Agenda packet — Morgan Hill City Council, June 19, 2024 (part 2 of 4)

4 Updated February 2024

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.

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

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.

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CITY. A "material change" is a change that results in non-compliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

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

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 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.

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.

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a judgment, decision, or order that was not previously disclosed, CONSULTANT shall inform the City Attorney, no more than fifteen (15) days after the judgment, decision or order becomes final or of learning of the final judgment, decision or order. CONSULTANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide the City Attorney with documentary evidence of compliance with the final judgment, decision or order within five (5) days of satisfying the final judgment, decision or order. The City reserves the right to require CONSULTANT to enter into an agreement with the City regarding the manner in which any such final judgment, decision, or order will be satisfied.

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

CSG CONSULTANTS INC.
550 Pilgrim Drive
Foster City, CA 94404
Address of CITY is as follows:

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Eric Blomquist
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

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

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

16. Maintenance of Records.

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

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

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

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

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

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

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

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

21. Defense and Indemnification.

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

21.3. 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.

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

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California Civil Code § 1654, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.

25. Notice of Security and/or Privacy Incident. If CONSULTANT, or its subconsultant, 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, CONSULTANT 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. CONSULTANT 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, CONSULTANT 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. CONSULTANT 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.

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 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.

28. ☐ 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.

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. / / /
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[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:

City Attorney By:

Donald A. Larkin
Print Name
Date: Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or
Vice President
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 Cyrus Kianpour, President
5/29/2024
Nourdin Khayata, Secretary
5/29/2024

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EXHIBIT A

SCOPE OF SERVICES
CONSULTANT shall provide CITY with plan review services through registered engineers and/or ICC certified, engineers with a range of experiences including LEED, OSHPD 3 and CASp. Projects may include residential new construction, residential additions, residential remodels, commercial new construction, commercial remodels, and tenant improvements.

Plan review services may include:
• Residential and Non-Residential Building Plan Review
• Structural Only Plan Review
• Expedited Building Plan Review
• Building Plan Review
• Fire Plan Review
• CASp Consultation
• Expedited Plan Review
CSG will coordinate the pickup and return of all plans via CSG staff or licensed courier service.

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
CONSULTANT fee schedule will be based on a percentage of the City's building plan check fee and include initial plan review and two subsequent reviews. Additional reviews, deferred submittals, revisions and RFls will be charged at the appropriate hourly rate below. RFls for larger developments will be performed at an hourly rate, and turnaround times will be agreed upon in advance with CITY.

REVIEW TYPE / ROLE ALL INCLUSIVE FEE/ HOURLY RATE
Residential and Non-Residential Building Plan Review 65% of City's Building Plan Check Fee Structural Only Plan Review 50% of City's Building Plan Check Fee Expedited Building Plan Review Building Plan Review 90% of City's Building Plan Check Fee Fire Plan Review $140
CASp Consultation $156
Building Plan Review $141
Expedited Plan Review 1.5 x Hourly Rate
All hourly rates include salaries, benefits, workers compensation insurance, local travel and miscellaneous office expenses. Should the scope of work change, or circumstances develop which necessitate special handling, CONSULTANT will notify CITY prior to proceeding. Overtime services will be billed at 1.5x the applicable hourly rate. On each anniversary of the contract start date, CSG will initiate a rate increase for all hourly rates based on change in CPI for the applicable region.

CONSULTANT will invoice once a month for services rendered during the previous month.

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EXHIBIT C

SCHEDULE OF PERFORMANCE

TYPE OF REVIEW INITIAL REVIEW RE-CHECK
(BUSINESS DAYS) (BUSINESS DAYS)
Residential New Construction 10 5
Residential Additions 10 5
Small Residential Remodels 10 5
Commercial New Construction
& Large/Complex Projects *1 10 5
Commercial Additions 10 5
Small Commercial Remodels/
Tenant Improvements 10 5
Expedited 5 5
*1Turnaround time may vary with the complexity and magnitude of the project. If a review is anticipated to take longer than the maximum turnaround time, CONSTULANT will notify the CITY'S representative and negotiate additional time required to ensure an appropriate level of review.

The number of working days associated with the plan check turnaround time is based on time of project submittal. The first working day will be the day the project is received by CONSTULANT if submitted by 3:00 PM. For a project that is received by CONSULTANT after 3:00 PM, the first working day will be the next business day.

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5 CITY COUNCIL STAFF REPORT
MEETING DATE: June 19, 2024
PREPARED BY:

Jennie Tucker, Recreation Manager
APPROVED BY: City Manager

APPROVE A TWO-YEAR CONSULTANT AGREEMENT WITH PLANET
FUTSAL, INC. DBA FUTSAL KINGZ TO PROVIDE YOUTH FUTSAL,

SOCCER CLASSES, AND CAMPS FOR A TOTAL NOT TO EXCEED
AMOUNT OF $150,000

RECOMMENDATION(S)
Authorize the City Manager to execute a two-year consultant agreement with Planet Futsal, Inc. DBA Futsal Kingz to provide youth futsal, soccer classes, and camps not to exceed to $150,000, with a one-year extension option, subject to budget appropriation.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Supporting our Youth, Seniors, and Entire Community
2024-2025 Strategic Priorities
Fiscal Sustainability
Guiding Documents
Bikeways, Trails, and Recreation Master Plan
REPORT NARRATIVE:

The Parks and Recreation Division regularly engages independent contractors for the delivery of recreational activities and programs to the Morgan Hill and surrounding community. Upon acceptance of a contractor proposal, staff works with the contractor to determine the specifications of the activity, facility availability, participant minimums and maximums, and participant age range. All contractors set their own prices and schedules for their activities or programs. The Division advertises the programs in the activity guide and manages all enrollment and registration. The contractor invoices the City for sixty percent (60%) of the total class revenue.

Planet Futsal, INC. DBA Futsal Kingz has been providing their services to the City of Morgan Hill for the past few years and staff has received positive feedback from participants. Traditionally, all instructor agreements are executed to not exceed sixty thousand ($60,000), which is within the threshold for the City Manager's approval. Due to the popularity of Futsal Kingz, the course offerings and enrollment have expanded and will now exceed the threshold for City Manager approval and therefore require City

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COMMUNITY ENGAGEMENT:

Involve
The success of classes and programs offered by independent contractors in the Parks and Recreation Division, relies heavily on participation from the community. The community is involved in the ultimate success of the program by continuing to enroll in classes and programs.

ALTERNATIVE ACTIONS:

The City Council could decide not to approve the agreement and direct staff to reduce the number of courses offered by this independent contractor, resulting in a negative impact on customer satisfaction and loss of revenue for the City.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council has not taken prior action on this agreement. The amount of the previous agreements was under the threshold for City Council approval.

FISCAL AND RESOURCE IMPACT:

The agreement is subject to budget appropriation by City Council. Funding of the $150,000 is included in the Fiscal Year 2024-2025 and 2025-2026 recommended biennial budget, in the General Fund (010), within the Parks and Recreation Division (010.2140.42226). The expenditures are fully offset by revenue.

CEQA (California Environmental Quality Act):

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

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CONSULTANT AGREEMENT
Planet Futsal, Inc. DBA Futsal Kingz
THIS AGREEMENT is entered into and becomes effective on _______________ (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Planet Futsal, Inc. DBA Futsal Kingz 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, 2026 at which time CONSULTANT’S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum period of one year. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSULTANT shall be to provide youth futsal and soccer classes and/or camps.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. 60% of the resident-member registration fees to CONSULTANT. Compensation under this Agreement during its initial term set forth in Section 2 above shall not exceed $150,000(ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS). 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 a monthly invoice containing the dated, detailed, and itemized descriptions of all services performed by CONSULTANT. All invoices shall be sent to the CITY addressed to the department head or project manager identified below in Section 14 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). CITY shall pay for services and expenses (if so provided) up to the limit of compensation set forth above, that in the CITY’s judgment were necessary and reasonable. Services for work performed and expenses incurred in excess of the total compensation set forth in paragraph 4.1 above shall be at no cost to CITY.

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

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CONSULTANT. The City Manager of CITY is authorized to terminate this AGREEMENT, in whole or in part, on behalf of CITY.

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. If CONSULTANT desires to leave or store any of CONSULTANT's equipment at a CITY site while CONSULTANT is performing work or service pursuant to this Agreement, CONSULTANT will first obtain the consent of CITY's City Manager, or his/her delegate, to do so, and any such storage shall occur only in the manner and location allowed by such CITY official and entirely at CONSULTANT's sole risk.

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

7.1. Insurance Types and Amounts.

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

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

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CONSULTANT shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.

7.1.4. 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.

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.

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

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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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Certificate Holder address:

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

8. Background Checks. CONSULTANT, as well as their employees, subcontractors, and volunteers (hereinafter collectively “STAFF”), must satisfy the following requirements, prior to providing in-person or virtual services contracted with the CITY:

8.1. CONSULTANT STAFF must pass a background check using LiveScan. If an individual has been convicted of a crime other than a minor traffic violation, the individual cannot work or be present in any CITY facility unless he/she receives a criminal record exemption from the CITY.

8.2. CONSULTANT must designate a human resources administrator responsible for attestation to background check requirement.

8.3. CONSULTANT designated human resources administrator shall not attest for their own background check. Background checks for these individuals shall be submitted to the CITY for review.

8.4. CONSULTANT shall not attest for their own, or for any person legally related to CONSULTANT, background check. Background checks for these individuals shall be submitted to the CITY for review.

8.5. CONSULTANTS with limited numbers of employees may request individual background check(s) through the City as an alternative to provisions 8.1 through 8.4 in this ection.

8.6. CONSULTANT is responsible for all costs associated with the background checks for its STAFF.

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. 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 any basis prohibited by State and 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: 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.

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

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

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

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12. 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.

13. 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.

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 CONSULTANT is as follows:

Planet Futsal, Inc. DBA Futsal Kingz
14938 Camden Ave, Ste 93
San Jose, CA 95124
Address of CITY is as follows:

Public Services Director
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
with a copy to:

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

15. Licenses, Permits and Fees. 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.

16. 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.

17. Maintenance of Records.

17.1. 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.

17.2. 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

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performance of this Agreement for a period of three years after final payment under the Agreement.

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

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

18. 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.

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 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.

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. 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”).

22.2. 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.

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 CONSULTANT.

22.4. 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 22 and any amount due CITY from CONSULTANT arising from CONSULTANT's failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.

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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 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.

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 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.

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.

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 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.

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

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

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

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: Planet Futsal, Inc. DBA Futsal Kingz City Attorney By:

Donald A. Larkin Name
& Title:

Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or
Vice President
Date:

By:

Name
& Title:

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 RCSD.Docx

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6 CITY COUNCIL STAFF REPORT
MEETING DATE: June 19, 2024
PREPARED BY:

Rebecca Garcia, Housing Director
APPROVED BY: City Manager

APPROVE CONSULTANT AGREEMENT WITH HOUSEKEYS, INC FOR

BELOW MARKET RATE (BMR) HOMEOWNERSHIP AND RENTAL

PROGRAM ADMINISTRATION SERVICES

RECOMMENDATION(S)

1. Approve Consultant Agreement for Below Market Rate Housing (BMR) Homeownership and Rental Program services through June 30, 2028, for $2,489,095 from July 1, 2024 – June 30, 2028 with optional extension; and

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

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Supporting our Youth, Seniors, and Entire Community
Enhancing Diversity and Inclusiveness
2024-2025 Strategic Priorities
Affordable Housing and Homelessness
Guiding Documents
Morgan Hill 2035 General Plan
REPORT NARRATIVE:

The City of Morgan Hill's Below Market Rate Housing (BMR) Homeownership and Rental Program helps qualifying buyers and renters obtain affordably priced homes and apartments. Today, the BMR Program portfolio comprises 600 Below Market Rate ownership and rental income-restricted units in over 89 subdivisions. These numbers exclude the number of resale units that are processed each year. New housing construction is required to make 10 to 15 percent of all units affordable based on the affordable requirements of the Inclusionary Housing Ordinance. The Program requires asset management, education, monitoring, and compliance.

Participating homebuyers and renters must be income-eligible. Homebuyers must be pre-approved to qualify for a fixed-rate, fixed-term mortgage financially and must have a minimum 3 percent down payment from their funds to purchase a home. Applicants are

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6 placed in a lottery for an opportunity to purchase or rent a unit when it becomes available, either through new construction or resale/vacancy of an existing unit. Priority in the lottery is provided for eligible buyers who live or work within the city limits. BMR units have a resale affordability restriction recorded on the title to preserve the long-term affordability of the unit for an additional 45 years (ownership) and 55 years (rental) at the time of sale or lease. The BMR monthly rental prices are consistent with the State's Housing Community Development's income guidelines and adjusted for household size.

HouseKeys, Inc. administers the City’s BMR Program on behalf of the City. The program administration includes the sale or rental of BMR units, marketing, outreach and education, qualification of homebuyers and renters; and general asset management, which includes monitoring for compliance, providing annual BMR valuation updates to the County Tax Assessor, and many other activities required to maintain the integrity and sustainability of the BMR program. HouseKeys also provides support and guidance on complex transactional scenarios that arise as a result of administering a robust portfolio with varying historical rules and requirements, “layered” down payment assistance, and various financing structures and sources of funds.

Housekeys has been administering the City's BMR Program since 2015. Over the past two contracted years, HouseKeys has committed more resources to homeownership, rental, technology, and customer service to improve its ability to implement the Inclusionary Housing Ordinance. This includes hosting 190 online and in-person events, in both English and Spanish, for prospective rental and homeownership applicants with nearly 1,100 attendees. This team also fielded 74 service tickets from existing homeowners in the program. In the last two years, 1,090 new households applied for the homeownership program and 1,228 applied for the rental program. The current applicant pool managed by HouseKeys is 9,976. The interest for affordable rental product is equally strong and growing. Over 400 applications were received for the first 12 (of 78 total) affordable rental units at the 389 Vida At Morgan Hill Apartments located on Butterfield Blvd. There were 401 applications for 2 vacancies at Morgan Ranch.

For the Homeownership program, Houskeys helped the community navigate through a difficult lending environment when interest rates jumped from below 3.0% to over 7.0%.

Many BMR participants were challenged to qualify for housing. This impacted the sale of BMR units in projects like Jasper by Trumark, located on Monterey Road, which included 15 for-sale Moderate-Income Inclusionary Units that were priced at $675,600.

In response, HouseKeys discounted its fee to the builder by $200,000 to negotiate a reprice of $599,000 per unit, attracting 540 applicants after only getting 25 applicants in the first round. The Houskeys marketing team also launched the Andalusia Project by Dividend, which attracted 135 applicants for 4 Low-Income Units, and onboarded two projects by Brookfield and Toll Brothers that will add 19 new Moderate-Income ownership units to the program.

HouseKeys possesses unique historical knowledge of the City’s program and remains the single business that can fulfill the comprehensive service requirements of the 40+ year BMR portfolio. The City has also benefited from the expertise that HouseKeys

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6 provides as the BMR administrator for 23 cities throughout California. Additionally, Housekeys has been a valuable partner in the continuous evaluation of Morgan Hill's BMR Program--one of the region's oldest, largest, rapidly growing affordable housing portfolios. Consistent with the proposed FY 2024-25 and 2025-26 City Budget, it is recommended that the Council approve the HouseKeys Agreement for continued BMR administration services for a four-year term through June 30, 2028, for $2,489,095. A one-year extension with a five percent increase is authorized subject to budget appropriations. The annual cost to the City is consistent with previous administration fees, accounting for an annual five percent increase. The contract is reflective of the size of the BMR portfolio and projected growth.

COMMUNITY ENGAGEMENT:

This report serves to inform the community on the proposed consultant agreement with HouseKeys.

ALTERNATIVE ACTIONS:

The Council could choose not to approve the proposed contract. Should Council not approve the proposed contract, staff asks that Council provide further direction regarding the management of the BMR program or, alternatively, direct staff to return to Council with alternative options for management.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On July 15, 2015, the Council adopted a transition plan to contract with Nyanda & Associates (HouseKeys) to provide the continued administration of the BMR program.

On May 18, 2016, the Council approved an agreement with HouseKeys for BMR administration services for FY 2016-17 for $500,000.

On December 7, 2016, the Council approved a contract amendment which extended HouseKeys BMR administration contract through FY 2017-18 for an additional $500,000. Additionally, at that time, loan administration services were added to Housekey’s scope of work for FY 2016-17 and 2017-18 for $50,000 in total.

On May 16, 2018, the Council approved an agreement with HouseKeys for BMR Administration for FY 2018-19 and FY 2019-20 in the amount of $1,050,000, with a oneyear extension option.

On June 2, 2021, the Council approved the amendment to the HouseKeys agreement for BMR administration services through June 30, 2022, for $550,000 each year.

On June 15, 2022, the Council approved the HouseKeys agreement for BMR services through June 30, 2024, for $550,000 each year, totaling $1,100,000 from July 1, 2022– June 30, 2024.

FISCAL AND RESOURCE IMPACT:

The agreement for BMR services is for $2,489,095 from July 1, 2024, to June 30, 2028,

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6 and the cost for the first two years of the agreement are included in the recommended Fiscal Years 2024-25 and 2025-26 Budget.

CEQA (California Environmental Quality Act):

This is not a Project; it is an administrative activity that will not result in direct or indirect physical changes in the environment.

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CONSULTANT AGREEMENT
HOUSEKEYS 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 HOUSEKEYS INC. 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 July 1, 2024 until June 30, 2028 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 provided the compensation does not exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSULTANT shall be to administer Morgan Hill's Below Market Rate Ownership and Rental Housing Program as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $2,489,095.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Two Million Four Hundred Eighty-Nine Thousand and Ninety-Five Dollars , and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficient funds therefor, and the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement. In no event shall such increased compensation allowed to be paid to CONSULTANT for the extended term exceed the amount paid for the immediately preceding year of service plus five percent.

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.

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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.

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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.

7.1.4. 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 claimsmade policy, CONSULTANT shall provide written evidence of such insurance to the CITY for at least five (5) years after the completion of work performed under this Agreement.

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

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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).

7.2.2. Workers Compensation.

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

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requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

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

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.

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

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

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

Address of CONSULTANT is as follows:

Housekeys, Inc.
358 Digital Drive
Morgan Hill, CA. 95037
Address of CITY is as follows:

Name: Rebecca
Garcia 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

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16. Maintenance of Records.

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

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

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

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,

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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, including any claims that the City’s adopted policies or practices violate any state or federal law or policy or any other claims that are outside the control of Housekeys or its agents and/or employees.

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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9 Updated February 2024
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, CONSULTANT 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. CONSULTANT 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.

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10 Updated February 2024

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

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

APPROVED AS TO FORM: Housekeys, Inc.

City Attorney By:

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

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

By:

Print Name and Title of Signer.

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

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EXHIBIT A

SCOPE OF SERVICES
HouseKeys Contract Scope of Work 2024-2028 Contract Term Scope of Work
A. Introduction
Administrator provides program administration services for 4 City of Morgan Hill Programs.

Program Name Inventory Type Current Unit Count New Units Projected

1. Affordable Homeownership Below
Market Rate (BMR) Program (inclusive of
Residential Development Control System
(RDCS) units & Inclusionary Housing
Ordinance units (IHO).

Homeownership 480 Currently there are 100
ownership units
approved; however, the
number of units going
through the entitlement
process is around 300, this
is an estimate and subject
to change.

2. Affordable Rental Program Rental 93 Currently there are 80 rental units approved;
however, this is an
estimate and subject to
change as it does not
include potential projects
in the development
pipeline not yet approved.

CalHome Mortgage Downpayment
Assistance Program
Finance 12
BEGIN Downpayment Assistance Finance 101
Administrator will serve as the City’s public interface to homebuilders, housing industry professionals, residents, and members of the public. This includes overall management and implementation of program policies as they may change from time to time with a goal of maintaining a minimum service level for Morgan Hill residents and those looking to move to Morgan Hill.

Administrator will serve as resident consultant to help bridge the gap between industry practices in mortgage lending, property management, and real estate sales with program policies. Additionally, Administrator preserves institutional knowledge about program practices and policies through staff turnover and changes in elected offices. Best practices and learnings will come from experience with Morgan Hill’s programs as well as experience in other jurisdictions with similar program goals.

B. Program Development, Improvement and Maintenance
Each Program’s policies will be formalized in a Program Guide Program Name Program Guide Document
Affordable Homeownership Program (AKA BMR Ownership Program) 1. Homebuyer Application Guide

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2. Homeowner Participation Guide
a. Enforcement Section

3. Developer Compliance Guide
Affordable Rental Program (AKA BMR Rental Program) 1. Renter Application Guide

2. Tenant Participation Guide

3. Developer, Owner and Property
Management Compliance Guide
Morgan Hill CalHome Mortgage Assistance Program 1. Homebuyer Application Guide

2. Homeowner (Borrower)
Participation Guide

3. Servicing Compliance Guide
Morgan Hill BEGIN Downpayment Assistance 1. Homebuyer Application Guide

2. Homeowner (Borrower)
Participation Guide

3. Servicing Compliance Guide
# Scope Description Additional Notes (if Applicable)
Guidelines. Administrator will review and annually update BMR Program Guidelines and Policies in conjunction with direction from City Council, City Manager, and Staff as needed.

See Program Guide Chart above
Legal Templates. Administrator will partner with the City to review legal templates for documents required for signature by homebuilders, housing industry professionals, program applicants and participants.

Consultant shall supply documents typically used in residential real estate transactions (e.g., purchase and sale, lease, loan fundings, disclosures, acknowledgements, addendums, etc.)
Applicants include prospective
renters and buyers.

Participants include program
homeowners, tenants, and
borrowers
Vendor Management. Administrator will create and maintain a list of approved vendors for the homeownership and finance programs. This includes loan officers, lenders, real estate agents, appraisers, escrow companies, and other third-party vendors critical to the purchase transaction. The list will be posted on the website and the process for becoming an approved vendor will be drafted and posted on the website.

C. Program Inventory and Records Management
# Scope Description Additional Notes (if Applicable)
Recordkeeping. Administrator shall maintain the City’s existing database of hard copy and electronic files, applications, transaction records, property address, agreements, notes, and trust deeds and will be made available to City staff on an ongoing basis All electronic records, databases, and correspondence will be considered work products that are property of the City of Morgan Hill and made available and updated monthly. The administrator will update City’s records as needed and notify city of updates to ensure a coordinated seamless recordkeeping process.

Unit Tracking. Administrator will work with City staff to coordinate tracking of affordable and finance units produced.

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D. Program Operations – New Construction Pipeline, Application and Transaction Management # Scope Description Additional Notes (if Applicable)
Applicant Pool Management. Administrator will ensure year-round availability of signups from prospective applicants for each of the programs mentioned above. This will include maintaining an active interest list, identified by timestamp and application number.

Administrator will serve as a point-of-contact for all inbound programs inquiries by email, website form, and phone.

Project Onboarding. Administrator will work alongside staff to onboard new construction projects with affordable for-sale or rental units. This includes drafting a marketing plan, unit delivery timeline, and unit location audit. Administrator will do its part to ensure developers comply with their affordable housing agreements at all phases of the initial sale and lease-up, and any required deliverables in the operating phase of the project (e.g., annual rental compliance). Develop an Affirmative Marketing Plan Template and require below market rate housing providers to develop Marketing Plans based on the template to reduce patterns of segregation and encourage integration in housing by promoting housing choices and opportunities regardless of one’s protected characteristics, such as race, color, religion, national origin, or disability.

Initial Price and Initial Rent Calculations. Administrator will perform procedures to determine maximum sales price and rent for new construction projects, and update these figures as income limits change annually, and provide both the methodology and the sales price to the City and developer for posting on the City’s Housing webpage and the HouseKeys Morgan Hill webpage.

Applicant Selection. Administrator will conduct all required selection processes (e.g., Lottery Selection) in a fair and transparent manner that conforms to fair housing and affirmative marketing standards in partnership with City Staff.

Processing and Underwriting. Administrator will process and underwrite applications submitted by prospective buyers, renters, and borrowers. This includes household size, income, employment, and asset verification.

Transaction Management. Administrator shall act as a transaction coordinator for new construction projects, charging fees in line with approved fee schedules. For rental projects, developer shall have the option to choose the Administrator to complete workflows related to the affordable housing agreement.

See Fee Schedule attached as Exhibit D
Document Handling. Administrator will ensure accuracy, timely preparation, signature, and delivery of all necessary documents needed to complete programs transactions. The administrator will coordinate with all parties to these transactions as well. This includes escrow documents for purchase, lease documents for rental, and loan documents for financing programs.

E. Program Operations – Existing Portfolio Management, Monitoring, Compliance & Enforcement

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# Scope Description Additional Notes (if Applicable)
Participant Roster Management. Administrator will maintain a list of active participants in the program including homeowners, tenants, and borrowers. This list will be updated as transactions take place (E.g., home sale or lease vacancy)
Ticket and Case Management. Administrator will serve as a point-ofcontact for all inquiries and request for information on potential refinances, home resales, vacancies, compliance issues, troubleshooting and other matters that come up concerning the programs. All requests for service will be tracked as a “ticket” and any compliance-related matters will be tracked as a “case” and reported to City staff within 48 hours to the City and to measure the time it takes to resolve the issue.

The City will be notified of the initial request and subsequently notified when the ticket is closed out.
2-Sided Transaction Management for Unit Turnover. Administrator will coordinate the two-sided transactions that involve a home resale or rental vacancy. This includes assisting homeowners to sell their home according to the deed restriction and property management companies to fill a vacancy according to the project agreement. On the other side, HouseKeys is engaging applicants, running selection workflows, processing and underwriting using application data, document handling, and transaction management.

Payoffs, Max Price, and Max Rent Calculations. Administrator will respond to requests for loan payoffs, maximum restricted resale price, and maximum rents. Calculations will include determining capital improvement credits for homeowners who’ve made substantial upgrades and account for proper depreciation. The administrator will create a user friendly feature to the website that allows a BMR owner to calculate the resale price themselves.

Conduct Compliance Exercises – Homeownership. Administrator will work alongside staff to complete monitoring exercises, including but not limited to:

1. Mailing Self-Certification Letters to Homeowners Biannual

2. Utilizing Data from County Assessor and City Utility Records to confirm Occupancy

3. Track Self-Certification responses and maintain a list of homeowners who are non-compliant

4. Work with Staff to identify and cure any default issues related to non-compliance. Provide a monthly update to Staff.

Conduct Annual Compliance Exercises – Rental. Administrator will work alongside staff to complete monitoring exercises, including but not limited to:

1. Collect Project-Level Documents to ensure rents charged conform to program requirements (e.g., rent roll, property status report, management plan, selection criteria, etc.)

2. Delivering compliance packets to the property management site teams to be distributed to tenants

3. Audit tenant packages (e.g., up to 25%) to confirm that tenants meet income requirements.

4. Work with Staff to cure any default issue related to noncompliance.

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Default Management and Loss Mitigation. Administrator will work alongside staff to act on cases involving default or potential loss. This will include:

1. Conducting follow-up interviews with homeowners, property managers, or tenants

2. Provide staff with calculations and valuations needed to assess the feasibility of any proposed action

3. Maintain a log of active cases with quarterly status reports

4. For legal matters, all cases will be referred to the City Attorney’s Office and Administrator will provide the office with any information needed to assist with the case
All escalations involving legal
assistance will be considered “out of
scope” and subject to Special Project
Fee hourly rates
F. Program Reporting
# Scope Description Additional Notes (if Applicable)
Monthly Reporting. Administrator will provide the city with monthly reports reflecting the following:

1. Number of new program applicants for each program

2. Number of active Drawings for available homes for rent or sale

3. Number of Drawing Entrants for each Drawing

4. Number of Active Resales and Vacancies

5. Number of Active New Construction Units for Sale or Rent

6. Name and Number of Developers with New Units for Sale or Rent

7. New Homeownership Portfolio Findings: Notices of Default, Notices of Sale, or Bankruptcy Filings

8. New Service Ticket Requests from Homeowners (E.g, Refinance, Sale)

9. New Service Ticket Requests from Property Managers (E.g., Vacancies)

10. New Transactions Completed (e.g., Homes Sold, Leases Signed)

11. Workshops held and Scheduled in English and Spanish

12. Workshop Attendance Reports in English and Spanish

13. Active Asset Management Cases with Status

14. Total Revenue Generated from Program Transactions
Staff Reports. Administrator will assist Staff to prepare staff reports that involve the housing programs in its scope. This may include recommending a best practice or amendment to an existing policy to improve program delivery. An example of this is when we changed the minimum DPA return.

County Assessor and other 3rd Party Reports. Administrator will furnish the County Assessor and other approved third-parties with reports on the maximum restricted sale price of homeownership units and other required data, and provide a copy to City Staff annually at the same time it is provided to County Assessor.

G. Program Marketing, Content Development, and Customer Service # Scope Description Additional Notes (if Applicable)

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Program Materials. Administrator will prepare and update program pamphlets, handouts, flyers, presentations, and guides to assist program applicants, participants, partners, and other stakeholders to better understand the programs within its scope.

Program Website and Social Media. Administrator will maintain a program web presence that will link to the City of Morgan Hill website.

Additionally, Administrator will provide web and social media content in both English and Spanish
Outreach and Presentations. Administrator will host at least 6 outreach events per year in the City of Morgan Hill. This includes at least 2 presentations in Spanish. These events will be hosted at community locations, including local business and school sites.

Administrator will also participate in up to 3 “general affordable housing educational events, including in-person and virtual townhalls, farmers markets, city and school festivals, and other community events.

Customer Service. Administrator will maintain acceptable response times for inbound emails, service requests, and phone calls. This includes, but is not limited to:

1. Phone calls returned within 48 hours

2. Emails returned within 48 hours

3. Scheduling Onsite Appointments with Applicants

4. Respond to Service Ticket Requests that come in through the website within 48 hours

5. Administrator will provide HouseKeys staff to be located at City Hall a minimum of 2 times a month for 8 hours to serve as a knowledgeable and consistent liaison to both staff and
residents, enhancing customer service to the city and residents.

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Exhibit B
City of Morgan Hill
Annual HouseKeys Budget and Schedule of Compensation Rates and Costs 2024* Department Breakdown as of 2024
Executive $ 250,000.00
Single-Family Ownership Programs $ 700,000.00
Multi-Family Rental Programs $ 500,000.00
Housing Finance Programs $ 110,000.00
Customer Service and Support $ 420,000.00
Product, Data, and Technology $ 945,000.00
Communications $ 120,000.00
Legal $ 200,000.00
Total Department Expense $ 3,245,000.00
Total Annual Budget* $ 3,844,000.00
Income Sought from Other Sources $ 3,266,500.00
1 st Year Payment from City of Morgan Hill $ 577,500.00 *Note: Out years assumes budget growth in line with 5% growth in Morgan Hill contract along with other revenue sources • This is a 4-year contract
• Year one beginning July 1, 2024, is for $577,500 (a 5% increase from the current $550,000) • Year two is for $606,375 beginning July 1, 2025, and a 5% embedded incremental increase each year after for the 4-year term.

Schedule of Compensations Rates:

Year 1: $577,500
Year 2: $606,375 (5%: 577,500 + $28,875.00)
Year 3: $636,693 (5%: 606,375 + $30,318.00)
Year 4: $668,527 (5%: 636,693 + $31,834.00)
Total: $2,489,095.00
Distribution of Payments
Time Frame and Total Initial Payment on July 1 Payment July 1 to June 30th Year 1: $577,500 $120,000.00 $38,125 First Friday of each month Year 2: $606,375 $120,000.00 $40,531.25 First Friday of each month Year 3: $636,693 $120,000.00 $43,057.75 First Friday of each month Year 4: $668,527 $120,000.00 $45,710.58 First Friday of each month

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EXHIBIT C

SCHEDULE OF PERFORMANCE
During the term of this CONSULTANT Agreement, CONSULTANT will continue administration of the CITY'S BMR (Below Market Rate) Ownership and Rental Program, and the CITY’s BEGIN and CalHome Program.

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EXHIBIT D
HOUSEKEYS FEE SCHEDULE (2024-2025) – Morgan Hill
# Description Fee1 Fee Cap / Max Billed To
1 Program Administration Determined by Contract Agency
2 Rental Unit Processing Fee
(New Construction/Existing
Vacancies)
Up to $1,500.00 per
lease transaction
Up to $1,500
per lease
transaction
Developer
[Agreement]
3 Rental Annual Compliance
Recertification Process Fee
(100% of resident files)
Up to $150 per unit Up to $150 per unit Developer
[Agreement]
4 Project-level Annual Review No fee No fee No fee
5 Tenant-level Annual Review
(10% of resident files)
No fee No fee No fee
6 Loan Processing
Transaction Fee
$1,250.00 per
transaction2
$1,250.00 per
transaction
Owner / Lender
7 Refinance & Document
Processing Fee
$500 per
transaction2
$500 per
transaction
Homeowner
[Agreement]
8 New Ownership Sales
Transaction Fee
3% of Sales
Price
Maximum
$18,000.00
Minimum
$5,000.00
Developer
[Agreement]
9 Ownership Resale Transaction
Fee
6% of
New Sales Price
Maximum
$36,000.00
Homeowner /
Added to Sales
Price [Agreement]
10 Acquisition and Ownership
Resale / Rehab Transaction
Fee
5% of Resale
Restriction Price
plus 5% of
New Sales Price
Maximum
$60,000.00
Homeowner /
Added to Sales
Price [Agreement]
11 Billing Rate for Projects
Outside of Contract Scope
$250.00 / hour $250.00 / hour Up-Front
Scope /
Agency
1 All Fees will be considered new fees. Any legacy legal agreements with fee structures written in the recorded documents will be honored and a discount will be applied, provided HouseKeys agrees. 13 Updated May 2024

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7 CITY COUNCIL STAFF REPORT
MEETING DATE: June 19, 2024
PREPARED BY:

Maria Angeles, Senior Civil Engineer
APPROVED BY: City Manager

APPROVE ENGINEERING-RELATED CONSULTANT AGREEMENTS

FOR DESIGN PROFESSIONALS FOR ON-CALL ENGINEERING PLAN

REVIEW & TECHNICAL SUPPORT SERVICES, AND ON-CALL MAP

REVIEW & CITY SURVEYOR SERVICES

RECOMMENDATION(S)
Approve and authorize the City Manager to execute and administer six agreements to be specifically authorized by the City Manager:

1. CSG CONSULTANTS, INC. in the amount of $1,324,130, and $883,836 additional compensation on an extended two-year term, for a total agreement amount not to exceed $2,207,966 to provide both On-Call Engineering Plan Review & Technical Support Services, and On-Call Map Review & City Surveyor Services;

2. HARRIS & ASSOCIATES, INC. in the amount of $519,000, and $390,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $909,000 to provide On-Call Engineering Plan Review & Technical Support Services;

3. GHIRARDELLI ASSOCIATES, INC. in the amount of $126,000, and $96,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $222,000 to provide On-Call Engineering Plan Review & Technical Support Services;

4. ASSOCIATED ENGINEERING-SURVEYING SERVICE, INC., doing business as HANNA-BRUNETTI in the amount of $144,000, and $109,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $253,000 to provide On-Call Map Review & City Surveyor Services;

5. RUGGERI-JENSEN-AZAR (RJA) in the amount of $39,000, and $29,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $68,000 to provide On-Call Map Review & City Surveyor Services; and

6. MNS ENGINEERS, INC. in the amount of $39,000, and $29,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $68,000 to provide On-Call Map Review & City Surveyor Services.

COUNCIL PRIORITIES, GOALS & STRATEGIES

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7 City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space and Agricultural Land Maintaining and Enhancing Infrastructure
2024-2025 Strategic Priorities
Fiscal Sustainability
Guiding Documents
Economic Blueprint
Storm Drain Master Plan
Water System Master Plan
Wastewater System Master Plan
REPORT NARRATIVE:

Staff augmentation services are a critical need for the City’s Engineering functions. The City uses consultants in line with the sustainable budget strategy to ensure required workload is accomplished as an alternative to bringing on additional staff. This approach allows for on-call services that can be used as needed to support the review of private development projects, program management, and other general engineering service and technical support functions for the Engineering Division.

Over the course of many years, the City has contracted with consultants to assist with land development engineering review, map review, stormwater and floodplain management program tasks, construction inspection, and other technical support services. It is anticipated that consultant services will continue to be needed for Fiscal Years (FY) 2024-25 through 2026-27 for development application reviews (especially to keep up with the accelerated permit processing timeline required by California Senate Bill 330 (SB 330)), stormwater program and floodplain management program activities.

On February 27, 2024, Engineering staff issued a Request for Qualifications (RFQ) for two service categories: On-Call Engineering Plan Review & Technical Support Services, and On-Call Map Review & City Surveyor Services.

The objective of the RFQ was to establish two separate on-call lists, with a maximum of four pre-qualified and experienced firms per list, for plan review & technical support, and map review and City Surveyor services. The two on-call lists will be valid for three years with the possibility of two, one-year term extensions.

There were eight firms that submitted their qualifications by the due date of March 28, 2024 for the On-Call Engineering Plan Review & Technical Support Services and eight firms for the On-Call Map Review & City Surveyor Services.

The proposals were evaluated by a four-member selection committee using the following criteria: Qualifications and Experience, Ability to Meet Project Timelines, Understanding of Services & Approach, and Overall Proposal. Attached is the Scoring Summary (Attachment A).

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7 Staff Recommendations
After a thorough evaluation by the selection committee, staff recommends that the following firms be included in the two on-call lists:

Engineering Plan Review & Technical Support Services

1. CSG Consultants, Inc.

2. Harris & Associates, Inc.

3. Ghirardelli Associates, Inc.

Map Review & City Surveyor Services

1. Hanna-Brunetti

2. CSG Consultants, Inc.

3. Ruggeri-Jensen-Azar (RJA)

4. MNS Engineers, Inc.

The firms listed above, with the exception of Ghirardelli Associates, Inc., all have conducted work in the City in the past and demonstrated quality performance.

In addition to the standard consultant agreements, staff is also recommending City Council approval of additional compensation for each consultant for an extended twoyear term. The additional compensation is to cover anticipated work for two more years following the initial three-year term of the agreements.

Staff is recommending the following agreement amounts for Council approval:

Consultant Name Initial
Agreement
Amount
Additional
Compensation
Amount
Total
Agreement
Amount

1. CSG Consultants, Inc.

On-Call Engineering Plan Review & Technical
Support Services
$1,285,130 $854,836 $2,139,966
On-Call Map Review & City Surveyor Services $39,000 $29,000 $68,000 Totals $1,324,130 $883,836 $2,207,966

2. Harris & Associates, Inc.

On-Call Engineering Plan Review & Technical
Support Services
$519,000 $390,000 $909,000

3. Ghirardelli Associates, Inc.

On-Call Engineering Plan Review & Technical
Support Services
$126,000 $96,000 $222,000

4. Hanna-Brunetti
On-Call Map Review & City Surveyor Services
$144,000 $109,000 $253,000

5. Ruggeri-Jensen-Azar (RJA)
On-Call Map Review & City Surveyor Services
$39,000 $29,000 $68,000

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7 6. MNS Engineers, Inc.

On-Call Map Review & City Surveyor Services
$39,000 $29,000 $68,000

COMMUNITY ENGAGEMENT:

Inform
This report serves to inform the community of the six recommended agreement approvals for the Engineering Division and to provide a summary of the RFQ selection results.

The RFQ issued on February 27, 2024, was posted on the City’s website and in Public Purchase until the RFQ due date of March 28, 2024. A separate solicitation email was sent to the engineering consultants that have done work in the City of Morgan Hill.

ALTERNATIVE ACTIONS:

The Council may wish to provide alternate direction on soliciting consultant services for the City’s Engineering-related functions. Alternate direction may include the City Council having staff solicit new consultant proposals or approving a limited number of proposals.

These alternative actions are not recommended and may delay the review/approval of projects, especially residential development projects, and may delay the completion of certain stormwater project reviews. These delays could result in fines or lawsuits against the City should the staff be unable to meet required State mandates.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

There are no prior City Council nor Commission actions related to the proposed agreement approvals.

FISCAL AND RESOURCE IMPACT:

The funding for the agreements for on-call services will come from the Development Services Fund 206 for development projects and from the Capital Improvement Program for other as-needed technical support services.

CEQA (California Environmental Quality Act):

Not a Project
Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment are exempted from environmental review under Section 15061(b)(3) of the State CEQA Guidelines. The agreements are covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

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Consultant Name A. Overall Proposal B. Qualifications & Experience
C. Ability to Meet Project
Timelines
D. Understanding of
Services & Approach Total Points
1 CSG Consultants, Inc. 39 178 53 86 356
2 Harris & Associates 40 180 46 90 356
3 Ghirardelli Associates 39 180 44 70 333
4 MNS Engineers, Inc. 39 175 43 50 307
5 SNG & Associates, Inc. 38 167 43 51 299
6 Northstar 38 155 39 48 280
7 Ponticello Enterprises Consulting Engineers 37 160 33 42 272 8 Bureau Veritas North America, Inc. 34 144 34 44 256
Consultant Name A. Overall Proposal B. Qualifications & Experience
C. Ability to Meet Project
Timelines
D. Understanding of
Services & Approach Total Points
1 Hanna‐Brunetti 24 181 52 82 339
2 CSG Consultants, Inc. 38 172 41 83 334
3 Ruggeri‐Jensen‐Azar (RJA) 37 170 47 76 330
4 MNS Engineers, Inc. 38 170 47 73 328
5 Kier + Wright 34 170 52 68 324
6 R.E.Y. Engineers, Inc. 38 175 43 63 319
7 GUIDA 37 168 38 67 310
8 Northstar 38 168 39 62 307

SCORING SUMMARY

EVALUATION CRITERIA

MAP REVIEW & CITY SURVEYOR SERVICES

ENGINEERING PLAN REVIEW & TECHNICAL SUPPORT SERVICES

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1 Revised June 2024

CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
CSG CONSULTANTS, 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 CSG CONSULTANTS, INC., 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 July 1, 2024 until June 30, 2027 (“Initial Term”) at which time CONSULTANT’S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum of two additional one-year extensions (“Extended Term”). 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 1) On-Call Engineering Plan Review & Technical Support Services; and 2) On-Call Map Review and City Surveyor Services for the Engineering Division as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $1,324,130. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed One Million Three Hundred Twenty Four Thousand One Hundred Thirty dollars, and shall be billed based on the rate and basis set forth in Exhibit B. The City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT during the 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 the amount set forth in Section 4.1.1 below.

4.1.1. Additional Compensation. The City Manager shall have the authority to approve additional compensation in an amount not to exceed $883,836 during the Extended Term, for a combined total maximum compensation amount of $2,207,966.

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.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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2 Revised June 2024

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 DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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

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

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.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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

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

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

01. 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.

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

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

Certificate Holder address:

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

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

9. Compliance with Law.

9.2. 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.

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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MANNER IN WHICH IT WILL SATISFY – ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.

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

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

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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Address of CONSULTANT is as follows:

CSG CONSULTANTS, INC.
3150 Almaden Expressway, Suite 255
San Jose, CA 95118
Address of CITY is as follows:

Maria Angeles
Senior Civil Engineer
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
with a copy to:

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

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

16. Maintenance of Records.

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.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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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.

21. Defense and Indemnification.

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

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

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

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

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this Section (21) and any amount due CITY from CONSULTANT arising from CONSULTANT’S failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.

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

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28. ☒ 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.

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

ATTEST: CITY OF MORGAN HILL

City Clerk/Deputy City Clerk City Manager
Michelle Bigelow

Christina J. Turner
Print Name Print Name

Date: Date:

APPROVED AS TO FORM: CSG CONSULTANTS, INC.

City Attorney By:

Donald A. Larkin

Cyrus Kianpour, President
Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date:

By:

Nourdin Khayata, Secretary

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6 6/11/2024
6/11/2024

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EXHIBIT A

SCOPE OF SERVICES
A. On-Call Engineering Plan Review & Technical Support Services The following are the types of tasks that are included in the CONSULTANT'S scope of services:

1. Standard and Expedited engineering plan review of improvement plans for conformance with adopted City standards, approved conditions of approval, and/or accepted industry practice, and to meet the established time limits for post-entitlement phase of residential permits subject to California Assembly Bill No. 2234. Plans and reports to be reviewed, include but are not limited to, grading, drainage, utilities, joint trench, streetlighting, traffic signal, signing/striping, traffic control plans, Stormwater Pollution Prevention Plans (SWPPP), geotechnical reports, and traffic studies.

2. Review storm drain and/or sanitary sewer hydraulic calculations for conformance with City standards and/or accepted industry practice.

3. Review the civil engineering and site planning aspects of tentative maps and other land development entitlement applications for conformance with City standards, and to meet the established time limits for residential projects eligible for processing under California Senate Bill No. 330.

4. Review of Post-Construction Stormwater Runoff Management Plans (SWRMPs) and Stormwater Control Plans submitted by projects that are subject to the requirements of the Central Coast Regional Water Quality Control Board (Region 3); and other program management functions to comply with the City's National Pollutant Discharge Elimination System (NPDES) permit requirements.

5. Review floodplain proposals, provide Flood Program management support, and other related functions as needed.

6. Other general engineering services and inspection services as needed.

B. On-Call Map Review and City Surveyor Services
The following are the types of tasks that are included in the CONSULTANT'S scope of services:

1. Review of tract maps and parcel maps for conformance with the Subdivision Map Act. Provide stamp and signature on maps and other documents, as necessary, as the Acting City Surveyor.

2. Review of land surveying aspects of tentative maps for conformance with City standards as part of the City’s entitlement process.

3. Review of lot line adjustments, certificates of compliance, vacation or abandonment of public right-of-way and public easements, plat maps, legal descriptions, and closure calculations for technical accuracy.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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4. Perform traditional topographic surveys to determine locations and elevations of existing improvements, structures, and topographic features.

5. Develop legal descriptions and plat maps, and other survey-related tasks as needed.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
Total Compensation for On-Call Engineering Plan Review & Technical Support Services during the initial term of this Agreement is $1,285,130.

Total Compensation for On-Call Map Review and City Surveyor Services during the initial term of this Agreement is $39,000.

CONSULTANT'S services will be billed on a time-and-materials basis according to the Standard Rates shown below. Any changes to the rate schedule shall be reflected in a written amendment between the Parties.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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EXHIBIT C

SCHEDULE OF PERFORMANCE
CONSULTANT'S services will be on an as needed, on-call basis.

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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EXHIBIT D
Third Party Data Use Agreement

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

2. All data and files are intended for the use within the ordinary course of users’ business and may not be sold, placed on the internet or otherwise provided to other parties. All data shall comply with all statutes such as California State Law, Government Code section 7928.205 which prohibits any state or local agency from posting the home address or telephone number of any “elected or appointed official,” residing spouse, or child on the internet, and Revenue and Taxation Code sections 408,408.1, 408.3, and 409 permitting the County Assessor to collect fees for certain information.

3. CITY, as rightful owners, shall retain all rights, title, interest, and copyright of the data. Any products using the GIS DATA must give credit to CITY as the source of the information. Any and all derivative products of the GIS DATA are owned by CITY and may not be used for any purpose other than performing work pursuant to this Agreement without prior written permission of CITY.

All derivative products and resulting data shall be provided to CITY Project Manager and CITY GIS Manager at the completion of the work.

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

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

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

DocuSign Envelope ID: 60E02A98-7701-4B38-A5F6-2155F24BF0A6

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Certificate Of Completion
Envelope Id: 60E02A9877014B38A5F62155F24BF0A6 Status: Completed Subject: Complete with Docusign: CSG Consultants Inc
Source Envelope:

Document Pages: 16 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
17575 Peak Ave
Morgan Hill, CA 95037
[email protected]
IP Address: 35.131.77.142
Record Tracking
Status: Original
6/10/2024 8:21:29 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Morgan Hill Location: DocuSign Signer Events Signature Timestamp
Cyrus Kianpour
[email protected]
President
CSG Consultants Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.1.231.154
Sent: 6/10/2024 8:25:55 AM
Viewed: 6/10/2024 10:38:15 AM
Signed: 6/11/2024 8:34:13 AM
Electronic Record and Signature Disclosure:

Accepted: 6/10/2024 10:38:15 AM
ID: 54ec4d2c-8cee-4778-8250-71b0c3d07e30
Nourdin Khayata
[email protected]
Secretary
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 12.117.181.134
Signed using mobile
Sent: 6/11/2024 8:34:14 AM
Viewed: 6/11/2024 10:04:07 AM
Signed: 6/11/2024 10:04:41 AM
Electronic Record and Signature Disclosure:

Accepted: 6/11/2024 10:04:07 AM
ID: b5187cd6-1625-4660-aaf8-7a38cb989d85
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Maria Angeles
[email protected]
Senior Civil Engineer
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 10:04:41 AM
Viewed: 6/11/2024 7:03:26 PM
Electronic Record and Signature Disclosure:

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Carbon Copy Events Status Timestamp
Accepted: 9/29/2023 9:18:56 AM
ID: 85a7bb16-5cdd-4f6f-81a2-0e5e8830f210
Angel Echavarria
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 10:04:42 AM
Viewed: 6/11/2024 10:22:32 AM
Electronic Record and Signature Disclosure:

Accepted: 5/24/2024 10:56:44 AM
ID: bdcf4ca3-452e-40ae-a03c-88df7eef4f85
Cyrus Kianpour
[email protected]
President
CSG Consultants Inc.

Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 10:04:43 AM
Electronic Record and Signature Disclosure:

Accepted: 6/11/2024 10:04:07 AM
ID: b5187cd6-1625-4660-aaf8-7a38cb989d85
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/10/2024 8:25:55 AM
Certified Delivered Security Checked 6/11/2024 10:04:07 AM Signing Complete Security Checked 6/11/2024 10:04:41 AM Completed Security Checked 6/11/2024 10:04:43 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Morgan Hill (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 5/29/2020 4:52:24 PM Parties agreed to: Cyrus Kianpour, Nourdin Khayata, Maria Angeles, Angel Echavarria, Cyrus Kianpour, Nourdin Khayata

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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Morgan Hill:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of Morgan Hill of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of Morgan Hill
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email
to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Morgan Hill
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify City of Morgan Hill as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Morgan Hill during the course of your relationship with City of Morgan Hill.

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CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
HARRIS & ASSOCIATES, 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 HARRIS & ASSOCIATES, INC., 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___.

3. Scope of Service. The services to be performed by CONSULTANT shall be On-Call Engineering Plan Review & Technical Support Services for the Engineering Division as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $519,000. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Five Hundred Nineteen Thousand dollars, and shall be billed based on the rate and basis set forth in Exhibit B.

The City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT during the 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 the amount set forth in Section 4.1.1 below.

4.1.1. Additional Compensation. The City Manager shall have the authority to approve additional compensation in an amount not to exceed $390,000 during the Extended Term, for a combined total maximum compensation amount of $909,000.

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.

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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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 acknowledges 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. If such modification results in additional cost to the CONSULTANT and the CITY requires CONSULTANT to obtain the additional coverage, the CITY and CONSULTANT will negotiate the additional cost of the insurance.

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 DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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

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

7.1.5. Professional Liability.

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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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).

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.

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

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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

Certificate Holder address:

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

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

9. Compliance with Law.

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE MANNER IN WHICH IT WILL SATISFY – ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.

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

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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Address of CONSULTANT is as follows:

Harris & Associates, Inc.
60 W. Alisal Street, Suite 200, 2nd Floor
Salinas, CA 93901
Address of CITY is as follows:

Maria Angeles
Senior Civil Engineer
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

16. Maintenance of Records.

16.3. Ownership of Work Product. All documents or other information developed or received by CONSULTANT for work performed under this Agreement shall be the property of CITY. CONSULTANT shall provide CITY with copies of these items upon demand or upon termination of this Agreement. Any modifications made by the CITY or any agents of the CITY, to any of the CONSULTANT’S work products or any partial use or reuse of these work products without the express written consent of the CONSULTANT will be at the CITY’S sole risk and without liability to the CONSULTANT.

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conditions there; and (3) it understands the difficulties and restrictions of the work under this Agreement.

18. Time of Essence. Time is of the essence in the performance of this Agreement. CONSULTANT shall not be responsible for delays caused by circumstances beyond its reasonable sole control.

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.

21. Defense and Indemnification.

21.4. Not limited by insurance. The indemnity, defense and hold harmless provisions of this Agreement apply to all CLAIMS alleged against an INDEMNITEE, regardless of whether DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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any insurance policies are applicable. Policy limits do not act as a limitation upon the amount of indemnification or defense to be provided by CONSULTANT.

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

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.

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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

ATTEST: CITY OF MORGAN HILL

City Clerk/Deputy City Clerk City Manager
Michelle Bigelow

Christina J. Turner
Print Name Print Name

Date: Date:

APPROVED AS TO FORM: HARRIS & ASSOCIATES, INC.

City Attorney By:

Donald A. Larkin
Frank S. Lopez, Vice President -
Engineering & Consulting
Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date:

By:

Preston Hatch, Executive Vice
President and Chief Financial Officer

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6 6/11/2024
6/11/2024

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EXHIBIT A

SCOPE OF SERVICES
The following are the types of tasks that are included in the CONSULTANT'S scope of services:

2. Review storm drain and/or sanitary sewer hydraulic calculations for conformance with City standards and/or accepted industry practice.

4. Review of Post-Construction Stormwater Runoff Management Plans (SWRMPs) and Stormwater Control Plans submitted by private development projects that are subject to the requirements of the Central Coast Regional Water Quality Control Board (Region 3); and other program management functions to comply with the City's National Pollutant Discharge Elimination System (NPDES) permit requirements.

5. Review floodplain proposals, provide Flood Program management support, and other related functions as needed.

6. Other general engineering services as needed.

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
CONSULTANT'S services will be billed on a time-and-materials basis according to the Standard Rates shown below. Any changes to the rate schedule shall be reflected in a written amendment between the Parties.

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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EXHIBIT C

SCHEDULE OF PERFORMANCE
CONSULTANT'S services will be on an as needed, on-call basis.

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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1 Updated June 2020

EXHIBIT D
Third Party Data Use Agreement

All derivative products and resulting data shall be provided to CITY Project Manager and CITY GIS Manager at the completion of the work.

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

DocuSign Envelope ID: B0EF2849-D0CE-4FEC-8370-6BB6494ACBC6

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Certificate Of Completion
Envelope Id: B0EF2849D0CE4FEC83706BB6494ACBC6 Status: Completed Subject: Complete with Docusign: Harris & Associates
Source Envelope:

Document Pages: 15 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
17575 Peak Ave
Morgan Hill, CA 95037
[email protected]
IP Address: 35.131.77.142
Record Tracking
Status: Original
6/10/2024 8:26:08 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Morgan Hill Location: DocuSign Signer Events Signature Timestamp

FRANK LOPEZ
[email protected]
Vice President
1401 Willow Pass Road, Suite 500, Concord, CA
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.194.193.22
Signed using mobile
Sent: 6/10/2024 8:30:45 AM
Viewed: 6/11/2024 3:17:21 PM
Signed: 6/11/2024 3:18:24 PM
Electronic Record and Signature Disclosure:

Accepted: 6/11/2024 3:17:21 PM
ID: 07f2db1a-7e9f-4a5b-8273-8ea3405fe5ce
Preston Hatch
[email protected]
CFO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 40.132.23.10
Sent: 6/11/2024 3:18:24 PM
Viewed: 6/11/2024 3:40:36 PM
Signed: 6/11/2024 3:40:51 PM
Electronic Record and Signature Disclosure:

Accepted: 6/11/2024 3:40:36 PM
ID: 18af4dcb-c1ea-40cc-84db-d8569519412f
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Maria Angeles
[email protected]
Senior Civil Engineer
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 3:40:52 PM
Viewed: 6/11/2024 3:53:03 PM
Electronic Record and Signature Disclosure:

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Carbon Copy Events Status Timestamp
Accepted: 9/29/2023 9:18:56 AM
ID: 85a7bb16-5cdd-4f6f-81a2-0e5e8830f210
Angel Echavarria
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 3:40:53 PM
Viewed: 6/11/2024 3:44:15 PM
Electronic Record and Signature Disclosure:

Accepted: 5/24/2024 10:56:44 AM
ID: bdcf4ca3-452e-40ae-a03c-88df7eef4f85
Frank Lopez
[email protected]
Vice President
1401 Willow Pass Road, Suite 500, Concord, CA
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 3:40:54 PM
Electronic Record and Signature Disclosure:

Accepted: 6/11/2024 3:17:21 PM
ID: 07f2db1a-7e9f-4a5b-8273-8ea3405fe5ce
Preston Hatch
[email protected]
CFO
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 3:40:54 PM
Electronic Record and Signature Disclosure:

Accepted: 6/11/2024 3:40:36 PM
ID: 18af4dcb-c1ea-40cc-84db-d8569519412f
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/10/2024 8:30:45 AM
Certified Delivered Security Checked 6/11/2024 3:40:36 PM Signing Complete Security Checked 6/11/2024 3:40:51 PM
Completed Security Checked 6/11/2024 3:40:54 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 5/29/2020 4:52:24 PM Parties agreed to: FRANK LOPEZ, Preston Hatch, Maria Angeles, Angel Echavarria, Frank Lopez, Preston Hatch

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How to contact City of Morgan Hill:

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To withdraw your consent with City of Morgan Hill
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
GHIRARDELLI ASSOCIATES, 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 GHIRARDELLI ASSOCIATES, INC., 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___.

3. Scope of Service. The services to be performed by CONSULTANT shall be On-Call Engineering Plan Review & Technical Support Services for the Engineering Division as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $126,000. Total compensation to CONSULTANT under this Agreement during its Initial Term set forth in Section 2 above shall not exceed One Hundred Twenty Six Thousand dollars, and shall be billed based on the rate and basis set forth in Exhibit B.

4.1.1. Additional Compensation. The City Manager shall have the authority to approve additional compensation during the Extended Term in an amount not to exceed $96,000, for a combined total maximum compensation amount of $222,000.

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.

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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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 DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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

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

7.1.5. Professional Liability.

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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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).

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.

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

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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

Certificate Holder address:

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

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

9. Compliance with Law.

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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MANNER IN WHICH IT WILL SATISFY – ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.

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

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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Address of CONSULTANT is as follows:

Ghirardelli Associates, Inc.
2055 Gateway Place, Suite 470
San Jose, CA 95110
Address of CITY is as follows:

Maria Angeles
Senior Civil Engineer
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

16. Maintenance of Records.

Should CONSULTANT discover any conditions materially differing from those inherent in the work or DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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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.

21. Defense and Indemnification.

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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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.

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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.

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11 Revised June 2024

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

ATTEST: CITY OF MORGAN HILL

City Clerk/Deputy City Clerk City Manager
Michelle Bigelow

Christina J. Turner
Print Name Print Name

Date: Date:

APPROVED AS TO FORM: GHIRARDELLI ASSOCIATES, INC.

City Attorney By:

Donald A. Larkin
Randall Bruner, President and Chief
Executive Officer
Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date:

By:

Raewyn Butcher, Secretary

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08 6/10/2024
6/10/2024

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EXHIBIT A

SCOPE OF SERVICES
The following are the types of tasks that are included in the CONSULTANT'S scope of services:

2. Review storm drain and/or sanitary sewer hydraulic calculations for conformance with City standards and/or accepted industry practice.

5. Review floodplain proposals, provide Flood Program management support, and other related functions as needed.

6. Other general engineering services as needed.

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
CONSULTANT'S services will be billed on a time-and-materials basis according to the Standard Hourly Rates shown below. Any changes to the rate schedule shall be reflected in a written amendment between the Parties.

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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EXHIBIT C

SCHEDULE OF PERFORMANCE
CONSULTANT'S services will be on an as needed, on-call basis.

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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1 Updated June 2020

EXHIBIT D
Third Party Data Use Agreement

All derivative products and resulting data shall be provided to CITY Project Manager and CITY GIS Manager at the completion of the work.

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

DocuSign Envelope ID: 981073B5-1A94-4145-AB41-0602742A8A08

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Certificate Of Completion
Envelope Id: 981073B51A944145AB410602742A8A08 Status: Completed Subject: Complete with Docusign: GHIRARDELLI ASSOCIATES Source Envelope:

Document Pages: 15 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
17575 Peak Ave
Morgan Hill, CA 95037
[email protected]
IP Address: 35.131.77.142
Record Tracking
Status: Original
6/10/2024 8:31:00 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Morgan Hill Location: DocuSign Signer Events Signature Timestamp
Randall Bruner
[email protected]
President/CEO
Ghirardelli Associates, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 99.44.171.46
Sent: 6/10/2024 8:37:32 AM
Viewed: 6/10/2024 11:23:38 AM
Signed: 6/10/2024 11:25:26 AM
Electronic Record and Signature Disclosure:

Accepted: 6/10/2024 11:23:38 AM
ID: 89360155-c695-4ae7-8da5-21fbcf569a03
Raewyn Butcher
[email protected]
Executive Vice President|Secretary
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address: 49.190.0.160
Sent: 6/10/2024 11:25:28 AM
Viewed: 6/10/2024 4:09:01 PM
Signed: 6/10/2024 4:09:41 PM
Electronic Record and Signature Disclosure:

Accepted: 6/10/2024 4:09:01 PM
ID: e0afdf18-39c9-43b4-a6db-f6715a8f0a33
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Maria Angeles
[email protected]
Senior Civil Engineer
Security Level: Email, Account Authentication
(None)
Sent: 6/10/2024 4:09:42 PM
Viewed: 6/10/2024 4:40:09 PM
Electronic Record and Signature Disclosure:

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Carbon Copy Events Status Timestamp
Accepted: 9/29/2023 9:18:56 AM
ID: 85a7bb16-5cdd-4f6f-81a2-0e5e8830f210
Angel Echavarria
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/10/2024 4:09:42 PM
Viewed: 6/10/2024 4:10:07 PM
Electronic Record and Signature Disclosure:

Accepted: 5/24/2024 10:56:44 AM
ID: bdcf4ca3-452e-40ae-a03c-88df7eef4f85
Randall Bruner
[email protected]
President/CEO
Ghirardelli Associates, Inc.

Security Level: Email, Account Authentication
(None)
Sent: 6/10/2024 4:09:43 PM
Electronic Record and Signature Disclosure:

Accepted: 6/10/2024 4:09:01 PM
ID: e0afdf18-39c9-43b4-a6db-f6715a8f0a33
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/10/2024 8:37:33 AM
Certified Delivered Security Checked 6/10/2024 4:09:01 PM Signing Complete Security Checked 6/10/2024 4:09:41 PM
Completed Security Checked 6/10/2024 4:09:44 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 5/29/2020 4:52:24 PM Parties agreed to: Randall Bruner, Raewyn Butcher, Maria Angeles, Angel Echavarria, Randall Bruner, Raewyn Butcher

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How to contact City of Morgan Hill:

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To withdraw your consent with City of Morgan Hill
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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1 Revised June 2024

CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS

HANNA-BRUNETTI
THIS AGREEMENT is entered into and becomes effective on _______________ (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Associated Engineering-Surveying Service, Inc., a California corporation doing business as Hanna-Brunetti ("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___.

3. Scope of Service. The services to be performed by CONSULTANT shall be On-Call Map Review and City Surveyor Services for the Engineering Division as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $144,000. Total compensation to CONSULTANT under this Agreement during its Initial Term set forth in Section 2 above shall not exceed One Hundred Forty Four Thousand dollars, and shall be billed based on the rate and basis set forth in Exhibit B.

4.1.1. Additional Compensation. The City Manager shall have the authority to approve additional compensation in an amount not to exceed $109,000 during the Extended Term, for a combined total maximum compensation amount of $253,000.

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.

DocuSign Envelope ID: AB88A0B8-212C-49EC-8512-D6AE2C6E0E2F

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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 DocuSign Envelope ID: AB88A0B8-212C-49EC-8512-D6AE2C6E0E2F

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combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

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

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

7.1.5. Professional Liability.

DocuSign Envelope ID: AB88A0B8-212C-49EC-8512-D6AE2C6E0E2F

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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).

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.

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

DocuSign Envelope ID: AB88A0B8-212C-49EC-8512-D6AE2C6E0E2F

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

Certificate Holder address:

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

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

9. Compliance with Law.

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE DocuSign Envelope ID: AB88A0B8-212C-49EC-8512-D6AE2C6E0E2F

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Morgan Hill City CouncilJune 19, 2024

Morgan Hill City Council
June 19, 2024