. Represent the interests of the Program with other entities, Counties, and CalRecycle. 11 Updated April 2023

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12. Develop procedures and timelines for cities and unincorporated County to encourage uniformity in enforcement, which the cities and County would be encouraged to follow.

13. Create a Report about Program activities each September, in advance of next fiscal year's budget conversations. This report shall include a narrative about the Food Recovery Program activities, monitoring statistics, Food Recovery Reporting summary statistics, regulated entity compliance with reporting requirements and compliance based on inspections, including by entity type, total number of pounds of food recovered as reported by generators and FROs, and a summary of all enforcement actions taken. Statistics about food waste prevention and food recovery in Santa Clara County will be shared on the Office of Sustainability website as part of the Sustainability Master Plan Data Dashboard at www.sccsustainabilityplan.org and the Annual Report.

14. Develop and/or implement any portion of the Program not stated above, but outlined in the FY 23-24 Food Recovery Program Memorandum of Understanding (Exhibit D) 12 Updated April 2023

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EXHIBIT B

SCHEDULE OF COMPENSATION
FOOD RECOVERY PROGRAM BUDGET FY 23-24
Base Program Cost Type
Funding Source: Voluntary Contributions from
Jurisdictions - Countywide Funds
Overhead, 20%, to include access to web development,
communications suooort, and accountinQ.

Staff time. Tasks include database management, Tier review, inspections, education, solicitation of generator and FRO reporting, analysis of reporting results, documentation for CalRecycle compliance for each jurisdiction, communications about the program, FRO list mantenance, and website
maintenance, among other tasks. Staff include an Executive Director, Associate Director, Program Manager, and
Inspector/Educator.

Travel, inspection and education supplies, IPad, printing of compliance letters and educational documents, database and extention subscriptions, mailings
Base Program Subtotal
Cost
$57,689.00
$215,000.00
$15,756.00
$288,445.00

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EXHIBIT C

SCHEDULE OF PERFORMANCE
Deliverables-Santa Clara County Food Recovery Program

1. Develop and implement a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, "Short-Lived Climate Pollutants." The Program will operate throughout the County and replace the need for each Jurisdiction to create such a program on its own.

2. Create a report about program activities to distribute in the TAC September meeting packet, and give a presentation at the TAC September meeting, in advance of next fiscal year's budget conversations. This report shall include a narrative about the Food Recovery Program activities, monitoring statistics, Food Recovery Reporting summary statistics, regulated entity compliance with reporting requirements and compliance based on inspections, including by entity type, total number of pounds of food recovered as reported by generators and food recovery organizations (FROs).

3. Share statistics about food waste prevention and food recovery in Santa Clara County with the Office of Sustainability website for inclusion in the Sustainability Master Plan Data Dashboard at www .sccsustainabil ityplan .org

4. Distribute CalRecycle Electronic Annual Report data to each jurisdiction by June 30, 2024.

5. Submit a quarterly invoice to Countywide Solid Waste Services (City of Morgan Hill) separated into program components and summarize a list of tasks completed over the previous quarter. 14 Updated April 2023

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MEMORANDUM OF

UNDERSTANDING AMONG LOCAL

PUBLIC AGENCIES IN

SANT A CLARA COUNTY

FOR FOOD RECOVERY PROGRAM COSTS
SECTION t. OVERVIEW
This Memorandum of Understanding ("MOU") is between the cities of Cupertino, Gilroy, Los Altos, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, and Sunnyvale; the town of Los Altos Hills; the County of Santa Clara; and the West Valley Solid Waste Management Authority on behalf of its member agencies, the cities of Campbell, Monte Sereno and Saratoga; and town of Los Gatos; collectively "Parties" or individually as a "Party." SECTION 2. RECITALS
WHEREAS, the signatory Parties are also "PARTIES" to the Memorandum of Agreement for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee, which is a Committee of the County of Santa Clara Recycling and Waste Reduction Commission that advances the interests of Party jurisdictions by performing technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget;
WHEREAS, the Patties have previously agreed to jointly fund the cost of a countywide edible food recovery program to satisfy their respective obligations under SB 1383 (2016) and the corresponding regulations;
WHEREAS, the County of Santa Clara is the Fiscal Agent for the Technical Advisory Committee (TAC) to the Santa Clara County Recycling and Waste Reduction Commission and the City of Morgan Hill is the Administrator and Contracting Agent for the TAC; WHEREAS, the City of Morgan Hill, as Program Administrator and Contracting Agent, has contracted with Joint Venture Silicon Valley to implement and manage the countywide Food Recovery Program ("Program") for Fiscal Year 2023/24;
WHEREAS, the Parties desire lo execute this MOU to provide for their respective share of costs for the Program;
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F-9DF9-50FDFBC7E802 DocuSign Envelope ID: 085EBC92-E26B-4886-A510-F 1851 CB 1 D4AE DocuSlgn Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 SECTION 3. PURPOSE OF THE MOU
The purpose of this MOU is to establish a means of requiring:

Payment by the Parties for their share of the costs for implementation of the Program.

SECTION 4. EFFECTIVE DATE
This MOU shall be effective upon execution of this MOU by all Parties ("Effective Date").

SECTION 5. PAYMENTS UNDER TfflS MOU
For purposes of the Program, the County of Santa Clara is the Fiscal Agent and the City of Morgan Hill is the TAC Administrator and Contracting Agent, as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

The Parties agree to share costs for the services as described in Exhibit A of this MOU.

The County of Santa Clara will, within thirty (30) days of the Effective Date of this MOU, submit to the other Parties an invoice for the amounts due under the MOU. Each party will make their payment to the County of Santa Clara based on the invoice amount.

SECTION 6. RECORDS AND ACCOUNTS
The County of Santa Clara will keep complete and accurate financial records related to accomplishfog the purposes of this MOU. Upon reasonable notice to the County of Santa Clara, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 7. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, instrnments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties' performance of their obligations under this MOU.

SECTION 8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:

Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

Due Execution: Each Party's representatives who sign this MOU are duly authorized to sign and bind their respective agency.
2

DocuSign Envelope ID: 93B6FFC5-1 EB3-4D3F- 9DF9-50FDFBC7E802 DocuSign Envelope ID: 085EBC92-E26B-4886-A51 0-F1851CB1D4AE DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 SECTION 9. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in Jaw or in equity or by statute or otherwise, and all such remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 10. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4. each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, ha1mless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees , or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such Pa1ty under this MOU. No Party, nor any officer. board member, or agent thereof shall be responsible for any damage or liability occun'ing by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this MOU. The obligations set forth in this paragraph will survive termination and expiration of this MOU.

SECTION 11. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 12. AMENDMENTS
This MOU may only be amended by a written instrument signed by the Parties.

SECTION 13. COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 14. USE OF ELECTRONIC SIGNATURES
Unless otherwise prohibited by law, 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 tenn "electronic copy of a signed contract" refers to a transmission by 3

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SECTION IS. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the tenns specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU.

SECTION 16. NO LEGAL RELATIONSHIP
By entering into this MOU, the Parties are neither forming, nor do they intend to fonn a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legaJ representative of the other Party for any purpose, and neither Party is wanted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 17.GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

IN WITNESS OF, the Parties have executed the MOU as of the last date set forth below:

D ��Wino .. City Manager
Date: 5/2/2023
4 Apprifflff\ffl4fbrm, Cupertino
Date: 5/1/2023
Appl���. �-� Gilroy
Date: 5/4/2023 5/1/2023

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Date: 5/1/2023
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Date: 5/10/2023
City o��M\�'Hm - City Manager
Date: S/S/2023
City7M3flffllttf\f iew - City Manager
Date: S/S/2023
•�fftain View - Public Works Director
Date: S/l/2023
City
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of San Jose -�r �-
Date: S/21,� /202.3
Date: 5/7/2023
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Approva as o o'i'm, Los Altos
Date: S/1/2023
Approffl8l.ffl9r8rtn, Los Altos Hills
Date: S/19/2023
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Date: S/1/2023
Approv&fffUfttfhn, Morgan Hitl
Date: S/1/2023
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Administrative Services Director
Date: 5/2/2023
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Approvaf8fs1
f�r8'rlli; Santa Clara (City)
Date: 5/22/2023

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Date: 5/2/2023
Couny��� - ��� .. �,.,, Director of Procurement
Date: 5/1/2023
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Authority - President
Date; 5/1/2023
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Date: 5/5/2023
6 Approva1'W��f:f1!8Hn, Sunnyvale
Date: 5/1/2023
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Date: S/1/2023
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Date: S/8/2023
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Date: 5/11/2023

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EXHIBIT A

COSTS AND SCOPE OF SERVICES
Proposed Jurisdiction Contributions for Base Program and Infrastructure - FY 23-24 Program Costs ' ease· � •. �,
r ::,, il Initial . � - Bae·,Prpgpm , ' ,,, lnltlil<l.ocal·Asst. . P\"Olram Contract,Cost Contrltiiltlon Potentlill Grant,(tAG) �••" Tier 1 Tler2 Total ($133-per ($133P!!r Infrastructure Enhancement , Jurisdictions Allotatlon 1"'.ofLAG Generators- Generators Generators senemor) generator) Enhancements ; Coritrlbutlof\ camDbell $ SS,49S $ 10,544 11 49 60 $ 7;980 $ 7,980 $ 2,564 $ 2,.564 CUpertlno $ 77,9S3 $ 14,811 10 80 90 $ 11,970 $ 11,970 $ 2,841 $ 2,.841 Gilroy $ 7S,25S $ 14,298 11 48 59 $ 7,847 $ 7,847 $ 6,451' $ 6,451 Los Altos $ 41,038 $ 7,797 7 3.C 41 $ 5,453 $ 5,453 $ 2,344 $ 2,.344 Los Altos Hills $ 20,000 $ 3,800 0 2 2 $ 266 $ 266 $ 3,534 $ 3,534 Los Gatos $ 41,465 $ 7,878 10 45 55 $ 7,315 $ 7,315 $ 563 $ - Milpitas $ 100,259 $ 19,D49 21 92 113 $ 15,029 $ 15,029 $ 4,020 $ 4,020 Monte Sereno $ 20,000 $ 3,800_ D 1 1 $ 133 $ 133 $ 3,667 $ 3,667 MDr£i1nHIII $ 63,156 $ 12,000 15 43 58 $ 7,714 $ 7,714 $ 4,286 $ 4,286 Mountain View $ 109,638 $ 20,831 17 114 131 $ 17,423 $ 17,423 $ 3,408 $ 3,408� Palo Alto $ 89,759 $ 17,054 7 106 113 $ 15,029 $ 15,029 $ 2,025 $ 2,.025 San Jose $ 1,351,654 $ 256,814 212 787 999 $ 132,702 $ 132,702 $ 124,112 $ UA,112 Santaaara $ 172,504 $ 32,776 40 162 202 $ 26,866 $ 26,866 $ 5,910 $ 5,910 Saraton $ 41,085 $ 7,806 2 26 28 $ 3,724 $ 3,724 $ 4,D82 $ 4,082 SUnnvvale $ 202,777 $ 39,368 26 144 170 $ 22,610 $ 22,610 $ 16,758 $ 16,758 Unin_,_ --d SCC $ 113,337 $ 23.A>OO"' 13 35 48 $ 6,384 $ 6,384 I $ 16,616 $ 16,616 Totals $ 2,575,37.f $ 491,627"' 402 1768 2170 $ 288,44i:' $ 288,445 $ 203.l8i' $ 203,182 .

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West Valley Cities: FY 23-24 contributions funded by West Valley Solid Waste Management Authorit, $ 19,152 $ 10,876 :Note: Initial program pledge was based on program cost estimate before program establishment and experience with program scope of work. ; Enhancement Contributions may be re<t.i�e-d, but not the Base Program Contrlbutl�. • I ' Contributions to Infrastructure Eniianc:emenll by each agency are subject to change pending final approvals by each Agency. 0 0
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SCOPE OF SERVICES
Base Program - Countywide Food Recovery Program Management From July 1, 2023 to June 30, 2024, Joint Venture Silicon Valley will run the Santa Clara County Food Recovery Program, serving as the food recovery program (Program) on behalf of all jurisdictions (Jurisdictions) of the Parties, and coordinating with any Party performing their own enforcement.

The Base Program

1. Will develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, "Short-Lived Climate Pollutants." The Program will operate within the Party's boundaries and replace the need for the Party to create such a program on its own.

2. Each year by March, the Program will conduct a review of new Tier I and Tier 2 Entities, to ensure that as businesses open in Santa Clara County, the appropriate regulated entities are added to the Tier 1 and Tier 2 lists. Closing businesses will be identified during the reporting process, and be eliminated from the lists.

3. Provide Parties with requirements for inclusion in the 'large event' list requested from each Party, as well as provide electronic materials for distribution for large event planners.

4. Shall provide Parties with the information and data necessary for the Parties to make their required reports to CalRecycle.

5. Shall retain records of inspections for each Party for a minimum of five (5) years.

6. Shall notify the Party promptly about any related issues that require the Party's assistance or to request the Party lead in resolving the issue(s) that arise related to non-compliance.

7. Shall fulfill the annual education requirement for the Parties and provide the data needed for the Parties to complete required Ca]Recycle reports.
8, Shall conduct generator and Food Recovery Organization/Services requests for reports, compile the results, and communicate those results to the jurisdictions for inclusion in the Implementation Record Data Summary, and to Santa Clara County for use in future Capacity Planning efforts.

9. Shall conduct inspections and monitoring in compliance with CalRecycle expectations for Tier One businesses, Tier Two entities and Organizations, and Food Recovery Organizations and Services.

10. The Program shall supply appropriate content for the web site, SCCFoodRecovery.org, as well as a list of Food Recovery Organizations and Services. The list will be annually updated and made accessible to Tier I and 2 Entities.

Ii

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11. The Program leadership shall represent the interests of the Program with other entities, Counties, and CalRecycle.

12. The Program leadership shall create reports about Program activities at the end of each fiscal year. These reports shall include monitoring statistics, details on overall compliance, compliance in certain sectors, total number of pounds of food recovered, and a summary of all enforcement actions taken.

13. Statistics about food recovery in Santa Clara County will be shared on the Office of Sustainability website as part of the Sustainability Master Plan Data Dashboard and the Annual Sustainability Report.

All Parties to this MOU will receive the Base Program services.

Infrastructure Enhancements Program
As shown in Exhibit A of this MOU, jurisdictions have chosen to contribute to the edible food recovery lnfrastructure Enhancements Program which will direct additional food recovery resources to participating jurisdictions between July 1, 2023 and June 30, 2024. The Jnfrastructure Enhancements Program will include two subprograms, described as follows:

I) SmaJJ Capacity Grants. Grants will be issued to increase the food recovery capacity of food recovery organizations that serve contributing jurisdictions. Applications will be solicited, awards will be issued, and funds will be distributed. Joint Venture Silicon Valley will provide infonnation for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Agency.
2) Food Waste Prevention Classes. A webinar/in-person series will be advertised for different sectors regulated under SB 1383 (e.g., restaurants, hospitals, scl1ools, large events). The series will promote food waste prevention measures specific to each regulated sector, provide food recovery tips and best practices, and teach businesses and organizations how to comply with SB 1383 and local ordinances. The series will start with Tier 2, and then move into Tier 1 groups that answered 'zero pounds' in their reports, if funding allows. Joint Venture Silicon Valley will provide information for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Party.
iii

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1 Updated April 2023

CONSULTANT AGREEMENT
Joint Venture Silicon Valley
THIS AGREEMENT is entered into and becomes effective on _______________ (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, in its capacity as contracting agent on behalf of the County of Santa Clara Recycling and Waste Reduction Commission Implementation Committee ("CITY"), and Joint Venture Silicon Valley a California corporation ("CONSULTANT") hereinafter referred to collectively as “Parties.” In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

1. City Authority. This Agreement is entered into pursuant to the 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, 2025 at which time CONSULTANT’S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum period of one year. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSULTANT shall be the Santa Clara County FY 24-25 Food Recovery Program as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $636,563.25. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Six Hundred Thirty Six Thousand Five Hundred Sixty Three dollars and Twenty-Five cents 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 CONSULTANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

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

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

2 Updated April 2023
has not been paid. CITY may require CONSULTANT to complete certain work product or documents and CONSULTANT shall deliver to CITY all documents in its possession without additional compensation to CONSULTANT. The City Manager of CITY is authorized to terminate this Agreement, in whole or in part, on behalf of CITY.

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

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

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

7.1. Insurance Types and Amounts.

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

7.1.2. Automobile Liability. CONSULTANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSULTANT does not own automobiles, then CONSULTANT shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage

3 Updated April 2023
providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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

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

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

7.1.5. Professional Liability.

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

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

4 Updated April 2023

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

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

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

7.2.1.1. “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.

7.2.1.2. “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

7.2.1.3. “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 selfinsurance and shall be at least as broad as ISO Form CG 20 01.

7.2.2. Workers Compensation.

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

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

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

5 Updated April 2023
Certificate Holder address:

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

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

9. Compliance with Law.

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

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

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

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

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

Judgments or Decisions During Term of Contract: If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that CONSULTANT or an subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or CONSULTANT learns of such a judgment, decision, or order that was not previously disclosed, CONSULTANT shall inform the City Attorney, no more than fifteen (15) days after the judgment, decision or order becomes final or of learning of the final judgment, decision or order. CONSULTANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order,

6 Updated April 2023
and shall provide the City Attorney with documentary evidence of compliance with the final judgment, decision or order within five (5) days of satisfying the final judgment, decision or order. The City reserves the right to require CONSULTANT to enter into an agreement with the City regarding the manner in which any such final judgment, decision, or order will be satisfied.

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

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

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

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

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

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

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

Address of CONSULTANT is as follows:

Joint Venture Silicon Valley
Robin Franz Martin, Executive Director, Silicon Valley Food Recovery Program P.O. Box 720010
San Jose, CA 95172
Address of CITY is as follows:

Environmental Services Mngr.

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

7 Updated April 2023

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. Documents created by CONSULTANT for work performed exclusively for the Recycling and Waste Reduction Commission Implementation Committee shall be the property of the Recycling and Waste Reduction Commission Implementation Committee. CONSULTANT shall provide CITY, in its capacity as contracting agent for the Recycling and Waste Reduction Commission Implementation Committee, with copies of these items upon demand.

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

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

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

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

8 Updated April 2023

21. Defense and Indemnification.

21.1. Defense and Indemnification. CONSULTANT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless CITY, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers (“INDEMNITEES”) from and against any and all claims, liabilities, expenses, liens, or damages of any nature, including liability for bodily injury, property damage or personal injury, and including reasonable attorneys' fees and expenses, that arise out of, 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”).

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

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

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

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

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

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

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

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

9 Updated April 2023

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. ///
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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: JOINT VENTURE SILICON VALLEY
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 Standard Consultant Agreement.Docx

11 EXHIBIT A

SCOPE OF SERVICES
Santa Clara County Food Recovery Program
FY 2024-2025
Scope of Work for the Base Program and Enhancements
CONSULTANT shall fulfill all duties for the Program as the Program Manager specified in the Memorandum of Understanding (MOU) Among Local Public Agencies in Santa Clara County for Countywide Food Recovery Program (Exhibit D).

VOLUNTARY CONTRIBUTIONS FROM JURISDICTIONS
Base Program and Deliverables
A. Shall continue to operate a uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, “Short-Lived Climate Pollutants.” The Program Manager will operate within the Jurisdiction’s boundaries and replace the need for the Jurisdiction to create such a program on its own. Should the jurisdictions need to increase their own capacity in order to comply with an Implementation Schedule, per CalRecycle, for a capacity shortfall, that capacity shortfall and Implementation Schedule will be addressed by the Program as part of the MOU Among Local Public Agencies in Santa Clara County for Countywide Food Recovery Program (Exhibit D).

B. Shall conduct a review of new Edible Food Generators, to ensure that as businesses open in Santa Clara County, the appropriate regulated entities are added to the lists. Closing businesses will be identified during the reporting process, and be eliminated from the lists.

C. Shall continue to work with CalRecycle, with other counties, and independently to interpret the regulations regarding refining the definitions of generators, so that the generator lists continue to accurately reflect those required to comply.

D. Shall provide the Jurisdictions with the information and data necessary for the Jurisdictions to make their required reports to CalRecycle a month before they are due.

E. Shall retain records of inspections in the Jurisdictions for a minimum of five (5) years.

F. Shall notify the Jurisdictions promptly about any related issues that require the Jurisdiction’s ’ assistance or to request the Jurisdictions lead in resolving the issue(s) that arise related to noncompliance.

G. Shall fulfill and endeavor to exceed the annual education requirement for the Jurisdictions and provide the data needed for Jurisdictions to complete required CalRecycle reports. Annual mailer to all generators; additional mailers as necessary, including letters specific to industry types; multiple rounds of email, Zoom meetings, and phone calls for general education, technical assistance, and tailored reporting follow-up and outreach. Previous years included an estimated 8,000 emails and 1,000 points of direct contact, and this year will be on a similar par.

12 H. Solicit required Food Recovery Reports from all Food Recovery Organization/Services and all tier 1 and tier 2 generators. Tier 2 reporting is new for this fiscal year and will require extensive outreach to these generators. Compile and provide the results to Jurisdictions for inclusion in the Implementation Records, and to Santa Clara County for use in future Capacity Planning efforts.

I. Shall conduct inspections and necessary follow-up inspections of at least 10% of the CalRecycle-defined Edible Food Generators in each jurisdiction and conduct monitoring in compliance with CalRecycle expectations for Edible Food Generators, in line with the Monitoring Plan approved by TAC at the December 2023 meeting and any edits made to this plan based on updated/additional guidance from CalRecycle. The Program will also conduct at least 3 inspections of Food Recovery Organizations and Services.

J. The Program shall supply appropriate content for a web site, including a list of Food Recovery Organizations and Services (to be updated at least annually) and be accessible to Edible Food Generators.

K. The Program Manager shall represent the interests of the Program with other entities, counties, and CalRecycle.

L. The Program Manager will follow procedures and timelines for compliance approved by cities and unincorporated County, encouraging uniformity in enforcement, which the Cities and County would be encouraged to follow.

M. The Program Manager shall create reports about Program activities each year in September, ahead of the budgeting process for the next fiscal year. These reports shall include a narrative about the Food Recovery Program activities, statistics, and total number of pounds of food recovered as reported by Edible Food Generators and Food Recovery Organizations (“FROs”).

Statistics about food waste prevention and food recovery in Santa Clara County will be shared publicly.

Additionally:
● If at any time CalRecycle makes it known to either a jurisdiction or the Program that the above tasks are not sufficient to fulfill the regulatory requirements, the Program shall return to the IC to discuss amendments to this list of directives. ● The program relies on the Airtable suite of services at this time. If that service becomes prohibitively expensive or no longer serves the purpose necessary for the Program and a similarly priced program is not able to be found, the Program shall return to the IC to discuss amendments to this list of directives or associated budget.

Enhancements: Jurisdictional Contributions
The following enhancements were approved by the IC in November 2023. Cities indicated they are contributing the maximum amount, with only Milpitas contributing the minimum. Budgets have been created accordingly. l

13 1. Technical Assistance Partnerships
Project Narrative
Facilitate partnerships to leverage existing outreach and expertise in two specific areas of the food waste prevention and food recovery process:
● Better understanding whether generators understand and can take advantage of the tax benefits related to food donation, which generators already do so successfully and why, and what barriers may exist to taking advantage of this benefit. Food donation is incentivized by the tax code, but there is little understanding (even among organizations working on this issue at the national level, such as the NRDC) as to how compelling the incentive is, and under what conditions businesses can and do benefit from it. ● Better understand the opportunities to expand food upcycling, the opportunities for which mostly stem from pre-consumer businesses such as manufacturing and distribution.

Deliverables

1. Develop a brief that outlines the pros, cons, advantages, and barriers for generators (by different Tier 1 and Tier 2 types) taking advantage of tax benefits related to food donation, including case studies and information drawn from interviews with local generators and recommendations for any policy changes that would be supportive;

2. Formalize a recommendation about whether (and at what scale and cost) local public funding of tax expertise to generators could effectively and efficiently expand food donation;

3. Develop education/outreach materials based on the project learnings that can be used to augment the Food Recovery Program outreach to generators;

4. Identify at least 4 wholesale or distribution businesses that are good candidates for upcycling and connect them with the Upcycled Food Association and related upcycling opportunities.

2. School Campus Food Recovery
Project Narrative
The Project Manager will develop a Food Recovery Model Program at school sites in SCC to leverage the knowledge acquired by the Program through outreach activities and technical assistance calls to address the challenges schools face in complying with SB1383. The program will also aim to engage and educate other school districts in the county and provide a simple guide for compliance in schools. The Program Manager will purchase supplies for schools to defray the costs of food recovery and food waste prevention measures.

14 Deliverables

1. Distribute reusable resources that better enable recovery and prevention (freezer bags and ice packs, signage about foods not being opened, simple guides, etc.) to each school district office interested. The extent of resources offered will depend on the amount of funding available. The number of schools included in the program will depend on the final determination by the district and specific schools about the resources that are needed.

2. Develop a Food Recovery Model Program (a minimum of 1 to a maximum of 3) school sites for 6-8 weeks of the academic year. The Model Program will:
a. Provide the necessary training for the individuals that handle, serve or prepare food at the school site.
b. Distribute the needed supplies (mentioned above) to help recover food and prevent waste and test their effectiveness.
c. Support and engage school site stakeholders to ensure the sustainability of the program, ranging from school principal to parent volunteers. d. Create instructional materials to inform and educate the staff and students.

3. Donation Reverse Logistics Expansion Effort
Project Narrative
As described under Recommendation 3.2.1 of Making the Most of Surplus Food, donation reverse logistics can improve food recovery efficiency by enlisting food distributors to also transport food donations, leveraging their existing relationships, refrigerated transport, drivers, food handling expertise, and even possibly packaging supplies (sheet pans, etc.) for their customer accounts.

Deliverables

1. Determine the overlap between the client base of food distributors with facilities located in the County and EFGs (particularly Tier 2) covered under SB 1383.

2. Create best practice materials for food donation reverse logistics, highlighting the value proposition and benefits for the third-party logistics provider, drawing from the experience of Chefs to End Hunger, Daylight, and models outside the County.

3. Distribute the materials in Deliverable 2 directly to in-county distributors, share them on the Food Recovery Program website, and promote them to relevant industry groups.

4. Develop, host, and record a virtual convening to highlight best practices, benefits and success stories related to donation reverse logistics, using the recording as

15 a supplement to written materials in the effort to promote the expansion of food donation reverse logistics.

5. Develop a pilot or a workable plan for a pilot donation reverse logistics program with at least 1 local food distributor.

TAC FUNDS

4. Recovered Food Hub Operating Plan
Project Narrative
The Recovered Food Hub is designed to address specific capacity shortfalls and distribution bottlenecks identified within the County’s robust network of food recovery organizations, which already collect and distribute some 20 million pounds of food each year to people and communities in need. Completion of the Operating Plan will prepare the county to catalyze longterm investment in realizing one or more Surplus Food Hubs. Please see previous applications for hubs, such as the Building Back Better and CitiBank applications for more information.

Deliverables

1. Conduct detailed needs assessment and appropriate stakeholder engagement

2. Assess and select the needed operational assets and partners

3. Formalize the operating model and operational partnerships, which may include building plans, first steps towards any permitting, and identifying equipment needs.

EXHIBIT B
Schedule of Compensation
FY 24-25 Food Recovery Program (FRP)
Food Recovery Program Summary Budget
FY 2024-2025 Activity Cost
Voluntary Contribution Funding
A. Base Program $283,451.25
B. Enhancements

1. Technical Partnerships $ 79,625.00

2. School Campus Food Recovery $106,000.00

3. Donation Reverse Logistics
Expansion Effort Project $ 49,112.00
VOLUNTARY CONTRIBUTIONS FUNDS TOTAL $518,188.25
Recycling and Waste Reduction Commission TAC
Funds

4. Recovered Food Hub Operating
Plan $118,375.00
RWRC TAC TOTAL $118,375.00
TOTAL CONTRACT AMOUNT $636,563.25
16

A. Base Program Budget:

FY 2024-2025
Base Program Activity Cost
Contractor: data entry $3,300.00
Travel- inspections $1,500.00
Staff time. Executive Director (~15%,
Associate Director ~10%), Program
Manager ~70%, and Inspector/Educator,
~64% $211,161.00
Database and extension subscriptions, hot
spot $3,800.00
Printing of compliance letters and creation
of educational documents $7,000.00
Overhead $56,690.25
Total $283,451.25
17

B. Enhancements Budget:

1.Technical Assistance Budget
Category Cost Roles/Tasks
Staff time: Project Lead $40,000 Manage project, prepare deliverables Staff time: Director $13,700 Program management
Direct Costs $10,000 Engage tax professionals to provide technical assistance, targeted research, and
consultations with proxy generators
$750 “affiliate” membership in the Upcycled Food
Association to gain access to resources and
networking opportunities
Program Overhead, 20% $15,925
Total $79,625

2. School Campus Food Recovery Budget
Activity Cost
Supplies for interested schools. Could include
coolers, ice packs, bins, labels, other storage.

Districts will be in the cities participating in the
enhancements and described in EAR. $57,800.00
Staff time for soliciting school input on items,
purchase, distribution $7,000.00
Create at least 1 (up to 3) model program/s in
schools- Staff time to create a best practices
program and materials that are SCC-specific $20,000.00
Program Overhead, 20% $21,200.00
Total $106,000.00
18

3. Donation Reverse Logistics Expansion Effort Budget
Activity Cost
Project Manager Staff time, deliverables #1-5 $38,290.00 Printed materials $1,000
Program Overhead, 20% $9,822.00
Total $49,112.00

4. Recovered Food Hub Operating Plan Budget
Category Cost Roles/Tasks
Staff time: Project Lead $45,000 Manage project, supervise work of contractor and collaboration with community stakeholders
and County programs, prepare deliverables,
facilitate a working group to build momentum
and support amongst stakeholders
Staff time: Director $13,700 Program management
Contractor/Ops Lead $35,000 Operations expert. Coordinate Hub development process
Travel $1,000 Conduct site visits as needed (mostly in the Bay Area)
Program Overhead,
20%
$23,675
Total $118,375
19

20 Updated April 2023

EXHIBIT C

SCHEDULE OF PERFORMANCE
Please see Deliverables listed in Exhibit A- SCOPE OF SERVICES

EXHIBIT D

MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR COUNTYWIDE FOOD RECOVERY PROGRAM
21

From: Christina Turner
To: Michelle Bigelow
Subject: Wednesday, June 5, 2024 City Council Meeting Questions Supplement for Item 4 - APPROVE SECOND AMENDMENT TO THE FISCAL YEAR (FY) 2023/24 COUNTYWIDE SOLID WASTE SERVICES FOOD RECOVERY PROGRAM AND THE NEW FY 2024/25

CONTRACT WITH JOINT VENTURE SILICON VALLEY
Date: Tuesday, June 4, 2024
Staff Report: The purpose of this report is to provide the City Council with an opportunity to approve a second amendment to the City's consultant agreement with Joint Venture Silicon Valley (JVSV) for the administration and implementation of the FY 2023/24 Santa Clara County Food Recovery Program (Attachment 1), and also to approve a new consultant agreement with JVSV for the administration and implementation of the FY 2024/25 Santa Clara County Food Recovery Program (Attachment 2).

Question: Why is this being offered (extend the effective date) when the previous item #3 is being recommended to commence this year?
Response: The 2nd Amendment will extend the timeframe to complete services proposed as part of the 2023/24 Food Recovery Program deliverables, which were proposed when the participating jurisdictions were operating under the current one-year Food Recovery Program MOU. In essence, the work outlined in both this second amendment as well as the new contract in item 3 are necessary to meet Food Recovery Program commitments.

Staff Report: The new FY 2024/25 contract with JVSV for implementation of the Food Recovery Program covers base operations to reach minimum compliance with SB 1383 compliance requirements for food recovery programs, as well as program enhancements to support Technical Assistance Partnerships, School Campus Food Recovery, and Donations Reverse Logistics. The agreement also includes a TAC-funded project to implement a Recovered Food Hub Operating Plan.

Question: What is Donations Reverse Logistics? What is Recovered Food Hub Operating Plan and where is this located?
Response: The Donation Reverse Logistics and Recovered Food Hub Operating Plan projects are described under Exhibit A Scope of Services as part of the 2024/25 Agreement. They are as follows:

Donation Reverse Logistics Expansion Effort Project Narrative Donation reverse logistics (also referred to as donation backhauling) can improve food recovery efficiency by enlisting food distributors to also transport food donations, leveraging their existing relationships, refrigerated transport, drivers, food handling expertise, and even possibly packaging

supplies (sheet pans, etc.) for their customer accounts. Expanding donation reverse logistics activity in Santa Clara County would make maximum use of existing infrastructure to make the Food Recovery Programs more efficient, less costly, and more convenient.

Recovered Food Hub Operating Plan Project Narrative
The Recovered Food Hub is designed to address specific capacity shortfalls and distribution bottlenecks identified within the County’s network of food recovery organizations, which already collect and distribute some 20 million pounds of food each year to people and communities in need. Completion of the Operating Plan will be the first step in establishing one or more Surplus Food Hubs. The Food Hub will provide the organizational framework and operating protocols whereby the Silicon Valley’s food assistance programs, food businesses, and public agencies can come together to source and repurpose additional surplus food (especially prepared foods), offer additional public food distributions, and provide community education and job training. This operating plan will provide a foundation on which to apply for grants.

City Council
Meeting Minutes
Mark Turner - Mayor
Marilyn Librers - Mayor Pro Tem
Gino Borgioli - Council Member
Rene Spring - Council Member
Yvonne Martinez Beltran - Council Member
Wednesday, May 15, 2024 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 p.m. for the purpose of conducting a closed session.

SPECIAL MEETING
5:00 p.m. Closed Session

CALL TO ORDER
Mayor Turner called the City Council meeting to order at 5:00 p.m.

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.

May 15, 2024
2 CLOSED SESSION
City Attorney Donald Larkin announced the closed session items.

Conference with Legal Counsel – Existing Litigation (§ 54956.9) City of Morgan Hill v. Rocke and Glenda Garcia et al. (Santa Clara County Case No. 21CV385524)
Conference with Legal Counsel – Anticipated Litigation
Significant exposure to litigation pursuant to § 54956.9(b): (one case)

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

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

REGULAR MEETING
The regular meeting convened at 6:00 p.m.

SILENT INVOCATION

PLEDGE OF ALLEGIANCE

RECOGNITIONS
Recognizing Michael Greymont for his volunteer work for the Morgan Hill Aquatics Center

PROCLAMATIONS
Proclaiming May 15, 2024 as Peace Officers Memorial Day and the week of May 12 - 19, 2024 as National Police Week
Proclaiming the week of May 19 - 25, 2024 as National Public Works Week Proclaiming the month of May 2024 as Affordable Housing Month Proclaiming the month of May 2024 as Wildfire Awareness Month Proclaiming the month of May 2024 as Foster Care/Resource Parent Month

May 15, 2024
3 PRESENTATIONS
YAC Presentation

CITY COUNCIL REPORTS
Council Member Spring mentioned that he is currently the Chair of the South County Regional Wastewater Authority. He has been on the board for 8 years and is proud of the facility in Gilroy that continues to win awards for the way that it runs. He also noted that he is Chair of the Governing Board of the Santa Clara Valley Habitat Agency and a Board Member of the Implementation Board. There is an Implementation Board meeting tomorrow May 16, 2024, at 3:00 p.m.in the Council Chambers. One of the biggest highlights over the last few years was saving the land of the Tilton Ranch. He has been going to many events. He has learned to play bunco for a good cause, supporting the South County Tail Waggers. He has supported Operation Freedom Paws with a pasta feed. He also joined the Disaster Airlift Response team at the San Martin Airport last week.

May 15, 2024
4 CITY MANAGER'S REPORT
City Manager Christina introduced and recognized the City's new, promoted and retired teammates. She recognized Deputy City Clerk Kim Mancera for receiving her Certified Municipal Clerk (CMC) designation. She recognized Ryan Warren and Adrian Sapien for their excellent work in their homicide investigations that led to several arrests. In addition, Monica Travens with Calfire was recognized for her heroic life-saving work in response to a major road accident. She announced that Tanaya Rose has been appointed to the Library, Culture, and Arts Commission and John Moniz has been reappointed to the Parks and Recreation Commission. May is bike month. She mentioned that on May 16, 2024 during "Bike to Wherever Day" from 2:00 p.m. to 4:00 p.m., the City will be hosting an Energizer Station to support participating riders in the Community. The Energizer Station will be located near the Centennial Recreation Center on the West Little Llagas Creek Trail. There will be a Family Health and Wellness Resource Fair on May 18, 2024, from 10:00 a.m. to 2:00 p.m. at the Community and Cultural Center for performances, health screenings, family resources, workshops, and more! She also invited the Community to visit the City’s Corporation Yard on Wednesday, May 22, 2024, from 9:00 a.m. to 11:00 a.m. to celebrate Public Works Week! At this free event, you can meet public works employees, see equipment demonstrations, and learn about the role Public Works professionals play in our everyday life. She concluded by announcing that the San Jose Panthers continue to play their home games at SAP Center and their next home game is on May 25, 2024, against the San Antonio Gunslingers at 6:05 p.m. and then on June 8, 2024, against Tucson.

CITY ATTORNEY'S REPORT
City Attorney Donald Larkin announced that there was no reportable action in the City of Morgan Hill vs. Rocke and Glenda Garcia closed session item. The second closed session item regarding Ten South Acquisitions LLC, which Council gave the authority to enter into a settlement agreement. Under the terms of the agreement, the City would not raise legal obstacles to Ten South Acquisitions LLC project. In exchange, Ten South Acquisitions LLC would agree to maintain at lease 20% of the total units as very low income housing and provide a $2 million contribution towards City infrastructure, among other things.

OTHER REPORTS
Council Member Martinez Beltran announced that on Saturday, May 18, 2024, there will be a children's art exhibit "Expressions about Palestine". This will be held at the Peace Monument from 12:00 p.m. to 4:00 p.m. She also mentioned that she is on the Pennisula Division's Executive Board for the League of California Cities. On May 22, 2024, from 11:30 a.m. to 1:00 p.m. at Cisco, they will be discussing different ballot measures. She spoke about attending the Legislative Action Day for the League of California Cities. She mentioned that the Morgan Hill Education Foundation had a ribbon cutting to support our kids. She thanked the teachers for teachers' appreciation month. She chairs the VTA PAC Committee, and they approved a $4.2 million project

May 15, 2024
5 for the SR 85 corridor program.

PUBLIC COMMENT
Public comment opened at 6:43 p.m. The following person was called to speak:

Krista Rupp
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 Spring
AYES: Council Member Spring, Council Member Borgioli, Council Member Martinez Beltran, Mayor Turner, Mayor Pro Tem 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 the agenda as posted.

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

1. ACCEPTANCE OF FISHER BASIN EXPANSION PROJECT IN THE AMOUNT

May 15, 2024
6 OF $2,488,052
Recommendation:

1. Accept as complete the Fisher Basin Expansion Project;

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

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

2. ADOPT 2024 WASTEWATER COLLECTION SYSTEM MASTER PLAN UPDATE Recommendation:

Adopt the 2024 Wastewater Collection System Master Plan Update.

3. ADOPT MITIGATED NEGATIVE DECLARATION FOR THE EAST DUNNE

AVENUE HILLSIDE WATER RESERVOIR PROJECT
Recommendation:

1. Adopt and certify the project Mitigated Negative Declaration;

2. Approve the Mitigation Monitoring and Reporting Program; and

3. Authorize the City Clerk to file the Mitigated Negative Declaration with the County Recorder's Office.

4. ADOPT ORDINANCE 2354, NEW SERIES, REPEALING AND REPLACING CHAPTER 5.32 (MASSAGE ESTABLISHMENTS AND MASSAGE
PROFESSIONALS PERMIT REQUIREMENTS) OF TITLE 5 (BUSINESS

LICENSES GENERALLY) TO ESTABLISH A PERMITTING PROCEDURE FOR

MASSAGE THERAPY ESTABLISHMENTS AND SERVICES
Recommendation:

Waive the reading, adopt Ordinance No. 2354, 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.

5. ADOPT ORDINANCE 2355, NEW SERIES, AMENDING SECTION 13.20.030 (DEFINITIONS) AND SECTION 13.20.090 (SPECIFIC POLLUTANT LIMITATIONS) OF CHAPTER 13.20 (SEWERS AND INDUSTRIAL WASTE) OF TITLE 13 (PUBLIC SERVICES), TO REGULATE SEWER USE AND SET

UNIFORM REQUIREMENTS FOR DISCHARGES INTO THE WASTEWATER

COLLECTION AND TREATMENT SYSTEM
Recommendation:

Waive the reading, adopt Ordinance No. 2355, 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.

May 15, 2024
7 6. ADOPT RESOLUTION APPROVING FY 2024-25 LIST OF STREET REHABILITATION PROJECTS FUNDED BY SENATE BILL (SB) 1: THE

ROAD REPAIR AND ACCOUNTABILITY ACT
Recommendation:

Adopt a resolution approving a list of street rehabilitation projects for Fiscal Year 2024-25 funded by SB1, the Road Repair and Accountability Act of 2017.

7. APPROVE THE APRIL 24, 2024 CITY COUNCIL MEETING MINUTES Recommendation:

Approve minutes.

8. APPROVE THE FIRST AMENDMENT TO THE AGREEMENT WITH THE

COUNTY OF SANTA CLARA FOR EMERGENCY MEDICAL DISPATCHING

SERVICES
Recommendation:

1. Authorize the City Manager to enter into a one-year amendment to the agreement with the County of Santa Clara for Emergency Medical Dispatch Services for $73,260 with an option to extend for an additional three years, subject to budget appropriation and approval as to form by the City Attorney; and

2. Authorize the City Manager to execute all future agreements with the County of Santa Clara to ensure continued medical dispatch services for our Community.

9. APPROVE THE SECOND AMENDMENT TO PROFESSIONAL SERVICE

AGREEMENT WITH ASSOCIATED ENGINEERING-SURVEYING SERVICE, INC., DBA HANNA-BRUNETTI, FOR ON-CALL MAP REVIEW AND CITY

SURVEYOR SERVICES FOR LAND DEVELOPMENT ENGINEERING
Recommendation:

1. Approve the Second Amendment to the professional service agreement with Hanna-Brunetti for On-Call Map Review and City Surveyor Services for Land Development Engineering to add $40,000 to the contract amount for a total not-to-exceed amount of $100,000 with the term of the agreement unchanged; and

2. Authorize the City Manager to execute the Second Amendment.

10. AWARD 2024 PAVEMENT REHABILITATION PROJECT TO A. TEICHERT & SON, INC. DBA TEICHERT CONSTRUCTION IN THE AMOUNT OF $3,437,968 Recommendation:

May 15, 2024
8 1. Approve 2024 Pavement Rehabilitation plans and specifications;

2. Award contract to A. Teichert & Son, Inc. DBA Teichert Construction for the 2024 Pavement Rehabilitation Project in the amount of $3,437,968;

3. Authorize the expenditure of construction contingency not to exceed $343,797; and

4. Authorize the City Manager to execute and administer the construction contract with A. Teichert & Son, Inc. DBA Teichert Construction.

11. AWARD 2024 SEAL COAT & STRIPING PROJECT TO DRYCO
CONSTRUCTION, INC. IN THE AMOUNT OF $77,241
Recommendation:

1. Award contract to DRYCO Construction, Inc. in the amount of $77,241;

2. Authorize the expenditure of contingency funds not to exceed $7,724; and

3. Authorize City Manager to execute and administer the construction contract with DRYCO Construction, Inc.

12. AWARD ON-CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICE

AGREEMENTS
Recommendation:

1. Award maintenance service agreements to MJR Electric, Inc. and One Day Installation & Repairs, Inc. for up to $100,000 each for on-call electrical maintenance and repair services; and

2. Authorize the City Manager to execute and administer the agreements.

13. RATIFY CITY POSITION ON PENDING LEGISLATION, ASSEMBLY BILL 3035 (PELLERIN) AGRICULTURAL EMPLOYEE HOUSING: STREAMLINED
MINISTERIAL APPROVAL: COUNTIES OF SANTA CLARA AND SANTA CRUZ
Recommendation:

Ratify the City’s support position on pending legislation, Assembly Bill 3035 (Pellerin) Agricultural employee housing: streamlined ministerial approval:

Counties of Santa Clara and Santa Cruz.

PUBLIC HEARINGS

14. CONDUCT PUBLIC HEARING AND ADOPT RESOLUTION TO ESTABLISH OLD MONTEREY ROAD UNDERGROUND UTILITIES DISTRICT NO. 1 – OLD

MONTEREY ROAD FROM LLAGAS ROAD TO MONTEREY ROAD

May 15, 2024
9 Recommendation:

1. Open/Close Public Hearing;

2. Adopt Resolution Establishing Old Monterey Road Underground Utilities District No. 1 - Old Monterey Road from Llagas Road to Monterey Road; and

3. Direct the City Clerk to notify all affected utilities and all persons owning real property within ten (10) days after the date of the adoption of the resolution.

Senior Project Manager Yat Cho provided the report.

The public hearing opened at 6:52 p.m. There being no requests to speak, the public hearing closed.

MOTION:

Approving staff recommendation.

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

OTHER BUSINESS

15. PROVIDE INPUT ON TRANSPORTATION MASTER PLAN GOALS AND

ADOPT SPEED LIMITS IN ACCORDANCE WITH UPDATED ENGINEERING

AND TRAFFIC SURVEY
Recommendation:

1. Provide input and direction on Transportation Master Plan Goals and Priorities;

2. Repeal Resolution No. 15-223 based on 2015 Engineering and Traffic Survey; and

3. Adopt Resolution establishing speed limits on City Streets.

Public Services Director Chris Ghione provided the report and presentation, along with Robert Del Rio and Ruben Rodriguez with Hexagon Transportation

May 15, 2024
10 Consultants.

Public comment opened at 7:55 p.m. There being no requests to speak, public comment closed.

MOTION:

Approving staff recommendations for 15.2 and 15.3.

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

16. APPROVE SOUTH COUNTY RECYCLED WATER DISTRIBUTION MASTER PLAN
Recommendation:

Review and approve final draft of the South County Recycled Water Distribution Master Plan.

Public Services Director Chris Ghione provided the report and presentation, along with David Tucker and Kristen Struve from Valley Water.

Public comment opened at 8:45 p.m. The following people were called to speak:

Doug Muirhead
There being no further requests to speak, public comment closed.

MOTION:

Approving staff recommendation.

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

May 15, 2024
11 Mayor Turner extended the end time of the meeting to no later than 10:30 p.m.

17. INTRODUCE THE RECOMMENDED FY 2024-25 AND FY 2025-26 BIENNIAL OPERATING AND FY 2024-25 THROUGH FY 2029-30 CAPITAL

IMPROVEMENT PROGRAM BUDGETS
Recommendation:

Receive the Introduction to the Recommended Budget Presentation.

Budget Manager Monica Delgado provided the report and presentation.

Public comment opened at 9:18 p.m. There being no requests to speak, public comment closed.

Report received.

18. PROVIDE DIRECTION REGARDING REMOTE PUBLIC COMMENTS AT CITY

COUNCIL MEETINGS
Recommendation:

Provide direction to staff regarding the allowance of remote public comment on Zoom.

City Manager Christina Turner provided the report.

Public comment opened at 9:30 p.m. The following person was called to speak:

Armando Benavidos
There being no further requests to speak, public comment closed.

MOTION:

Approving public comment on Zoom.

RESULT: Failed
MOVER: Council Member Martinez Beltran
SECONDER: None
AYES: None
NAYS: None
ABSTAIN: None
ABSENT: None
MOTION:

Approving public comment on Zoom for items on the agenda only and include a registration process.

May 15, 2024
12 RESULT: Passed
MOVER: Council Member Spring
SECONDER: Council Member Martinez Beltran
AYES: Council Member Spring, Council Member Martinez Beltran, Mayor Pro Tem Librers
NAYS: Council Member Borgioli, Mayor Turner
ABSTAIN: None
ABSENT: None

19. PROVIDE DIRECTION REGARDING OPTIONS FOR PUBLIC ART FUNDING Recommendation:

Receive report and provide direction on policy for public art funding.

Assistant City Manager for Development Services Edith Ramirez provided the report and presentation.

Public comment opened at 10:32 p.m. The following people were called to speak:

David Dindak
Nick Gaich
Amanda Santiago
Marlene Amerian
Suman Ganapathy
Abigail Dunnivan
There being no further requests to speak, public comment closed.

Report received.

Council directed staff to come back with more information.

FUTURE COUNCIL INITIATED AGENDA ITEMS
Council Member Spring would like to have a discussion to clarify the Council's position on festivals.

Council Member Martinez Beltran would like to have a discussion about bringing Viva Calles to Morgan Hill.

ADJOURNMENT
There being no further business, Mayor Turner adjourned the meeting at 11:01 p.m.

Minutes Prepared by:

Kim Mancera, Deputy City Clerk

City Council
Meeting Minutes
Mark Turner - Mayor
Marilyn Librers - Mayor Pro Tem
Gino Borgioli - Council Member
Rene Spring - Council Member
Yvonne Martinez Beltran - Council Member
Wednesday, May 22, 2024 5:00 PM
Council Chamber Building
17555 Peak Avenue, Morgan Hill, CA 95037

CALL TO ORDER
Mayor Turner called the meeting to order at 5:04 p.m.

ROLL CALL ATTENDANCE
City Clerk Michelle Bigelow called the roll.

PRESENT Rene Spring, Gino Borgioli, Yvonne Martinez Beltran, Mark Turner ABSENT Marilyn Librers
Council Member Borgioli arrived at 6:15 p.m.

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

PUBLIC COMMENT
Public comment opened at 5:05 p.m. There being no requests to speak, public comment closed.

ADOPTION OF AGENDA

May 22, 2024
2 MOTION:

Adopting the agenda as posted.

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

BUDGET WORKSHOP

1. REVIEW THE CITY MANAGER'S RECOMMENDED FY 2024-25 AND FY 2025- 26 BIENNIAL OPERATING AND FY 2024-25 THROUGH FY 2029-30 CAPITAL

IMPROVEMENT PROGRAM BUDGETS
Recommendation:

Review and discuss the Recommended Budgets, including Community Funding requests.

City Manager Christina Turner provided an overview of the workshop. She then shared the biennial budget process. She provided an explanation of the City's various funds. She provided a high-level overview of the budget and turned the presentation over to Finance Director Dat Nguyen. Public Services Director Chris Ghione went through the Capital Improvement Budget. The Council reviewed and discussed the City council budget and CommunityFunding.

Public comment opened at 6:08 p.m. The following people were called to speak:

Roger Knopf
Doug Muirhead
Mattie Scariot
Joe Baranowski
Armando Benavides
There being no further requests to speak, public comment closed.

Public comment opened at 8:13 p.m. The following people were called to speak:

Armando Benavides
Doug Muirhead
Kathy Sullivan
There being no further requests to speak, public comment closed.

Public comment opened at 8:40 p.m. There being no requests to speak, public comment closed.

May 22, 2024
3 ADJOURNMENT
There being no further business, Mayor Turner adjourned the meeting at 8:41 p.m.

Minutes Prepared by:

Michelle Bigelow, City Clerk

From: Joe Baranowski
To: Michelle Bigelow
Cc: CC Public Comment
Subject: [EXTERNAL] Public Comment for June 5th CC meeting and two associated slides Date: Wednesday, June 5, 2024 8:02:09 AM
Attachments: Offsite Employee Spending public comment for June 5 CC meeting agenda item 5 .pdf Slides for June 5th City Council public comment on agenda item 5 .pdf Hi Michelle,
I was glad to see that nothing was supplemented yet. Please find the updated public comment (minor corrections) and an associated two page document that I would like to have displayed during my comments on agenda item 5 this evening.

Thanks for your assistance,
Joe
---- On Mon, 03 Jun 2024 17:21:56 -0700 Joe Baranowski <[email protected]> wrote - --
Hello everyone,
I have attached a public comment for the June 5th, 2024 City Council meeting, agenda item #4: Approve the May 22nd, Budget Workshop Minutes to address some comments made during that budget workshop that were either misleading or just made-up. Similar comments have been repeated in important decision-making discussions for YEARS.

Really, that should stop.

Maybe you will agree after considering the attachment,
Regards,
Joe
WARNING: This message is from an external user. Confidential information such as social security numbers, credit card numbers, bank routing numbers, gift card numbers, wire transfer information and other personally identifiable information should not be transmitted to this user. For question, please contact the Morgan Hill IT Department by opening a new helpdesk request online or call 408-909-0055.

Public Comment re. June 5th, 2024 City Council meeting, agenda item #4, Approve the May 22, 2024 Budget Workshop Minutes : specifically a response to these misleading statements during the workshop: https://youtu.be/1M3yPZ9Scm4

Context and Purpose
How ‘jobs’ do and do not support growing General Fund revenue, and thus the fiscal sustainability of the Morgan Hill community, is of critical importance in many decisions and is especially relevant in the ongoing budget discussions. It would seem obvious why some people are asking the staff to provide reasonable estimates for the fiscal contributions (net revenue to the General Fund) that developments already complete or near completion but not yet occupied (‘jobs’) will have during the years which are being forecast in the budget. Unfortunately, not only have reasonable estimates been unavailable, misleading or just made-up statements have been made suggesting ‘jobs’ will directly ensure General Fund revenue from projects / businesses will be sufficient to justify the direct (public services the City must provide) and indirect (use of limited available land) public costs via the sales tax revenue from offsite employee spending.

The completely unsupported, misleading and flat-out wrong story that any development that results in jobs being created must be a good idea because employees will go around town spending their wages thus growing the City sales tax revenue has been oft-told by residents and supporters of developer projects who can be excused for not knowing better and most likely just repeating something they heard. That public employees and elected officials, who have the obligation to make decisions in the Public Interest, are repeating patently false statements and apparently actually believe them should be unacceptable to everyone. To those spreading misinformation, please STOP IT.

Off-site Employee Spending Impact on General Fund : Summary of data and analysis Using industry-standard methodology and current Bureau of Labor Statistics Consumer Expenditure Survey (CES) data, the estimated gross and net General Fund revenue from sales tax resulting from employee spending, also referred to as off-site, indirect or induced revenue, as a function of employee income is:

Notes:
[1] The primary assumption in the analysis is percentage of total employee spending will occur at locations within the City during the year. Assuming 45% capture rate across all categories of expenditures (see methodology below) is very optimistic – meaning the gross and net revenues shown are likely to be greater than actual. [2] Data from July 2020 fiscal impact study by Strategic Economics [1], approximated adjustment for inflation Lowest 20
Percent
Second 20
Percent
Third 20
Percent
Fourth 20
Percent
Highest 20
Percent
Income before taxes (quintile median) $15,103 $41,321 $71,964 $117,021 $255,842 Total Taxable Spending % [note 3] 82.25% 41.01% 32.73% 25.26% 16.67% Toatal Taxable Spending Amount $12,422 $16,948 $23,557 $29,564 $42,658 Estimated Capture Rate within City [note 1] 45% 45% 45% 45% 45% Total off-site spending in City $5,590 $7,626 $10,601 $13,304 $19,196 Gross Sales Tax Revenue to General Fund $56 $76 $106 $133 $192 Estimated Net per-capita cost of services [note 2] ($110) ($110) ($110) ($110) ($110) Net Revenue to General Fund per 'Job' ($54) ($34) ($4) $23 $82 Annual Estimated General Fund Revenue from Off-site Employee Spending vs Wages

[3] Because there is no significant difference between wage classes and no meaningful net contribution to the General Fund, a simplified assumption is often made that the ‘average worker’ will spend 25% - 30% of their annual income on taxable income. Further discussion in the methodology section below explains why a slightly higher (which again would be more ‘optimistic’) percentage for ‘average’ spending across all items and wages results from the current data.

What the data means and answers to anticipated attempts to defend just making it up

1.The amount of gross sales tax revenue generated by off-site employee spending is practically insignificant across all income levels, and the net General Fund revenue taking per-capita expenditures and revenue associated with city services provided to employees into account is negative for employees making less than approximately $100,000 per year.

Whether it be a brain surgeon working in the 155-bed hospital coming to MH in two-years (see video link) or a warehouse worker unloading a truck, the gross sales tax revenue generated by workers eating at McDonalds’ or Williard Hicks, or stopping at Target to buy double-quilted super soft toilet paper or the cheap stuff is very minor.

2.But……a person making $246,000 should generate six times more sales tax than someone making $41,000 ($246,000 / 6) so your analysis is obviously wrong. And, on top of that, if you weren’t trying to be so negative you would have shown higher income brackets because a brain surgeon might easily make $1,476,000 (6 x $246,000) per year and that person would spend six times more on stuff, so even though the economic development team argued that medical offices would only generate property tax and zero ‘other’ taxes when they pitched overlay zones and auto malls, a hospital really will be great for the city budget just like I said.

As the table shows, higher income people spend a smaller percentage of their income on taxable items. You can drink top-shelf liquor, but you can only drink so much, higher wage earners don’t need that much more laundry detergent than low wage earners. Higher income wage earners ‘spend’ a lot more money on savings and investments and things like insurance. The Bureau of Labor Statistics Consumer Expenditure Survey’s use the four different brackets of income shown above.

3.The fact that employee offsite spending does not lead to any meaningful General Fund revenue should not surprise anyone who was paying attention in 2020-21. In the July 2020 Trammell Crow Fiscal Impact analysis, Strategic Economics estimated that “worker spending would be approximately 25% of resident spending, or $3,811 per worker” ($38.11 in gross annual General Fund revenue per employee).

Consultants the City have trusted for years showed that offsite employee spending from 100 employees that “have to eat somewhere” would generate $3,800 per year in total gross revenue. For sake of illustration, pretend the City has no associated costs to provide services to the employees and thus gross and net revenue are the same. What was right in front of anyone who wanted to look is that it would take ~6,600 new ‘jobs’ to support the addition of one sworn officer.

There are as many other cross-checks available as there is time someone wants to spend searching. In December 2020, Menlo Park, a rather affluent city, commissioned the ‘bae urban economics’ group for a “Fiscal Impact Analysis Report for the Proposed Menlo Uptown Project”. The bae consultants determined that taxable sales from worker spending could be estimated accurately enough by using a single average which resulted “in an estimate that workers in Menlo Park spend an average of approximately $3,062 per year on taxable purchases in Menlo Park”. At that time Meno Park’s local sales tax rate was 1%. The gross General Fund revenue per worker per year was estimated to be $30.62. 4) So, you’re saying jobs don’t matter at all? That’s ridiculous! Yes, that would indeed be ridiculous but of course that is NOT what I’m saying. Jobs are important for several reasons:
a) Advanced Manufactures generate business-to-business sales tax that can be much higher than the total combined property taxes when they are producing something that the marketplace values and when they make continual investments in technology and equipment used to grow their business. Skilled employees, (jobs!) are often the most valuable and important resource that such companies need to grow and be successful. The MH General Plan recognizes the importance of encouraging developments that “provide high quality work locations for existing and new businesses”.

Jobs are important because they encourage more jobs when companies that know they must be able to retain existing employees and find new ones are confident that there is a strong base of existing workers. Whether it be ‘traditional’ direct to consumer retail sales tax from general merchandise, apparel or specialty stores, automobiles or restaurants or business-to-business sales and / or use taxes, jobs are OBVIOUSLY critically important.

HOWEVER, there are well-known businesses / industries that depend on workers (jobs) BUT do not, for various reasons, generate the amount of business-to-business taxes that advanced manufacturing businesses do. Employee spending will NOT result in those cases somehow being justified as supportive of the General Fund compared to ANY use case that

generates significant on-site sales, be it retail or business-to-business. Advanced Manufacturing cannot be an economic pillar unless those businesses generate B2B sales tax.
b) Socioeconomic. People need good jobs to have a good quality of life and helping people achieve a good quality of life is in the Public Interest.

Unfortunately, as the current budget discussion has highlighted, when there is not sufficient General Fund revenue, it is not possible to support the many things that will encourage more jobs, or to use public funding in a socially / morally responsible way to support creating more opportunity and upward mobility for residents that require good and stable employment.
c) It is sometimes pointed out that more jobs can lead to more residents working in the City which reduces the number of commuters. That can reasonably be assumed to be a ‘fact’. However, nobody has ever presented any analysis to suggest that ‘jobs’ filled by people who also live in the City will have any meaningful impact on the huge unfunded Transportation Infrastructure needs. I seriously doubt anyone ever will. d) The number of employees can be, and in Morgan Hill is, used to determine Business License ‘taxes’. Which leads directly to the crux of the matter.

OK, offsite employee spending does not generate any revenue. So what? The new buildings are already providing an “uplift’ in property taxes so who cares if some, or maybe a lot, of the space ends up getting filled with uses that don’t generate the business-to-business taxes that advanced manufacturing does? How does any of this impact the budget discussion?
The reason that misleading statements and their resulting implications are so objectionable is because they are masking an important part of the discussion. Many reasons are highlighted for the General Fund problem shown on the next page.

 Wage and benefit, maintenance and practically every expenditure you can name being impacted by Inflation is ‘new’.  Recreation Services ‘cost recovery’, TOT revenue, empty retail all being impacted by Covid is ‘new’.  Per Capita Discretionary Tax Revenue is ‘old’ and a ‘tax adverse’ community is a primary cause?  But what about the thing that is not new? And if that isn’t addressed now is it reasonable to expect it ever will be? And, why is the assumed Tax Measure ‘fix’, and yes there is an assumed Tax Measure, directed so quickly at (primarily) residents?

OK but part of the reason for that ‘fact’ is this:
.

The City has failed to meaningful grow the business-to-business sales tax revenue and as a percentage of total annual sales tax revenue it hasn’t increased since the Economic Blueprint was released and is lower than it was in 2015. The most visible output of economic development has been more auto dealerships.

But, since 2020, approximately 1,400,000 square feet of high-ceiling, nearly windowless, tilt-up concrete structures have

been approved and built (Shoe Palace, Butterfield 5 and Cochrane Technology Center which was originally called Redwood). The entire premise of those buildings, which the City insisted 𝑓𝑟𝑜𝑚 𝑡ℎ𝑒 𝑏𝑒𝑔𝑖𝑛𝑛𝑖𝑛𝑔 were designed to attract 'advanced manufacturing' businesses, was that promoting and encouraging 'speculative' development, despite the objections of the vast majority of residents, was the best way to 'preserve' the limited amount of developable industrial land that 𝑤𝑎𝑠 available. Allowing developers to design buildings whose key architectural features were targeted for warehouse and distribution uses was explained-away as 'just' giving developers the 'flexibility' they needed to make their project 'pencil'. Residents were assured the benefit would be 'good jobs' and the chance to finally grow Business and Industry Sales Tax (B2B) that would support the General Fund - allowing critical services such as Public Safety to be improved.
1,400,000 square feet can accommodate 15-20 new 'advanced manufacturing' businesses and those businesses must generate significant new B2B taxes IF the let them build it (large concrete bunkers) and they will come strategy is to deliver. If B2B does not start to drive a higher percentage of sales tax growth ‘now’, then when? In the meantime….., other cities have a utility tax, but other cities have done what Morgan Hill has talked about for a long time. In Morgan Hill a very large laundry list of incentives (impact fee freeze, Development Services subsidies, statements of overriding concerns, sham traffic analyses, General Plan and Zoning Code amendments, …. ) has been justified because supposedly MH is not ‘business friendly enough’. Which, I assume is the primary reason for this:

Note: As shown the data is from 2020. I assume the numbers have change significantly and probably show an even larger disparity between Morgan Hill and every other city shown. I don’t know the history of Palo Alto’s low business license tax revenue or if it is still the case, but Palo Alto’s ‘Business and Industry’ sales tax category generates approximately 29% of the total annual sales tax revenue.

Nothing has been done to address the above even though there is a well-known issue that isn’t just about how much but how fair.

As the July 2020, HdL ‘Business Tax Analysis and Ordinance Review’ stated:

The City measures the business tax on number of employees or number of units. As with many tax structures that use employees and units, the current method of taxation creates a regressive tax rate. This means the effective tax rate on a business decreases as the size of a business increases. As a result, certain businesses pay over a 100 times the effective tax rate of other businesses. Even those within the same industry can see variances of five (5) or six (6) times a similar business.

How many millions of dollars in General Fund revenue are being impacted or will be impacted by whether B2B sales tax growth expected from advanced manufacturing is realized or not and by an existing Business License Tax structure that has needed action for years? OƯ-site employee spending forecast methodology
There are two commonly used methods to estimate off-site employee spending. As mentioned above, Strategic Economics and others use the International Council of Shopping Centers database of shopping behavior near places of work and correlate it with actual sales in the target city to estimate per worker spending.

It is not an intuitive method. The U.S. Bureau of Labor Statistics Consumer Expenditure Survey (CES) data is extremely granular, available to the public and widely discussed because it is the primary basis for the Consumer Price Index.

Kosmont Companies, another consulting firm the City has used (including in the expert advisory panels that were held when the Industrial Preservation Policy was being drafted) and other well-respected groups, use the CES data in fiscal impact studies, including the example shown below which was for one particular income. The methodology is intuitively simple to understand. The dollar amount that survey participants spend on the categories shown below are tabulated in CES data which is available on state and county level. Four of the reported categories (Food at Home, Vehicle Maintenance and Repair, Drugs, and Medical Supplies) include items that are not taxable. Estimates for the percentage of taxable amounts within those categories are derived from non-listed sources. I have used the same percentages as Kosmont, but the analysis is not that sensitive to any of the estimates except Food at Home. The expenditures as a percentage of the median income in each income bracket is calculated by simple division. As mentioned above, the data

used in the top-level summary is taken from the 2021-2022 Consumer Expenditure Surveys, when CPI was near a multiyear peak. The effect is that the assumed revenue to the General Fund shown is VERY optimistic and most likely higher by ~3% - 5% than it would be in today’s environment.

The full analysis using the data and assumptions stated herein is shown on the next page.

Lowest 20
Percent
Second 20
Percent
Third 20
Percent
Fourth 20
Percent
Highest 20
Percent
Income before taxes $15,103 $41,321 $71,964 $117,021 $255,842 Annual Expenditures
Food at Home $4,280 $5,233 $6,276 $7,145 $9,173
% of income 28.34% 12.66% 8.72% 6.11% 3.59%
Taxable Food at Home (15% of total) % 4.25% 1.90% 1.31% 0.92% 0.54% Food Away from Home $2,090 $2,251 $4,328 $4,815 $7,471
% of income 13.84% 5.45% 6.01% 4.11% 2.92%
Alcoholic Beverages $274 $362 $715 $791 $1,614
% of income 1.82% 0.88% 0.99% 0.68% 0.63%
Housekeeping Supplies $647 $644 $945 $882 $1,306
% of income 4.29% 1.56% 1.31% 0.75% 0.51%
Household Furnishings & Equip $1,268 $1,988 $2,364 $2,944 $6,032 % of income 8.39% 4.81% 3.28% 2.52% 2.36%
Apparel & Services $1,004 $1,531 $2,452 $2,078 $3,384
% of income 6.64% 3.71% 3.41% 1.78% 1.32%
Vehicle Purchases $1,652 $2,263 $3,547 $5,354 $7,390
% of income 10.94% 5.48% 4.93% 4.58% 2.89%
Gas, other fuels, & oil $1,742 $2,596 $3,049 $4,125 $4,292 % of income 11.54% 6.28% 4.24% 3.53% 1.68%
Maintenance & Repair $730 $931 $934 $1,639 $1,542
% of income 4.83% 2.25% 1.30% 1.40% 0.60%
Taxable Maint&Repair (50% of total) % 2.42% 1.13% 0.65% 0.70% 0.30% Drugs $411 $412 $452 $507 $719
% of income 2.72% 1.00% 0.63% 0.43% 0.28%
Taxable Drugs (50% of total) % 1.36% 0.50% 0.31% 0.22% 0.14% Medical Supples $101 $225 $140 $237 $257
% of income 0.67% 0.54% 0.19% 0.20% 0.10%
Entertainment $1,564 $2,531 $3,031 $4,602 $6,611
% of income 10.35% 6.13% 4.21% 3.93% 2.58%
Personal Care prod & srvcs $502 $699 $1,033 $1,167 $1,437 % of income 3.33% 1.69% 1.44% 1.00% 0.56%
Reading $79 $122 $106 $154 $186
% of income 0.52% 0.30% 0.15% 0.13% 0.07%
Tobacco Related $286 $276 $213 $271 $172
% of income 1.89% 0.67% 0.30% 0.23% 0.07%
Total Taxable and Non-Taxable 110.11% 53.41% 41.11% 31.37% 20.16% Total Taxable Spending % 82.25% 41.01% 32.73% 25.26% 16.67% Toatal Taxable Spending Amount $12,422 $16,948 $23,557 $29,564 $42,658 Estimated Capture Rate withing City 45% 45% 45% 45% 45% Total off-site spending in City $5,590 $7,626 $10,601 $13,304 $19,196 Gross Sales Tax Revenue to General Fund $56 $76 $106 $133 $192 Estimated Net per-capita cost of services ($110) ($110) ($110) ($110) ($110) Net Revenue to General Fund per 'JOB' ($54) ($34) ($4) $23 $82 BLS Consumer Expenditure Survey, California: Quintiles of income before taxes, 2021–2022 [1] https://www.bls.gov/cex/tables/geographic/mean/2022/cu-state-ca-income-quintiles-before-taxes-2-year-average-2022.htm

Lowest 20
Percent
Second 20
Percent
Third 20
Percent
Fourth 20
Percent
Highest 20
Percent
Income before taxes (quintile median) $15,103 $41,321 $71,964 $117,021 $255,842 Total Taxable Spending % 82.25% 41.01% 32.73% 25.26% 16.67% Toatal Taxable Spending Amount $12,422 $16,948 $23,557 $29,564 $42,658 Estimated Capture Rate within City 45% 45% 45% 45% 45%
Total off-site employee spending in City $5,590 $7,626 $10,601 $13,304 $19,196 Gross Sales Tax Revenue to General Fund $56 $76 $106 $133 $192 Estimated Net per-capita cost of services ($110) ($110) ($110) ($110) ($110) Net Revenue to General Fund per 'Job' ($54) ($34) ($4) $23 $82 Annual Estimated General Fund Revenue from Off-site Employee Spending vs Wages Bureau of Labor Statistics Consumer Expenditure Survey , Annual Expenditures California 2021 - 2022

14%
10%
8%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
Autos &
Transportation
State & County
Pools
General &
Consumer Goods
Fuels & Service
Stations
Restaurants &
Hotels
Building &
Construction
Business &
Industry
Food & Drugs
FY14-15
FY18-19
FY22_23
Advanced Manufacturing - an Economic Pillar?
"The City of Morgan Hill has developed a significant competitive advantage with the development of new industrial properties to support the development and investment of innovation, advanced manufacturing, and research and development (R&D) users."
Where is economic return? If it doesn't show up as 1,400,000 square feet of competitive advantage is filled then when? Without B2B contribution, the net effect of property tax 'uplift' on a per-capita basis is far less than any recent market rate residential unit which are all supposedly 'bad'.

General Fund Annual Sales Tax Revenue - percentage of total by economic category

6 CITY COUNCIL STAFF REPORT
MEETING DATE: June 5, 2024
PREPARED BY:

Cynthia Iwanaga, Management Analyst
APPROVED BY: City Manager

AWARD CONTRACTS FOR EMERGENCY ON-CALL SPILL RESPONSE

CLEANUP SERVICES

RECOMMENDATION(S)

1. Award service agreements to GrayMar Environmental Services, Inc. ("GrayMar"), HCI Environmental & Engineering Service ("HCI"), and Clean Harbors Environmental Services, Inc. ("Clean Harbors") for emergency on-call spill response cleanup services for up to $100,000 each; and

2. Authorize the City Manager to execute and administer the Agreements.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Protecting the Environment and Preserving Open Space and Agricultural Land 2024-2025 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

The purpose of this report is to provide the City Council with an opportunity to consider awarding agreements to GrayMar Environmental Services, Inc. ("GrayMar"), HCI Environmental & Engineering Service ("HCI"), and Clean Harbors Environmental Services, Inc. ("Clean Harbors"), for emergency on-call spill response cleanup services in the amount of $100,000 each (Attachments 1 through 3).

Most spills on public property in the City of Morgan Hill do not pose an immediate threat to human health or the environment (e.g. paint, oil, sanitary sewer leaks, etc.) and are routinely dealt with by City staff. Occasionally, there are spills (e.g. large spills, extremely hazardous materials, etc.) that are beyond the City staff's resources, and expertise, and contracted help is needed. The proposed contracts are designed to address these latter uncommon spills.

After an oil spill in 2015 made it clear that it would be wise to have an established

6 contractor in place when spill emergencies do occur, the Environmental Services Division released a Request for Proposals (RFP) for emergency spill cleanup services, and entered into contracts with three contractors in order to have spill cleanup services available on an on-call basis.

As the City's current emergency on-call spill response service agreements expire on June 30, 2024, this RFP was issued on March 18, 2024. The RFP was advertised in the Morgan Hill Times on March 15, 2024. The bids were posted on the City of Morgan Hill website, Public Purchase online bid service, and the County of Santa Clara Builders Exchange. All contractors responding to the RFP were required to possess relevant required licenses, and meet insurance and permit requirements of the city, state and federal governments, as well as all other requirements of the law, to perform the required services.

On April 22, 2024, three proposals were received in response to the RFP from GrayMar, HCI, and Clean Harbors. An evaluation committee comprised of Environmental Services and Maintenance Services staff evaluated and scored the three proposals. The proposals were first evaluated based on narrative responses to questions regarding previous experience, work quality, client relations, spill response time, qualifications, and well-organized communication systems. Proposals that received a minimum 55 of 70 possible points then had their cost proposals reviewed to determine which proposals offered the best overall value to the city. It should be noted that staffing requirements, equipment, and other resources needed for an incident vary based upon the circumstances of a given spill, the recommended cleanup technology, and methodologies. Cost proposals received for the service agreements reflect resources that could be used in a typical spill based upon each contractor's experience. A comparison of average hourly rates is attached to this report as Attachment 4.

Staff recommends establishing on-call service agreements with all three firms. Having multiple agreements in place will provide the City with flexibility during urgent circumstances, and enable staff to select the firm that can respond the fastest during spill emergencies. If approved by the City Council, the term of the agreements would begin on July 1, 2024 and end on June 30, 2026 with options to extend each agreement for three, one-year periods.

COMMUNITY ENGAGEMENT:

Since emergency spill response cleanup services are an expected City service, no specific engagement activities were conducted in association with the proposed emergency on-call spill response cleanup service agreements.

ALTERNATIVE ACTIONS:

An alternative action would be to approve a service agreement with only one or two firms. This would limit the City's ability to obtain contractor help in an emergency if they were unavailable during the emergency.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

6 The City Council previously awarded contracts for emergency on-call spill response cleanup services to All Clean Hazardous Waste Removal, Inc. and Disaster Kleenup Specialists on February 19, 2020, and those contracts are now expiring, which necessitated this RFP process.

FISCAL AND RESOURCE IMPACT:

The funds to pay for normal emergency cleanup services are included in the City's street maintenance budget. The total not-to-exceed amount was set at $100,000 to ensure that the contracts' maximum amounts do not restrict the City's capacity to obtain the needed emergency spill response cleanup services in a timely manner in order to limit a disruption to service or public safety issues.

CEQA (California Environmental Quality Act):

Not a Project
The approval of a contract for emergency spill response services to be provided is not a project as defined in Section 15378 of the State CEQA Guidelines. Should response actually be necessary, the response will likely be Categorically Exempt per Class 30, Minor Actions to Prevent, Minimize, Stabilize, Mitigate or Eliminate the Release of Threat of Hazardous Waste or Hazardous Substances.

1 Updated August 2023

SERVICE AGREEMENT
Graymar Environmental Services, 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 GrayMar Environmental Services, Inc., a Washington corporation ("SERVICE PROVIDER") duly authorized to do business in California and will remain so during the term of this Agreement, 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, 2026 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 three one-year extensions. 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 cleanup of emergency hazardous material spills as further described in Exhibit A.

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

4.1. Amount. $100,000.00. Total compensation to SERVICE PROVIDER under this Agreement during its initial term set forth in Section 2 above shall not exceed One Hundred Thousand 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.

2 Updated August 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 of CITY is authorized to terminate this Agreement, in whole or in part, on behalf of CITY.

5.1. Non-Appropriations. Notwithstanding anything contained in this Agreement to the contrary, if insufficient funds are appropriated, or funds are otherwise unavailable in the budget for CITY for any reason whatsoever in any fiscal year, for payments due under this Agreement, CITY will immediately notify 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 shall perform all work and services under this Agreement in conformance with the time schedule set forth on Exhibit C, "Schedule of Performance," attached hereto and incorporated herein by this reference. CITY'S City Manager is authorized on behalf of CITY to modify the timeframes set forth on the Schedule of Performance within the term of this Agreement. If 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 CITY'S City Manager, or his/her delegate, to do so, and any such storage shall occur only in the manner and location allowed by such CITY official and entirely at SERVICE PROVIDER's sole risk.

7. Hazardous Materials. Without limiting any other requirement or obligation of SERVICE PROVIDER under this Agreement, because SERVICE PROVIDER will be handling material or chemical potentially 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.

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.

3 Updated August 2023

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/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to 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. Because 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 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

4 Updated August 2023
(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 the 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.

8.1.7. Crime/Fidelity Bond. If the performance of SERVICE PROVIDER’S work or service under this Agreement relates to or involves handling of CITY monies, SERVICE PROVIDER shall procure and maintain Crime insurance, in the minimum amount of: (i) three hundred thousand dollars ($300,000.00) per occurrence, covering all SERVICE PROVIDER’S officers and employees, for loss of CITY monies caused by dishonesty and/or theft.

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.

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 selfinsurance and shall be at least as broad as ISO Form CG 20 01.

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8.2.2. Workers Compensation.

Because 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 the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY.

A "material change" is a change that results in non-compliance with any insurance requirements in this section 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 the 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 orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

10.2. 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

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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 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

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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:

GrayMar Environmental Services, Inc.
601 S. Pioneer Way, Ste. F#218
Moses Lake, Washington 98837
Address of CITY is as follows:

Tanya Carothers, ESD
Administrator
City of Morgan Hill
17575 Peak Ave.

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.

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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 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

9 Updated August 2023
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.

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.

28. Notice Of Security and/or Privacy Incident. If SERVICE PROVIDER, or its subcontractor, suspect, discover or are notified of a data security incident or potential breach of security and/or privacy relating to CITY PII, PHI and/or PCI, SERVICE PROVIDER shall immediately, but in no event later than forty-eight (48) hours from suspicion, discovery or notification of the incident or potential breach, notify CITY of such incident or potential breach. SERVICE PROVIDER shall, upon CITY’s request, investigate such incident or potential breach, inform the CITY of the results of any such investigation, and assist the CITY in maintaining the confidentiality of such information. In addition to the foregoing, SERVICE PROVIDER shall provide CITY with any assistance necessary to comply with any state and/or federal laws requiring the provision of notice of any privacy incident or security breach with respect to any CITY PII, PHI and/or PCI to the affected or impacted individuals and/or organizations, in addition to any notification to applicable state and federal agencies.

SERVICE PROVIDER agrees that it shall reimburse CITY for all expenses, costs, attorneys’ fees, and resulting fines, penalties, and damages associated with such incident, breach, investigation and/or notification.

29. 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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30. 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: GRAYMAR ENVIRONMENTAL SERVICES,
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

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EXHIBIT A

SCOPE OF SERVICES
Service Provider shall provide quick and efficient cleanup of hazardous material spill incidents. All necessary equipment and expertise shall be made readily available to the City when emergency spill cleanup is required. The purpose of the on-call contract is to expedite spill response times in order to minimize potential impacts to human health and the environment.

Services may range from cleanup of hazardous materials spilled in a worst-case scenario train derailment with tanker cars, to more common cleanups including small oil spills, paint dumped in a gutter or cleanup of unknown materials from a leaking abandoned hazmat drum.

Maximum response time to be on-scene for standard clean-ups from the time of request for services is two (2) hours depending upon the type of spill.

All hazardous waste must be transported and disposed of according to local, state, and federal law.

Service provider is responsible for complying with the applicable laws and regulations in the importing country and transit countries for any hazardous waste disposed of outside of the United States.

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
Please see attached rate sheets.

15 Name of Service Provider: Graymar Environmental Services, Inc.

Attachment A
City of Morgan Hill
Cost Proposal: Emergency On-Call Spill Response Services

COST PROPOSAL FORM
Bid
Item
Description of
Bid Item
Approx. Quantity/
Unit of Measure Unit Price
Travel Distance from Business Location to City of Morgan Hill: 141 miles Estimated Time Required to be On-Scene from the Time of Request for Services: 2.5 hour or less(2-hours of less with personnel if working closer to Morgan Hill)
1 Travel to Morgan Hill
- Cost to Transport Cleanup Equipment and
Materials
Per Mile/ Per
Vehicle Included in other fees
2 Labor
- List typical staff positions involved in
cleanups and their hourly billing rate Per Hour/ Per
Person
Regular Time / ER & Overtime
(in USD $)
Incident Commander 195.00
Senior Project Manager 165.00
Environmental Engineer 160.00
Environmental Scientist 160.00
Health and Safety Manager 145.00
Project Manager 110.00 / 132.30
Chemist 95.00 / 119.00
Project Coordinator 86.00 / 112.30
Supervisor 92.00 / 112.30
HAZMAT Driver 88.00 / 112.00
Equipment Operator 88.00 / 112.00
HAZMAT Technician 84.00 / 112.30
Office Administrator 45.00
3 Equipment Required
- List equipment that may be used for
cleanups and hourly cost to operate
Per Hour/ Per Unit
½ ton Pickup Truck $ 65.00
One Ton Stake Bed Truck $ 95.00
100 BBKL Black Iron Vacuum Truck $ 110.00
100 BBL Stainless Steel Acid Vacuum Truck $ 110.00
Front End Loader / Backhoe $ 110.00

16 Roll Off Single Bin Tuck $ 120.00
Emergency Response Truck $ 95.00
20-30 Drum Bobtail Van $ 95.00
40 – 60 Drum Semi- Van $ 145.00
Pressure Washer $ 45.00
4-Gas Meter Day Rate $ 325.00
Confined Space Entry Equipment Day Rate $ 395.00

SEE ATTACHED RATE SHEET FOR ADDITIONAL
ITEMS
4 Materials
- List materials that may be used in cleanups
and cost per unit (e.g. absorbents)
Per Unit
Absorbent Pillow / Squares $ 4.00
Level D PPE $ 30.00
Drum, Open Head Poly, Reconditioned, 55-Gal. Recon $ 65.00 Drum, Open Poly, 16-Gal. $ 62.00
Drum, Open Poly, 30-Gal. $ 85.00
Drum, Poly, 5-Gal. $ 35.00
Drum, Steel, Reconditioned, 55-Gal. $ 75.00
Flexible Waste Container, 1 Cubic Yard $ 135.00
Lab-Pak box, 10-Gal., poly liner included $ 32.00
Lab-Pak box, 20-Gal., poly liner included $ 38.00
Lab-Pak box, 30-Gal., poly liner included $ 40.00
Lab-Pak box, 55-Gal., poly liner included $ 46.00
Lab-Pak box, 5-Gal., poly liner included $ 26.00

SEE ATTACHED RATE SHEET FOR ADDITIONAL
ITEMS
5 Hazardous Waste Disposal
- List tasks associated with hazardous waste
disposal and associated fees, including travel
costs
Per Task
EPA Manifest Fee $ 60.00
Stop/Recovery Fee $ 300.00
Washout $ 660.00
Drum Transportation – (30-gallon thru 55-gal) $ 38.00
Drum Transportation – (6-gallon thru 20-gal) $ 30.00
Drum Transportation – (1-gallon thru 5-gal) $ 25.00
Drum Transportation – (Cubic yard box or flex-bag) $ 48.00 Waste Disposal (HAZARDOUS, NON-HAZARDOUS,

OR BIO-HAZARDOUS)
ACTUAL INVOICE COST +18%

SEE ATTACHED RATE SHEET FOR ADDITIONAL
ITEMS

17 THIS FORM MUST BE USED WHEN SUBMITTING PROPOSAL

COST PROPOSAL FORM
Bid
Item
Description of
Bid Item
Approx. Quantity/
Unit of Measure Unit Price
6 Completion of a Cleanup Summary Report
- Should include a basic list of
emergency cleanup tasks completed
and, if applicable, recommendations
for long-term follow-up
actions/remediation
Per Incident $ 180.00
7 Administrative Fees Per Incident $ 90.00
8 Other Foreseeable Cleanup Tasks Not
Listed Above
SEE ATTACHED GRAYMAR 2024 RATE SHEET FOR FULL LISTING OF SERVICE PRICING FOR THE CITY OF MORGAN HILL UNDER THIS CONTRACT.

SEE ATTACHED GRAYMAR 2024 RATE SHEET FOR FULL LISTING OF SERVICE PRICING FOR THE CITY OF MORGAN HILL UNDER THIS CONTRACT.

UOM
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
Personnel Notes:

DAY
DAY
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
Roll Off Truck Straight 120.00
6 . Surcharges apply for remote sites and prevailing wage projects.

Vacuum Truck, Straight
145.00
125.00
Technician

PERSONNEL
Office Administrator
Environmental Engineer
Price
Vessel Operator
Incident Commander 195.00
Driver 88.00
165.00
160.00
160.00
145.00
110.00

95.00 86.00

92.00 88.00
Description
2024 Rate Sheet
Project Manager
Guzzler w/High Rail
Project Coordinator
Per Diem
145.00
225.00

65.00 95.00
120.00
5 . Rate categories apply to personnel working during specified times of day regardless of the number of hours worked for the Client on that particular day.

55.00 Dump Truck w/Trailer, 8-Axle 150.00

EQUIPMENT - POWERED TRUCKS (NON-OPERATED)
Service Truck
Dump Truck, 5-Axle
145.00
145.00
130.00
365.00
Senior Project Manager
Health and Safety Manager
Environmental Scientist
Tractor w/End Dump Trailer

88.00 2 . Straight Time - Monday through Friday from 0700-1500, including a chargeable 1/2 hour meal break. 3 . Overtime - Monday through Friday 1500 to 1900 and the 1st 8 hours on Saturday. OT = 1.5 x the hourly rate.

4. Double Time - Monday through Friday from 1900-0700, all subsequent hours on Saturday, and all hours on Sunday and holidays. DT = 2.0 x the hourly rate.

Tractor w/7k-10k Gal Vacuum Trailer 225.00
Supervisor
Lodging (rate subject to surcharge)
1 . Minimum call-out is four (4) hours per person. Personnel are charged in half-hour increments. Charges are portal-to portal.

PER DIEM / LODGING (PER PERSON)
Box Truck
Chemist
Equipment Operator
Tractor w/Roll Off Trailer
Tractor w/Vacuum Trailer
Tractor w/Dry Van
Confined Space Rescue Technician

84.00 45.00

88.00 Tractor w/Flatbed/Lowboy Trailer
High Powered Vacuum Truck/Guzzler/Vactor 325.00

UOM
DAY
DAY
DAY
DAY
DAY
DAY
DAY
HR
HR
HR
DAY
DAY
DAY
HR
HR
DAY
HR
HR
Day
FT
DAY
DAY
DAY
DAY
DAY
DAY
DAY
DAY
DAY
DAY
DAY
DAY
DAY
FT
HR
HR
HR
HR
DAY
DAY
Hydroblaster Hose 4.25
Skid Mounted Vacuum System 105.00
Trailer Mounted Mini-Guzzler 105.00
Technical Response Trailer 950.00
Ramps, Roll Off Bin 350.00
110.00
495.00
Weir Skimmer 395.00
Jackhammer, Up to 90Lb
Portable Lights
425.00
Power Broom
Pneumatic Chipping Gun 95.00
125.00
1050.00
1500.00
125.00
High Pressure Washer Surface Cleaner 165.00
2024 Rate Sheet
Air Compressor 100-385 CFM
Description Price
495.00
Drum Vacuum
Electric Drum Pump
210.00
Vessel, 12-14' with Motor
Vessel, 23-26' with Motor 285.00
Drum Skimmer
High Pressure Blaster - 20,000 PSI 150HP
2D/Automated Nozzle (High Pressure Blaster)
3D / Automated Nozzle (High Pressure Blaster)

SUPPORT EQUIPMENT
Pressure Washer
Jetter Trailer

MARINE RESPONSE EQUIPMENT

65.00 80.00
350.00
295.00
285.00
165.00
High Pressure Blaster - 10,000 PSI 150 HP
1" - 4" Pump, Petroleum and Chemical
295.00
240.00
Utility / Support Trailer
195.00
125.00
High Pressure Blaster Dry Dump System
Emergency Response Trailer

91.00 Steel Nibbler, Pneumatic 122.00
Hydroblaster Foot Pedal
Incident Command Trailer
Intrinsically Safe Drop Light 95.00
ATV 450.00
Dump Trailer
1250.00
125.00
Containment Boom - Per Foot Per Day 3.15
250.00
Light Tower, Towable
Generator 3.5 to 7.5 kW
285.00

PNEUMATIC POWER TOOLS
3/4" Drill, Rotary Hammer
Vessel, 15-17' with Motor
Vessel, 18-22' with Motor

75.00 45.00
125.00
Boat/Workskiff without Motor

FT
DAY
DAY
UOM
DAY
DAY
EA
DAY
DAY
DAY
DAY
DAY
FT
FT
FT
DAY
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
HR
Pallet Jack DAY
Drum Dolly DAY
DAY
DAY
DAY
DAY
DAY
DAY
HR
325.00
125.00
Price
1/2" Dynamic Rope
Lumex RA915+ Mercury Vapor Analyzer
Mercury Vapor Analyzer
Description

30.00 Draeger Tube
165.00
1050.00
950.00

1.50 PFD's

65.00 SAFETY MONITORING EQUIPMENT
125.00
Excavator 51 - 90 Ton 345.00
225.00
295.00
240.00
Mini Excavator

MATERIAL HANDLING/SUPPORT EQUIPMENT
Forklift 65.00

HOSES/PIPE
275.00
Personal Air Pump
Radiological Meter

2.00 3.50
Excavator 21 - 50 Ton 285.00
Backhoe
1" - 6" Pump Hose

HEAVY EQUIPMENT (NON-OPERATED)

5.50 Wash Hose, 1/2" x 50' 15.00
110.00
Excavator W/Shear Attachment 385.00
Excavator 10 - 20 Ton

96.00 VHF Marine Radio 35.00
225.00

35.00 Skidsteer Sweeper Attachment
Loader, 3 Yard Bucket
Cut-Off Saw
Plate Compactor
Skidsteer
Dozer (D6 or Equivalent) 225.00

65.00 Roller, 66" or Equivalent

96.00 Telehandler 96.00

45.00 Concrete Saw 50.00
Sawzall

95.00 Water Truck
185.00
PID Meter

90.00 Skidsteer Drum Attachment
115.00
4 Gas/5 Gas Meter
Skidsteer Fork Attachment
160.00
6" Flex Hose
Draeger Air Monitoring Pump
4" Flex Hose
2024 Rate Sheet
Impact Drill 65.00