Morgan Hill City Council
November 20, 2024

Regular Meeting Agenda
City Council
Mark Turner - Mayor
Marilyn Librers - Mayor Pro Tem
Gino Borgioli - Council Member
Rene Spring - Council Member
Yvonne Martínez Beltrán - Council Member
Wednesday, November 20, 2024 6:00 PM
Council Chamber Building
17555 Peak Avenue, Morgan Hill, CA 95037
Morgan Hill City Council meetings are held in person with the option for the public to attend in-person or participate by teleconference/video conference. Information on how the public may observe and participate in the meeting is below.

MEETING PARTICIPATION
Morgan Hill City Council meetings are held in person. The community may attend in person or via Zoom (video/teleconference). The meetings are also live-streamed on the City’s website, Facebook page, and Channel 17.

As a courtesy, and technology permitting, members of the public may attend online.

However, the City cannot guarantee that the public’s access to online technology will be uninterrupted, and technical difficulties may occur from time to time. Unless required by the Ralph M. Brown Act, the meeting will continue despite technical difficulties for participants using the online option.

Those wishing to participate in the meetings remotely must register in advance at https://bit.ly/CityCouncilZoomRegistration. Additionally, Zoom participants must be running the latest version or will be required to update to the latest version before being able to join the meeting remotely.

Remote participation is also available by calling (669) 900-9128 and entering webinar id: 873 3200 8380#. Dial *9 to raise your hand, and be called upon to speak for up to 3 minutes. Dial *6 to unmute.

PUBLIC COMMENT

November 20, 2024
2 Public comment may be offered verbally at the meeting or in writing before the meeting.

Those attending remotely may only offer public comment for items on the agenda in one of four categories:
• Consent Calendar
• Other Business
• Public Hearings
• Closed Session
Public comment will be heard from those attending in person first with the submission of a speaker card. Once that is complete, we will move to those on Zoom that have their hand raised. Following public comment from Zoom, we will close the public comment period for that item.

Remote public comment for items not on the agenda will not be accepted.

Written public comment may be submitted to the City Clerk:
• In person at the City Council Meeting;
• Via email to [email protected]; or
• Hand delivered or mailed to the City Clerk at 17575 Peak Avenue, Morgan Hill, CA 95037
Please email your comments to the City Clerk no later than 3:00 p.m. on Tuesday (the day before the City Council meeting) so that your comments can be submitted to the members of the City Council with sufficient time to review them. You may continue to provide written comments up to noon on Wednesday (the day of the meeting), although Council Members may not have sufficient time to review them before the meeting.

Public comments submitted to the City Clerk after noon (12:00 p.m.) the day of the meeting will be provided to the City Council as time allows.

Written comments WILL NOT be read aloud during the City Council Meeting. Please note that written comments are posted on the City's website. It is recommended that you do not include any personal information that you do not want to be posted on the web. Please be advised that communications directed to the City Council are public records and are subject to disclosure pursuant to the California Public Records Act and Brown Act unless exempt from disclosure under the applicable law. Communications will NOT be edited for redactions and will be printed/posted as submitted.

AMERICANS WITH DISABILITIES ACT (ADA)
In compliance with the Americans with Disabilities Act, if you are a disabled person and you need a disability-related modification or accommodation to participate in this meeting, please contact the City Clerk's Office at (408)779-7259 or by email at [email protected]. Requests must be made as early as possible and at least two full business days before the start of the meeting.

November 20, 2024
3 CALL TO ORDER

ROLL CALL ATTENDANCE

DECLARATION OF POSTING AGENDA

SILENT INVOCATION

PLEDGE OF ALLEGIANCE

CITY COUNCIL REPORTS
Council Member Martinez Beltran

CITY MANAGER'S REPORT

CITY ATTORNEY'S REPORT

OTHER REPORTS

PUBLIC COMMENT
This opportunity for public comment is for items that are not on the agenda. If you would like to make comments on an item that is on the agenda, please wait until we get to that item to offer your comments. Members of the public are entitled to address the City Council concerning any item within the Morgan Hill City Council’s subject matter jurisdiction. Public comments are limited to no more than three minutes. Except for certain specific exceptions, the City Council is prohibited from discussing or taking action on any item not appearing on the posted agenda. Public comment is intended for comments. Questions posed during public comment are not generally answered. If you have questions, please send them to the City Clerk at [email protected] to receive a response. (See additional noticing at the end of this agenda)

November 20, 2024
4 ADOPTION OF AGENDA

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

1. ACCEPT COMMUNITY PARK PICKLEBALL COURTS PROJECT
Recommendation:

1. Accept as complete the Community Park Pickleball Courts Project;

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

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

2. APPROVE ACQUISITION OF EASEMENT FROM THE CITY OF GILROY FOR

THE RELIEF SEWER TRUNK LINE
Recommendation:

1. Authorize the City Manager to acquire an easement from the City of Gilroy for property for the City's future relief sewer trunk line; and

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

3. ADOPT WEED ABATEMENT RESOLUTION
Recommendation:

Adopt resolution declaring weeds and brush to be a nuisance and setting the hazardous vegetation public hearing for January 15, 2025.

4. APPROVAL OF MANAGEMENT, PROFESSIONAL, AND CONFIDENTIAL

EMPLOYEES RESOLUTION, ELECTED OFFICIALS AND COUNCIL

APPOINTED AND PART-TIME TEMPORARY AND SEASONAL EMPLOYEES

SALARY SCHEDULES
Recommendation:

1. Approve the Management, Professional, and Confidential Employees Resolution effective December 22, 2024;

2. Approve the Part-Time Temporary and Seasonal Employees salary schedule effective December 22, 2024; and

3. Approve the Elected Officials and Council Appointed salary schedules effective June 23, 2024 and December 11, 2024.

November 20, 2024
5 5. APPROVE AMENDMENT TO PROPERTY USE AGREEMENT WITH THE

SANTA CLARA VALLEY HABITAT AGENCY
Recommendation:

Authorize the City Manager to execute a property use agreement amendment with the Santa Clara Valley Habitat Agency.

6. APPROVE CODE OF CONDUCT FOR PUBLIC MEETINGS IN THE COUNCIL

CHAMBER AND CONFERENCE ROOMS
Recommendation:

Approve City Council Policy, "Code of Conduct for Public Meetings in the Council Chamber and Conference Rooms."

7. APPROVE COMMUNITY PLAYHOUSE LICENSE AGREEMENT WITH

SOUTH VALLEY CIVIC THEATRE
Recommendation:

Authorize the City Manager to execute and administer the license agreement through December 2027 with South Valley Civic Theatre.

8. APPROVE FIRST AMENDMENT TO THE CONSULTANT AGREEMENT WITH ENGEO, INC. FOR DESIGN PROFESSIONALS TO INCREASE THE AMOUNT BY $150,000 FOR A TOTAL AGREEMENT OF $550,000
Recommendation:

1. Approve the first amendment to the consultant agreement for design professionals with Engeo, Inc. to increase the amount by $150,000 for a total agreement of $550,000; and

2. Authorize the City Manager to execute and administer the first amendment with Engeo, Inc.

9. APPROVE THE EASEMENT ACQUISITION FROM SANTA CLARA COUNTY

FOR THE NEW BUTTERFIELD FIRE STATION
Recommendation:

1. Authorize the City Manager to acquire an easement from Santa Clara County for access to the City's new Fire Station on Butterfield Boulevard; and

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

10. APPROVE THE NOVEMBER 6, 2024 CITY COUNCIL MEETING MINUTES

November 20, 2024
6 Recommendation:

Approve minutes.

11. AUTHORIZE PURCHASE OF FIRE DEPARTMENT REPLACEMENT VEHICLE

INCLUDING THE OUTFITTING OF EMERGENCY EQUIPMENT
Recommendation:

1. Recognize an insurance proceed payout of $24,301 for the replacement of the Fire Department vehicle F12001;

2. Amend the Adopted Fiscal Year (FY) 2024-25 Budget in the Equipment Replacement Fund (Fund 790), appropriating $97,770, which includes a 10% contingency of $8,889, for the purchase and outfitting of replacement vehicle F12001 with a 2024 Ford F250 Truck for the Fire Department; and

3. Authorize the City Manager to execute and administer the associated purchase agreement.

12. AUTHORIZE THE CITY MANAGER TO ENTER INTO A NEW AGREEMENT WITH SUN RIDGE SYSTEMS, INC. FOR COMPUTER AIDED DISPATCH (CAD) AND RECORDS MANAGEMENT SYSTEM (RMS) IN THE AMOUNT OF $779,484
Recommendation:

Authorize the City Manager to execute and administer an agreement with RIMS Law Enforcement Records Management System by Sun Ridge Systems, Inc. for a new CAD/RMS.

13. AWARD A WATER USE DATA TRACKING MANAGEMENT AND

COMMUNICATION SOFTWARE AGREEMENT TO AQUATRAX IN THE
AMOUNT OF $175,000
Recommendation:

1. Authorize the City Manager to execute an agreement for $175,000 with Aquatrax for use of their customer water use data tracking management and communication platform for a 5-year term; and

2. Authorize the City Manager to approve minor scope adjustments prior to entering into the final Aquatrax contract.

14. AWARD CONTRACT TO APEX COMPANIES, LLC FOR THE INSTALLATION OF SMALL TRASH CAPTURE DEVICES IN THE AMOUNT OF $287,000 Recommendation:

1. Approve the Installation of Small Trash Capture Devices Project plans and specifications;

November 20, 2024
7 2. Award contract to Apex Companies, LLC for the Installation of Small Trash Capture Devices Project in the amount of $287,000;

3. Authorize expenditures of construction contingency not to exceed $28,700; and

4. Authorize the City Manager to execute and administer the construction contract with Apex Companies, LLC.

15. AWARD CONTRACT TO EURO STYLE MANAGEMENT FOR THE 2025 ENCINO TANK REHAB PROJECT IN THE AMOUNT OF $780,850
Recommendation:

1. Award contract to Euro Style Management for the 2025 Encino Tank Rehab Project in the amount of $780,850;

2. Authorize expenditure of construction contingency funds not to exceed $78,085; and

3. Authorize the City Manager to execute and administer the construction contract with Euro Style Management.

16. RECEIVE REPORT REGARDING UPCOMING 2025 COMMISSION

VACANCIES PER MADDY ACT
Recommendation:

Receive report.

PUBLIC HEARINGS

17. CERTIFY THE ENVIRONMENTAL IMPACT REPORT, ADOPT FINDINGS OF

FACT AND STATEMENT OF OVERRIDING CONSIDERATIONS AND

INTRODUCE ORDINANCE CREATING A PLANNED DEVELOPMENT AND
MASTER PLAN FOR 320 NEW RESIDENTIAL LOTS OF VARYING SIZES ON A 69.4-ACRE SITE LOCATED ON THE NORTHWEST QUADRANT OF HILL ROAD AND BARRETT AVENUE IDENTIFIED BY APN: 817-20-031
Recommendation:

1. Open/close public hearing;

2. Adopt a Resolution certifying the Environmental Impact Report (EIR), approve the Mitigation Monitoring and Reporting Program prepared for the project, and adopt Findings of Fact and Statement of Overriding Considerations;

3. Waive the first and second reading of the Ordinance for a Zoning Amendment to create a Planned Development with Standards and Master Plan; and

November 20, 2024
8 4. Introduce an Ordinance for a Zoning Amendment to create a Planned Development with Standards and Master Plan.

18. INTRODUCE ORDINANCE (ZA2024-0003) ESTABLISHING CHAPTER 18.78 (STANDARDS FOR PUBLIC ARTS) WITHIN TITLE 18 (ZONING) OF THE

MUNICIPAL CODE OF THE CITY OF MORGAN HILL IMPLEMENTING THE

REQUIREMENT OF PUBLIC ART IN NEW LAND DEVELOPMENT

PROJECTS
Recommendation:

1. Open/close the public hearing;

2. Waive first and second reading of the Ordinance; and

3. Introduce Ordinance.

OTHER BUSINESS

19. APPROVE THE RENAMING OF MORGAN HILL DOWNTOWN

AMPHITHEATER IN HONOR OF COMMUNITY VOLUNTEER RICH FIRATO Recommendation:

Approve or do not approve the renaming of the Morgan Hill Downtown Amphitheater to the Rich Firato Downtown Amphitheater.

20. REVIEW AND APPROVE TRANSPORTATION MASTER PLAN
Recommendation:

1. Review and provide comments on Transportation Master Plan; and

2. Approve Transportation Master Plan.

FUTURE COUNCIL INITIATED AGENDA ITEMS
Note: in accordance with Government Code Section 54954.2(a), there shall be no discussion, debate and/or action taken on any request other than providing direction to staff to place the matter of business on a future agenda.

CLOSED SESSION
Conference with Legal Counsel – Existing Litigation (§ 54956.9) William Norman v. City of Morgan Hill: Workers Compensation Claim Nos. MHL1500009 & MHL2400009

OPPORTUNITY FOR PUBLIC COMMENT

November 20, 2024
9 ADJOURNMENT

November 20, 2024
10 NOTICE
Any documents produced by the City and distributed to the majority of the City Council less than 72 hours prior to an open meeting, will be made available for public inspection at the City Clerk’s Counter at City Hall located at 17575 Peak Avenue, Morgan Hill, CA, 95037 and at the Morgan Hill Public Library located at 660 West Main Avenue, Morgan Hill, California, 95037 during normal business hours. (Pursuant to Government Code 54957.5)

PUBLIC COMMENT
Members of the Public are entitled to directly address the City Council concerning any item described in the notice of this meeting during consideration of that item. If you wish to address the Council on any item on this agenda, please complete a speaker request card located in the foyer of the Council Chambers and deliver it to the Minutes Clerk before the City Council discussion on the item. You are not required to give your name on the speaker card to speak to the Council, but it is very helpful. When you are called, proceed to the podium, and the Mayor will recognize you. If you wish to address the City Council on any other item of interest to the public, you may do so during the public comment portion of the meeting following the same procedure described above. Please limit your comments to three (3) minutes or less.

Please submit written correspondence to the Minutes Clerk, who will distribute correspondence to the City Council.

Persons interested in proposing an item for the City Council agenda should contact a member of the City Council who may request an item on the agenda for a future City Council meeting. Council discussion or action may not be taken until your item appears on an agenda. This procedure is in compliance with the California Public Meeting Law (Brown Act) Government Code §54950.

City Council Policies and Procedures (CP 03-01) outlines the procedure for the conduct of public hearings.

Notice is given, pursuant to Government Code Section 65009, that any challenge of Public Hearing Agenda items in court, may be limited to raising only those issues raised by you or on your behalf at the Public Hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to the Public Hearing on these matters.

The time within which judicial review must be sought of the action by the City Council, which acted upon any matter appearing on this agenda is governed by the provisions of Section 1094.6 of the California Code of Civil Procedure.

For a copy of City Council Policies and Procedures CP 97-01, please contact the City Clerk’s office (408) 779-7259, (408) 779-3117 (fax) or by email [email protected].

November 20, 2024
11

1 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Yat Cho, Senior Project Manager
APPROVED BY: City Manager

ACCEPT COMMUNITY PARK PICKLEBALL COURTS PROJECT

RECOMMENDATION(S)

1. Accept as complete the Community Park Pickleball Courts Project;

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

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

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Maintaining and Enhancing Infrastructure
Supporting our Youth, Seniors, and Entire Community
2024-2025 Strategic Priorities
Economic Development and Tourism
Guiding Documents
Bikeways, Trails, and Recreation Master Plan
REPORT NARRATIVE:

On October 4, 2023, the Community Park Pickleball Courts Project was awarded to EF&S Concrete, Inc. in the amount of $307,120 with a contingency of $61,424. The project included the installation of four regulation outdoor pickleball courts with the necessary court surfacing, striping, fencing, and other miscellaneous work to the Community Park pickleball courts (Attachment 1 - Vicinity Map).

The project began in November 2023 and was substantially completed in October 2024.

Two change orders were authorized in the amount of $14,120 due to unforeseen conditions and additional work (Attachment 2).

The final construction contract with EF&S Concrete, Inc. is $321,240. Staff recommends the acceptance of this project as it is complete in accordance with the plans and specifications and directs the City Clerk to file the Notice of Completion (Attachment 3).

1 COMMUNITY ENGAGEMENT:

Involve and Inform
Prior to and during construction, staff informed the community regarding the progress of this project through media, social media, and the City's webiste. The Morgan Hill Pickleball Club was informed of the progress of the project and an opening ceremony was held on September 7, 2024.

ALTERNATIVE ACTIONS:

Accepting the project in accordance with the contract documents is a required process and enables the City to release any retained funds owed to the contractor per California Public Contract Code Section 7107.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:
• On March 15, 2022, City Parks and Recreation Commission provided input on interim locations and long term development options.
• On June 15, 2022, City Council adopted the FY2022-23 through 2027-28 Capital Improvement Program Budget.
• On October 18, 2022, City Parks and Recreation Commission recommended the priority location for future pickleball courts.
• On October 4, 2023, City Council awarded Community Park Pickleball Courts Project to EF&S Concrete, Inc.

FISCAL AND RESOURCE IMPACT:

The final contract amount for the Community Park Pickleball Courts Project is $321,240.

The project was awarded to EF&S Concrete, Inc. in the amount of $307,120 with an authorized contingency of $61,424 (Total of $368,544). The project is funded in the adopted FY23-24 Capital Improvement Program budget, under Project #118020, funded by the Quimby Fee Fund (375).

The unspent balance of $47,304 will be returned to the Quimby Fee Fund (375).

CEQA (California Environmental Quality Act):

Categorical Exemption
The activities described in this Staff Report are categorically exempt under CEQA, specifically pursuant to Section 15301 of the CEQA Guidelines (Existing Facilities), as the subject work involves the repair, maintenance, or minor alteration of existing City facilities involving negligible or no expansion of use of those facilities.

O
0 187.5 375 750 1,125 1,500
Feet

MORGAN HILL COMMUNITY

PARK PICKLEBALL COURTS

PROJECT
Public Services Department
Capital Improvement Division
G:\R-14\Proj\GIS\Agustin\PickleballPLM.mxd

CENTENNIAL REC
CENTER

COMMUNITY PARK

PROJECT LOCATION

CIP Contract Acceptance
Funding Closeout Statement
Project: Community Park Pickleball Courts Project
Project No: 118020
Date of Project
Award: 1-Nov-23 Project AwardAmount:

Funding Source: F375
Contingency
Authorized:

Date of Project
Acceptance: 7-Jun-23 Total Authorized:

Actual Base
Contract Spent:

Change Orders
Description Date
Council Approval
Reqd? (Y/N)
C.O. #1: Add Rebar for Edge Curbs not on Plans 8-Apr-24 N C.O. #2: Reroute Existing Irrigation Lines not on Plans 8-Jul-24 N Total C.O.:

Additional Appropriations
Source Amount Date
None
Total Construction
Amount (Base
Contract plus
CO's):

Construction Fund Balance: $47,303.61

$307,120
$61,424
$368,544
$307,120
$6,370.39
$7,750.00
$14,120.39
$321,240.39

Recording Requested By:
___________________________
When Recorded Mail To:
___________________________
___________________________
___________________________
___________________________
SPACE ABOVE THIS LINE IS FOR RECORDER’S USE

NOTICE OF COMPLETION
Civil Code §§ 8182, 8184, 9204, and 9208
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is the Owner or agent of the Project described below.

2. Owner’s full name is City of Morgan Hill.

3. Owner’s address is 17575 Peak Avenue Morgan Hill, CA 95037.

4. The nature of Owner’s interest in the Project is:

XX Fee ownership __ Lessee __ Other:________________________

5. Construction work on the Project performed on Owner’s behalf is generally described as follows: Construction of a Pickleball Court at Community Park

6. The name of the original Contractor for the Project is: EF&S Concrete, Inc.

7. The Project was completed on: November 20, 2024.

8. The Project is located at: 251 Edmundson Avenue Morgan Hill, CA 95037.

Verification: In signing this document, I, the undersigned, declare under penalty of perjury under the laws of the State of California that I have read this notice, and I know and understand the contents of this notice, and that the facts stated in this notice are true and correct.
__________________________ ________________________________ Signature Date
Scott Creer – City Engineer

2 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Chris Ghione, Public Services Director
APPROVED BY: City Manager

APPROVE ACQUISITION OF EASEMENT FROM THE CITY OF GILROY

FOR THE RELIEF SEWER TRUNK LINE

RECOMMENDATION(S)

1. Authorize the City Manager to acquire an easement from the City of Gilroy for property for the City's future relief sewer trunk line; and

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

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Protecting the Environment and Preserving Open Space and Agricultural Land Maintaining and Enhancing Infrastructure
Guiding Documents
Morgan Hill 2035 General Plan
Wastewater System Master Plan
REPORT NARRATIVE:

As part of the Sewer Relief Trunk Line Project (Attachment 2 - Project Location), the City needs to obtain several sewer easements along the proposed sewer trunk alignment prior to completing the design. One easement is from the City of Gilroy, through the Gilroy Corporation Yard. The City has been working with Gilroy staff for the last several years to obtain the necessary easement and is bringing forward this item to the Council to finish this work. The proposed easement agreement is included as Attachment 1.

With this easement acquisition, only a single private easement remains. Staff is in the process of finalizing the acquisition of the sewer easement from the Nguyen Family and plans to seek City Council approval of the acquisition in the next two months.

COMMUNITY ENGAGEMENT:

2 Inform
Numerous community engagement and design meetings were held throughout the early planning and design phases of the project. In addition, the Environmental Report process also included opportunities for the community to provide input regarding the scope, content, and potential environmental impacts from the project.

ALTERNATIVE ACTIONS:

No feasible alternative options. Without the sewer easements, the City would not be able to install the sewer relief trunk line as designed. The current alignment was previously approved by the City of Gilroy. Changing the alignment now would be cost prohibitive and would not guarantee that other easements would not be required.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On May 4, 2016, City Council approved a design agreement with HydroScience Engineers, Inc. for $651,760 for the preparation of design plans and specifications for the sewer trunk segment between Highland and Cohansey.

On April 19, 2017, City Council approved a First Amendment with Hydroscience Engineers, Inc. for $521,900 to accelerate the design and complete the design to Renz Lane in Gilroy.

On December 15, 2021, City Council approved a Fourth Amendment with Hydroscience for an additional $75,000 and approved and certified the project Mitigated Negative Declaration.

On November 16, 2022, City Council approved the acquisition of the Patel sewer easement for the Sewer Relief Trunk Line Project.

On August 23, 2024, City Council approved the acquisition of the Tsai sewer easement for the Sewer Relief Trunk Line Project.

On October 23, 2024, City Council approved the acquisition of the PG&E sewer easement for the Sewer Relief Trunk Line Project.

FISCAL AND RESOURCE IMPACT:

The City of Gilroy is currently not requesting reimbursement for the easement acquisition. Should this change, available funds are budgeted in the approved Fiscal Year 2024-25 through 2029-30 Capital Improvement Program under CIP WW3008 in the Sewer Impact Fund (641), and the purchase could be made under the City Manager purchasing authority.

CEQA (California Environmental Quality Act):

David J. Powers prepared an Initial Study and the City Council approved and certified a mitigated negative declaration for the sewer trunk line project at the December 15, 2021 City Council meeting.

Utility Easement Agreement
(Sanitary Sewer Trunk Line)
A. RECITALS
A. The CITY OF GILROY (the "CITY" or "GRANTOR") is the owner of that certain real property located in the City of Gilroy, California, more particularly described on the attached Exhibit C, APN 841-10-009 & 841-10-032 (the "GRANTOR Property").

B. The CITY OF MORGAN HILL ("CITY" or "GRANTEE") is the owner of that certain real property located in the vicinity of the GRANTOR Property, more particularly described on the attached Exhibit D (the "Benefitted Property"). The Benefitted Property shall also include any other real property acquired by the GRANTEE that is adjacent to the property described in Exhibit D, and upon such acquisition, all references to the "Benefitted Property" shall mean and include such additional real property.

C. The GRANTEE requires a sanitary sewer trunk line (the “Sanitary Sewer Trunk Line”) to service the Benefitted Property and related infrastructure.

D. Portions of the sewer trunk line and related facilities necessary to service the Benefitted Property (collectively, the "Sanitary Sewer Facilities") are located on a portion of the GRANTOR Property consisting of a strip of land (the "Easement Area"), which is identified as the "Sewer Trunk Line Easement" on the legal description attached hereto as Exhibit A and on the plat attached hereto as Exhibit B, APN 841-10-009 & 841-10-032.

E. The CITY OF GILROY wishes to grant to the CITY OF MORGAN HILL a utility easement over and across the GRANTOR Property to and for the benefit of the Benefitted Property and to establish the GRANTEE's rights in and to the Sanitary Sewer Facilities, in accordance with the terms and conditions set forth below.

GRANT OF EASEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS

1.1 For all purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
(a) "Agreement" shall mean this Utility Easement Agreement. (b) "GRANTOR" shall mean the CITY OF GILROY or its successor or assign or any successorin-interest in ownership of the GRANTOR Property, APN 841-10-009 & 841-10-032. (c) "GRANTOR Parties" shall mean GRANTOR or any of its agents, employees, affiliates, contractors, subcontractors, or other representatives.
(d) "Utility Easement Owner" shall mean the CITY OF MORGAN HILL or its successor or assign or any successor-in-interest in ownership of the Benefitted Property.

Utility Easement Agreement
(Sanitary Sewer Trunk Line)
(e) "Utility Easement Owner Parties" shall mean the Utility Easement Owner or any of its agents, employees, affiliates, contractors, subcontractors, or other representatives.

2. GRANT OF UTILITY EASEMENT

2.1 Scope of Utility Easement. GRANTOR hereby grants and conveys to Utility Easement Owner a perpetual, non-exclusive easement over, upon, under, and through the GRANTOR Property, APN 841-10-009 & 841-10-032 (the "Utility Easement"), for the benefit of the Benefitted Property for the right to:
(a) Install, use, maintain, repair, improve, reconstruct, upgrade, and/or operate the Sanitary Sewer Facilities within the Easement Area, which Sanitary Sewer Facilities shall be owned solely by the Utility Easement Owner. However, the Utility Easement Owner agrees that any such installation, use, maintenance, repair, improvement, reconstruction, upgrade, and/or operation shall be conducted in a good and workmanlike manner and in accordance with good engineering practices.
(b) Emergency Access. In the case of emergencies, the Utility Easement Owner is permitted to conduct emergency repairs immediately and notify the GRANTOR within 24 hours after the start of such work. For non-emergency work, the Utility Easement Owner shall provide at least five (5) business days written notice before commencing work within the Easement Area. Routine maintenance inspections do not require prior notice.
(c) Access, ingress, and egress to and from the Sanitary Sewer Facilities for any of the purposes described above.

2.2 Maintenance, Repair, and Replacement of Sanitary Sewer Facilities. The Utility Easement Owner shall be responsible, at its sole cost and expense, for the maintenance, repair, and replacement, if necessary, of the Sanitary Sewer Facilities. However, the GRANTOR shall be obligated to pay or reimburse the Utility Easement Owner for any and all damage (other than due to ordinary wear and tear) to the Sanitary Sewer Facilities caused by the negligence or wrongful acts of the GRANTOR Parties.

2.3 Restoration of GRANTOR Property. If any Utility Easement Owner Parties enter upon the GRANTOR Property, APN 841-10-009 & 841-10-032, for the installation, maintenance, repair, or replacement of the Sanitary Sewer Facilities, the Utility Easement Owner agrees to restore the GRANTOR Property affected by such work to substantially the same condition as existed prior to such work within thirty (30) days of completing the repair or work. Restoration obligations cover both original installation and any future maintenance or upgrades to the Sanitary Sewer Facilities. The Utility Easement Owner shall use reasonable efforts to avoid causing any damage to, or interference with, any other improvements or landscaping on or around the Easement Area.

2.4 Covenant by Utility Easement Owner. The Utility Easement Owner covenants not to materially interfere with the use of the GRANTOR Property by the GRANTOR Parties, subject to the Utility Easement Owner's rights under the Utility Easement granted herein.

2.5 Reservation of Rights by GRANTOR. The Utility Easement is subject to the following reservations by the GRANTOR:

Utility Easement Agreement
(Sanitary Sewer Trunk Line)
(a) The GRANTOR reserves the right to use the surface area of the Easement Area for any use that does not unreasonably interfere with the use of the Sanitary Sewer Facilities by the Utility Easement Owner, provided no structure shall be installed or maintained that materially affects the Utility Easement Owner's right to access and use the Sanitary Sewer Facilities. (b) The GRANTOR specifically reserves the right to allow other utility lines to be installed within the Easement Area, provided those utility lines do not materially interfere with the use or operation of the Sanitary Sewer Facilities by the Utility Easement Owner. (c) The use of any Temporary Construction Easement granted herein shall be limited to installation purposes only and will not unreasonably interfere with ongoing operations or access required by the GRANTOR for its activities

2.6 Temporary Construction Easement. GRANTOR grants to the Utility Easement Owner a Temporary Construction Easement (TCE) for purposes of installing the Sanitary Sewer Facilities within the Easement Area. The TCE will cover an area an additional Twenty (20) feet adjacent to the Utility Easement only in areas not impacting vehicular travel routes. The TCE is valid for a period of Eighteen (18) months, beginning on the date of commencement of the original installation.

During this period, the Utility Easement Owner shall have the right to use this area for staging, equipment storage, materials, and other activities required to complete the installation. Upon completion of the installation, the Utility Easement Owner agrees to restore the TCE area to substantially the same condition as existed prior to use, at no cost to the GRANTOR. This TCE is granted solely for the installation phase and shall terminate upon completion of the installation or at the end of the stated period, whichever occurs first.

3. INSURANCE
During any period that any Utility Easement Owner Parties are maintaining or repairing the Sanitary Sewer Facilities under the GRANTOR Property, APN 841-10-009 & 841-10-032, the Utility Easement Owner shall obtain and maintain a commercial general liability insurance policy insuring both the Utility Easement Owner and the GRANTOR against claims arising from the activities of the Utility Easement Owner Parties. Such insurance shall be in an amount of not less than $2,000,000 per occurrence for bodily injury, death, and property damage.

Environmental liability insurance or pollution liability may also be required if hazardous materials are encountered during the work.

4. INDEMNIFICATION
The Utility Easement Owner shall indemnify, defend, protect, and hold the GRANTOR and the GRANTOR Parties harmless from and against all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from the Utility Easement Owner’s use of the Easement Area, except to the extent caused by the negligence or wrongful acts of the GRANTOR Parties.

Utility Easement Agreement
(Sanitary Sewer Trunk Line)

5. MECHANIC'S LIENS
The Utility Easement Owner shall keep the GRANTOR Property, APN 841-10-009 & 841-10- 032, and Easement Area free of any mechanics’ or materialmen’s liens arising from work performed by the Utility Easement Owner Parties. If such liens arise, the Utility Easement Owner shall remove or bond against such liens within twenty (20) calendar days of notification.

6. COVENANTS TO RUN WITH THE LAND
The Utility Easement shall run with the land and bind the successors and assigns of the GRANTOR and the Utility Easement Owner.

7. DISPUTE RESOLUTION
In the event of any dispute or disagreement between the Parties regarding this Agreement, the Parties shall first attempt to resolve the matter through good faith negotiations. If the dispute remains unresolved, either Party may refer the dispute to mediation before pursuing litigation or other legal remedies. If mediation is unsuccessful, the Parties may proceed to litigation.

8. TERMINATION AND MODIFICATION
This Easement shall remain in effect in perpetuity unless the Sanitary Sewer Facilities are no longer in use or are permanently rerouted. In such cases, the Parties may terminate or modify the easement through mutual written agreement. If the easement is terminated, the GRANTEE shall remove any above-ground structures and restore the GRANTOR Property, APN 841-10- 009 & 841-10-032, to its original condition unless otherwise agreed upon.

9. ENVIRONMENTAL HAZARDS
In the event that hazardous materials, contaminated soil, or any environmental issues are encountered during the installation, maintenance, or repair of the Sanitary Sewer Facilities, the Utility Easement Owner shall immediately notify the GRANTOR and take appropriate steps to mitigate the hazard. Any necessary environmental cleanup shall be the responsibility of the Utility Easement Owner, and environmental liability insurance coverage shall be maintained to cover any such occurrences.

10. MISCELLANEOUS

10.1 Notices. Any notice required hereunder shall be deemed delivered if sent by registered or certified mail to the following addresses:

CITY OF GILROY

7351 Rosanna Street,
Gilroy, CA 95020
Attn: Director of Public Works/City Engineer

CITY OF MORGAN HILL
17575 Peak Avenue,
Morgan Hill, CA 95037
Attn: Legal Department

Utility Easement Agreement
(Sanitary Sewer Trunk Line)

11. IN WITNESS WHEREOF
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first written herein below.

CITY:

CITY OF MORGAN HILL
A Municipal Corporation
BY:

Christina Turner
Title: City Manager
Date:

GRANTOR:

CITY OF GILROY
A Municipal Corporation
BY:

Jimmy Forbis
Title: City Administrator
Date:

APPROVED AS TO FORM:

BY:

Donald Larkin
Title: City Attorney
Date:

BY:

Andy Faber
Title: City Attorney
Date:

EXHIBIT “A”

SANITARY SEWER EASEMENT
February 5, 2024
HMH 4897.00.272

REAL PROPERTY in the City of Gilroy, County of Santa Clara, State of California, being a portion of Parcel One as shown on that certain Parcel Map filed for record on December 8, 2004, in Book 778 of Maps, page 35, Santa Clara County Records, described as follows:

COMMENCING at southerly terminus of that certain course shown as “South 19°34'17" East,

65.96 feet, on the westerly line of said Parcel One as shown on said Map; Thence along said westerly line, North 19°35'08" West, 18.00 feet, to the TRUE POINT OF BEGINNING;
Thence continuing along said westerly line, North 19°35'08" West, 15.00 feet; Thence North 70°40'36" East, 150.59 feet, to the westerly line of Highway 101; Thence along said westerly line, South 19°15'25" East, 15.00 feet; Thence South 70°40'36" West, 150.50 feet, to the TRUE POINT OF BEGINNING.

Containing 2,258 square feet or 0.05 acres, more or less.

As shown on Exhibit “B" attached hereto and made a part hereof.

This legal description was prepared by me or under my direction in accordance with the Professional Land Surveyors Act.

Date: 2-5-24
489700LD06 - SSE.docx
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EXHIBIT "B"
PLAT TO ACCOMPANY DESCRIPTION:

SANITARY SEWER EASEMENT

CITY OF GILROY CALIFORNIA
Designed:

Drown: RF
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489700PL06

GRANTOR: CITY OF GILROY APN: 841-10-009/032
PROJECT NAME: SEWER RELIEF TRUNK LINE

EXHIBIT C
Grant of Sanitary Sewer Easement

RECORDING REQUESTED BY:

CITY OF MORGAN HILL
WHEN RECORDED MAIL DOCUMENT TO:

CITY CLERK

CITY OF MORGAN HILL
17575 PEAK AVENUE
MORGAN HILL, CA 95037

RECORD AT NO FEE PER GOVERNMENT
CODE SECTIONS 6103 & 27383
APN 841-10-009 & 841-10-032 SPACE ABOVE THIS LINE FOR RECORDER’S USE

GRANT OF SANITARY SEWER EASEMENT
City of Gilroy, as owners of the property APN 841-10-009 and 841-10-032 (Grantor), hereby grants to the City of Morgan Hill, a municipal corporation of the State of California (Grantee), a non-exclusive easement for sanitary sewer purposes over, under, and upon those certain areas of land, with the right to enter upon the easement at any time for inspection, installation, construction, repair and maintenance thereof, located within the easement area as described in Exhibit A and Exhibit B.

These easements shall be kept open and free from buildings, and structures of any kind except public service structures, irrigation systems, and appurtenances thereto, and lawful fences.

Executed the day and year first above written.

GRANTOR:

By:

Name: Jimmy Forbis, City Administer
Date:

EXHIBIT D
Benefitted Property

-I IIVII I- June 21, 2021
HMH 4897.00.272

SANITARY SEWER EASEMENT

LEGAL DESCRIPTION
REAL PROPERTY in the City of Gilroy, County of Santa Clara, State of California, being a portion of that parcel of land described in the Trust Transfer Deed recorded February 25, 2021, in Document No. 24846770 of Official Records, Santa Clara County Records, described as follows:

COMMENCING at the southerly corner of said parcel of land, being on the easterly line of East Street;
Thence along said easterly line, North 19°
19'24" West, 17.50 feet, to the TRUE POINT OF
BEGINNING;
Thence continuing along said easterly line, North 19°
19'24" West, 15.00 feet;
Thence North 70°
40'36" East, 269.69 feet, to the easterly line of said parcel of land; Thence along said easterly line, South 19°
35'08" East, 15.00 feet;
Thence South 70°40'36" West, 269.76 feet, to the TRUE POINT OF BEGINNING.

Containing 4,046 square feet or 0.09 acres, more or less.

As shown on Exhibit "B" attached hereto and made a part hereof.

This legal description was prepared by me or under my direction in accordance with the Professional Land Surveyors Act.

Date: --�6_'2._1 _2_, __ _
No. 8720
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SANITARY SEWER EASEMENT

CITY OF GILROY CALIFORNIA

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the deed or grant dated _ from the City of Gilroy to the City of Morgan Hill, a governmental agency, is hereby accepted by order of the City Council by the undersigned officer or agent on behalf of the Council pursuant to authority conferred by Resolution No. of the Morgan Hill City Council adopted on , 2024, and the grantee consents to the recordation thereof by its duly authorized officer.

Recommended for Approval
Scott C. Creer, City Engineer
City of Morgan Hill
Christina J. Turner, City Manager
Date:
2 January 2024

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

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

WITNESS my hand and official seal.

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

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

WITNESS my hand and official seal.

SIGNATURE OF NOTARY PUBLIC
(ABOVE AREA FOR NOTARY SEAL)
5 January 2024
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

HARDING AVE SANTA TERESA BLVD

HIGHLAND AVE MONTEREY HWY
HWY 101

MURRAY AVE

LEAVESLEY RD

CHESTNUT ST

CAMINO ARROYO
DAY RD

LAS ANIMAS AVE

MASTEN AVE
7TH ST

COHANSEY AVE RENZ LN
MILLER SLOUGH TRUNK SEWER SOUTH OF HIGHLAND PROJECT AREA FIGURE 1 CITY OF MORGAN HILL

3 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Nichole Martin, Community Services Coordinator
APPROVED BY: City Manager

ADOPT WEED ABATEMENT RESOLUTION

RECOMMENDATION(S)
Adopt resolution declaring weeds and brush to be a nuisance and setting the hazardous vegetation public hearing for January 15, 2025.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
REPORT NARRATIVE:

Under Government Code section 39561, cities may adopt a resolution declaring weeds and dry brush to be a public nuisance and order their abatement (Attachment 1). Weed and brush abatement services constitute the City’s weed abatement program and are key to reducing fire risk and protecting public safety. The City of Morgan Hill has contracted with Santa Clara County for weed and brush abatement services since 1996.

In the last several years, City and County staff have successfully worked together to streamline program administration and improve communications with Morgan Hill property owners. The County’s Consumer and Environmental Protection Agency - Weed Abatement Program manages the program. As in prior years, staff has combined the initial resolution for both the weed and brush abatement programs. Staff proposes that the abatement program commencement hearing take place on January 15, 2025.

Once the resolution is adopted, County staff will notify the affected property owners of the January 15th public hearing and of their obligations to abate hazardous vegetation before the deadline. In response to the City’s past request for more notification to the property owners, the County will also be mailing a courtesy notice out to affected property owners in the early Spring to further remind them of their obligations. The City’s Fire Department and the County’s Weed Abatement Division are continuing to integrate their efforts and communication methods to enhance customer service. The improvements instituted have eliminated customer complaints about receiving conflicting information from the two programs.

COMMUNITY ENGAGEMENT:

Empower

3 The weed abatement program relies on a full range of community engagement approaches. Much of it begins when the County Program or City Fire Department informs a property owner that a hazardous situation has been observed on their property. The owner is given several months during which they may consult and work together with program staff to understand the situation and the needed remedies.

Ultimately, each property owner is invited and empowered to remedy the situation themselves in order to minimize their program charges while maintaining public safety.

In addition, many of the properties on the original list got onto the list as a result of a complaint from a community member about a hazardous situation.

ALTERNATIVE ACTIONS:

The Council could choose not to act or delay action on this resolution. Not declaring weeds and brush to be a nuisance would potentially compromise community fire safety.

Delaying action would ultimately provide the affected property owners with less notice and time to plan for abating their hazardous vegetation.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

While this will be the first Council action addressing hazardous vegetation for the 2025 fire season, the recommended approach is consistent with the actions taken by the Council for over a decade.

FISCAL AND RESOURCE IMPACT:

The Weed Abatement Program is designed to be user-fee supported. The per-lot assessment includes costs for doing the weed and brush control work plus overhead County costs to administer the program. Based on the City’s agreement with the County, the City may need to ultimately contribute to the program’s costs if user fee revenues do not completely cover all of the County’s costs. Administering this program is an activity anticipated in the Public Services and Fire Departments’ work programs and budgets. Fees imposed by the County Program do not cover the cost of the City staff time associated in providing oversight and those resources are budgeted and funded through the General Fund (010).

CEQA (California Environmental Quality Act):

Categorical Exemption These activities are categorically exempt from environmental review under the California Environmental Quality Act pursuant to California Code of Regulations, Title 21, Section 15304(i) (Minor Alterations to Land – Fuel Management Activities).

RESOLUTION NO. 24-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF MORGAN HILL DECLARING CERTAIN HAZARDOUS

VEGETATION GROWING IN THE CITY OF MORGAN

HILL TO BE A PUBLIC NUISANCE, DESCRIBING
PROPERTIES WHERE SUCH NUISANCE EXISTS;

ORDERING ABATEMENT AND SETTING A PUBLIC

HEARING THEREON
WHEREAS, the City Council finds that certain weeds and brush are growing in the City of Morgan Hill upon the various streets, alleys, sidewalks, and upon private property, which said weeds and brush bear seeds of a wingy or downy nature, or may attain such growth as to become, when dry, a fire menace, or which are otherwise noxious and dangerous; and WHEREAS, the City Council further finds and declares that said weeds and brush constitute a public nuisance.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Morgan Hill authorizes as follows:

1. That the weeds, as described in the above recital, constitute and will continue to constitute a public nuisance, and it is ordered that this public nuisance be abated in the manner provided in Title 8, Chapter 8.20 of the Morgan Hill Municipal Code.

2. That the nuisance exists upon all streets, alleys, sidewalks, and private property within said City as shown, described and delineated on the several maps of the property in the City, which are recorded in the Office of the County Recorder of the County of Santa Clara, reference in each instance for the description of any particular street, alley, or private property being hereby made to the several maps mentioned, and in the event of there being several subdivision maps on which lots are shown, reference is hereby made to the latest subdivision map.

3. That it is ordered that Wednesday, the 15th day of January 2025, at 6:00 p.m., in the Council Chambers of the City Council of the City of Morgan Hill is hereby fixed as the time and place when objections to the proposed destruction or removal of weeds shall be heard and be given due consideration.

4. That the City Clerk of the City of Morgan Hill is hereby ordered and directed to cause notice of the adoption of this Resolution and notice of hearing to be given to property owners pursuant to Section 39562.1 of the Government Code.

City of Morgan Hill
Resolution No. 24-xxx

PASSED AND ADOPTED by the City Council of Morgan Hill at a Regular Meeting held on the 20tth day of November 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

APPROVED: ATTEST:

MARK TURNER, Mayor MICHELLE BIGELOW, City Clerk
 CERTIFICATION 
I, Michelle Bigelow, City Clerk of the City of Morgan Hill, California, do hereby certify that the foregoing is a true and correct copy of Resolution No.24-xxx, adopted by the City Council at the meeting held on November 20, 2024.

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

DATE:

MICHELLE BIGELOW, City Clerk

4 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Michael Horta, Human Resources Director
APPROVED BY: City Manager

APPROVAL OF MANAGEMENT, PROFESSIONAL, AND

CONFIDENTIAL EMPLOYEES RESOLUTION, ELECTED OFFICIALS

AND COUNCIL APPOINTED AND PART-TIME TEMPORARY AND

SEASONAL EMPLOYEES SALARY SCHEDULES

RECOMMENDATION(S)

1. Approve the Management, Professional, and Confidential Employees Resolution effective December 22, 2024;

2. Approve the Part-Time Temporary and Seasonal Employees salary schedule effective December 22, 2024; and

3. Approve the Elected Officials and Council Appointed salary schedules effective June 23, 2024 and December 11, 2024.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Maintaining and Enhancing Infrastructure
Fostering a Positive Organizational Culture
Preserving and Cultivating Public Trust
2024-2025 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

Management, Professional, and Confidential Employees Resolution The City Council considers revisions to the City’s existing Management, Professional, and Confidential Employees Resolution based on a recommendation from the City Manager. For calendar year 2025, CALPERS implemented an increase to all medical premiums within the CALPERS plan. The majority of our teammates are enrolled in the Kaiser plan which was increased by 9%. In an effort to offset the increase, the City recommends an increase to the City's contribution by 9% to be aligned with the Kaiser Plan. This is recommended to be implemented beginning December 22, 2024. The

4 recommended City contributions are provided below:
2025
Employee +
Family
$2,806.25
Employee + 1 $2,141.45
Employee
Only
$1,070.73
Part-Time Temporary and Seasonal Employees Salary Schedule The Part-Time Temporary and Seasonal Salary Schedule has been updated to align with the increased minimum wage of $16.50 per hour which takes effect January 1, 2025.

Elected Officials and Council Appointed Salary Schedules Under the California Public Employees’ Retirement System (CalPERS) regulations, the City Council is required to adopt salary schedules for all identified employee positions, including Mayor, City Council, Treasurer, City Manager, and City Attorney. Attached is the Appointed and Elected Officials Salary Schedule which includes a CPI increase effective July 1, 2024, that was included in both the City Manager and City Attorney employment agreements and the Appointed and Elected Officials Salary Schedule which includes the increase to the elected officials effective December 11, 2024.

COMMUNITY ENGAGEMENT:

The Human Resources Team will post the approved Management, Professional, and Confidential Employees Resolution and the Part-Time Temporary and Seasonal Employees and Elected Official and Council Appointed salary schedules on the Human Resources website page as is the City’s practice for all labor agreements and salary information.

ALTERNATIVE ACTIONS:

Council could choose to provide alternative direction related to the Management, Professional, and Confidential Employees Resolution. Council could modify the proposed Part-Time Temporary and Seasonal Employees Salary Schedule, provided all positions are paid at least the minimum wage.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On November 15, 2023, the City Council approved the Management, Professional, and Confidential Employees Resolution, Elected Officials and Council Appointed and PartTime Temporary and Seasonal Employees Salary Schedules.

4 On January 17, 2024, the City Council adopted ordinance 2351, amending sections

2.04.020 salary of Council Members and 2.04.030 salary of the Mayor of the chapter

2.04 City Council of the Municipal Code of the City of Morgan Hill.

On June 19, 2024, the City Council adopted the revised salary schedules for the Management, Professional, and Confidential Employees effective June 23, 2024, and Elected Officials and Council Appointed Positions which includes the increase to the elected City Treasurer effective December 2024.

FISCAL AND RESOURCE IMPACT:

There is no fiscal impact from the staff recommendations, as they have been approved and incorporated into the Adopted Biennial Budget, except for the increase in the City’s contribution to medical premiums, which is projected to have a fiscal impact of $30,000 per year. However, staff is not recommending any budget amendments at this time, as sufficient budget savings are anticipated to absorb the additional cost.

CEQA (California Environmental Quality Act):

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

RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF MORGAN HILL ADJUSTING THE SALARY

SCHEDULE FOR MANAGEMENT, PROFESSIONAL, AND

CONFIDENTIAL EMPLOYEES (THIS RESOLUTION
RESCINDS RESOLUTION NO. 232-05109)
WHEREAS, the City Manager has presented to the City Council of the City of Morgan Hill a recommended set of salary ranges and benefits for the Management, Professional, and Confidential employees; and
WHEREAS, the City Council of the City of Morgan Hill has reviewed said recommendations;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Morgan Hill as follows:

SECTION 1 - SALARY RANGES
A. Effective December 24, 2023June 23, 2024, base salaries for Groups 1-A, 1-B, 1-C, and 1-D, increase by 5%. See Salary Scheduleare included in the Salary Schedule attached as Exhibit A.

B. Effective the pay period including December 22, 2024, base salaries for Groups 1-A, 1-B, 1-C, and 1-D, increase by 5%, See Salary Schedule attached as Exhibit B.

C. Groups 1-A, 1-B, 1-C, and 1-D base salary ranges include the employee PERS contribution which is deducted from payroll (See SECTION 3, E-H.)
SECTION 2 - ESTABLISHMENT OF COMPENSATION AND JOB DESCRIPTIONS FOR GROUPS 1-A, 1-B, 1-C, and 1-D
A. The City Manager will establish the monthly compensation for the classifications in Group 1-A.

In order to attract high quality executive managers, foster job security within a professional climate, and provide the flexibility to remain competitive within the area job market, the City Manager has authority to enter into individual employment agreements with each executive manager; provided that the terms of the employment agreement do not exceed the total compensation permitted by this Resolution.

Employees listed in Group 1-A may receive a severance allowance as provided for in an individual employment agreement when they are separated in good standing from employment; provided that such separation is not for cause, or for reasons listed in Government Code 19572, or for any employee who voluntarily resigns from City service for personal reasons.

City of Morgan Hill
Resolution No. 24-XX

1. The City Manager shall establish an allowance amount, not to exceed six months’ salary, which is determined to be in the best interest of the city for the following executive classifications of the Group 1-A:

Assistant City Manager for Administrative Services
Assistant City Manager for Development Services
Assistant City Manager/Public Services Director
Chief of Police
Public Services Director

2. The City Manager shall establish an allowance amount, not to exceed three months’ salary, which is determined to be in the best interest of the City for the remaining classifications of the Group 1-A.

3. This severance allowance is in addition to any unused vacation or administrative leave pay unused at the time of separation.

B. Each Department Director will recommend to the City Manager the proposed monthly salary to be paid to each of the employees whose classification appears in Group 1-B, 1-C, and 1-D.

Upon approval of the City Manager, the monthly salary will be set within the prescribed range for each classification. The City Manager has the authority to increase the monthly compensation for employees in Group 1-B, 1-C, and 1-D, by a maximum of 10% within the prescribed range each fiscal year based on each individual employee's performance.

C. The City will contribute 2% of an employee’s base salary to a City-sponsored IRS 457 deferred compensation program of the employee's choice per pay period at the time of hire, an additional one percent (1%) after 5 years of service and an additional one percent (1%) after 10 years of service.

D. When it is proposed by the Personnel Officer that a new classification be created or an existing classification be changed, the City Manager shall submit justification for approval of that action to the City Council and if that action is approved, the City Manager will have the authority to approve new and revised job descriptions.

SECTION 3 - CONTRIBUTIONS TO THE CalPERS RETIREMENT SYSTEM, GROUPS 1-A, 1-B, 1-C, and 1-D
A. For "Classic Members" as defined by the Public Employees' Pension Reform Act of 2013 (PEPRA) and in the CalPERS retirement system:

1. Non-Safety (miscellaneous) employees listed in Groups 1-A, 1-B, 1-C, and 1-D will receive CalPERS retirement benefits under the 2.5% at age 55 plan.

City of Morgan Hill
Resolution No. 24-XX

2. Safety (sworn) employees listed in Groups 1-A and 1-B, will receive CalPERS retirement benefits under the 3% at age 50 plan.

B. For "New Members" as defined by PEPRA and in the CalPERS retirement system:

1. Non-Safety (miscellaneous) employees listed in Groups 1-A, 1-B, 1-C, and 1-D will receive CalPERS retirement benefits under the 2.0% at 62 plan.

2. Safety (sworn) employees listed in Groups 1-A and 1-B will receive CalPERS retirement benefits under the 2.7% at age 57 plan.

C. CalPERS defines a "New Member" as:

1. A new hire who is brought into CalPERS membership for the first time on or after January 1, 2013, and who has no prior membership in any other California public retirement system.

2. A new hire who is brought into CalPERS membership for the first time on or after January 1, 2013, and who is not eligible for reciprocity with another California public retirement system.

3. A member who established CalPERS membership prior to January 1, 2013, and who is hired by a different CalPERS employer after January 1, 2013, after a break in service of greater than six months.

4. CalPERS refers to all members that do not fit the definition of a "new member" as a "classic member.”
D. Non-Safety (miscellaneous) employees: Beginning with CalPERS rates effective July 1, 2013, the City and Non-Safety (miscellaneous) Management, Professional, and Confidential employees agreed to split future employer rate increases at a 50/50 ratio. This methodology will be used in subsequent years should CalPERS increase the Miscellaneous contribution rates.

E. The Miscellaneous “Classic Members” shall contribute, in addition to the “Classic Members” rate of

8.0%, an additional 5.165% towards the “Classic Members” CalPERS contribution rate for FY 2021-

22. The total “Classic Members” employee contribution obligation shall be 13.165%.

F. The Miscellaneous “New Members” shall contribute, in addition to the “New Members” rate of

7.0%, an additional 5.165% towards the “New Members” CalPERS contribution rate for FY 2020-

21. The total “New Members” employee contribution obligation shall be 12.165%.

G. Effective July 1, 2022 miscellaneous employees will share the employer’s CalPERS contribution rate at 6.12%. The employee’s contribution towards employer’s share of pension cost will be capped at 6.12%. The City and employees agree to split any rate decreases below the FY 2022-23 employer’s CalPERS contribution rate of 28.77% at a 50/50 ratio.

City of Morgan Hill
Resolution No. 24-XX

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

I. Safety (sworn) PEPRA employees: Beginning with CalPERS rates effective July 1, 2013, at which time the City’s employer contribution PEPRA rate was 11.5%, the City and Association agreed that, beginning with CalPERS PEPRA rates effective July 1, 2013, safety (sworn) PEPRA employees would not pay less than 11.50% and would split future increases to the City’s employer PEPRA contribution rates, including both the normal cost and any unfunded actuarial liability at a 50/50 ratio. For example, the City’s employer CalPERS safety PEPRA obligation was 12.114% in FY 16-17 with the PEPRA employees’ obligation was at 11.50%.

Therefore, City paid half of the 0.614% increase over the base year City’s employer PEPRA cost of 11.50% (equal to 0.307%) and safety PEPRA employees paid the other half (also equal to 0.307%). This methodology has been used in each year subsequent to FY 2016-17 and will be used in future years should CalPERS increase the City’s employer Safety PEPRA contribution rates. The Safety PEPRA employees CalPERS contributions rate for 2021-22 shall be 14.709% (13.00% employee + 1.709% of the employer share). Effective July 1, 2023, Safety (sworn) PEPRA employees will share the employer’s CalPERS contribution rate at 1.02%.

Effective July 1, 2024, Safety (sworn) PEPRA employees will share the employer’s CalPERS contribution rate at 1.607%.

J. Safety (sworn) Classic employees: Beginning December 30, 2018, the City and Safety (sworn) Management, Professional, and Confidential employees agreed, Safety (sworn) Classic employees shall share the employer’s CalPERS contribution rate at 6.12%.

SECTION 4 - HEALTH CARE CONTRIBUTIONS AND IRS 125 PLAN, GROUPS 1-A, 1-B, 1 - C, and 1-D
A. The City will contribute to the City’s medical and dental plans as follows:

1. For employees with family coverage, up to $2,574.54/month in 2024 and up to $2,703.27806.25/month in 2025.

2. For employees with employee plus one coverage, up to $1,982.32/month in 2024 and up to $2,062.86141.45/month in 2025.

3. For employees with employee only coverage, up to $982.32/month in 2024 and up to $1,031.4470.73/month in 2025.

4. Employees enrolling in City health but not using the maximum amount available from the City for their premium category (employee only, employee + 1, employee + family) shall not be entitled to the surplus. Employees enrolling in plans whose cost exceeds the maximum amount available from the City for their premium category shall have the difference deducted on a pre-tax basis from their paycheck.

5. Employees who waive medical coverage and annually provide proof of alternate medical coverage shall be entitled to a taxable health in lieu payment of six hundred ten dollars ($610) per month.

City of Morgan Hill
Resolution No. 24-XX

6. If an employee waives medical and elects dental coverage, the employee will receive the taxable health in lieu payment of six hundred ten dollars ($610) per month but will pay the appropriate dental premium.

B. The City will continue to provide coverage under the Concern Employee Assistance Program.

C. The City will continue to offer an IRS Section 125 program.

SECTION 5 - GENERAL BENEFIT PROVISIONS, GROUPS 1-A, 1-B, 1-C, AND 1-D The City will comply with the requirements of the City Personnel Rules and Regulations and the Fair Labor Standards Act governing the use of taking and reporting time off work for management employees.

A. Holidays

1. The City will grant the following paid holidays to employees:

New Year's Day
Martin Luther King, Jr. Day
President's Day
Cesar Chavez Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Day after Thanksgiving
Christmas Eve
Christmas Day
One (1) day holiday to be used during the furlough period or on the last workday before the holiday.

Two floating holidays which must be used during the fiscal year.

2. Holidays are paid at a rate of eight hours of time off; employees on alternate work schedules must use additional leave balances to receive full pay on a holiday.

3. With the approval of the employee's supervisor, employees may "float" holidays to another day within the same fiscal year provided they work on the holiday.

B. Sick Leave Accrual

1. Sick Leave credit for employees will be accumulated on the basis of eight hours of sick leave per month (96 hours per year).

City of Morgan Hill
Resolution No. 24-XX

2. The City will, at the end of each calendar year, pay each employee twenty-five percent of the unused sick leave earned that year unless the employee requests not to receive such a payment.

3. The balance of the unused sick leave will then be accumulated on an unlimited basis.

4. Upon retirement, 100% of the employee's unused sick leave balance will be credited to the employee's retirement eligibility. This amount would then be converted into time in service and added to the employee's retirement eligibility. (Reference - City contract with CalPERS, Section 20862.8)

5. Each employee may take 16 hours of personal leave time during the fiscal year which is charged against the current year's sick leave accrual.

6. The City Manager may negotiate establishing a leave "bank" with new employees at time of hire.

C. Vacation Leave Accrual

1. Each employee will be credited vacation on the basis of 120 hours per year for the first five years of City service. After five years of service, vacation will be credited on the basis of 160 hours per year.

2. The maximum accumulation of vacation will be no more than that earned for three years annual accrual effective December 31, 2024 and two years annual accrual effective June 30, 2025.

3. Additional vacation accrual will not be provided until the employee's vacation balance drops below the maximum accrual limit as January 1, 2025 and July 1, 2025 in any given year.

4. The City Manager may negotiate vacation accrual rates and/or establish a leave "bank" with new employees at time of hire.

D. Administrative Leave, Groups 1-A, 1-B, and 1-C

1. Employees listed in Groups 1-A, 1-B, and 1-C receive and may use up to 72 hours of administrative leave with pay per fiscal year.

2. Administrative leave time for employees in Groups 1-A, 1-B, and 1-C will be available for one additional year if not used in the fiscal year that it was initially available. If, however, the administrative leave time that was carried over to the following fiscal year is not used during the second year, it will be lost at the end of the second fiscal year. In effect, the maximum amount of administrative leave time that may be available to an employee at any given time is 144 hours.

City of Morgan Hill
Resolution No. 24-XX

3. Effective July 1, 2016, new employees who are hired during any month other than July, will initially receive prorated administrative leave hours of six (6) hours per month depending on date of hire and the hours will be banked at time of hire (i.e. employees hired in the month of August would receive 66 hours of administrative leave because they will be working a total of eleven (11) months in the fiscal year). All regular, full-time employees will receive 72 hours of administrative leave each fiscal year following their hire date. Part-time employees have prorated benefits and their total administrative leave hours will be prorated based on their position allocation.

E. Leave Cash Out
Employees listed in Groups 1-A, 1-B, 1-C and 1-D may cash out up to 120 hours of accrued vacation, administrative leave, or a combination of the two, per calendar year.

Employees must make an irrevocable election by December 1 of each year for the following calendar year stating their intent to cash out and the eligible number of hours.

If employees do not request payment of the elected cash amount by November 1 of each year, Payroll will automatically cash out the amount designated by the employee on or after the pay period including November 1st.

F. Bereavement Leave
Management, Professional, and Confidential employees shall, per occurrence, be granted Bereavement Leave when a death occurs in the employee's or spouse's immediate family. For the purpose of this section, "immediate family" is defined as father, mother, brother, sister, spouse, natural or legally adopted child, step-child, in-laws, grandparents, and grandchildren.

Up to three (3) days of bereavement leave shall be granted when the death and service are within the State of California and up to five (5) days when the death or service is outside the State. Bereavement Leave usage shall not be charged against the employee's Sick Leave or Vacation Time. Employees may also use up to two (2) additional days of Sick Leave to supplement their allotted Bereavement Leave if other circumstances require absence during this time, subject to the approval of the employee’s supervisor and deducted from the employee’s other leave banks.

Special circumstances beyond this definition may be considered on a case-by-case basis and must be approved by the City Manager. This leave will not affect the twenty-five percent cash out of sick leave for the same calendar year.

G. Professional Development
It shall be the philosophy of the City to encourage employees to attend classes, seminars, conferences, etc. which will enable the employee to develop professionally. Such attendance must be approved by the Department Director or the City Manager. The City may request employees who complete such a course to report or train other employees in the skills they have attained.

City of Morgan Hill
Resolution No. 24-XX

1. Tuition Reimbursement Program
Employees are eligible to receive tuition reimbursement of up to $3,000 per fiscal year for the cost of books and tuition for classes or courses beneficial to the employee's career development. All classes must be approved in advance by the Department Director or City Manager. Reimbursement will take place upon a successful completion or passing of the course.

2. Membership Dues
For employees listed in Groups 1-A and 1-B, the City shall provide a personal membership dues reimbursement of up to $1,200 per fiscal year for costs associated with joining and participating in Morgan Hill community service organizations such as Rotary or Kiwanis. Reimbursement of membership dues for community service organizations requires the prior approval by the Department Director or the City Manager.

H. Life and Disability Insurance
The City shall pay the premiums for short-term disability, long-term disability, and life insurance plans.

1. Life insurance levels shall be as follows for the employees listed in Section 1:

Group 1-A $250,000
Group 1-B $150,000
Group 1-C $100,000
Group 1-D $100,000
This amount decreases when the employee reaches age 65, 70, and 75. The Life Insurance benefit will be paid to the employee’s beneficiary upon the death of the employee as outlined in the program documents.

2. Short-term disability coverage for employees shall be at the maximum rate of $1,384 per week based on 66⅔% of the actual weekly salary after an eight-day elimination period.

3. Long-term disability coverage for employees shall be at the maximum rate of $6,000 per month based on 66⅔% of the actual monthly salary after a 60-day elimination period.

I. RetirementMedicalPlan
Upon retirement, employees may continue enrollment in the medical insurance plans provided by CalPERS without an interruption of coverage. Such enrollment will be contingent upon the employee meeting the requirements of the medical plans provided by CalPERS and paying the monthly premium to CalPERS at the employee's expense. It will be the employee's responsibility to make sure the insurance premium is paid to CalPERS before the due date.

Failure to do so will result in the employee being terminated from their medical coverage.

City of Morgan Hill
Resolution No. 24-XX

J. Special Assignment Pay
Special Assignment Pay may be granted to employees who have assumed, for an extended period, significant additional responsibilities outside their current classification. The request for special assignment shall describe the assignment, justify why it is to be performed by the designated employee, and give a specific duration for completion of the assignment with a start and end date. Special assignment pay is up to 10% above the employee’s normal pay rate. The special assignment and related compensation may be revoked at any time at the discretion of the Department Director, or the City Manager or designee. Special Assignment Pay will be requested in advance by the Department Director and authorized by the City Manager or designee, and then processed by the Human Resources Division. Special Assignment Pay shall be discontinued on the date originally identified for completion of the assignment, unless an extension of specific duration is approved by the City Manager or designee prior to the end of the original assignment end date. This pay will not be considered additional compensation as defined by the California Public Employees’ Retirement Systems (CalPERS).

K. Employee Uniform Allowance
Safety employees in Groups 1-A and 1-B will be eligible for the following uniform allowance:

Chief of Police and Police Captain: $1,400
Police Support Services Manager: $810
L. Work Schedule
The City Manager will establish the standard work schedule for employees. Based on the needs of the City, the City Manager may at his/her discretion, change the work schedules of employees at any time.

M. Auto Allowance
The City Manager may establish a monthly allowance for selected employees listed in Groups 1-A and 1-B who use their personal vehicles on City business. Based on the needs of the City, the City Manager may, at his/her discretion, change the auto allowance of employees at any time. The current monthly allowance range is $225 - $325.

N. Cell Phone Allowance
The City Manager may establish a monthly allowance for selected employees who use their personal cell phones on City business. Based on the needs of the City, the City Manager may, at his/her discretion, change the cell phone allowance of employees at any time. The current monthly allowance is established in Administrative Policy III019.

O. Bilingual Pay
Employees identified by the City Manager/Department Head to use another language in their work and who are certified by the process described below shall receive the following compensation:
a. Employees shall receive a monthly stipend of $150.

City of Morgan Hill
Resolution No. 24-XX

b. The Certification process shall be completed by a provided contractor by Human Resources or a 3 person panel (established by Human Resources) to determine conversational competence. Employees shall be subject to recertification every 2 years unless waived by City.
c. An eligible employee may request to be tested for bilingual certification at any time and the test shall occur within a reasonable amount of time.

SECTION 6 -EFFECTIVE DATE
This resolution shall be effective December 226, 20241. Compensation shall be made available to only those employees covered by this section who are still employed as a Management, Professional, or Confidential employee with the City as of the effective date of this agreement.

As of the effective date of this Resolution, Resolution No. 21-02523-051 shall be superseded and rescinded.

PASSED AND ADOPTED by the City Council of Morgan Hill at a Regular Meeting held on the 15th 20th day of November 20243 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

APPROVED: ATTEST:
____________________________ ___________________________ MARK TURNER, Mayor Michelle Bigelow, City Clerk
 CERTIFICATION 
I, Michelle Bigelow, City Clerk of the City of Morgan Hill, California, do hereby certify that the foregoing is a true and correct copy of Resolution No. 230-XXX, adopted by the City Council at the meeting held on November 15,20, 20243.

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

DATE: _____________________ ___________________________________ Michelle Bigelow, City Clerk

City of Morgan Hill
Resolution No. 24-XX

City of Morgan Hill
Resolution No. 24-XX

CITY OF MORGAN HILL

PART-TIME TEMPORARY AND SEASONAL EMPLOYEES SALARY SCHEDULE Salaries effective the pay period including January 1December 22, 2024 CLASSIFICATIONS Bottom Step
Hourly
Top Step
Hourly

INTERNS
High School Work Experience Student $16.5000 $20.00
Intern – College/Grad School $18.00 $35.00

POLICE DEPARTMENT
Level I Reserve Police Officer Hourly rate for Step A Police Officer Level II Reserve Police Officer 90% of hourly rate for Step A Police Officer Per Diem Dispatcher Hourly rate for Public Safety Dispatcher Police Cadet – High School $16.5000 $18.00
Police Cadet –College (Fresh/Soph) $18.00 $20.00
Police Cadet – College (Jr./Senior) $20.00 $25.00
Police Officer Trainee 90% of monthly rate for Step A Police Officer Reserve Officer Trainee $16.5000

TEMPORARY AND SEASONAL
Administrative Specialist $22.00 $35.00
Building Coordinator $22.00 $27.00
Clerical Assistant $19.00 $26.00
Communications Technician $165.50 $32.00
Deck Coordinator $24.00 $32.00
Environmental Services Specialist $20.00 $35.00
Facility Maintenance Assistant $20.00 $35.00
Fire Plans Examiner/Inspector $35.50 $45.00
GIS Analyst $30.00 $40.00
Government Access Technician $20.00 $30.00
Lifeguard $17.50 $25.00
Lifeguard - Lead $22.00 $28.00
Maintenance Worker Assistant $18.00 $28.00
Recreation Instructor $16.50 $52.50
$52.50 Recreation Leader $17.00 $25.00
Recreation Specialist $22.00 $35.00
Retired Annuitant $20.00 $115.00
Senior Recreation Leader $20.00 $26.00
Special Projects Coordinator $18.00 $50.00

City of Morgan Hill
Resolution No.

Swim Instructor $18.00 $26.00
Swim Instructor - Lead $22.00 $27.00
Welcome Desk Coordinator $22.00 $27.00
Welcome Desk Representative $17.00 $25.00
Other Part-Time Temporary or Seasonal positions may be tied to the Salary Schedule for the Bargaining Units which are not listed above. The above list only includes those part-time and temporary positions which are frequently used or are not contained on a bargaining unit salary schedule.

Job Classification
Bottom
of Range
Monthly
Top of
Range
Monthly
Annual
Maximum
Elected Officials
Mayor - $834 $10,008
Council Members - $313 $3,756
City Treasurer - $200 $2,400
Appointed by the City Council
City Manager - $27,434 $329,209
City Attorney - $25,827 $309,927
Compensation for elected officials per City Ordinance No. 1780 and Council Resolution No. 5235

CITY OF MORGAN HILL

ELECTED OFFICIALS AND COUNCIL APPOINTED/UNREPRESENTED/EXEMPT EMPLOYEES

SALARY SCHEDULE
As of: June 23, 2024

As of: December 11, 2024
Job Classification
Bottom
of Range
Monthly
Top of
Range
Monthly
Annual
Maximum
Elected Officials
Mayor - $3,397 $40,764
Council Members - $1,275 $15,300
City Treasurer - $815 $9,780
Appointed by the City Council
City Manager - $27,434 $329,209
City Attorney - $25,827 $309,927
Compensation for elected officials per City Ordinance No. 1780 and 2351 and Council Resolution No. 5235

CITY OF MORGAN HILL

ELECTED OFFICIALS AND COUNCIL APPOINTED/UNREPRESENTED/EXEMPT EMPLOYEES

SALARY SCHEDULE

5 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Chris Ghione, Public Services Director
APPROVED BY: City Manager

APPROVE AMENDMENT TO PROPERTY USE AGREEMENT WITH THE

SANTA CLARA VALLEY HABITAT AGENCY

RECOMMENDATION(S)
Authorize the City Manager to execute a property use agreement amendment with the Santa Clara Valley Habitat Agency.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Advocating for Local, Regional, and State Legislative Initiatives 2024-2025 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

Since 2013, the Habitat Agency of Santa Clara Valley has utilized City facility space in the modular buildings adjacent to the Council Chambers Building at the Civic Center.

The most recent agreement for space use was entered into on January 29, 2024, under the City Manager's authority. In addition to the benefit of collecting market rate rent for space, the City also provides Clerk services through the City Clerk's Office, with the City receiving a fee for the service. The partnership has been a great benefit to the City, allowing easy access to regional agency staff located adjacent to the City's Development Services Staff.

The modular buildings are significantly aged and the costs to maintain them are rising.

The City currently has no staff within the buildings, but leases about half of the space to the Habitat Agency. It has long been discussed that the Habitat Agency could move into the new non-profit center (along with other non-profits) when completed. The City has an agreement with a developer to construct the non-profit center adjacent to the Community Center. However, the construction of the facility and associated residential construction is moving very slowly and is still likely more than a year away.

The Habitat Agency has now requested to use additional space and extend the term of the agreement. The agreement would be extended through June 30, 2026. Since the space is not being used by City staff and will result in additional revenue for the City, City staff recommend approval of the amended property use agreement.

5 COMMUNITY ENGAGEMENT:

Not Applicable
No community engagement was performed related to the lease agreement amendment.

ALTERNATIVE ACTIONS:

The City Council could choose not to approve the property use agreement amendment and provide City staff with alternate direction.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

Previous actions on the property use agreement were completed under the City Manager authority.

FISCAL AND RESOURCE IMPACT:

The amended lease will provide $3,037.27 per month to the City, an increase of $1,000 per month over the original agreement.

CEQA (California Environmental Quality Act):

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

1 FIRST AMENDMENT TO PROPERTY USE AGREEMENT FOR

USE OF SPACE AT

MORGAN HILL CITY HALL CAMPUS

BY AND BETWEEN CITY OF MORGAN HILL

AND THE SANTA CLARA HABITAT AGENCY
This FIRST AMENDMENT to PROPERTY USE AGREEMENT is entered into and becomes effective on ________________ ("Effective Date") between the CITY OF MORGAN HILL, a municipal corporation of the State of California (“CITY”), and the SANTA CLARA VALLEY HABITAT AGENCY, a California Joint Exercise of Powers Agency, pursuant to the California Joint Powers Act (“AGENCY”), hereinafter referred to collectively as the “Parties".

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

1. This First Amendment to Agreement is entered into based upon the authority of the City Manager pursuant to Chapter 2.08.040 R 1.c. of the Morgan Hill Municipal Code.

2. The CITY and AGENCY entered into that "Property Use Agreement for Use of Space at Morgan Hill City Hall Campus" made as of January 29, 2024, for use of the Premises, known as “the Villas” (“PROPERTY USE AGREEMENT”). The PROPERTY USE AGREEMENT is attached as Exhibit "1" to this Agreement.

3. The CITY desires to continue to allow AGENCY to use the Premises, and the AGENCY desires to continue to use the Premises, to perform its executive and administrative services on the Premises.

AGREEMENT
The Parties Mutually Agree as Follows:

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

A. Pursuant to Section 6 of the PROPERTY USE AGREEMENT, the term is extended through June 30, 2026, by mutual consent of the Parties.

B. As of the Effective Date, all references to Exhibit A shall now be updated to Exhibit A-1, that is hereby attached and incorporated herein by this reference.

C. Section 7 of the PROPERTY USE AGREEMENT shall be amended by the following:

As of the Effective Date, pursuant to Section 7 of the PROPERTY USE AGREEMENT, the Use Payment shall be $3,037.27 per month.

Docusign Envelope ID: 0A98DB8E-CBDA-41DA-9C2B-8971403EEEB6

2 2. “Conflicting Provisions: In the event of a conflict between the terms and provisions of the Property Use Agreement and the First Amendment to Property Use Agreement, the terms of this First Amendment to Property Use Agreement shall govern and control.”

3. The individuals executing this First Amendment to Property Use Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective entities.

In WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the effective date.

CITY OF MORGAN HILL,
Approved as to Form:

Christina Turner, City Manager Donald Larkin, City Attorney By:___________________________________ By:_______________________________

Date:_________________________________ Date:_____________________________ Attest:

By:_____________________________________
Michelle Bigelow, City Clerk
Date:___________________________________

SANTA CLARA VALLEY HABITAT AGENCY
By: ____________________________ Date: ___________________________ Edmund Sullivan, Executive Officer
Approved as to Form:

Attest:

By: ___________________________ By: ___________________________ Michelle Bigelow, Agency Secretary Valerie Armento, General Counsel Docusign Envelope ID: 0A98DB8E-CBDA-41DA-9C2B-8971403EEEB6

EXHIBIT A-1

PREMISES
Premises are located at 535 Alkire Avenue, Morgan Hill, California 95037.

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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E

PROPERTY USE AGREEMENT FOR

USE OF SPACE AT

MORGAN HILL CITY HALL CAMPUS

BY AND BETWEEN

THE CITY OF MORGAN HILL
AND

THE SANTA CLARA VALLEY HABITAT AGENCY

1. PROPERTY USE AGREEMENT
This PROPERTY USE AGREEMENT ("Agreement") is made and entered into on 1/29/2024
, 2023 (the "Effective Date"), by and between the CITY OF MORGAN HILL, a municipal corporation of the State of California (hereinafter "City"), and the SANTA CLARA VALLEY HABITAT AGENCY, a California Joint Exercise of Powers Agency, pursuant to the California Joint Powers Act (hereinafter "Agency"), who agree as follows:

2. RECITALS

2.1. City is the owner of that certain real property located at 535 Alkire Avenue, Morgan Hill, CA 95037 upon which that certain structure commonly called "The Villas" is located (the "Premises", as that Premises is further described or depicted on Exhibit A attached hereto and incorporated herein).

2.2. Agency is the implementing entity for the Santa Clara Valley Habitat Conservation Plan/Natural Community Conservation Plan ("Plan"), which is a regional plan and program for land acquisition, management and maintenance involving a variety of funding sources and stewardship agencies. The specific aim of the Plan is to preserve and maintain habitat for wildlife, specifically for those that are threatened or endangered as required by federal and state law.

2.3. City is a member of Agency formed pursuant to the Joint Powers Act, Gov.

Code §6500 et seq., to implement the Plan and City believes it is in City's interest to assist in the success of Agency. City and Agency previously entered into five-year Property Use agreements for the Premises on September 20, 2013, and December 20, 2018, that terminates on December 31, 2023.

2.4. City desires to allow Agency to use the Premises to provide Agency's administrative services and for Agency to perform its administrative functions, at the times and in the locations described in Exhibit B entitled, "Provision of Services and Use of Premises" attached hereto and incorporated herein by this reference.

2.5. City wishes to support and assist Agency in its transition as an ongoing, independent Agency and has determined that providing operational office space to Agency for its administrative functions in the near term furthers City's goal of facilitating implementation of the Plan and is an efficient use of City resources for a public purpose.
-1-
S:\Habitat Agency\agreements\Habitat Agency Property Use Agreement 11-30-2023 FINAL.docx EXHIBIT 1
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DocuSign Envelope ID: 319F8DDA-731 A-45E1-A039-059CA60A219E

2.6. City and Agency desire to enter into this Agreement to acknowledge the foregoing recitals and to provide for an appropriate method for City to provide office space to the Agency's administrative functions and for Agency to compensate City for the use of the Premises for that purpose.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE

RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES TO THIS AGREEMENT HEREBY AGREE AS FOLLOWS:

3. AGREEMENT CONTACT INFORMATION. The name and address of Agency for purposes of this Agreement are as follows:

Name:

Address:

Contact:

Santa Clara Valley Habitat Agency
535 Alkire Avenue
Morgan Hill, CA 95037
Executive Officer
The name and address of City for purposes of this Agreement are as follows:

Name:

Address:

Telephone:

Contact:

City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
( 408) 779-7271
City Manager

4. PERMITTED USE. Agency is authorized to use the Premises for the continuous operation of Agency's nonprofit services and operations in implementing and managing the Plan as further described in Exhibit B. Agency shall not use or permit to be used or suffer the use of the Premises for any other purpose without City's prior written consent, which consent may be granted or withheld in City's sole discretion.

5. PREMISES, USE AND GENERAL PAYMENTS. Agency is authorized to use the following spaces on the Premises as depicted on Exhibit B on a basis as set forth below, subject to any further conditions as may be set forth in said Exhibit B. -2-
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6. Space Description Exclusive, Common
(as shown in Use
Exhibit B)
Reception Area, Exclusive Use
Executive Director
Office Space, Work
Areas
Conference Room, Common Use
Break Room,
Restrooms,
Hallways

5.1. Exclusive, Preferential, Common Uses. Subject to any further conditions as may be set forth in Exhibit B, (a) any space identified as "Exclusive" in Section 5 above shall be exclusive use space for Agency, of which Agency shall have sole use for its own operations, subject to the City's right to enter pursuant to Section 11.5 of this Agreement, and (b) any space identified as "Common" will be available for use by Agency in the same manner as said spaces are available to City, with conference room use being subject to reservation by either party hereto as needed.

5.2. Remittance and Late Payment Costs. All payments due to City by Agency shall be remitted to City without set off or deduction. Agency acknowledges that late payment of payments and other sums due to City under this Agreement will cause City to incur costs not contemplated by this Agreement, the exact amount of which will be difficult to ascertain.

Accordingly, if any payments due from Agency to City under this Agreement are not received within fifteen ( 15) days after the date due, Agency shall also owe and pay to City a late charge equal to four percent ( 4%) of such overdue amount. The parties agree that the late charge represents a fair and reasonable estimate of the costs City will incur because of the late payment by Agency.

Acceptance of the late charge by City shall not constitute a waiver of City's default for the overdue amount, nor prevent City from exercising other rights and remedies available to City at law or in equity.
5 .3. Proration. In the event that the term of this Agreement shall commence or end on any day other than the first or last day of a calendar month, such monthly payment consideration due for a portion of such month shall be prorated on a per-diem basis, and the first payment of amounts to be paid to City from Agency shall be due to City on or before the Effective Date hereof; provided, however, that the parties hereto may mutually agree to another due date for said first payment from Agency to City.

TERM. This Agreement is effective as of the Effective Date and will terminate on December 31, 2024, except that this Agreement shall earlier terminate upon (a) a date designated by either party provided that the terminating party provides written notice of termination to the other party at least one hundred and twenty (120) days prior to the -3-
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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E termination date, or (b) the date of an uncured default as set forth in Section 16 of this Agreement. The term of the Agreement may be extended by mutual consent of the Parties, and City's City Manager is authorized to extend the term of this Agreement upon the same other terms and conditions contained herein on the Effective Date on behalf of City.

7. USE PAYMENT. As consideration for City allowing Agency to use the Premises pursuant to and in accordance with the terms and conditions of this Agreement, Agency agrees to and shall pay to City on the Effective Date of this Agreement, subject to the provisions of Section

5.3 above, and no later than the first day of each subsequent month during such time as this Agreement continues to remain in effect or, if this Agreement terminates or expires but Agency still has not vacated the Premises, then, during such holdover period, the sum of two thousand thirty-seven dollars and twenty-seven cents ($2,037.27) per month.

8. ASSIGNMENT AND SUBLETTING. Agency shall not assign this Agreement or any of Agency's rights, obligations or duties, or sublet the Premises or any portion thereof, and any such attempt to so assign or sublet shall be null, void and of no effect.

9. CONDITION OF PREMISES. City represents and warrants that the Premises 1s m satisfactory condition for Agency's intended use of the Premises as administrative office space. Agency accepts the Premises for its use under this Agreement in its present condition, subject to (a) all matters discoverable by physical inspection of the Premises or that would be discovered by an accurate survey or review of the Premises, and (b) all matters known to Agency or of which Agency has notice, constructive or otherwise. The taking of possession of the Premises shall, in itself, constitute acknowledgment and agreement by Agency that the Premises is in a condition satisfactory for Agency's use, and that City has not agreed to undertake any modifications, alterations or improvements to the Premises except as specifically provided in this Agreement. Agency specifically acknowledges that, except as otherwise may be expressly provided herein, City has made no representations concerning the condition of the Premises or the fitness of the Premises for the Agency's intended use, or the compliance of the Premises with any federal, state or local building codes or ordinance or with any laws or regulations or guidelines regarding disabled or handicapped persons, including without limitation the Americans with Disabilities Act of 1990.

10. MAINTENANCE; REPAIRS. City shall maintain the Premises at City's expense, including but not limited to all exterior landscaping, windows, the mechanical, plumbing, and electrical equipment serving the Premises and the structure ( commonly known as "The Villas"), in reasonably good order and condition so as to meet the reasonable needs of the Agency, except for damage, excluding normal wear and tear, caused solely by the Agency.

Damage resulting solely from Agency's use of the Premises shall be repaired by Agency at Agency's sole cost and expense. The standard of this maintenance shall be equal to that of other City office buildings of a similar class in the City of Morgan Hill.

11. MAINTENANCE - INTERIOR SPACES. City shall, at City's cost and expense, provide routine janitorial maintenance of the interior spaces of the Premises, both the Common Use spaces and Agency's Exclusive Use spaces, in a manner similar to that which City provides to the balance of City's City Hall Campus. Agency shall conduct its operations and use the -4-
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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E Premises in a lawful manner and in a manner that maintains the Premises in a good, clean, safe and sanitary condition.

11.1. Alterations. Agency shall make no alterations, additions or improvements to the Premises without first obtaining the written permission of the City.

Agency shall pay for all labor done and materials furnished for any alterations, additions or improvements to the Premises. Upon Agency's completion of any alterations, additions or improvements within the Premises, Agency shall furnish to City a set of reproducible, final "as built" drawings of any and all such alterations, additions or improvements. Agency waives the right to make repairs at the expense of the City.

11.2. Liens or Encumbrances. Agency shall keep the Premise free and clear of any liens or encumbrances of any kind whatsoever created by or through Agency.

If any such lien or encumbrance is filed, Agency shall not be deemed to be in default if such lien or encumbrance has been removed of record within 45 days of the filing thereof. If Agency fails to do so, City shall have the right and option, but not the duty, to pay or otherwise discharge, stay or prevent the execution of any lien or encumbrance. In such event, City shall not be deemed to have waived the City's right to declare Agency in default under this Agreement, and Agency shall reimburse City for all sums expended in connection with removing such lien or encumbrance, including City's reasonable attorneys' fees and costs, and such reimbursement shall be due and payable by Agency to City ten (10) days after City's written demand to Agency for any such payments, fees or costs.

11.3. Waste. Agency shall not commit nor permit to be committed any waste upon the Premises or carry on any nuisances or illegal activities on the Premises.

11.4. Agency's Property. Any and all personal property belonging to or brought onto the Premises by Agency or any of its officers, employees, agents, invitees or licensees shall be at the sole risk of Agency. Agency shall have the ability to lock the external doors to the Premises and activate an alarm.

Subject to City's right of approval, Agency may place and install trade fixtures and other personal property in the Premises for use in connection with its operations, and the same shall be and remain the property of Agency.

Agency shall, however, be responsible for the cost of repairing any damage to the Premises or any other improvements of City which are caused by the removal of any such trade fixtures and personal property brought onto the Premises by or through Agency. Notwithstanding the foregoing, however, if Agency shall at any time be in default, then City shall have the benefit of any statutory liens on Agency's property located in or on the Premises which are available to it under the laws of the State of California, and Agency shall not remove or permit the removal of any of such property until all amounts secured by such liens have been paid and all other defaults under this Agreement have been cured.

11.5. City's Right to Enter. City and its designated agents shall have the right to enter any and all parts or spaces on Premise at any reasonable time for inspection, maintenance, repair, attending to emergencies or any other reasonable business or purpose.
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11.6. Utilities. Agency's Use Payment set forth in Section 7 of this Agreement includes charges for telephone, internet access, copier lease, electricity, water, sewer and trash collection, if any, as set forth in Exhibit B.

12. RULES AND REGULATIONS. Agency agrees to perform its activities on the Premises in a manner that comports with customary business practices and behavior for a public agency. Agency covenants and agrees to observe and comply with all reasonable rules and regulations promulgated by City and its authorized designees that do not unduly infringe on Agency's ability to use the Premises for the intended purpose, including all safety, security and operations directives of the City Manager, which now exist or may hereafter be promulgated from time to time governing conduct on and operations at the Premises and the use of facilities at the City Hall Campus. Agency further covenants and agrees to observe and comply with any and all valid and applicable requirements of all duly-constituted public authorities and with all federal, state and local statutes, ordinances and regulations applicable to Agency, the Premises or City. Agency agrees to promptly pay or reimburse City for any fines which may be assessed against City as a result of the violation by Agency of any applicable law or regulation arising from Agency's use of the Premises, which payment shall be made by Agency to City within fifteen (15) days from receipt of City's invoice for such amount and documentation showing that payment of such fine is Agency's responsibility.

13. INSURANCE REQUIRED.

13.1. Insurance. Agency shall, at its own cost and expense, purchase and maintain throughout the term of the Agreement the levels of insurance set forth on Exhibit C, entitled "Insurance Provisions," attached hereto and incorporated herein by this reference.

13.2. Insurance Certificates. At least three (3) business days prior to the commencement of the term of this Agreement and at least thirty (30) days prior to the expiration of any policy or policies provided by Agency, Agency shall cause a certificate or certificates of insurance to be furnished to City evidencing all such coverage, and such certificate shall provide that the policy or policies will not be cancelled nor the limits materially changed without first providing at least thirty (30) days' written notice thereof to City. At the City's request, copies of all required insurance policies will be provided to City.

14. INDEMNIFICATION.

14.1. Neither City, nor any officer, employee or agent thereof, shall be responsible for any damages, loss, costs, or liability arising out of or occurring by reason of anything done or omitted to be done by Agency under or in connection with this Agreement. It is also understood and agreed that, as authorized by California Government Code section 895 .4, Agency shall fully defend, indemnify and hold City, its officers, employees and agents harmless from any claims, costs, loss, damages or liability arising out of or occurring by reason of anything done or omitted to be done by Agency under or in connection with this Agreement. Agency shall use counsel reasonably -6-
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15. 16.
acceptable to City's City Attorney. The provisions of this Section 14.1 shall survive the expiration or earlier termination of the term of this Agreement with respect to any acts or omissions occurring during the term of this Agreement.

14.2. Neither Agency, nor any officer, employee, or agent thereof, shall be responsible for any damages, loss, costs or liability arising out of or occurring by reason of anything done or omitted to be done by City under or in connection with this Agreement. It is also understood and agreed that, as authorized by California Government Code section 895.4, City shall fully defend, indemnify and hold Agency, its officers, employees and agents harmless from any such claims, costs, loss, damages or liability arising out of or occurring by reason of anything done or omitted to be done by City under or in connection with this Agreement. City shall use counsel reasonably acceptable to Agency's legal counsel. The provisions of this Section 14.2 shall survive the expiration or earlier termination of the term of this Agreement with respect to any acts or omissions occurring during the term of this Agreement.

WAIVER OF DAMAGE. Agency hereby expressly waives and releases any cause of action or right of recovery for compensation for any and all loss or damage sustained by reason of any fire, defect, deficiency or impairments of any of the services in or to the Premises or the City, including, but not limited to, electrical power, gas, telephone service, steam, heating, air conditioning, water supply, drainage or sewage systems, or from wires leading to or inside of any space or structure, or by reason of any loss resulting from the failure of any such system or facility unless such loss or damage is due to the sole negligence or willful misconduct of City or its officers, agents or employees.

DEFAULT. Agency shall commit an event of default in the event that (a) Agency shall fail to remit any payment due to City under Section 7 of this Agreement within ten (10) business days after receipt by Agency of the City's written demand, (b) Agency or any of its officers, employees, agents, invitees, subtenants or licensees violates any other term, covenant or condition of this Agreement and such violation continues beyond thirty (30) days after City has provided written notice thereof to Agency, or if the nature of the cure of such term, covenant or condition reasonably requires more than thirty (30) days to remedy, if Agency does not commence the cure of such term, covenant or condition within such thirty (30) day period and diligently pursue such cure to completion thereafter, (c) Agency ceases to use the Premises or to operate its services as set forth in Exhibit B beyond thirty (30) days after City has given written notice to resume operation, or ( d) if a trustee or receiver is appointed to take possession of substantially all of Agency's assets located in the Premises or of Agency's interest in this Agreement, where possession is not restored to Agency within thirty (30) days. On the occurrence of any such event of default, City may elect to terminate this Agreement (which termination shall be evidenced by a ,vritten notice of termination from City to Agency) and resume possession of the Premises, thereafter using the same for its own purposes without having to account to Agency therefor. Any partial payment of any payment due to City under this Agreement from Agency and accepted by City shall not render ineffective any notice given by City to the Agency pursuant to the terms of this -7-
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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E Agreement or California Code of Civil Procedure Section 1161, et seq., or any successor statute thereto.

17. END OF TERM. At the end of the term or upon the earlier termination of this Agreement, Agency shall deliver to City possession of the Premises and all of the fixtures and equipment of City in their original condition in all respects, reasonable use and wear excepted, and Agency agrees to reimburse City for the cost of any alterations, replacement, repairs or cleaning required to restore the same to such condition; provided, however, in the event Agency has caused any alterations, additions or improvements to be made to the Premises, including but not limited to the addition, relocation or removal of partitions and doorways (which such alterations or improvements shall be made at Agency's cost and only with the prior express written approval of City in each instance), City may elect, with respect to each such alteration, addition or improvement, to accept it as it was at the time it was made or constructed, reasonable use arid wear excepted, or to require the same to be restored to its original condition at Agency's expense.

18. HOLDING OVER. If Agency continues to occupy the Premises after the term of this Agreement has expired or terminated in any manner and City has not objected thereto, such holding over shall be deemed a month to month agreement to use the Premises terminable on thirty (30) days' notice given by either party (the "Hold-Over Agreement") on the same terms and conditions as provided in this Agreement.

19. 18.1. Notwithstanding the foregoing, nothing contained in this Agreement shall give Agency any right to occupy the Premises at any time after expiration of the term of this Agreement or its earlier termination. Agency acknowledges and agrees that upon such expiration or termination, it shall not be entitled to any relocation assistance or payment pursuant to the provisions of Title 1, Division 7, Chapter 16, of the Government Code of the State of California (Section 7260 et seq.) or pursuant to any other laws or regulations with respect to any relocation of its business or activities upon the expiration of the term of this Agreement or upon its earlier termination or upon the termination of any holdover tenancy pursuant to this Section 18, and Agency hereby waives and releases to City all rights, if any, to which Agency may be entitled under said provisions.

18.2. If Agency shall continue to occupy the Premises after the term of this Agreement has expired or terminated in any manner and City has objected thereto, then City shall be entitled to reenter the Premises and enforce any other right available to it under the laws of California or the provisions of this Agreement.

NONDISCRIMINATION. Agency covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, and this Agreement is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of, any person or group of persons on any basis prohibited by State or Federal law, including but not limited to on the basis of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, or enjoyment of the portion of the -8-
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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E Premises herein leased nor shall the Agency, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, invitees, Agency's, subtenants, or vendees in the portion of the Premises herein leased.

20. HAZARDOUS MATERIALS. Agency shall not keep or maintain any Hazardous Substance on or in the Premises without City's prior written approval. Agency shall promptly give notice to City of any Hazardous Substance dispersal or spill, or Hazardous Substance claim, of which it is aware. Agency shall defend, with counsel acceptable to City, indemnify and hold City harmless from any and all claims, costs, damages, penalties, or liabilities arising out of the Agency's use or release of any Hazardous Substance at, in, or on the Premises dated from the time the Agency occupied the Premises. The term "Hazardous Substance" as used in this Agreement shall mean any products, substances, chemical, material, or waste whose presence, nature, quantity, and/or intensity of existence, use, manufacture, disposal, transportation, spill, release, or effect, either by itself or in combination with other materials expected to be on the Premises, is either (a) potentially injurious to the public health, safety, or welfare, the environment, or the Premises, (b) regulated or monitored by any governmental authority, or ( c) a basis for liability of City to any governmental agency or third party under any applicable statute or common law theory.

Hazardous Substance shall include, but not be limited to, hydrocarbons, MTBE, petroleum, gasoline, crude oil, or any products, by-products, or fractions thereof.

21. NOTICES. All notices between the parties shall be in writing and may be hand delivered, sent by U.S. Mail, or delivered by signature verified courier/delivery service. Notice shall be addressed to:

City: City Manager
Agency:

City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
Executive Officer
Santa Clara Valley Habitat Agency
535 Alkire Avenue
Morgan Hill, CA 95037
and in any and all cases a copy of such notice to either party also shall be provided as follows:

General Counsel
Santa Clara Valley Habitat Agency
535 Alkire Avenue
Morgan Hill, CA 95037
City Clerk
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E Notice shall be effective upon actual delivery of the notice, or three (3) days following deposit of such notice in the mail, whichever is earlier.

22. WAIVER. The waiver by either party of a breach or event of default by the other party of any agreement herein shall not be deemed to be a waiver by that party of any covenant of the Agreement. Such waiver by either party shall not constitute a waiver of any future breach by the other party of the same or other covenants of this Agreement.

23. CITY'S RESERVED RIGHTS.
23 .1. City reserves the right for itself and others to utilize and maintain existing utility easements over, under, across and through the Premises, and to run water, electrical, telephone, gas, drainage, communications and other lines over, under, across and through the Premises and to grant necessary utility easements therefor provided that such easements do not unreasonably interfere with Agency's uses of the Premises.

23.2. City reserves the right to further develop, improve, repair and alter the Premises and all facilities, buildings as it may see fit, free from any and all liability to Agency for loss of business or damages of any nature whatsoever to Agency occasioned during the making of such improvements, repairs, alterations and additions, including but not limited to any damages resulting from negligence of City or its employees, agents or contractors; provided, however, that City shall provide comparable space at the Morgan Hill City Hall Campus if the Premises are not available during such Premises work.

24. DESTRUCTION OF PREMISES. In the eventthe Premises are partially destroyed from any cause, City shall have the right to repair the damaged property or areas without providing any alternative space for Agency; provided, however, that City and Agency agree to consult with each other on possible alternative space arrangements that could be made available for Agency on City's City Hall Campus. Agency's obligation to make use payments and any other payments pursuant to this Agreement shall be abated during any month, or portion of a month, that the Premises are rendered entirely unsuitable for Agency's reasonable use due to destruction or damage or any period ofrepair. If the Premises are rendered unsuitable for Agency's reasonable use due to destruction or damage or any period of repair and Agency and City do not come to agreement on alternative space for Agency on City's City Hall Campus, Agency may elect to terminate this Agreement immediately by giving written notice to City. If the repairs cannot be made within one hundred eighty (180) days, the Premises suffer the destruction of more than twenty-five percent (25%) of the replacement cost, or insurance proceeds are not sufficient to cover at least ninety percent (90%) of the cost of repairs, City may elect to terminate this Agreement by giving Agency written notice.

City shall not be obligated to replace any of the Agency's personal property which may be damaged or destroyed.
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25. MISCELLANEOUS.

25.1. Jurisdiction; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to principles of conflict of laws). It is agreed that if any covenant, condition or provision contained herein is held to be invalid by any court of competent jurisdiction, such invalidity shall not affect the validity of any other covenant, condition or provision herein contained. Jurisdiction over any disputes arising out of this Agreement shall be vested in the courts of the County of Santa Clara, State of California.

25.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and any representation or statements heretofore or contemporaneously made with respect to such subject matter, whether oral or written, are merged herein.

Except as otherwise expressly provided in this Agreement, this Agreement may be altered or amended only by written instrument executed by both parties hereto.

25.3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

25.4. Signatures. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective entities.

25.5. 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.

26. AMENDMENTS. Amendments to this Agreement may be made by mutual written agreement between the parties.

CITY OF MORGAN HILL, a municipal corporation,
OocuSigned by:

By: • sfi1Mv C �;�, City Manager
Date: 1/29/2024
Attest:

By:

Date:
�l0:iB�gdo.w, City Clerk
1/30/2024
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Approved as to Form:

DocuSigned by:

By: �H�
�lclulkiA;-City Attorney
Date: 1/25/2024
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DocuSign Envelope ID: 319F8DDA-731A-45E1-A039-059CA60A219E SANTA CLARA VALLEY HABITAT AGENCY, a California Joint Exercise of Powers Agency By: r:2:::z$� Date: _
1 _
;
_
25 _
/20_2____ 4 ____ Eb,;;;miii8wWfflll, Executive Officer
Attest:

By:

Date:
�•w� Agency Secretary
1/25/2024
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Approved as to Form:

By: �-1/4,�
Pfe9A7lffleftto,
... ·�
p. �
General Counsel
Date: 1/25/2024
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EXHIBIT A

PREMISES
Premises are located at 535 Alkire Avenue, Morgan Hill, California 95037.

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I-IAl3HAT AGENCY
SPAU LEA.SE
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EXHIBITB

PROVISION OF SERVICES AND USE OF PREMISES
Agency may use the Premises for its executive and administrative office functions, including providing Agency administrative services to the general public. Agency may utilize City meeting rooms, both on and off site, at no additional cost to the Agency subject to the same scheduling criteria as City departments and staff.
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EXHIBITC

INSURANCE PROVISIONS
Agency 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 Agency, including liability for damage or injury to the property or person {including death) of any Agency or invitee of Agency or any other person entering upon or using the Premises, or any structure thereon, or any part thereof, and arising from Agency's use and occupancy thereof, 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. Agency further understands that City reserves the right to modify the insurance requirements set forth herein, with thirty (30) days' notice provided to Agency, at any time as deemed necessary to protect the interests of City.

4.1. Insurance Types and Amounts.

4.1.1. Commercial General Liability (CGL). Agency 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) for bodily injury or death to any one person for any one accident or occurrence and at least five hundred thousand dollars ($500,000.00) for property damage, or (ii) the maximum amount of such insurance available to Agency under Agency's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

4.1.2. Automobile Liability. Agency shall maintain Automobile Liability covering all owned, non-owned and hired automobiles {if Agency does not own automobiles, then Agency 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) for bodily injury or death to any one person for any one accident or occurrence and at least five hundred thousand dollars ($500,000.00) for property damage, or {ii) the maximum amount of such insurance available to Agency under Agency's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

4.1.3. Workers' Compensation Insurance and Employer's Liability. Agency 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 Agency under Agency's combined insurance policies (including any excess or "umbrella" policies), whichever is greater. If Agency is self-insured, Agency shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations.
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4.2. Endorsements. Agency shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:

4.2.1. General Liability.

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

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

4.2.1.3. insurance shall be primary non-contributing.

4.2.2. Workers Compensation.

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

4.3. 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 an financial size rating of "VII" or better.

4.4. Certificates. Agency shall furnish City with copies of all certificates as outlined herein, whether new or modified, promptly upon receipt. In the event of a claim or legal action, CONSULTANT shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein. No policy subject to this Agreement shall be canceled or materially changed except after thirty (30) days' notice by the insurer to City. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address as follows:

City of Morgan Hill
Attn: Risk Management
17575 Peak Avenue
Morgan Hill, CA 95037
-16-
S \Habitat Agencylagreements\Habitat Agency Property Use Agreement 11-30-2023 FINAL.docx Docusign Envelope ID: 0A98DB8E-CBDA-41DA-9C2B-8971403EEEB6

6 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Hilary Holeman, Administrative Analyst
APPROVED BY: City Manager

APPROVE CODE OF CONDUCT FOR PUBLIC MEETINGS IN THE

COUNCIL CHAMBER AND CONFERENCE ROOMS

RECOMMENDATION(S)
Approve City Council Policy, "Code of Conduct for Public Meetings in the Council Chamber and Conference Rooms."

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Fostering a Positive Organizational Culture
Preserving and Cultivating Public Trust
REPORT NARRATIVE:

On August 22, 2022, Governor Gavin Newsom signed into law SB 1100, designed to address disruptions at public local government meetings to protect the public and public officials from threats and ensure that public access is not impeded by disruptive behavior. In response, staff presented to the City Council a draft Code of Conduct Policy for Public Meetings in the Council Chamber and Conference Rooms at the September 6, 2023, Council meeting for their consideration. City Council provided feedback to staff, and a revised draft Policy was brought back at the September 27, 2023, Mid-Year Goal Review Workshop for discussion, which resulted in direction to staff to further refine the language. Following this meeting, the City Council decided not to pursue the policy.

However, on February 21, 2024, Council Member Borgioli requested a renewed discussion on the Code of Conduct to address disturbances within the Council Chamber during meetings to prevent unacceptable behaviors. At the Mid-Year Goal Review Workshop on September 18, 2024, staff prepared a memo to reacquaint the Council with the Policy and through the discussion, received feedback to add clarity about the Policy applying to all those in attendance, who has the authority to enforce, warnings, and to return with a final policy at a regular meeting.

COMMUNITY ENGAGEMENT:

Inform
This report serves to inform the community about City Council's consideration of a Code

6 of Conduct Policy for public meetings.

ALTERNATIVE ACTIONS:

The City Council could choose to make changes to the draft policy or not approve a policy.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:
• September 6, 2023 - A draft Code of Conduct Policy for Public Meetings in the Council Chamber and Conference Rooms was introduced.
• September 27, 2023 - A revised draft Policy was brought back which resulted in direction to staff to further refine the language. Following this meeting, the City Council decided not to pursue the Policy.
• February 21, 2024 - Council Member Borgioli requested a renewed discussion on the Code of Conduct.
• September 18, 2024 - The draft Policy was presented and City Council directed staff to return with a revised policy for final adoption at a regular City Council meeting.

FISCAL AND RESOURCE IMPACT:

There is no fiscal impact associated with approving this policy.

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.

CITY OF MORGAN HILL

CITY COUNCIL POLICIES AND PROCEDURES
CP-xx-xx
SUBJECT: CODE OF CONDUCT FOR PUBLIC MEETINGS IN THE

COUNCIL CHAMBER AND CONFERENCE ROOMS
EFFECTIVE DATE: XXXXXXX, 20232024
ORIGINATING DEPARTMENT: CITY ATTORNEY

PURPOSE
The purpose of this policy is to establish rules of decorum for all attendees - members of the public, City staff, and elected officials - who are present attending, bringing signs or other objects to, and/or addressing the legislative or policy body at meetings held in the Council Chamber and Conference Rooms, including meetings of the City Council and Commissions.

Thise policy is intended to facilitate the conduct of public meetings in an open and orderly manner and in an environment safe for all persons in attendance.

SCOPE
This policy applies to persons attending public meetings in the Council Chamber and Conference Rooms.

POLICY
The Code of Conduct is intended to promote open meetings that welcome debate of public policy issues being discussed by the City Council and Commissions in an atmosphere of fairness, courtesy, and respect for differing points of view.

1. Public Meeting Decorum:
a) Persons in the audience attendance will refrain from behavior which will disrupt the public meeting. This includes making loud noises, clapping, shouting, booing, hissing, or engaging in any other activity in a manner that disturbs, disrupts, or impedes the orderly conduct of the meeting.
b) Persons in the audienceattendance will refrain from creating, provoking, or participating in any type of disturbance involving unwelcome physical contact. c) Persons in the audience will refrain from speaking to others in person and/or on the phone in the Council Chamber or Conference Rooms while the meeting is in session. d) Appropriate attire, including shoes and shirts are always required in the Council Chamber and Conference Rooms.

e) Persons in the audience will not place their feet on the seats in front of them.

2. Signs, Objects, or Symbolic Material:
a) Objects and symbolic materials, such as signs or banners, will be allowed in the Council Chambers and Conference Rooms, with the following restrictions:
i. No objects will be larger than 2 feet by 3 feet.
ii. No sticks, posts, poles, or other such items will be attached to the signs or other symbolic materials.
iii. The items cannot create a building maintenance problem or a fire or safety hazard. b) Persons with objects and symbolic materials such as signs must remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting. c) Objects that are deemed a threat to persons at the meeting or the facility infrastructure are not allowed. City staff is authorized to remove items and/or individuals from the Council Chamber and Conference Rooms if a threat exists or is perceived to exist. Prohibited items include, but are not limited to: firearms (including replicas and antiques), toy guns, explosive material, and ammunition; knives and other edged weapons; illegal drugs and drug paraphernalia; laser pointers, sharp objects scissors, razors, scalpels, box cutting knives, and other cutting tools; letter openers, corkscrews, can openers with points, knitting needles, and hooks; hairspray, pepper spray, and aerosol containers; tools; glass containers; and large backpacks and suitcases that contain items unrelated to the meeting.

3. Addressing the Council or Commission:
a) Please see Section 6. Public Comment of City Council Policy 97-01, for information on addressing the City Council or Commission.
b) Speakers should discuss topics related to City business on the agenda unless they are speaking during public comment for items not on the agenda. c) Speakers' comments should be addressed to the full body. Requests to engage the Mayor, Council Members, Commissioners, or staff in conversation will not be honored. Abusive language is inappropriate and subject to removal from meeting. Language that violates the law such as threats of violence, or words likely to provoke a fight will be cause for removal and subject to arrest.
d) Speakers will not bring to the podium any items other than a prepared written statement, writing materials, or objects that have been inspected by security staff. e) If an individual wishes to submit written information, he or she may give it to the City Clerk or other administrative staff at the meeting.
f) Speakers and any other members of the public will not approach the dais at any time during the meeting without prior consent from the Chair of the meeting.

Any Ffailure to comply with this Code of Conduct which maythat disturbs, disrupts, or impedes the orderly conduct of the meeting may result in removal from the meeting and/or possible arrest.

The Mayor and City Attorney are authorized to enforce this Code of Conduct to maintain a respectful and orderly environment for all participants. When appropriate, a warning shall be issued prior to any further action.

This policy shall remain in effect until modified by the City Council.

APPROVED:
______________________________
_

MARK TURNER, MAYOR

7 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Andrew Aguilar, Community Services Supervisor
APPROVED BY: City Manager

APPROVE COMMUNITY PLAYHOUSE LICENSE AGREEMENT WITH

SOUTH VALLEY CIVIC THEATRE

RECOMMENDATION(S)
Authorize the City Manager to execute and administer the license agreement through December 2027 with South Valley Civic Theatre.

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:

South Valley Civic Theatre (SVCT) has provided theatrical entertainment for the Morgan Hill Community since 1969. The City recognizes the contributions made by SVCT to supporting culture and the arts in Morgan Hill, and has partnered with South Valley Civic Theatre to serve as the Home Company for the Community Playhouse since it opened.

SVCT has leased the Community Playhouse for its ongoing theatrical performances since December 2002 and all past license agreements have designated the organization as the "Home Company" for the Playhouse. This has been a positive and mutually beneficial arrangement for both the City and SVCT, providing SVCT with primary use of the facility over other users, allowing the City to receive stable rent revenue for the facility, and providing local performing arts opportunities for the Community.

The most recent license agreement with SVCT was renewed in December 2021 for the period of 2022 through 2024. The City is eager to continue to have SVCT performing in the Playhouse and continue the community benefit in early 2025.

It is important to recognize that SVCT is the most significant customer at the Playhouse, due to the high levels of use by the organization. In previous years, SVCT utilized the

7 playhouse for roughly 70% of total usage compared with all other users of the facility.

The SVCT license provided approximately $29,661 (47%) of $63,576 in total annual revenue attributed to the Playhouse use during FY 23/24 (the most recent full year). The estimated costs for operation and maintenance of the Playhouse are approximately $85,000.

The total payments for the five most recent license terms are outlined below:

January 2009-December 2011 $72,000
January 2012-December 2014 $72,538
January 2015-December 2017 $ 74,901
January 2018-December 2020 $60,291 (would have been $81,218 if there was no forced closure due to the pandemic)
January 2022-December 2024 $86,334
After negotiating the attached agreement with SVCT representatives, staff recommend renewing the agreement for another three (3) year term from January 1, 2025, through December 31, 2027. Minor changes to the terms of the agreement were made to support requests from both the City staff and SVCT. The annual base rent payment for the first year will be ($30,580). The proposed license would set the base rent payment of $30,580 beginning January 1, 2025, by the percentage equal to the average annual increase in the San Francisco-Oakland-San Jose Consumer Price Index for all urban consumers for the prior calendar year, but not to exceed 3.1%. The CPI cap was previously proposed by SVCT to help prevent extreme spikes in its base rent. This CPI increase will occur annually in January each year of the license term.

COMMUNITY ENGAGEMENT:

Collaborate
Partnering with SVCT and the volunteers that operate the non-profit is a collaborative endeavor with the goal of providing a venue for a local non-profit with a mission to provide high quality community theater to the residents of Morgan Hill and South Santa Clara County. SVCT is the largest theater organization in Morgan Hill and provides the greatest representation of the local theater community.

ALTERNATIVE ACTIONS:

The City Council could alternatively not approve the agreement and direct staff to continue negotiations with specific direction.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

December 7, 2011 - The City Council authorized the City Manager to execute the 2012- 2014 Playhouse license agreement with SVCT.

August 6, 2014 - The City Council authorized the City Manager to execute the 2015- 2017 Playhouse license agreement with SVCT.

7 August 23, 2017 - The City Council authorized the City Manager to execute the 2018- 2020 Playhouse license agreement with SVCT.

December 15, 2021 - The City Council authorized the City Manager to execute the 2022-2024 Playhouse license agreement with SVCT.

FISCAL AND RESOURCE IMPACT:

The terms of the new agreement include total base rent of $91,740 over a three-year term ($30,580 each year) with a CPI increase each year, not to exceed 3.1% each year.

Revenue supports the City's General Fund (Fund 010) and supports cost recovery for the Recreation and Community Services Division.

CEQA (California Environmental Quality Act):

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

1 AGREEMENT BETWEEN CITY OF MORGAN HILL

AND SOUTH VALLEY CIVIC THEATRE REGARDING LICENSING OF

MORGAN HILL COMMUNITY PLAYHOUSE

AND HOME COMPANY STATUS
This Agreement is entered into on , 2024, by and between CITY OF MORGAN HILL, a municipal corporation, hereinafter referred to as “City,” and SOUTH VALLEY CIVIC THEATRE, a California Non-Profit Corporation, hereinafter referred to as “Home Company.”

RECITALS
WHEREAS, City is the owner of the Morgan Hill Community Playhouse (“Premises”), located at 17090 Monterey Road, Morgan Hill, California; and; WHEREAS, South Valley Civic Theatre has provided theatrical entertainment to the Morgan Hill community since 1969, and wishes to continue doing so in appropriate facilities; and, WHEREAS, City recognizes the long-term contributions made by South Valley Civic Theatre to the culture and entertainment resources of the city, and wishes to encourage South Valley Civic Theatre to continue to provide high-quality entertainment to the citizens of Morgan Hill, and City therefore designates South Valley Civic Theatre company as “Home Company” of the Morgan Hill Community Playhouse; and
WHEREAS, Home Company wishes to continue to use the Premises on a non-exclusive basis; and,
WHEREAS, City wishes to grant another license to Home Company for use of the Premises on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, City hereby grants a license to Home Company, and Home Company agrees to such license on the terms and conditions set forth in this Agreement.

AGREEMENT

1. Licensing of Premises. City hereby grants to Home Company a license, on a nonexclusive basis, to the Premises commonly known as Morgan Hill Community Playhouse located at 17090 Monterey Road for uses set forth in this Agreement.

2. Term; Termination

2.1 Term. The term of the Agreement shall commence on January 1, 2025, and end on December 31, 2027, unless terminated earlier pursuant to the terms of this Agreement.

2.2 Termination.
11/7/2024

2 (a) Should City determine, in its sole discretion, that use of Premises by Home Company is causing undue damage or wear and tear to Premises, then City may terminate this Agreement upon ninety (90) days’ written notice of the cause and intent to terminate, unless, within forty-five (45) days following the notice, the Home Company cures the cause for termination by appropriate repair or replacement (as reasonably determined by the City). Should City determine, in its sole discretion, that Home Company’s use of Premises is incompatible with other uses, actual or intended, of Premises, then City may terminate this Agreement upon one hundred eighty (180) days’ written notice without further responsibility to Home Company, or if less than one hundred eighty (180) days’ notice is given, City shall elect either to reimburse Home Company’s projected loss of net income based upon relevant historic data related to Home Company’s recent, previous performances from performance days that are canceled as a result of the termination based on its then-current budget, or else find and fund a reasonable alternative venue for any show scheduled for performance within the one hundred eighty (180) days.
(b) If either party determines, in its sole discretion, that it is unable or unwilling to continue this Agreement under the terms hereof, each party reserves the right to terminate the Agreement without future obligation upon providing one hundred eighty (180) days written notice to the other party, with the exception that Home Company may terminate the Agreement by giving ninety (90) days written notice if City changes the operating hours of Premises, as defined in Paragraph 6.7, below, from those in place at date of this Agreement or exercises its right to preempt the Home Company’s use, to the point where Home Company determines, in its sole discretion, that it will be impaired in exercising its rights or meeting its obligations under this Agreement.

2.3 Surrender of Premises
(a) On the termination date or the end of any extension or renewal of this Agreement, Home Company shall promptly surrender and deliver Premises to City in as good condition as they are as of the date of first occupancy under this Agreement; reasonable wear and tear and any damage caused by other licensee(s) reported to the City pursuant to section 10.2, excepted. (b) Any property of Home Company which remains on Premises following the termination date, and which remains on Premises for fifteen (15) days after Home Company has been notified to retrieve it, shall become the property of City, and City shall be entitled to retain or dispose of such property as it deems appropriate.

3. New Agreement. Prior to negotiating with any other potential home company, City agrees to negotiate with Home Company regarding a potential new agreement upon expiration of this Agreement. Notice of intent to commence negotiation must be given by Home Company to City at least twelve (12) months prior to the expiration of this Agreement

4. Scheduling.

3 4.1 City and Home Company agree to the following uses of the Premises in each general annual production season, defined as January through December of each year of this Agreement, consisting of the following:
(a) Five (5) theatrical productions per year, and
(b) Approximately ten (10) but no less than seven (7) performance days per theatrical production over a four (4) week period, for a total not to exceed fifty-five (55) performance days per year, and
(c) a maximum of fourteen (14) rehearsal days per theatrical production, not to exceed seventy (70) rehearsal days per year and,
(d) one (1) day for an awards show production, one (1) day for an annual meeting, and one (1) day immediately at the end of each theatrical production to strike the set and load- out of Premises.

4.2 City and Home Company may agree in writing on a production season exceeding five (5) theatrical productions at the Premises per year according to terms and conditions determined by both parties, and Home Company may elect to perform at a different venue no more than one (1) of the contemplated theatrical productions pursuant to Paragraph 4.1 during the term of this Agreement. (City acknowledges that Home Company presents small scale productions through Limelight Theater, wholly unrelated to and not in any way governed by the terms of this Agreement.)

4.3 Home Company agrees to provide to City in a timely manner the specific productions for each booking period and a comprehensive master schedule of the dates and times it requests for any and all activities at the Premises, including performances, rehearsals, and technical run-throughs. City shall provide a Master Playhouse Calendar to Home Company within two (2) weeks following the receipt of the master schedule. The booking periods and corresponding due dates are as follows:
(a) First booking period: January 1, 2025, through December 31, 2025. Schedule of dates and times has already been submitted as of the effective date of this Agreement. (b) Second booking period: January 1, 2026, through December 31, 2026, Schedule of dates and times due on or before January 1, 2025.
(c) Third Booking Period: January 1, 2027, through December 31, 2027. Schedule of dates and times due on or before January 1, 2026.

4.4 In initially setting the Master Playhouse Calendar, Home Company shall have priority over any other user aside from pre-existing City contracts. It is acknowledged and agreed that for dates not on the Master Playhouse Calendar, Home Company shall not have priority over any other user in booking or reserving such dates.

4 4.5 Should Home Company wish to change dates on the Master Playhouse Calendar after it has been issued by City, a written request for such change must be submitted to City. City reserves the right to accept or deny such change at its sole discretion. City shall respond in writing to Home Company’s request to change dates within ten (10) working days of receipt of the request.

If City denies such request, Home Company is responsible for the full facility fee and all additional expenses. However, provided City leases the space for the cancelled date(s) to another user, Home Company will receive a rebate based on the new facility fees paid, up to the maximum of the original Home Company facility fees.

4.6 City shall not be responsible to Home Company, or to any artist, booking agent, individual or organization, etc., for promises, contracts, representations, commitments, or promotions of any kind relating to a date for use of the Premises that has not yet received written approval from, and been scheduled by, City.

4.7 City shall provide Home Company with a Master Playhouse Calendar of all reserved facility uses, including those with other individuals or entities for Premises upon reasonable request.

5. Fees and Charges.

5.1 Base Rent Payments. Home Company shall pay an annual fixed base rent payment of Thirty Thousand Five Hundred and Eighty Dollars ($30,580) (“Base Rent”) beginning January 1, 2025, and ending December 31, 2025. Rent payments are to be paid on a pro rata monthly basis and are due and payable on the first day of each month of the lease, with the first payment due and payable on January 1, 2025.

5.2 Increase in Base Rent. Base Rent shall be increased annually beginning January 1, 2026, by the percentage equal to the average annual increase in the San Francisco- Oakland-San Jose Consumer Price Index for all urban consumers for the prior calendar year, but not to exceed

3.1%.

5.3 Additional Service Fees. Home Company shall be responsible for payment for any requested additional services provided by City not otherwise provided for in this Agreement. (a) Home Company shall pay One Hundred Twenty-Five Dollars ($125) per day for each additional rental day for performances or rehearsals or other Home Company events not included in Paragraph 4.1 above. Any additional rental days must be requested by Home Company in writing and approved by City.
(b) Other additional services requested of City by Home Company may include, but are not limited to, extra stage crew, extended ticket office hours, additional City staff hours, special requests, processing mailing lists, equipment rentals, piano use, online ticket services, etc. Costs for such services will be estimated by City in writing prior to providing the requested service.

5 5.4 Due Date. Fees owed City under Paragraphs 5.2 and 5.3, as well as any other fees or charges in other Paragraphs of the Agreement, are due and payable within thirty (30) days of invoice by City.

5.5 Late Charges; Default Interest. Home Company acknowledges that late payment of sums due under this Agreement may cause City to incur additional costs not contemplated by the Agreement, the amount of which will be difficult to ascertain. Therefore, if any sum due from Home Company is not received by City within thirty (30) days from the due date, then without any requirement for notice to Home Company, Home Company shall pay to City a sum equal to three percent (3%) of the overdue sum.

5.6 Reduction in Rent Upon Timely Election. If Home Company elects to perform one of its productions at another venue pursuant to paragraph 4.2 above and only if the Home Company gives City at least one hundred eighty (180) days’ advance notice of that election, then Home Company shall be entitled to a reduction of Two Thousand Five Hundred Dollars($2,500) in Base Rent in each of the installments in the Base Rent for the final two (2) months of that calendar year.

In this event, Home Company also shall not be responsible for any Additional Payments as defined in Paragraph 5.3 above on the production performed at the alternative venue.

6. Use of Premises.

6.1 Non-Exclusive Use. Exclusive use of Premises is not granted. City intends to and will allow other entities, including City, to use Premises, and performance, support, and access spaces will be shared. This includes the limited concurrent use of Premises as outlined in Paragraph 9.1 below. The utmost performance etiquette is required of Home Company, including consideration to reasonable and communicated space and storage needs of other users.

6.2 Permitted Use. Home Company shall use Premises for the purpose of producing, rehearsing, staging and public performance of live theater productions and for uses normally incidental to such use, and for no other purpose unless previously authorized by City in writing.

Home Company agrees to comply with all terms and conditions, including the Policies and Procedures, laws, ordinances, rules, regulations, and any other policies applicable to Premises, including those imposed or required by City’s insurers. Home Company further agrees to comply with the direction of the City Manager or his/her designee with respect to use of Premises.

6.3 Sale and Consumption of Food and Beverages. Home Company may provide any food and beverage concessions for their productions and performances. The sale and consumption of food on Premises must be in compliance with the Santa Clara County Health Department and all other applicable laws. This compliance is solely the responsibility of Home Company. The sale and consumption of alcoholic beverages on Premises must be approved by the City Manager or his/her designee in writing at least thirty (30) days in advance of the sale and/or consumption date (ABC event); or approved in accordance with applicable policies and procedures duly established for the Community and Cultural Center. Home Company must provide the required alcohol license and host liquor liability insurance acceptable to the City Manager or his/her designee twenty-one (21) days before the sale and/or consumption date. In

6 addition, each ABC event permit is subject to individual review and approval by the Morgan Hill Police Department. Home Company will be responsible to pay for cleaning should its activities or events cause spills in the theatre. The City will waive the security services requirement that is in place for events with alcohol, however the City reserves the right, in its sole discretion, to reinstate the requirement should issues occur. Home Company will ensure beverage inventory is stored in a non-visible storage area that is kept locked.

6.4 Restrictions on Use. Home Company shall use and maintain Premises in a clean, orderly, and safe manner. Home Company shall not commit any waste or any public or private nuisance upon Premises.

6.5 Interference with Exits. Home Company shall not in any way interfere with exits and exit signs, including panic hardware. All exit signs and exit paths shall be kept clear and illuminated.

6.6 “Good Neighbor” Provision. Home Company shall not interfere with the use of any properties adjacent to or in the immediate vicinity of Premises and shall endeavor to maintain good relations with the owners and/or tenants of such properties. Home Company shall use reasonable efforts to mitigate the effects on such properties from parking, lights, and sound incurred in its use of Premises.

6.7 Hours of Operation. On non-performance days, Home Company agrees to use Premises only during the hours of operation of Premises (“Hours of Operation”), which hours shall be established from time to time by the City Manager but shall not end earlier than 11:00 pm. On performance days, Home Company agrees that the performance will be concluded by the end of the Hours of Operation and that the audience will have exited, and Premises will be secured no later than one hour after the end of the Hours of Operation.

6.8 Operating Policies and Procedures. Home Company agrees to abide by the general Operating Policies and Procedures for the Morgan Hill Community Playhouse, except those provisions of this agreement shall prevail over conflicting provisions within the Operating Policies and Procedures.

7. Tenant Improvements; Additions; Alterations. Home Company shall not make any tenant improvements, additions, or alterations to Premises without prior written approval of City.

8. Obligations of the City.

8.1 Facility. City agrees to provide a clean, safe, ready for use, fully stocked, functional facility suitable for performances, rehearsals, and technical run-throughs.

8.2 Miscellaneous Services. In exchange for rent payments outlined in Paragraph 5.1 above, the following services shall be provided by City:
(a) Space in City publications and at the Community and Cultural Center to advertise productions; subject to availability as determined at City’s sole discretion.

7 8.3 Master Calendar. City shall maintain a Master Playhouse Calendar for Premises.

This calendar shall list all events of which City is aware and has made commitments to Home Company and other licensees and users.

9. Obligations of the Home Company.

9.1 On contracted dark (non-performance/non-rehearsal) days, Home Company shall provide front stage access (forward of the front curtain and ceiling screen) to City and upon fortyeight (48) hours’ notice shall be responsible to move as necessary, or permit City to move, theatrical sets and other equipment behind the front curtain in order to accommodate other use. On contracted performance/rehearsal days, excluding Sundays, Home Company may, as the Home Company option, provide to City front stage access only not less than two (2) hours before or after a scheduled performance/rehearsal. On contracted Sundays, Home Company agrees that front stage only may be used by other contracted Users between the hours of 8:00 a.m. to 12:00 noon.

9.2 Home Company shall ensure that Premises are free from general clutter and trash after each performance, rehearsal, technical run-through, or other use. Following any use of Premises, Home Company shall promptly surrender Premises in a clean, orderly, and safe condition to City or other users. Home Company shall promptly remove all Home Company personal property without damage to the Premises one day following the end of each production as stated in Paragraph 4.1 above.

9.3 Home Company shall provide City with written proof of its current 501(c)(3) status at the time of signing this Agreement and shall provide by April 1ST of each year of this Agreement a list of the current officers and board members, and designated individuals for contact purposes for emergencies and non-emergencies.

9.4 Home Company shall keep accurate records of all ticket sales, and City shall have the right to inspect and/or audit same.

9.5 Home Company agrees to include a reference in all promotional material, when possible, that it is the “Resident Company of the Morgan Hill Community Playhouse”.

9.6 Home Company agrees to attend, upon reasonable notice, meetings called by the City Manager or his/her designee to discuss issues relating to and compliance with the provisions of the Agreement.

9.7 Home Company shall assure that the stage area and any City-owned equipment, including but not limited to sound and lighting equipment, is available to other facility users at all times, with the exception of a pre-identified subset of the stage, lighting instruments, and sound adjustments as approved by the City.

9.8 Home Company shall provide one (1) individual to act as a site manager (“Site Manager”), who is trained by City in the operation of City equipment on Premises. City shall provide Home Company’s designated Site Manager with three (3) sets of keys to Premises. City shall provide the keys to Site Manager at the beginning of a production. Site Manager shall return the keys to City within forty-eight (48) hours of the end of the production, with the

8 exception of one (1) set which the Site Manager may retain for preparation, inspection and any appropriate maintenance or security of the Premises between productions. The keys shall not be duplicated. Site Manager shall be responsible and be accountable to the City to unlock and lock the facility and necessary rooms, utility, and storage areas only for scheduled performances, rehearsals, and technical run-throughs. Any visits to the site outside of scheduled time must be coordinated with City Staff at least two (2) hours in advance. Site Manager, or current production management as designated in writing to the City, shall be present during all performances, rehearsals, and technical run-throughs, which privilege may be revoked at City’s discretion and subject to the conditions imposed. Site Manager will be the point of contact with City staff and will be responsible to notify City of any emergencies. City shall provide Site Manager with information about contacting City staff in an emergency, and, as necessary, information about the systems of Premises. Should Home Company not be able to provide a Site Manager in conformance with this paragraph, City reserves the right to provide a Site Manager at additional cost to Home Company.

9.9 Home Company shall provide all performance related services on the date of the performances, including providing an open box office at least one (1) hour before each performance. Home Company shall also provide all necessary technical and support staff for performances, including lighting technicians, ushers, and musicians.

9.10 Home Company has the right to offer the following items for sale on Premises during performances: food and beverages, as outlined in Paragraph 6.3, above, and programs and logo items.

9.11 Home Company is responsible for the security, maintenance, and sufficient insurance of all their equipment and possessions stored at Premises.

9.12 Home Company shall endeavor to ensure that its patrons utilize Community and Cultural Center parking, or readily available public parking.

9.13 Home Company shall be responsible to ensure its activities comply with all applicable laws, regulations, and other agreements which govern its performances, including but not limited to copyright and trademark laws and trade union agreements.

9.14 Home Company shall leave all City lights ready and available for use for other entities at the end of each performance. Home Company shall include a minimum of 8 lights on stage left, a minimum of 8 lights on stage right, and a minimum of 12 lights in the audience facing the stage area. Three Light Bars in the back of the stage must be available to renters at all times.

Home Company may leave remaining lights as long as they are plugged in and usable to other renters. City Staff will notify Home Company if there are no pre-scheduled rentals between shows one week prior to move-out and in that case Home Company will be allowed to leave non-City owned lights as they wish.

9.15 Home Company shall ensure that its uses of the Premises are in compliance with “No Smoking Law” (2003 Assembly Bill 846) set forth at Government Code Title 1, Division 7, Chapter 32 (commencing with section 7596), as may be amended from time to time, as well as Morgan Hill Municipal Code Chapter 8.44.

9 10. Maintenance; Repairs; and Utilities.

10.1 Payment of Costs. City shall provide and pay for the routine costs of maintenance and utilities. “Maintenance and Utilities” includes (a) regularly scheduled custodial services; (b) routine maintenance of City-owned equipment and facility necessary for the City’s performance of this Agreement and repair of said equipment or facility for normal wear and tear and of damages not caused by the Home Company, its personnel, volunteers or invitees, (c) utilities, including deposits and monthly charges for gas, electricity, and water; (d) routine landscaping costs, (e) routine charges for maintenance and repair of parking lots and accessory structures, including but not limited to paving and painting; and (f) routine charges for maintenance and repair of HVAC systems.

10.2 Duty to Report Damage and Maintenance Requests; Home Company shall, as soon as practical, report all damage to City equipment or facilities to City by email to appropriate staff personnel at the Community and Cultural Center. Home Company shall also request routine maintenance and repairs as specified in Paragraph 10.1 to be completed by the City by email to appropriate staff personnel at the Community and Cultural Center. City shall respond to routine maintenance or repair requests by Home Company which do not involve a bona fide safety hazard within three (3) working days. City shall provide immediate emergency maintenance, service on an on-call basis. During the weeks of performances, rehearsals and technical run-throughs as set forth on the Master Playhouse Calendar, Home Company’s trained technicians may perform such minor maintenance as replacing and repairing theater light bulbs, defective detachable audio cables, light and sound equipment, touch-up painting and the like using existing City stock. If these items are not available in the existing City stock, Home Company may purchase and will be reimbursed by City, upon submitting a receipt, for those costs. For purchases over Three Hundred Fifty Dollars ($350.00), Home Company must seek prior authorization from City.

10.3 Duty to Maintain Interior. Except for damage caused by the negligence of City, acts of other licensees, or normal wear, Home Company will keep and maintain the interior of Premises in good condition and repair, including but not limited to the walls, structural elements, light and sound systems, paint, carpets, flooring, plumbing, and electrical components of the building. Home Company shall have the right to refinish the stage floor in a manner approved by the City, using its own labor and under the direction of the City’s maintenance team. Home Company is responsible to bring the entire stage floor area that will be painted to the same or better condition at the end of each show run. Home Company will be deemed to accept the flooring in as is condition at the beginning of its use for each show, unless it promptly reports any pre-existing significant condition of concern or disrepair caused by others. The City will work in good faith with the Home Company to repair such condition. Significant condition does not include conditions requiring only repainting.

10.4 Capital Repairs. City shall be responsible for charges for major capital repairs, including roof replacement, to Premises.

10.5 Repairs to Damage Caused by Home Company. Home Company shall use Premises in a careful, safe, and proper manner. Home Company agrees to pay City on demand

10 for any damages to Premises, equipment or facilities caused by Home Company, its personnel, volunteers, or invitees.

10.6 Waiver of Civil Code Sections 1941 and 1942. In light of the provisions of paragraph 10.2 above, Home Company waives the provisions of California Civil Code sections 1941 and 1942, and any other law that would require City to maintain Premises in a tenantable condition or would provide Home Company with the right to make repairs and deduct the cost of those repairs from the rent.

11. Signs. Home Company shall not place, maintain, nor permit on any door, wall, or window of Premises any sign, awning canopy, marquee, or other advertising, without the express written consent of City. If City consents to placement of such items, Home Company agrees to maintain said item in good appearance and repair at all times, and to comply with City’s direction as to time limits for display of such items, Home Company agrees that if any item is not removed in accordance with City’s direction, City has the right to, without damage or liability, remove and/or destroy such item in its discretion.

12. Assignment and Subletting. Home Company may not assign this Agreement, nor sublet any portion of Premises, without City’s prior written consent which it may withhold in its sole discretion.

13. Non-Discrimination; Non-Violation. Home Company covenants there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, disability, national origin, or ancestry, in any activity pursuant to this Agreement. Home Company further covenants that its activities and use of Premises shall comply with the Americans with Disabilities Act.

14. Abandonment. Should the Home Company abandon, be dispossessed, surrender, or otherwise vacate Premises, the City at City’s option, may immediately terminate this Agreement and enter Premises and remove all persons and property.

15. Site Walkthrough. Home Company and City agree to hold a joint walkthrough of Premises at the beginning and end of each Home Company production run in order to identify the condition of the facility.

16. Damage to or Destruction of Premises. If any portion of Premises, fixtures, equipment or facilities are damaged or destroyed by Home Company due in part or whole to the negligence of Home Company, or if such damage is incurred during Home Company’s use of Premises and/or arising from Home Company’s use of Premises due in part or whole to the negligence of Home Company, the damage shall be repaired, replaced or restored at City’s discretion, and Home Company shall be responsible for its proportionate share of the full cost and expenses of repairs, replacement or restoration based on its comparative fault, including but not limited to cost of any janitorial, cleaning or other services. It is the responsibility of the Home Company to properly store and protect from damage its own property and equipment. If, and only if, any equipment or property belonging to Home Company is damaged or destroyed due to the sole negligence of City, the damage shall be repaired, replaced, or restored by the City at the Home Company’s discretion. Partial destruction or other unavailability of Premises shall

11 not void this Agreement, except that Home Company shall be entitled to a proportionate reduction of rent while the repairs are being made. Such reduction shall be in proportion to the interference with the Home Company’s business at Premises. If the repairs cannot be reasonably made within ninety (90) days, this Agreement may be terminated at the option of either party. In the event Premises suffer the destruction of more than twenty-five percent (25%) of the replacement cost or in the event insurance proceeds are not sufficient to cover at least ninety five percent (95%) of the cost of repairs and restoration, City may elect to terminate this Agreement. City shall not be obligated to replace any of Home Company’s personal property which may be damaged or destroyed, unless City is solely responsible for such damage or destruction.

17. Exemption from Liability. City shall not be liable for damages to Home Company’s property arising from the failure of the supply of water, gas, electricity, or power, nor from the stoppage of any machinery and equipment.

18. Hazardous Materials. Home Company shall not keep or maintain any Hazardous Substance, other than ordinary cleaning supplies, small quantities of latex paint and waste, on or in Premises without City’s prior written approval. Home Company shall promptly give notice to City of any Hazardous Substance dispersal or spill, or Hazardous Materials claim, of which it is aware. Home Company shall indemnify and hold City harmless from any and all claims, costs, damages, penalties, or liabilities arising out of the Home Company’s use or release of any Hazardous Substance at, in or on Premises. The term “Hazardous Substance” as used in this Agreement shall mean any product, substance, chemical, material, or waste whose presence, nature, quantity, and/or intensity of existence, use, manufacture, disposal, transportation, spill, release, or effect, either by itself or in combination with other materials expected to be on Premises, is either (a) potentially injurious to the public health, safety, or welfare, the environment, or Premises, (b) regulated or monitored by any governmental authority, or (c) a basis for liability of City to any governmental agency or third party under any applicable statute or common law theory.

Hazardous Substance shall include, but not be limited to, hydrocarbons, MTBE, petroleum, gasoline, crude oil, or any products, by-products, or fractions thereof.

19. Inspection. City may enter Premises at all reasonable times to inspect, maintain and repair the property.

20. Liens. Home Company shall keep Premises free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Home Company; and Home Company agrees to defend City at its sole cost and expense against any and all lawsuits arising from such lien upon receipt of notice of opportunity to defend from City.

21. Insurance. Home Company 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 Home Company, including liability for damage or injury to the property or person (including death) of any Home Company or invitee of Home Company or any other person entering upon or using the Premises, or any structure thereon, or any part thereof, and arising from Home Company’s use and occupancy thereof, 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

12 complies with the requirements set forth herein. Any self-insured retentions must be declared to and approved by City. Home Company further understands that City reserves the right to modify the insurance requirements set forth herein, with thirty (30) days’ notice provided to Home Company, at any time as deemed necessary to protect the interests of City.

21.1 Insurance Types and Amounts.
(a) Commercial General Liability (CGL). Home Company shall maintain CGL against claims and liabilities for personal injury, death, and property damage 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 Home Company under Home Company's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.
(b) Automobile Liability. Home Company shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if Home Company does not own automobiles, then Home Company shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of:(i) one million dollars ($1,000,000.00) combined single limit, or (ii) the maximum amount of such insurance available to Home Company under Home Company's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.
(c) Workers’ Compensation Insurance and Employer’s Liability. Home Company shall maintain Workers Compensation coverage, if and 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 Home Company under Home Company's combined insurance policies (including any excess or “umbrella” policies), whichever is greater. If Home Company is self-insured, Home Company shall provide its Certificate of Permission to Self-Insure, duly authorized by the Department of Industrial Relations. (d) Liquor Liability. If Home Company engages in the sale and consumption of alcoholic beverages on Premises, then Home Company shall maintain Liquor Liability against claims and liabilities for personal injury, death, and property damage 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 Home Company under Home Company's combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

21.2 Endorsements. Home Company shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:
(a) General Liability.
(i) The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers are named as additional insureds;

13 (ii) the insurer waives the right of subrogation against the City of Morgan Hill and the City's elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers; and,
(iii) insurance shall be primary non-contributing.
(b) Workers Compensation. The insurer waives the right of subrogation against the City of Morgan Hill and the City's elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers.

21.3 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.

21.4 Certificates. Home Company shall furnish City with copies of all certificates as outlined herein, whether new or modified, promptly upon receipt. In the event of a claim or legal action, Home Company shall promptly furnish City of Morgan Hill with copies of all policies outlined herein. No policy subject to this Agreement shall be canceled or materially changed except after thirty (30) days' notice by the insurer to City. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address as follows:

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

22. Defense, Hold Harmless and Indemnification. Home Company shall to the fullest extent permitted by law, indemnify, defend and hold harmless City and its elective or appointive officials, boards, officers, agents, volunteers, and employees from any and all claims, liabilities, expenses, or damages of any nature, including liability for bodily injury, property damage or personal injury, and including reasonable attorneys' fees and expenses, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by Home Company, Home Company's agents, officers, employees, subcontractors, or independent contractors hired by Home Company. The only exception to Home Company's responsibility to protect, defend, and hold harmless City, is due to the sole negligence or willful misconduct of City. This hold harmless agreement shall apply to all liability, regardless of whether any insurance policies are applicable. The insurance policy limits do not act as a limitation upon the amount of indemnification to be provided by Home Company.

23. Independent Contractors/Consultants. Home Company is acting hereunder as an independent contractor and not as an agent or employee of the City. Home Company shall not represent or otherwise hold itself or any of its directors, officers, partners, volunteers, employees, or agents to be an agent or employee of the City.

24. Time of Essence. Time is of the essence in the performance of this Agreement by Home Company and City.

14 25. Default; Remedies.

25.1 Default. In the event of a non-monetary default, the non-defaulting party shall give written notice thereof to defaulting party. In the event that the defaulting party shall not have cured the default within thirty (30) days of the notice, or if the default is of a monetary nature or of a nature which cannot reasonably be cured within thirty (30) days and the defaulting party shall not have commenced to cure the default and be diligently pursuing such cure to completion within such thirty (30) day period, then the non-defaulting party, besides any other right or remedies that it may have, shall have the right to terminate this Agreement.

25.2 Remedies. Should City or Home Company at any time terminate this Agreement for any breach by the other party, in addition to any other remedy the aggrieved party may have, it may recover from the other party all damages it may incur by reason of such breach, including as appropriate, but not limited to: (a) the cost of recovering Premises; (b) all rent due and unpaid as of the date of such termination, plus interest on said sum at the rate of five percent (5%) per annum; (c) amounts that would have fallen due as rent between the time of termination of this Agreement and the time of the judgment, or other award, less the avails of all relettings and attornments, plus interest on the balance at five percent (5%) per year; (d) the worth at the time of the judgment or other award, of the amount by which the unpaid rent for the balance of the term exceeds the amount of such rental loss that Home Company proves could be reasonably avoided; (e) production costs and ticket revenue losses, and (f) any other amount necessary to compensate the aggrieved party for all the detriment proximately caused by the other party’s failure to perform its obligations under this Agreement or which in the ordinary course of things would be likely to result therefrom.

26. Force Majeure. In the event and to the extent that the performance of any of the covenants of this Agreement shall be frustrated or rendered impossible by an act of God, the acts or regulations of public authorities including City, labor unions, labor difficulties, strikes, civil tumults, war, epidemic, or any other cause beyond the parties’ control, the parties will be relieved of their obligations under this Agreement; and further, upon such event, neither party shall be obligated for any expenses incurred by the other party, including, but not limited to, any and all expenses incurred for promotion, artists’ fees or preparation costs. More specifically, a decision in the exercise of reasonable discretion by Home Company to cancel, postpone, or restrict attendance at a production, performance, or other scheduled use of the Premises due to the reasonable safety of, or health concerns for, any persons threatened or caused by pandemic, epidemic, or other cause beyond the parties’ control shall constitute an act of force majeure that relieves obligations under this Agreement, except that in such event the parties agree to attempt to renegotiate in good faith the affected terms of this Agreement for the duration and to the extent of the identified force majeure in order to continue this Agreement thereafter on terms as near as possible to those set forth herein.

27. Covid 19 Pandemic. A decision in the exercise of the reasonable discretion by Home Company to cancel, postpone, or restrict attendance at a production, performance, or other scheduled use of the Premises due to the reasonable safety or health concerns for any persons threatened or caused by the Covid 19 pandemic or other epidemic or Act of God shall constitute an act of force majeure that relieves obligations under this Agreement, except that in such event the parties agree to attempt to renegotiate in good faith the affected terms of this Agreement in order to reach a reasonable accommodation that perpetuates the Agreement.

15 28. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement, or acceptance of any late payment, shall not waive any rights of either party, and shall not constitute a waiver of any further breach of the same or other term of ‘the Agreement, except and unless the waiver is in writing by the party to be charged.

29. Notices. All notices shall be in writing, personally delivered or mailed via certified mail return receipt requested to the below listed mail address. (a)Address of Home Company is as follows:

South Valley Civic Theatre
P.O. Box 1555
Gilroy, CA 95021
(b) Address of City is as follows:

City Manager
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
With a copy to:

City Clerk, and Community Services Director
Either party may change its address for notices by giving written notice to that effect.

30. Entire Agreement; Amendment. This Agreement constitutes the entire Agreement of the parties as to Premises, the licensing of Premises, and the specified license term. Any agreement or representations respecting Premises, or their licensing not expressly set forth herein are void. This Agreement may only be amended by written agreement signed by both parties.

31. Governing Law; Venue; Mediation of Disputes. This Agreement shall be construed and enforced pursuant to the laws of the State of California. Santa Clara County shall be the venue for any legal proceedings arising out of this Agreement. The parties agree to pre- litigation mediation of any dispute arising out of this Agreement.

32. Attorneys’ Fees. If any action at law or in equity is brought to recover any rent or other sums under this Agreement, or for or on account of any breach of or to enforce or interpret any of the covenants, terms, or conditions of this Agreement, or for the recovery of the possession of Premises, the prevailing party shall be entitled to recover from the other party their reasonable costs and attorneys’ fees, the amount of which shall be fixed by the court and made a part of any judgment rendered.

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

34. No Third-Party Beneficiaries. This Agreement is for the benefit of City and Home Company, and is not intended to, and does not, create any rights, responsibilities, or obligations

16 on behalf of third parties.

35. 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.

36. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, shall constitute a single binding agreement.

37. Authority to Execute. Each person signing this License Agreement on behalf of the indicated party declares that he/she has the authority to bind that party. In the event that the signatory lacks such duly granted authority, said undersigned signatory personally assumes all liability for fees, costs and damages.

IN WITNESS WHEREOF, The City of Morgan Hill has caused this LICENSE to be executed on its behalf by its duly authorized representative and South Valley Civic Center has executed the same as of the day and year herein below written.

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

SOUTH VALLEY CIVIC THEATRE
President
Date:

APPROVED AS TO FORM:

Donald Larkin, City Attorney
By:

Date:
11/7/2024

8 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Yat Cho, Senior Project Manager
APPROVED BY: City Manager

APPROVE FIRST AMENDMENT TO THE CONSULTANT AGREEMENT
WITH ENGEO, INC. FOR DESIGN PROFESSIONALS TO INCREASE
THE AMOUNT BY $150,000 FOR A TOTAL AGREEMENT OF $550,000

RECOMMENDATION(S)

1. Approve the first amendment to the consultant agreement for design professionals with Engeo, Inc. to increase the amount by $150,000 for a total agreement of $550,000; and

2. Authorize the City Manager to execute and administer the first amendment with Engeo, Inc.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Maintaining Infrastructure
2024-2025 Strategic Priorities
Fiscal Sustainability
Transportation
Guiding Documents
Bikeways, Trails, and Recreation Master Plan
Economic Blueprint
Morgan Hill 2035 General Plan
Storm Drain Master Plan
Water System Master Plan
Wastewater System Master Plan
REPORT NARRATIVE:

On June 21, 2023, the City Council approved a consultant agreement with Engeo, Inc. for general compaction testing and special inspection on FY23-24 & FY24-25 Capital Improvement Projects (CIP) in the amount of $400,000. The services provided by Engeo, Inc are necessary to ensure that construction standards are maintained, and that proper inspection/testing is provided during the course of construction.

8 In 2022 and 2023, heavy rains and soil erosion caused damage to the utility system.

These projects (water main, sewer main, and storm drain repair) all required compaction testing, soil observation, and soil remediation to ensure work was completed in accordance to the City's design standards. These unanticipated projects were not included in Engeo, Inc.'s agreement of $400,000 and there is currently an insufficient amount in the agreement to complete through June 30, 2025. Staff requests the approval of an amendment adding $150,000 to the agreement for a total of $550,000 to fund compaction testing and special inspection on CIP projects through June 30, 2025.

The agreement with Engeo, Inc. will expire on June 30, 2025 and staff plan to release a Request for Proposal in Spring 2025 in anticipation of the need for compaction testing and special inspection services on FY25-26 & FY26-27 Capital Improvement Projects.

COMMUNITY ENGAGEMENT:

Compaction testing and special inspections are necessary components of the City's Capital Improvement Program. Individual CIP projects that affect residents and businesses will be notified through media, social media, and the City website.

ALTERNATIVE ACTIONS:

City Council may direct staff to perform another RFQ for this service however this is not recommended due to the time constraints of the projects.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

June 21, 2023 - City Council approved consultant agreement with Engeo, Inc. in the amount of $400,000 for General Compacting Testing and Special Inspection.

FISCAL AND RESOURCE IMPACT:

Funding for this agreement will be from various capital improvement projects as included in the adopted Capital Improvement Program Budget CEQA (California Environmental Quality Act):

Not a Project
The agreement is not considered as a project and any individual project in the Capital Improvement Program shall be reviewed under CEQA.

1 FIRST AMENDMENT TO AGREEMENT

ENGEO INCORPORATED
This FIRST AMENDMENT TO AGREEMENT is entered into and becomes effective on ______________________ (Effective Date), by THE CITY OF MORGAN HILL, a municipal corporation, ("CITY") and ENGEO INCORPORATED, a California Corporation ("CONSULTANT"), hereinafter referred to collectively as the “Parties".

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

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

2. The CITY and CONSULTANT entered into that “CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS” made as of July 4, 2023, for consultant services for a maximum compensation of Four Hundred Thousand Dollars ($400,000.00) (“CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS”). The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS is attached as Exhibit “1” to this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

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

A. Paragraph 4.1 shall be amended and replaced in its entirety by the following:
"4.1. Amount. Compensation under this Agreement shall not exceed FIVE HUNDRED FIFTY THOUSAND DOLLARS ($550,000.00) and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter

3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.” B. Paragraph 12 shall be amended and replaced in its entirety by the following:
“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 including, without limitation, complying with California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). CONSULTANT will further comply and will ensure that its agents and its subcontractors comply, with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Document Ref: FNSM8-WSUGK-8J5ZP-Y9JZF Page 1 of 20 Page 106 of 559 2 Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8).

2. 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.

3. 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 the Next Page]
Document Ref: FNSM8-WSUGK-8J5ZP-Y9JZF Page 2 of 20 Page 107 of 559 3 4. Conflicts. In the event of a conflict between the terms and provisions of this FIRST AMENDMENT to Agreement and the terms and provisions of the CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS, the terms of this FIRST AMENDMENT to Agreement shall govern and control.

5. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the Parties, constitute a single binding agreement.

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

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

APPROVED AS TO FORM: ENGEO INCORPORATED
Donald A. Larkin, City Attorney
By:

Date: Title:

Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or
Vice President
By:

Title:

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
Jeff Fippin, Principal
11 / 12 / 2024
Julia Moriarty, Assistant Treasurer
11 / 12 / 2024
Document Ref: FNSM8-WSUGK-8J5ZP-Y9JZF Page 3 of 20 Page 108 of 559

CERTIFIED CORPORATE RESOLUTION
Effective January 1, 2023, officers of ENGEO Incorporated Uri Eliahu, President, Paul Guerin, Chief Financial Officer and Brian Flaherty, Corporate Secretary hereby acknowledge that Theodore Bayham, Neel Neelakantan, Steve Harris, Mark Gilbert, Shawn Munger, and Jeffrey Fippin are authorized to co-execute client agreements and change orders on behalf of the Chairman of the Board of ENGEO Incorporated and Macy Tong, Robert Boeche, Julia Moriarty and Valerie Davis are authorized to co-execute client agreements and change orders as Assistant Treasurers of ENGEO Incorporated.

Dated: January 1, 2023
Uri Eliahu
Dated: January 1, 2023
Paul Guerin
Dated: January 1, 2023
Brian Flaherty
Document Ref: FNSM8-WSUGK-8J5ZP-Y9JZF Page 4 of 20 Page 109 of 559 DocuSign Envelope ID: CF09FD65-46ED-44AA-B0D5-C6EAC3350684 126-04-23-025

CONSUL TANT AGREEMENT FOR DESIGN PROFESSIONALS

ENGEOINCORPORATED
THIS AGREEMENT is entered into and becomes effective on 71412023 (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and ENGEO, INC. a California corporation ("CONSUL TANT") hereinafter referred to collectively as "Parties." In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

1. City Authority. This Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on June 21st, 2023.

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until June 30, 2025 at which time CONSULTANT'S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum period of one year. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSUL TANT shall be compaction testing and special inspections as further described in Exhibit A.

4. Compensation. CONSUL TANT shall be compensated as follows:

4.1. Amount. $400,000.00. Total compensation to CONSUL TANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Four Hundred Thousand Dollars and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSUL TANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

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

5. Termination. CITY or CONSUL TANT shall have the right to terminate this Agreement, without cause, by giving thirty (30) days' written notice or less under urgent circumstances. Upon such termination, CONSUL TANT shall submit to CITY an itemized statement of services performed for which Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
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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 CONSUL TANT of such occurrence, and this Agreement shall terminate after the last day during the fiscal year for which appropriations shall have been budgeted for CITY or are otherwise available for payments.

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

7. Insurance Requirements. CONSUL TANT shall procure and provide proof of the insurance coverage required by this section in the form of certificates and endorsements. The required insurance must cover the activities of CONSUL TANT, including its subcontractors, employees, and agents, relating to, or arising from, the performance of any work or service under this Agreement, and must remain in full force and effect at all times during the period covered by this Agreement. The coverages may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or "umbrella" policies, provided each such policy complies with the requirements set forth herein. Any deductibles or self-insured retentions must be declared to and approved by City. CONSUL TANT further understands that the CITY reserves the right to modify the insurance requirements set forth herein, with thirty (30) days' notice provided to CONSUL TANT, at any time as deemed necessary to protect the interests of the CITY. 7 .1. Insurance Types and Amounts.
7 .1.1. Commercial General Liability (CGL). CONSUL TANT shall maintain CGL against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT'S combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

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7.1.2. Automobile Liability. CONSUL TANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSUL TANT does not own automobiles, then CONSUL TANT 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 CONSUL TANT under CONSULTANT'S combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

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

7.1.4. Pollution (Environmental) Liability. If the performance of CONSULTANT'S work or service under this Agreement involves hazardous materials, contaminated soil disposal, and/or a risk of accidental release of fuel oil, chemicals or other toxic gases or hazardous materials, CONSUL TANT shall procure and maintain Pollution Liability covering the 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 CONSUL TANT under CONSULTANT'S combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

7.1.5. Professional Liability.
7 .1.5.1. If the performance of 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), CONSUL TANT 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 CONSUL TANT under CONSULTANT'S combined insurance policies (including any excess or "umbrella" policies), whichever is greater. Further, if CONSUL TANT maintains a claims-made policy, CONSUL TANT shall provide written evidence of such insurance to the CITY for at least five (5) years after the completion of work performed under this Agreement.
7 .1.5.2. If the performance of 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, Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
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7.2. Endorsements. CONSUL TANT shall provide proof of the following endorsements, listed for each policy for which endorsements are required, as outlined below:
7 .2.1. General Liability and pollution liability (when pollution liability applies). 7 .2.1.1. "Additionally Insured" - The City of Morgan Hill, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers are named as additional insureds on a form at least as broad as ISO Form CG 20 10 for ongoing operations.

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

7.2.1.3. "Primary and Non-Contributing" - Insurance shall be endorsed to be primary and non-contributory and will not seek contribution from the City's insurance or 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.

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

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

7.4. Certificates. CONSUL TANT 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, CONSUL TANT shall promptly furnish CITY of Morgan Hill with copies of all policies outlined herein. No policy subject to the CONSULTANT'S Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
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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. CONSUL TANT and its officers, employees, agents, and subcontractors shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in carrying out their obligations under this Agreement. CONSUL TANT 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 CONSUL TANT and/or its Subcontractors: BY SIGNING THIS

AGREEMENT, CONSUL TANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

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

THIS AGREEMENT - THAT CONSUL TANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSUL TANT FURTHER

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED

WITH - OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE

MANNER IN WHICH IT WILL SATISFY -ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.
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Document Ref: FNSM8-WSUGK-8J5ZP-Y9JZF Page 9 of 20 Page 114 of 559 DocuSign Envelope ID: CF09FD65-46ED-44AA-B0O5-C6EAC3350684 Judgments or Decisions During Term of Contract: If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that CONSUL TANT or an subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or CONSUL TANT learns of such a judgment, decision, or order that was not previously disclosed, CONSUL TANT shall inform the City Attorney, no more than fifteen (15) days after the judgment, decision or order becomes final or of learning of the final judgment, decision, or order.

CONSUL TANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, 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 CONSUL TANT 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 CONSUL TANT or any subcontractor it employs to perform work under this Agreement has been found in violation of any applicable wage and hour law by a final judgment, decision or order of a court or government agency, the City reserves the right to withhold payment to CONSUL TANT until such judgment, decision or order has been satisfied in full.

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

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

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

11. Confidentiality. All data, documents, or other information received by CONSUL TANT 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 CONSUL TANT 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.

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Address of CONSUL TANT is as follows:

Engeo Incorporated
6399 San Ignacio Avenue Suite 150
San Jose, CA
95119
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YatCho
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. CONSUL TANT shall obtain a City of Morgan Hill Business License, all permits and licenses to the extent required by ordinances, codes, and regulations of the federal, state, and local government.

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

16.2. Access to and Audit of Records. The CITY shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONSUL TANT and its subcontractors related to services under this Agreement. Pursuant to Government Code Section 8546. 7, if this Agreement involves the expenditure of public funds in excess of $10,000, the Parties to this Agreement may be subject, at the request of the CITY or as part of any audit of the CITY, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

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

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

Should CONSUL TANT 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 CONSUL TANT, without prior written consent of CITY. Any attempted assignment not first approved by CITY shall be Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
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20. Attorney Fees. In any legal action, dispute or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorney fees, costs and expenses incurred.

21. Defense and Indemnification.

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

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

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 CONSUL TANT as a result of CONSULTANT'S failure to pay CITY promptly any indemnification arising under this Section (21) and any amount due CITY from CONSUL TANT arising from CONSULTANT'S failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.

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21.6. Interpretation. This Section shall constitute an agreement or contract of indemnity, incorporating the interpretations under California Civil Code Section 2778. It is expressly understood and agreed that the obligation of the CONSUL TANT 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 CONSUL TANT. If the provisions contained in the main body of this Agreement conflict with any provision contained in an exhibit to this Agreement, the provisions of the main body of this Agreement shall govern and control over any provision contained in an exhibit to this Agreement.

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

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

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

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

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

28. Electronic Signatures. Unless otherwise prohibited by law or CITY policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "electronic copy of a signed contract" refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by the CITY.
[Signatures on Next Page}
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29. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

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

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

City Cle epu�ffitys.Clerk
Michelle Bigelow
Print Name
Date: 7/5/2023
APPROVED AS TO FORM:

City Att e)'!!F0273EA2464 ...

Donald A. Larkin
Print Name
Date: 6/26/2023

CITY OF MORGAN HILL
City �eiF549944D ...

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

ENGEO INCORPORATED
By:

TH.flffdo-re P BaqH.abA
Theodore P. Bayham,on behalf of Chairman of the
'19��t Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date: 06 I 01 / 2023
By:

Date:

Macy Tong, Assistant Treasurer
Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
05130 I 2023
U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
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CERTIFIED CORPORATE RESOLUTION
Effective January 1, 2023, officers of ENGEO Incorporated Uri Eliahu, President, Paul Guerin, Chief Financial Officer and Brian Flaherty, Corporate Secretary hereby acknowledge that Theodore Bayham, Neel Neelakantan, Steve Harris, Mark Gilbert, Shawn Munger, and Jeffrey Fippin are authorized to co-execute client agreements and change orders on behalf of the Chairman of the Board ofENGEO Incorporated and Macy Tong, Robert Boeche, Julia Moriarty and Valerie Davis are authorized to co-execute client agreements and change orders as Assistant Treasurers of ENGEO Incorporated.

Dated: January I, 2023
Uri Eliahu
Dated: January I, 2023
Paul Guerin
Dated: January I, 2023
Brian Flaherty
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EXHIBIT A

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

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

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

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

A. Response Time and Job Presence:

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

B. List of Tasks and Special Inspection Services:

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

Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
11 Updated May 2023

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
12 Updated May 2023

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GEOTECHNICAL

ENVIRONMENTAL

WATER RESOURCES
CONSTRUCTION SERVICES - COASTAL/MARINE GEOTECHNICS Expect Excellence-----------------------

PREFERRED CLIENT FEE SCHEDULE

PROFESSIONAL SERVICES
Effective February 2023
President. ..................................................................................................................................... $465.00 per hour Principal ....................................................................................................................................... $365.00 per hour Associate ..................................................................................................................................... $305.00 per hour Subject Matter Expert .................................................................................................................. $400.00 per hour Senior ........................................................................................................................................... $265.00 per hour Project .......................................................................................................................................... $235.00 per hour Staff .............................................................................................................................................. $205.00 per hour Assistant ...................................................................................................................................... $165.00 per hour Construction Services Manager II ............................................................................................... $210.00 per hour* Construction Services Manager I ................................................................................................ $200.00 per hour* Senior Field Representative II ..................................................................................................... $176.00 per hour*/** Senior Field Representative I ...................................................................................................... $157.00 per hour*/** Field Representative .................................................................................................................... $145.00 per hour*/** Senior Laboratory Technician ..................................................................................................... $180.00 per hour Laboratory Technician ................................................................................................................. $160.00 per hour Senior GIS Developer .................................................................................................................. $190.00 per hour Senior GIS Analyst ...................................................................................................................... $185.00 per hour GIS Analyst .................................................................................................................................. $175.00 per hour Senior CAD Specialist ......................... .' ....................................................................................... $175.00 per hour CAD Specialist ............................................................................................................................. $160.00 per hour Network Administrator ................................................................................................................. $250.00 per hour Project Assistant .......................................................................................................................... $145.00 per hour * Two-hour minimum portal to portal and cancellations within 24 hours. * OVERTIME RATES: Rates increased by factor of 1.5 for all hours worked in excess of eight (8) Monday through Friday, and the first eight (8) hours worked on Saturday. Rates increased by factor of 2.0 for all hours worked in excess of twelve (12) Monday through Friday, all hours worked in excess of eight (8) on Saturday and all hours worked on Sunday and holidays. ** For Prevailing Wage projects, increase the hourly rate by $19. ** Rates increased by factor of 1.25 for night shift hours (hours commencing after 4:00 p.m. or before 4:00 a.m.); rates increased by factor of 1.875 (an additional factor of 1.5) for all night shift hours in excess of eight (8); rates increased by factor 2.5 for all night shift hours worked in excess of twelve (12).

ADDITIONAL SERVICES OFFERED
In addition to our core services of geotechnical, hydrologic and environmental engineering, including construction-phase testing and observation, ENGEO provides clients with services for establishment and management of Geologic Hazard Abatement Districts (GHAD) and for Entitlement and Permitting Support (EPS). For more information about these services arid associated pricing, please contact ENGEO at (925) 866-9000.

OTHER FEES
• Equipment and materials will be charged in addition to the above hourly rates. • Outside Consultants, Subcontracted Services and Equipment Rental .................................................................................................. Cost plus 25% • Expert Witness, Deposition, Mediation, Arbitration, or Court Appearance (Minimum Charge) ..................... $2,400.00 half day, $4,800.00 full day TERMS
Invoices will be submitted at completion of work or at approximately four week intervals and are due and payable upon receipt. Statements will be issued at monthly intervals. Charges not paid within 30 days of invoice date will accrue a late charge at a rate of 1.5 percent per month. In the event it becomes necessary to commence suit to collect amount due, Client agrees to pay attorney's fees and costs, as the court may deem reasonable until amount is paid. Fees will be applicable for one year from the effective date above; thereafter, fees will be adjusted annually. Our fees will be billed using an invoice format produced by a standardized accounting software package. A more customized itemization of charges and backup data will be provided upon Client's requests, but at additional fees. Final reports may be withheld until outstanding invoices are paid in full.

Many risks potentially affect ENGEO by virtue of entering into this agreement to perform services on behalf of client. A principal risk is the potential for human error by ENGEO. For client to obtain the benefit of a fee that includes a nominal allowance for dealing with our liability, client agree to limit ENGE O's liability to Client and all other parties for claims arising out of our performance of the services described in the agreement. The aggregate liability will not exceed $50,000 (or ENGEO's fee, whichever is greater, but not more than $1,000,000) for professional acts, errors, or omissions, including attorney's fees and costs that may be awarded to the prevailing party and client agrees to indemnify and hold harmless ENGEO from and against all liabilities in excess of the monetary limit established above.

Februarv 1. 2023
Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
www.enqeo.com

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EQUIPMENT AND MATERIALS CHARGES
DESCRIPTION COST PER UNIT ($) UNIT
Air Content Meter
Baile rs (Disposable)
Coatings Thickness Kit (eg. Fireproofing, Protective Paint) Concrete Crack Monitor
Coring Machine
Double-Ring lnfiltrometer
Electronic Water Level Indicator
Engineering Analysis Software
Equipment Transport(er)
Exploration Equipment (Electric Auger)
Floor Flatness/Floor Level Equipment
Generator
GIS Website Portal Subscriptions
GPS Handheld Device
Drone Equipment
Hand Auger and Soil Sampler
Hydraulic Pull-Test Equipment
Interface Probe
Magnetic Particle Test Equipment
Moisture Content Test Equipment
Multi-Parameter Water Meter
pH Meter/Turbidity Meter
Photo Ionization Detector
Reinforcing Bar Locator
Sampling Tubes
Sand Cone Equipment and Material
Schmidt Hammer
Seisometer
Skidmore Wilhelm Bolt Tension Calib.

Slope Inclinometer/Settlement lndicatorNW Readout
Torque Wrench
Transfer Pump
Ultrasonic Equipment
Vapor Emission Test Kit
Vector Conversion
Vehicle, nuclear gauge, equipment, wireless communication. *Add $5.00/hr. for RTK enabled autotesting equipment.

Vehicle, equipment, wireless communication
Vibration Monitor
Water Sampling Pumps
Bridge Toll
Mileage
Parking
AutoCAD, Civil 3D, GIS, Drone Data Processing
Photocopies Black & White
Photocopies Color 11 x 17
Photocopies Color 8½ x 11
Plot - Black & White
Plot - Color
Postage
Scan - Black & White
Scan - Color
Telephone
Februarv 1. 2023
Document Ref: XJQPH-H3KJD-F3MS4-KW3PL

7.00 10.00

30.00 20.00

30.00 50.00

5.00 45.00
100.00

50.00 40.00

15.00 50.00

10.00 210.00

15.00 25.00

2.00 25.00

6.00 15.00

10.00 20.00
100.00

10.00 5.00

20.00 50.00

40.00 50.00

15.00 3.00

50.00 40.00

60.00 33.00*

23.00 1800.00

20.00 actual
.98
actual

29.00 0.25

1.50 1.00

3.00 4.00
actual

1.50 3.75

0.50 hour
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www.enaeo.com

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EXHIBIT C

SCHEDULE OF PERFORMANCE
Performance schedules for work to be performed will be determined on a project by project basis and approved by the City Manager's designated project manager prior to work on each specific project
commencing
Document Ref: XJQPH-H3KJD-F3MS4-KW3PL
13 Updated May 2023

Document Ref: FNSM8-WSUGK-8J5ZP-Y9JZF Page 20 of 20 Page 125 of 559 Signature Certificate
Reference number: FNSM8-WSUGK-8J5ZP-Y9JZF
Document completed by all parties on:
12 Nov 2024 21:52:25 UTC

Signer Timestamp Signature
Jeff Fippin
Email: [email protected]
Recipient Verification:

Sent: 12 Nov 2024 21:24:14 UTC
Viewed: 12 Nov 2024 21:28:18 UTC
Signed: 12 Nov 2024 21:29:27 UTC
✔Email verified 12 Nov 2024 21:28:18 UTC
IP address: 12.248.173.162
Location: Oakland, United States
Julia Moriarty
Email: [email protected]
Recipient Verification:

Sent: 12 Nov 2024 21:24:14 UTC
Viewed: 12 Nov 2024 21:42:54 UTC
Signed: 12 Nov 2024 21:52:25 UTC
✔Email verified 12 Nov 2024 21:42:54 UTC
IP address: 66.7.228.252
Location: Oakland, United States
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9 CITY COUNCIL STAFF REPORT
MEETING DATE: November 20, 2024
PREPARED BY:

Chris Ghione, Public Services Director
APPROVED BY: City Manager

APPROVE THE EASEMENT ACQUISITION FROM SANTA CLARA

COUNTY FOR THE NEW BUTTERFIELD FIRE STATION

RECOMMENDATION(S)

1. Authorize the City Manager to acquire an easement from Santa Clara County for access to the City's new Fire Station on Butterfield Boulevard; and

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

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
Guiding Documents
Fire Services Standards of Coverage
REPORT NARRATIVE:

The City is nearing completion of the construction of its new Fire Station on Butterfield Boulevard. Construction of the Fire Station requires an easement from the County of Santa Clara to utilize the shared driveway at the County Courthouse facility. This easement location is included as Attachment 2. The County has not requested payment for the easement, but will require the City to maintain the easement area/driveway that will be used by the Morgan Hill Fire apparatus when returning to the station.

COMMUNITY ENGAGEMENT:

Inform
There have been previous discussions and engagement regarding the Public Safety Master Plan and Standards of Coverage. The City Council has discussed this project at Council workshops, budget workshops, and other meetings. During construction, staff has been providing regular updates through media, social media, and the City's website.

The easement acquisition is necessary for the Fire Station to function properly.

ALTERNATIVE ACTIONS:

9 No feasible alternative options. Without the easement, the City would not be able to utilize the new Fire Station appropriately.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:
• February 22, 2017 - City Council received and reviewed Public Safety Master Plan.
• December 4, 2019 - City Council received and reviewed the Hazard Risk Assessment and Standards of Coverage Study.
• December 1, 2021 - City Council authorized the City Manager to execute and administer an agreement with Jeff Katz Architecture for the design of the Butterfield Fire Station Project.
• November 2, 2022 - City Council approved conceptual design for the Butterfield Fire Station Project
• March 15, 2023 - City Council approved acceptance of a grant from Silicon Valley Clean Energy for $500,000 to be used towards the project, specifically as an all electric fire station demonstration site.
• June 7, 2023 - City Council awarded a contract to Larry S. Kent, Inc. DBA Kent Construction for the construction of the Fire Station.

FISCAL AND RESOURCE IMPACT:

There is no direct fiscal impact associated with acquiring the easement as the County is not requesting payment for the easement. There will be a long term replacement cost for the driveway that will be built into the future replacement funding for the station and included in the Fire budget in future budget cycles. This cost is estimated at less than $1,000 per year.

CEQA (California Environmental Quality Act):

Categorical Exemption
The City engaged Raney Planning & Management to evaluate the proposed Butterfield Boulevard Fire Station Project to determine whether the proposed project is exempt from review under CEQA. This review concluded the project does qualify for a Class 32 exemption for infill development.

1 RECORD WITHOUT FEE UNDER CALIFORNIA
GOVERNMENT CODE SECTIONS 27383 AND 6103

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

County of Santa Clara
Facilities and Fleet Department
Property Management Division
2310 North First Street, Suite 200
San Jose, CA 95131
_____________________________________
MAIL TAX STATEMENTS TO: Same as above
Space Above Line for Recorder's Use Only

EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (the “Agreement”), executed as of the date last signed below, is by and between the County of Santa Clara, a political subdivision of the State of California (the “Grantor”), and the City of Morgan Hill, a California municipal corporation (“Grantee”). Grantor and Grantee are also referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
A. Grantor is the fee owner of certain real property located in the City of Morgan Hill, Santa Clara County, State of California, commonly known as 301 Diana Avenue, as more particularly described in Exhibit C (the “County Parcel”).

B. Grantee is the owner of that certain real property located adjacent to the County Parcel, as more particularly described in Exhibit D (the “Fire Station Parcel”).

C. Grantee provides firefighting and emergency response services at properties within the City of Morgan Hill (“Grantee’s Services”). Grantee uses fire engines, fire trucks, and other specialized vehicles necessary to provide Grantee’s Services (“Fire Department Vehicles”). The size of the Fire Department Vehicles inhibits their ingress to and egress from the Fire Station Parcel. A right-of-way easement over a portion of the County Parcel would facilitate the passage of the Fire Department Vehicles to and from the public street. An existing driveway on the Fire Station Parcel provides access to and from the public street for other vehicles.

D. The Board of Supervisors of Grantor finds that supporting firefighting and emergency response services to residents and businesses within Santa Clara County, and conveying a rightof-way easement to Grantee, are in the public interest and that granting the easement will not substantially conflict or interfere with Grantor’s use of the County Parcel.

2 AGREEMENT
NOW, THEREFORE, in consideration of the above and the mutual covenants, terms, conditions, and restrictions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows:

1. Grant of Easement
Subject to the terms and conditions set forth in this Agreement, Grantor grants to Grantee a perpetual, non-exclusive easement (the “Easement”) over that portion of the County Parcel described and depicted in Exhibits A and B (“Easement Area”) for the use set forth in Section 2 below. Grantor reserves all right, title, and interest in and to the Easement Area that may be used and enjoyed without interfering with the rights conveyed by this Agreement.

2. Use
Grantee and its employees, agents, representatives, lessees, licensees, contractors, and invitees may use the Easement and Easement Area solely for the ingress and egress of Fire Department Vehicles and other vehicles between the Fire Station Parcel and the public street known as Butterfield Boulevard, and solely for the purpose of Grantee’s Services or related operations in direct support of Grantee’s Services (“Permitted Use”). Grantee shall not use the Easement or the Easement Area, or permit the Easement or the Easement Area to be used, for a use inconsistent with the Permitted Use.

Grantee is prohibited from doing any of the following in the Easement Area without the prior written consent of Grantor: constructing walls, fences, or barriers; installing signs; planting vegetation; or depositing soil, trash, or waste.

3. Maintenance and Repair
Grantee shall, at its sole cost and expense, maintain the Easement Area at all times in good condition and repair and re-pave the Easement Area as needed. The Easement granted herein includes incidental rights of reasonable access to the Easement Area to perform such maintenance and repair work. Grantee shall notify Grantor at least twenty-one (21) days (or such other time as the Grantor may allow) in advance of commencing any repairs or maintenance in the Easement Area. If an emergency should arise requiring immediate repairs or maintenance in the Easement Area, Grantee shall provide as much notice as practicable to Grantor before commencing such work.

All maintenance and repair by Grantee shall be done in a good and workmanlike manner.

Grantee shall keep the Easement Area free of any liens arising out of any work performed by or on behalf of Grantee and shall be responsible for repairing any damage that may result from Grantee’s activities permitted by this Section 3. Grantee shall not unreasonably block or impede access to Grantor’s property while performing any maintenance or repair work in the Easement Area or at any other time.

3 If Grantee fails to maintain or repair the Easement Area as required by this Section 3, Grantor shall be entitled to any rights, remedies, or damages available at law or in equity.

Without limiting the foregoing, Grantor shall have the right, but not the obligation, to perform said maintenance and repair at Grantee’s cost and expense upon notice to Grantee. All costs and expenses shall be due and payable by Grantee upon demand from Grantor.

4. Compliance With All Laws and Other Requirements
Grantee shall comply with all present and future laws, statutes, ordinances, or governmental rules or regulations (collectively, “Laws”) relating to the Easement or Easement Area, and shall make any repairs, alterations, or improvements necessary to comply with all such Laws. Grantee shall not permit the Easement Area to be occupied or used in any manner that will constitute waste or nuisance. Grantee acknowledges that the Easement and all of Grantee’s rights are subject to all liens, encumbrances, deeds of trust, reservations, restrictions, and other matters of record affecting the County Parcel and Easement. Grantee represents and warrants that Grantee has obtained all necessary consents from any third party with an encumbrance senior to this Agreement.

5. Effective Date; Term
This Agreement will be effective upon the date it is recorded. The term of the Easement shall be in perpetuity unless the Easement is terminated as agreed upon by Grantor and Grantee, by operation of law, or as otherwise permitted by law. Notwithstanding the foregoing, the Easement shall terminate if the Easement is not used for twelve (12) consecutive months, or if Grantee uses the Easement for a use other than the Permitted Use, including but not limited to ingress or egress for a purpose other than Grantee’s Services or directly related support operations (“Default”), provided that the Easement will not terminate for Default if Grantee has received written notice of the Default and cured the same within thirty (30) days after receipt of such notice. Grantor may provide a longer period of time to cure a particular Default so long as Grantee diligently prosecutes the cure to completion.

6. No Representations and Warranties
Grantee acknowledges and agrees that Grantor has made no representations or warranties, express or implied, regarding: (i) the physical condition of the Easement Area (including but not limited to the presence of Hazardous Materials or other environmental conditions on or about the County Parcel), or (ii) the suitability of the Easement for the allowed use(s) of the Easement.

Grantee further acknowledges and agrees that: Grantee is experienced in land acquisition and development; Grantee has conducted all necessary and appropriate inspections of the Easement Area; and Grantee accepts the Easement Area, and the surrounding real property used under the Easement, in “AS-IS,” “WHERE-IS,” and “WITH ALL FAULTS” condition, and without any warranty, expressed or implied, from Grantor.

7. No Dedication

4 Nothing contained in this Agreement gives or grants to the public an independent right to enter upon or use the Easement Area or any portion thereof.

8. Hazardous Materials
Grantee shall not cause, or allow anyone to cause, any Hazardous Material (as defined below) to be released, brought upon, kept, used, stored, generated or disposed of in, on, or about the Easement Area or County Parcel. For purposes hereof, “Hazardous Material” means, but is not limited to, material that, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state, or local governmental authority to pose a present or potential hazard to public health, safety, welfare, or the environment, including but not limited to consumer safety and health. The meaning of “Hazardous Material” as used herein also includes, without limitation, any material or substance defined as a “hazardous substance, pollutant or contaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.

Sections 9601 et seq., or pursuant to Section 25316 of the California Health & Safety Code; a “hazardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of the Premises or are naturally occurring substances in the Premises; any chemical, content, or product failing to meet the applicable standards imposed by regulation or other law falling within the jurisdiction of the U.S. Consumer Product Safety Commission, the U.S. Department of Transportation, the U.S. Environmental Protection Agency, the U.S. Federal Trade Commission, the U.S. Food and Drug Administration, U.S. Department of Agriculture, or any local or state agency or department of equivalent or similar jurisdiction or authority; and/or any other similarly regulated product, substance, or chemical containing regulated levels of lead, phthalates, bloodborne pathogens, bio-waste, medical waste, pesticides, those products for which a pesticidal claim is made, and/or pharmaceuticals. The meaning of Hazardous Material, as used herein, shall also include any petroleum, including, without limitation, crude oil or any fraction thereof, natural gas, or natural gas liquids. However, this Section 8 shall not apply to fuel in vehicles in standard amounts necessary to operate the same, in compliance with applicable law.

9. Insurance and Indemnification
Grantee is subject to the indemnification and insurance requirements in Exhibit E.

10. Notices
(a) Any notice, demand, request, consent, approval, or communication that a Party desires or is required to give to the other Party shall be in writing and may be delivered in person (by hand or by courier) or sent by regular, certified, or registered mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be addressed as follows:

To Grantor: County of Santa Clara Facilities and Fleet Department 2310 North First Street, Second Floor, Suite 200
San José, CA 95131
Attn: Director

5 With Copy To: County of Santa Clara Office of the County Counsel 70 W. Hedding Street, East Wing, 9th Floor
San José, CA 95110
Attn: County Counsel
To Grantee: City of Morgan Hill Public Services Department 17575 Peak Avenue
Morgan Hill, CA 95037
Attn: Director
With Copy To: City of Morgan Hill, Office of City Attorney 17575 Peak Avenue
Morgan Hill, CA 95037
Attn: City Attorney
or to such other address or email address as a Party shall designate by written notice to the other Party. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered on the date of delivery, unless the notice is returned as undeliverable. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

11. Covenants Running with the Land
The Easement and other rights conferred by this Agreement constitute covenants that run with the land and shall inure to the benefit of, and be binding upon, the Parties and their respective grantees, successors, and assigns.

12. Recordation
Grantee, at Grantee's sole cost and expense, shall be responsible for having a fully executed and acknowledged original of this Agreement recorded in the Official Records of Santa Clara County, California. Upon such recordation, Grantee shall promptly provide Grantor with a true and correct copy of the recorded Easement Agreement.

13. General Provisions
(a) Controlling Law. This Agreement shall be governed by the laws of the State of California.
(b) Entire Agreement; Amendment. This instrument sets forth the entire agreement of the Parties with respect to this Agreement and supersedes all prior discussions,

6 negotiations, understandings, or agreements relating to this Agreement. Any amendment to this Agreement shall be of no force and effect unless it is in writing and signed by the Parties (or their respective successors, assigns, or grantees as applicable). (c) No Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. (d) Captions and Headings. The captions and headings used in this Agreement have been inserted solely for convenience of reference and are not a part of this Agreement and shall have no effect upon its construction or interpretation. (e) Authority. Each person executing this Agreement on behalf of a Party to this Agreement warrants and represents that such person is duly authorized to execute and deliver this Agreement on such Party's behalf.
(f) Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by both Parties; each counterpart shall be deemed an original instrument as against any Party who has signed it. [SIGNATURES ON FOLLOWING PAGES]

S-1
IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the last date executed by all of the Parties herein below.

GRANTOR:

COUNTYOFSANTA CLARA
_______________________________
SUSAN ELLENBERG, President
Board of Supervisors
________________________
Date
Signed and certified that a copy
of this document has been delivered
by electronic or other means to the
President, Board of Supervisors.

ATTEST:
______________________________

CURTIS BOONE
Acting Clerk of the Board of Supervisors
_________________________

APPROVED AS TO FORM AND LEAGALITY
__________________________________

LESLEY PAK
Deputy County Counsel
[SIGNATURES CONTINUE ON FOLLOWING PAGE]

S-1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
)

COUNTY OF )
On __________________________, before me, _______________________________, Notary Public, personally appeared __________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
(Signature) (Seal)

S-2
GRANTEE:

CITY OF MORGAN HILL
_________________________________

CHRISTINA TURNER
City Manager
________________________
Date
_________________________

APPROVED AS TO FORM AND LEAGALITY
__________________________________

DONALD LARKIN
City Attorney

S-2
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
)

COUNTY OF )
On __________________________, before me, _______________________________, Notary Public, personally appeared __________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
(Signature) (Seal)

EXHIBIT C

COUNTY PARCEL
Portion of Lot 44, as shown upon that certain Map entitled, "Morgan Hill Ranch Map No. 1", which map was filed for record in the office of the Recorder of the County of Santa Clara, State of California, on June 1, 1892 in Book G of Maps at pages 2 and 3, and more particularly described as follows:

Beginning at the granite underground monument set at the point of intersection of the center line of Diana Avenue with the Easterly line of Railroad Street, as shown upon the Map hereinabove referred to, said monument being also set for the common corner of Lots 44 and 67 of said Morgan Hill Ranch; thence North 44° 37' West 10.805 chains; thence parallel to the center line of said Diana Avenue, South 45° 23' West 9.255 chains to a 3" x 4" stake marked R. 20 A.P. 1 set in the Southwesterly line of said Lot 44 at a point distant South 39° 22' East 4.60 chains from the common corner for Lots 22 and 44; thence along said Southwestern line of Lots 44; South 39° 22' East 10.85 chains to the point of beginning.

EXCEPTING THEREFROM, so much thereof as lies within the bounds of Diana Avenue. Also excepting therefrom that portion described as follows:

Beginning at the eastern most corner of those lands of Kontrabecki Associates, on the centerline of Diana Avenue (66.00 feet wide) as said lands and Avenue are described in that deed recorded in Book L111 at Page 13, Santa Clara County Official Records, and running thence along the Northeasterly boundary line thereof, North 44° 39' 27" West, 713.35 feet to the most northern corner of said lands of Kontrabecki Associates: thence along the northwestern boundary line thereof, South 45° 21' 42" West, 142.81 feet; thence leaving said Northwestern boundary line, South 44° 37' 52" East, 650.38 feet; thence along a tangent curve to the right, with a radius of

30.00 feet through a central angle of 89° 59' 03" and an arc length of 47.12 feet to a point on the Northwestern right-of way line of said Diana Avenue; thence South 44° 38' 49" East, 33.00 feet to a point on the said centerline of Diana Avenue; thence along said centerline, North 45° 21' 11" East, 173.12 feet to the point of beginning and containing therein 2.369 Acres and being a portion of said lands.

APN: 726-12-006

EXHIBIT D

FIRE STATION PARCEL
Parcel A, as said Parcel is shown on that certain Lot Line Adjustment Parcel Map filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on December 18, 2003 in Book 766 of Maps at Pages 39 and 40.

APN: 726-15-072

Rev. 09/2024

EXHIBIT E

INSURANCE REQUIREMENTS FOR

USERS/TENANTS/PERMITTEES/LICENSEES OF COUNTY REAL PROPERTY City of Morgan Hill
Indemnification:

Notwithstanding any other provision of the Agreement, Grantee shall indemnify, release, hold harmless, and defend, with counsel approved by Grantor, Grantor and its officers, employees, agents, contractors, subcontractors, and representatives (collectively, “County”), from any and all claims, demands, suits, judgments, liabilities, losses, injuries, damages, or expenses of any kind (including attorneys’ fees and costs), arising out of, or in connection with, any breach by Grantee in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Grantee’s part to be observed or performed, or the use or occupancy of the Easement Area or County Parcel by Grantee and Grantee’s employees, agents, contractors, or invitees, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by Grantor. It is the intent of the Parties to this Agreement to provide the broadest possible coverage for County as allowed by law. Grantee’s obligation under this Indemnification section will survive the termination or expiration of the Agreement with respect to any claims or liabilities arising out of any loss, injury to person, or damage to property that occurred during the term of or in connection with the Agreement. Grantee shall reimburse County for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which Grantee contests Grantee’s obligation to indemnify, defend, and/or hold harmless County under this Agreement and does not prevail in that contest.

Insurance:

Without limiting Grantee’s Indemnification obligations to the County, Grantee shall, at its own expense, provide and maintain the following insurance coverage in full force and effect throughout the term of the Agreement:

A. Evidence of Coverage
Prior to commencement of the term of the Agreement, Grantee shall provide the requesting County department a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the Certificate of Insurance. In addition, a certified copy of the policy or policies shall be provided by Grantee upon request.

This approval of insurance shall neither relieve nor decrease Grantee’s liability.

For long-term agreements, a periodic review/change of insurance requirements may be made every five years to ensure appropriate coverage by County standards is in place.

B. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A-V, according to the current Best's Key Rating Guide, unless otherwise approved by County's Insurance Manager.

C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. Commercial General Liability Insurance -- for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000

b. General aggregate - $2,000,000

c. Products/Completed Operations aggregate - $1,000,000 (required if products of any kind will be offered or sold on the Property) d. Personal Injury - $1,000,000
e. Abuse, Molestation, Sexual Actions, Assault and Battery - $1,000,000 (required if there is interaction with children or minors)

2. General liability coverage shall include:
a. Premises and Operations

b. Products/Completed

c. Personal Injury liability

d. Abuse, Abuse, Molestation, Sexual Actions, Assault and Battery (required if there is interaction with children or minors)

e. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Additional Insured Endorsement, which shall read:
"County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds."
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy.

4. Automobile Liability Insurance shall include:

For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

5. Workers' Compensation and Employer's Liability Insurance shall include:
a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

6. Property Insurance shall include:

Grantee shall maintain sufficient property insurance on all buildings, facilities or real property interests that Grantee owns, operates and/or controls contained within, upon, in or on the Property. The policy shall be written on a standard "all risk" basis, excluding earthquake and flood.

E. Special Provisions. The following provisions shall also apply:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Grantee and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise

assumed by Grantee pursuant to the Agreement, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance provided by Grantee.

However, this shall not in any way limit liabilities assumed by Grantee under the Agreement. Any self-insurance must first be approved in writing by the County upon satisfactory evidence of financial capacity.

Grantee’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

3. Should any of the Property under this Agreement be sublet, sublicensed or offered for use by third parties, Grantee shall require each of Grantee’s sublicensees, subtenants and contractors of any tier to carry the aforementioned coverages, or Grantee may insure such persons or entities under its own policies.

F. Waiver of Subrogation.

Except as may be specifically provided for elsewhere in the Agreement or in hereinabove, County and Grantee hereby each mutually waive any and all rights of recovery from the other in event of damage to the property of either caused by acts of God, perils of fire, lightning, and all other all-risk perils as defined in insurance policies and forms approved for use in the state of California. Each Party shall obtain any special endorsements, if required by their insurer, to evidence compliance with the aforementioned waiver.

11/12/24 $(
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City Council
Meeting Minutes
Mark Turner - Mayor
Marilyn Librers - Mayor Pro Tem
Gino Borgioli - Council Member
Rene Spring - Council Member
Yvonne Martinez Beltran - Council Member
Wednesday, November 6, 2024 6:00 PM
Council Chamber Building
17555 Peak Avenue, Morgan Hill, CA 95037