Morgan Hill City Council
September 3, 2025

City Council
Regular Meeting Agenda
Mark Turner - Mayor
Marilyn Librers - Mayor Pro Tem
Soraida Iwanaga - Council Member
Yvonne Martínez Beltrán - Council Member
Miriam Vega - Council Member
Wednesday, September 3, 2025
6:00 p.m.

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 and Facebook page.

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.

September 3, 2025
2 PUBLIC COMMENT
Public comment may be offered verbally at the meeting or in writing before the meeting.

Public comment is limited to three minutes, but the Mayor may adjust time limits for individual or total comments while ensuring all viewpoints are heard, encouraging speakers to avoid repetition, and allowing a designated spokesperson for organized support or opposition to present longer if needed.

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.

September 3, 2025
3 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.

CALL TO ORDER

ROLL CALL ATTENDANCE

DECLARATION OF POSTING AGENDA

SILENT INVOCATION

PLEDGE OF ALLEGIANCE

PROCLAMATIONS
Proclaiming September as National Preparedness Month
Proclaiming September as Childhood Cancer Awareness Month Proclaiming October 1, 2025 as Clean Air Day

CITY COUNCIL REPORTS
Council Member Iwanaga

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

September 3, 2025
4 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)

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. APPROVE AGREEMENT WITH THE COUNTY OF SANTA CLARA FOR THE 2024 EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG)
FUNDS
Recommendation:

1. Authorize the City Manager to execute and administer the Agreement with the County of Santa Clara for the 2024 Emergency Management Performance Grant; and

2. Adopt resolution amending the Fiscal Year 2025-26 Budget to recognize revenue and appropriate related expenditures, in the amount of $13,250 from the General Fund.

2. APPROVE AMENDMENTS TO ENGINEERING-RELATED CONSULTANT

AGREEMENTS FOR CAPITAL IMPROVEMENT PROGRAM PROJECT

DESIGN, TOPOGRAPHIC SURVEY AND CONSTRUCTION STAKING

SERVICES
Recommendation:

Approve and authorize the City Manager to execute and administer four engineering-related consultant amendments:

1. First Amendment to Harris and Associates, Inc. to increase the amount from $519,000 to $919,000;

2. First Amendment to Associated Engineering-Surveying Service, Inc. doing business as Hanna-Brunetti to increase the amount from $144,000 to $544,000;

3. First Amendment to Ruggeri-Jensen-Azar (RJA) to increase the amount from $39,000 to $439,000; and

September 3, 2025
5 4. First Amendment to MNS Engineers, Inc. to increase the amount from $39,000 to $439,000.

3. APPROVE THE MEMORANDUM OF UNDERSTANDING FOR

PARTICIPATION IN THE MULTI-JURISDICTIONAL COMPOSTING

EDUCATION PROGRAM
Recommendation:

1. Authorize the City Manager to execute, administer and make minor modifications with the approval of the City Attorney to the Memorandum of Understanding for the Multi-Jurisdictional Composting Education Program; and

2. Adopt resolution amending the FY2025-26 Budget to appropriate an additional $116,893 to the City’s Countywide Solid Waste Program (Fund 246).

4. APPROVE THE AUGUST 20, 2025 AND AUGUST 27, 2025 CITY COUNCIL

MEETING MINUTES
Recommendation:

Approve the August 20, 2025 and August 27, 2025 City Council Meeting Minutes.

5. AWARD EAGLE VIEW WELL #1 DEVELOPMENT PROJECT CONTRACT TO ZIM INDUSTRIES, INC. IN THE AMOUNT OF $797,364
Recommendation:

1. Approve the Eagle View Well #1 Development Project plans and specifications;

2. Award contract to Zim Industries, Inc. for the Eagle View Well #1 Development Project in the amount of $797,364; and

3. Authorize expenditures of construction contingency not to exceed $79,736.

PUBLIC HEARINGS

6. ZA2024-0001/EA2024-0009: DEWITT-WEST HILLS CHURCH: REQUEST FOR A PLANNED DEVELOPMENT WITH MASTER PLAN OF A 5.75-ACRE

PARCEL FOR THE REMODEL AND EXPANSION OF AN EXISTING
RELIGIOUS FACILITY. THE PLAN INCLUDES DEMOLITION OF THE

TEMPORARY CLASSROOM FACILITIES AND THE CONSTRUCTION OF

PERMANENT CLASSROOM FACILITIES, AND THE REMODEL AND

September 3, 2025
6 EXPANSION OF THE EXISTING SANCTUARY WITH ASSOCIATED SITE

IMPROVEMENTS
Recommendation:

1. Open/Close the public hearing;

2. Adopt a Resolution approving a Negative Declaration for the West Hills Community Church Planned Development with Master Plan;

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

4. Introduce the ordinance.

OTHER BUSINESS

7. APPOINT VOTING DELEGATES FOR THE 2025 CALCITIES (LEAGUE)

ANNUAL CONFERENCE
Recommendation:

1. Appoint a voting delegate and up to two alternate voting delegates to the CalCities Annual Conference; and

2. Direct staff to complete and forward the voting delegate form to CalCities.

8. PROVIDE DIRECTION TO STAFF ON PROPOSED FUTURE COUNCIL

INITIATED AGENDA ITEM
Recommendation:

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

Implement regulations to address the growing presence of pop-up and street vendors in the City.

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.

ADJOURNMENT

September 3, 2025
7 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].

September 3, 2025
8

1 CITY COUNCIL STAFF REPORT
MEETING DATE: September 3, 2025
PREPARED BY:

Jennifer Ponce, OES Coordinator
APPROVED BY: City Manager

APPROVE AGREEMENT WITH THE COUNTY OF SANTA CLARA FOR
THE 2024 EMERGENCY MANAGEMENT PERFORMANCE GRANT
(EMPG) FUNDS

RECOMMENDATION(S)

1. Authorize the City Manager to execute and administer the Agreement with the County of Santa Clara for the 2024 Emergency Management Performance Grant; and

2. Adopt resolution amending the Fiscal Year 2025-26 Budget to recognize revenue and appropriate related expenditures, in the amount of $13,250 from the General Fund.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety
2024-2025 Strategic Priorities
Fiscal Sustainability
Guiding Documents
Public Safety Master Plan
REPORT NARRATIVE:

The Emergency Management Performance Grant (EMPG) is awarded by the United States Department of Homeland Security to the California Governor’s Office of Emergency Services (Cal OES). Cal OES has awarded the County of Santa Clara a 2024 EMPG grant, $452,624, to sustain and improve emergency management programs.

The Santa Clara County Emergency Operational Area Council (OAC) serves as the advisory body for the Santa Clara County Operational Area in matters related to disaster preparedness throughout the county. The OAC leads efforts to enhance planning and preparedness for large-scale emergencies in the Santa Clara County Operational Area, to include making recommendations on the allocation of these grant

1 funds. OAC allocated $13,250 to the City of Morgan Hill.

The City of Morgan Hill will be allowed to spend the funding on Emergency Management Training, Emergency Operations Center (EOC) Technology, and provide Community Emergency Response Team (CERT) Operational Area Training. The agreement takes effect on July 1, 2024, the beginning of the Cal OES budget period, and remains in force through June 30, 2026. The County was late in forwarding the agreement due to uncertainty regarding federal funding. The City's performance period, during which the funds must be spent, expires on March 31, 2026.

COMMUNITY ENGAGEMENT:

Inform
This staff report serves to inform the community of the City’s grant award and subsequent expenditures and activities associated with the grant funds.

ALTERNATIVE ACTIONS:

An alternative action by the Council is to decline the grant funds and forgo the training and equipment or to use funds from the City's general fund budget.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

No previous actions have been taken on this grant.

FISCAL AND RESOURCE IMPACT:

The City of Morgan Hill will use the grant funds to implement Emergency Management training, Emergency Operations Center Technology, and Community Emergency Response Team (CERT) Operational Area Training.

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.

AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND

THE CITY OF MORGAN HILL GRANTING PROGRAM FUNDS FOR THE
2024 EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG1)
THIS AGREEMENT is made effective July 1, 2024, by and between the County of Santa Clara (“County”) and the City of Morgan Hill (“City”) for the allocation and distribution of 2024 Emergency Management Performance Grant (“EMPG”) funds.

RECITALS
WHEREAS, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, the Towns of Los Gatos and Los Altos Hills, and the County of Santa Clara are parties to the 1994 Operational Area Interim Agreement; and
WHEREAS, the Santa Clara County Emergency Operational Area Council (“EOAC”) is the advisory body of the Santa Clara Operational Area in matters affecting disaster preparedness throughout the Operational Area. EOAC membership includes five city council members representing cities in the Operational Area as well as representatives of the Santa Clara Valley Water District, Office of the County Executive, County Board of Supervisors, City Managers’ Association, Police Chiefs’ Association, Fire Chiefs’ Association, County Public Health Department, County Social Services Agency, County Emergency Medical Services Agency, Santa Clara Valley Transportation Authority, and emergency management representatives; and
WHEREAS, the County Emergency Management Ordinance establishes the EOAC and endows the EOAC with authority to enhance planning and preparedness for large-scale emergencies in the Santa Clara Operational Area, including making funding allocation recommendations for EMPG funding awarded by the United States Department of Homeland Security to the California Governor’s Office of Emergency Services (“Cal OES”), and subsequently sub-awarded to County; and WHEREAS, Cal OES has awarded County 2024 EMPG funding in the amount of $452,624 for the purpose of sustaining and improving comprehensive emergency management programs; NOW, THEREFORE, this AGREEMENT is to allocate the sum of $13,250 from County to City, so that City may implement the “Emergency Management Training”, “EOC Technology” and “CERT Operational Area Training” projects as provided under this Agreement and specified in the EMPG Grant Certifications and Assurances, Exhibits B, C & D. The performance period for County for this grant expires on June 30, 2026. The performance period for City for the subgrant expires on March 31, 2026.

County and City agree as follows:

THE AGREEMENT
Article I. Definitions

1. Specific Terms
(a) “Burdened Labor Rate” shall mean the labor rate including benefits, taxes and other 1 2021 Homeland Security Grants, version 1

deductions from an employee’s paycheck. This rate does not include vacation benefits. The hourly burdened labor rate is used to calculate City’s match obligation. (b) “City” shall mean the City of Morgan Hill, its officers, board members, employees, and agents.
(c) “County” shall mean the County of Santa Clara, its officers, board members, employees, and agents.
(d) “EMPG funds” or “EMPG funding” shall mean the funding City receives under this Agreement.
(e) “Emergency Operations Center” or “EOC” shall mean the physical location at which the coordination of information and resources to support incident management (on-scene operations) activities normally takes place.
(f) “Federal Program Guidance” shall mean guidance documents issued by the Federal Emergency Management Agency, including the EMPG Program Funding Opportunity Announcement, for Fiscal Year 2024.
(g) “Grant Certifications and Assurances” shall mean the FY24 “Standard Assurance For Cal OES Federal Non-Disaster Grant Programs” (EXHIBIT B), “Certification Regarding Lobbying” (EXHIBIT C), and “Federal Funding Accounting and Transparency Act (FFATA) Financial Disclosure” (EXHIBIT D).
(h) “Highly Compensated Individual” shall mean an individual whose income is $300,000 or more per year.
(i) “Prime Recipient” shall refer to County.
(j) “Project Manager” shall refer to the City employee identified as “Requestor” on an EMPG Project Proposal form.
(k) “Spend Plan” shall mean a written document that explains the project on which City intends to spend 2024 EMPG funding, including project deliverables and milestone dates by which any funds allocated to City must be spent.
(l) “State Guidance” shall mean the California Supplement to the Federal Notice of Funding Opportunity Announcement, issued by Cal OES for Fiscal Year 2024 for Emergency Management Performance Grants.
(m) “Subgrant” shall mean funds awarded to the City under this Agreement. (n) “Sub-Recipient” shall refer to City.

2. References to This Agreement
Any reference to this Agreement shall include: (a) the Agreement; (b) all exhibits, appendices, schedules, and attachments to this Agreement; (c) all statutes, ordinances, regulations, rules, or other

documents incorporated by reference into this Agreement; (d) all amendments, modifications, or supplements to this Agreement.

Article II. Allocation and Spend Plans

1. Allocation.

The 2024 EMPG funds shall be disbursed pursuant to the County’s FY 2024 EMPG Grant application for each City. County shall reimburse to City funds that City expends under the 2024 EMPG program for eligible expenditures. The amount for City shall not exceed $13,250 unless additional funds become available under the 2024 EMPG program following the execution of this Agreement. If additional funds are allocated, an amendment to this Agreement shall follow.

City acknowledges and agrees that County shall have no obligation to disburse EMPG funds to City until County and City have fully and finally executed this Agreement.

City acknowledges and agrees that County shall have no obligation to disburse EMPG funds to City unless and until the State of California has approved $452,624. in FY 2024 EMPG funding.

2. Spend Plans
Upon execution of this agreement, City shall provide County with Spend Plans for review by County’s Office of Emergency Management (“OEM”) Director or designee. All Spend Plans must be approved by County’s OEM Director or designee based on projects County has submitted to the State for the 2024 EMPG program. If County’s OEM Director does not approve City’s Spend Plan, County OEM shall notify City, and City shall have 10 days from the date of the notice to submit a revised Spend Plan to County OEM for approval or risk reallocation of funds. City’s Spend Plans are a required part of this MOU.

Article III. Requests for Reimbursement and Reimbursements

1. Required Documentation for Reimbursement
The EMPG is a reimbursement grant under which Cal OES disburses reimbursement funds to County, and County disburses reimbursement funds to City. No cash advances are permitted under the EMPG program.

The EMPG is a matching funds grant that requires City to provide a dollar-for-dollar match for any EMPG funds it receives. All invoices/ requests for reimbursement from City must include appropriate documentation such as receipts or payment records as well as other documentation required under Federal or State grant program requirements (see Article III). (a) Requests for Equipment
City is solely responsible for procuring any equipment under this Agreement in accordance with the most current applicable Federal requirements for procuring grant-funded equipment; and, if more restrictive, applicable City procurement policies and requirements.

Prior to purchasing any equipment under this Agreement, when required, City must submit an

Environmental and Historic Preservation (EHP) Screening form and receive written approval from FEMA.

The following documentation must be provided along with any reimbursement requests for equipment:
• Quote or solicitation documents
• Summary of pricing and chosen vendor
• Documentation that vendor is not on the excluded parties list (https://sam.gov/) a printout of the search result page will suffice) • Purchase order and/or contract
• Receiving documentation/packing slip
• Invoice
• Proof of payment
All equipment must be indicated in the Spend Plan City submits to County, and must be authorized per the web-based Authorized Equipment List published by FEMA and available via:
https://www.fema.gov/authorized-equipment-list.
(b) Subcontracts
Subcontracts totaling $25,000 or more require preapproval from County. If City is allowed to award subcontracts totaling $25,000 or more, it must report on any such subcontracts and on Highly Compensated Individuals on the Financial Disclosure Form, Exhibit D, within 30 days of the award. The following information must be included in City’s report on any sub-award exceeding $25,000:
• Name of entity receiving award;
• Amount of award;
• Funding agency;
• Catalog of Federal Domestic Assistance program number; • Award title (descriptive of the purpose of the funding action); • Location of the receiving entity and primary location of performance including city, state, and federal Congressional district;
• Federally issued “Unique Entity ID” of the receiving entity, and of its parent if applicable; and
• Total compensation and names of receiving entity’s five most highly compensated executives if:
o In the preceding fiscal year, the subcontractor received 80 percent or more, and $25,000,000 or more, of its gross annual revenue from federal procurement contracts or subcontracts or from federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. § 170.230; and o The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a), 78o(d), or under section 6104 of the Internal Revenue Code of 1986.
o City must report subcontractor executive compensation by the end of the month following the month in which it makes the subaward. For example, if the subaward is obligated in any date in April 2024, City must report any required compensation information by May 31, 2024.

Classified information that, in the interest of national security, requires protection against unauthorized disclosure (i.e., information deemed Top Secret, Secret, or Confidential under Executive Order 12958) is exempt from the Prime and Sub-Recipient reporting requirements, as are contracts with individuals.
(c) Sole Source Contracts
Sole source contracts of $250,000 or more are not allowable under the EMPG program unless first approved by Cal OES. City must obtain sole source request documentation and submit it to the Grants Manager of County’s OEM. Upon City’s completion and submission of the required sole source documentation, County’s Grants Manager shall forward all sole source documents to the appropriate Cal OES contact for review and approval. Only after Cal OES approval is given can a sole source procurement be completed and expenditures reimbursed using EMPG allocated funds. All sole source procurements must follow the most current applicable Federal procurement requirements for grants and, if more restrictive, City’s own procurement policies. (d) Grant Funded Personnel
EMPG grant-funded personnel are any personnel paid at any percentage with EMPG funding.

This includes M&A staff funded by EMPG Program funds. All EMPG Program funded personnel shall complete the training requirements in Article IV, Section 2 (c) by December 31, 2025.

Recorded proof of completion, such as all certificates of completion, must be submitted by the City to County (OEM) before any reimbursements to the City will be made. In any case, proof of completion must be provided by December 31, 2025.

Documentation of participation in exercises is also required by the grant and progress towards meeting this requirement must be reported to the grant manager at least quarterly.

Time reporting requirements: To receive payments for personnel costs, City must submit time and payroll documentation that meets Federal Grant, State Grant (Cal OES) and County reporting requirements.
(e) Other Requests
The following documentation is required for all reimbursement requests for contractors:
• Quote or solicitation documents
• Executive summary of how contractor was chosen
• Documentation that vendor is not on the excluded parties list (https://www.sam.gov/) (a print-out of the search result page will suffice)
• Purchase order and/or contract
• Invoice showing deliverables and milestones completed • Proof of payment
• Financial Disclosure Form (Exhibit D) if awarded contract exceeds $25,000

2. Submission of Requests for Reimbursement
(a) City shall submit reimbursement requests to County’s OEM on a quarterly basis, as detailed in the chart below. Unless pre-approved by County’s OEM Director or designee, all reimbursement requests shall be due fifteen calendar days after the end of the quarter, with the exception of the final expenditure and/or invoice, as indicated below. Any expenditure during the final period identified in the chart below shall be made by March 15, 2026, and any related invoice shall be submitted by March 31, 2026, unless otherwise pre-approved by County’s OEM Director or designee, in order to meet 2024 EMPG deadlines.

Reimbursement requests shall be due for expenditures during specified periods as follows:

For Expenditures During the Period: Due Dates for Reimbursement Requests:

July 1, 2024 through December 31, 2024 January 20, 2025 January 1, 2025 through June 30, 2025 July 18, 2025
July 1, 2025 through December 31, 2025 January 20, 2026 January 1, 2026 through March 15, 2026 March 31, 2026
(b) During the term of this Agreement, County is not obligated to honor any request for reimbursement that is submitted after the due dates for reimbursement requests for expenditures within a given quarter as specified above in Article II, Section 2(a). (c) All grant funds not claimed by City via a proper reimbursement request, which includes all required documentation, by April 15, 2026 will be forfeited. County may then determine how to spend those funds in accordance with grant requirements.

Article IV. Use of Funds

1. Master Grant Obligations
(a) City shall comply with the EMPG Federal Program Guidance, the State Guidance, and the Grant Certifications and Assurances, attached as Exhibits B, C & D. City shall require any subgrantee, contractor, or other entity receiving EMPG funds through or from City to execute a copy of the Grant Certifications and Assurances, and shall be responsible for ensuring that subgrantee, contractor, or other entity complies with the Grant Certifications and Assurances.
(b) City shall ensure its Project Manager attends a grant kickoff meeting with County OEM staff.

Additionally, City shall ensure its Project Manager is available to meet with County OEM staff upon request during the period of this agreement to report on progress on each project funded under this Agreement.
(c) City shall comply with all other applicable statutes, regulations, executive orders, requirements, policies, guides, guidelines, information bulletins, Cal OES grant management memos, and instructions; the terms and conditions of the grant award; the approved Spend Plans; and any other conditions imposed by Cal OES or by this Agreement, provided that if any provisions of this Agreement conflict with any State requirements, the State requirements will control. City shall ensure that any subgrantee, contractor, or other entity receiving EMPG funds through or from City complies with all applicable statutes,

regulations, executive orders, requirements, policies, guides, guidelines, information bulletins, Cal OES grant management memos, and instructions; the terms and conditions of the grant award; the approved Spend Plans; and any other conditions imposed by Cal OES or by this Agreement.
(d) By executing this Agreement, City certifies that it is not debarred, suspended, or otherwise ineligible to receive EMPG funds. In addition, City shall ensure and independently verify that any subgrantee, contractor, or other entity receiving EMPG funds through or from City is not debarred, suspended, or otherwise excluded from participation in the EMPG program.

City shall maintain documentary proof of this verification in its files.

2. Scope of Services
(a) City shall use the funds granted under this Agreement only for the purpose of implementing applicable initiatives under the 2024 EMPG program, as indicated in Exhibit E, Project Narrative(s). City shall not use the funds granted under this Agreement for any other purpose.

County shall not be required to disburse funds to or otherwise pay City for services, materials, equipment, or supplies provided by City that are beyond the scope of the services, materials, equipment, or supplies agreed upon in this Agreement or a lawfully executed written amendment.

Indirect costs are allowable under the FY24 EMPG grant. Allowability of Indirect costs does not increase the total amount of the State, Operational Area or other sub-recipient (i.e. jurisdictions) grant awards. Claims for indirect costs therefore necessarily decrease the federal funds available to pay for direct project costs. Subawards are based on the direct cost of approved projects. Sub-recipients wishing to claim indirect costs must use an indirect cost rate in compliance with the most current applicable Federal guidance and regulations including 2 C.F.R. § 200.68 and Subpart E.
(b) All EMPG grant-funded personnel (e.g. an Emergency Preparedness Planner employed by the City under this grant) shall participate in no less than two exercises in a 12-month period. These exercises must align to an identified priority area. EMPG grant-funded personnel are any personnel paid at any percentage with EMPG funding. This includes contracted personnel, as well as M&A staff funded by EMPG grant funds. There is no specific requirement for level of “participation” in the exercises – i.e., observation and attendance satisfies the objective. The exercises can be of any type (e.g., Drills, Tabletop Exercises, or Functional) within the performance period (see https://hseep.dhs.gov).

Participation in exercises by grant funded staff must be reported quarterly to ensure adequate progress is being made toward meeting this requirement. (c) To ensure the development of a professional emergency management workforce, all EMPG grant-funded personnel shall complete the following 11 training requirements and shall record proof of completion:
• National Incident Management System (NIMS) Training:
i. IS 100 Introduction to Incident Command System
ii. IS 200 ICS for Single Resources and Initial Action Incident iii. IS 700 National Incident Management System, An Introduction iv. IS 800 National Response Framework, An Introduction

• FEMA Professional Development Series:
v. IS 120.c Introduction to Exercises
vi. IS 230.e Fundamentals of Emergency Management
vii. IS 235.c Emergency Planning
viii. IS 240.c Leadership and Influence
ix. IS 241.c Decision Making and Problem Solving
x. IS 242.c Effective Communication
xi. IS 244.b Developing and Managing Volunteers
The aforementioned courses are all available for free on-line at the following links:
http://training.fema.gov/IS/NIMS.aspx & http://training.fema.gov/emiweb/PDS/ Note: The “G” course series and classroom-based equivalents can be used as an alternate to satisfy these training requirements. Past completion of the above courses (or qualifying equivalent) may be considered acceptable in meeting this requirement.

Article V. Term and Termination

1. Term of Agreement
This Agreement is effective from July 1, 2024 through June 30, 2026—the FY 2024 EMPG performance period established by Cal OES for the County.

2. Availability of Funds
(a) The parties acknowledge and agree that this Agreement is dependent upon the availability of County, regional, State and/or federal funding.
(b) Budgetary Contingency: This Agreement is contingent upon the appropriation of sufficient funding by County for the products and services covered by this Agreement. If funding is reduced or eliminated by County for the products or services covered by this Agreement, County has the option to either terminate this Agreement with no liability occurring to County or to offer an amendment to this Agreement indicating the reduced amount. (c) The obligations of County to make payments in accordance with the provisions of this Agreement may be delayed, reduced or terminated as a result of any delay, reduction, or change in allocation or allotment in funding to County from federal, State or other regional funding sources.

3. Termination
(a) Termination for Convenience. County shall have the option, in its sole discretion, to terminate this Agreement at any time without cause upon written notice to City. The written notice shall specify the date on which termination shall become effective, which shall be no less than seven (7) days from the date of the notice. (b) Termination for Cause. Either party may terminate this Agreement for cause upon written notice to the other party. The written notice shall specify the date on which termination

shall become effective, which shall be no less than thirty (30) days from the date of the notice. Termination for cause includes, but is not limited to, a material breach of this Agreement, a violation of any applicable laws, or failure to comply with applicable EMPG guidelines.
(c) Opportunity to Cure. In the event of termination for material breach of this Agreement, the non-breaching party shall give written notice of the breach to the breaching party, specifying the breach/cause. The breaching party shall not be deemed in default and the non-breaching party shall not institute proceedings or exercise any remedies against the breaching party unless the breach has not been cured, corrected or remedied within thirty (30) days after the breaching party’s receipt of the notice of breach, or within such longer period as may be reasonably required to cure, correct or remedy the breach, provided the breaching party has commenced its cure, correction or remedy within the thirty (30) day period and diligently and continuously pursues that cure, correction or remedy. (d) If this Agreement is terminated, City shall return EMPG funding in accordance with EMPG program guidelines.

Article VI. Indemnification and Liabilities

1. Indemnification by City
In lieu of and notwithstanding the pro rata risk allocation that might otherwise be imposed between the parties under Government Code section 895.6, County and City agree instead that under Government Code section 895.4, City shall fully indemnify and hold County, its officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of City, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to City under this Agreement. This indemnity shall include, without limitation, reasonable attorneys’ fees, consultants and experts and related costs, and County’s cost of investigating any claim.

2. Duty to Defend
City acknowledges and agrees that its obligation to defend County under Article V.1: (a) is an immediate obligation, independent of its other obligations under this Agreement; and (b) applies to any claim, expense, cost, damage, or liability falling within the scope of Article V.1, regardless of whether the allegations made in connection with that claim, expense, cost, damage, or liability may be groundless, false, or fraudulent. County shall provide City with prompt notice of any claim, expense, cost, damage, or liability under Article V.1 and City shall have the right to defend, settle, or compromise that claim, expense, cost, damage, or liability, provided, however, that County shall have the right to retain its own counsel at City’s expense if representation of County by counsel retained by City would result in a conflict of interest, and that City shall obtain County’s prior written consent to settle or compromise if City contends that County shares in any liability. County’s failure to notify City promptly of any claim, expense, cost, damage, or liability shall not relieve City of liability to County under Article V.1 unless that failure materially impairs City’s ability to defend against the claim, expense, cost, damage, or liability.

3. Limitation on Liability
County, its officers, board members, employees, and agents shall not be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of City, its officers, board members, employees, or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to City under this Agreement.

County’s obligations under this Agreement shall be limited to the aggregate amount of EMPG funds actually disbursed. Notwithstanding any other provision in this Agreement or any other document or communication between County and City relating to this Agreement, in no event shall County be liable for any damages arising out of or in connection with this Agreement, the EMPG funds, City’s Spend Plan, or any activities performed in connection with this Agreement.

Article VII. Miscellaneous

1. Notice
All notices required by this Agreement shall be deemed given when provided in writing and delivered personally or deposited in the United States mail, postage prepaid, return receipt requested, addressed to the other party at the address set forth below or at such other address as the party may designate in writing:

To City:

Jennifer Ponce, Emergency Services Coordinator
Morgan Hill Police Department
16200 Vineyard Blvd
Morgan Hill, CA 95037
To County:

Sandi Woods
EMPG Grant Manager
County of Santa Clara Office of Emergency Management
55 W. Younger Ave., Suite 450
San José, CA 95110

2. Compliance with all Laws, Including Nondiscrimination, Equal Opportunity, and Wage Theft Prevention
(a) Compliance with All Laws: City shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the nondiscrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below. (b) Compliance with Non-Discrimination and Equal Opportunity Laws: City shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963;

California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, City shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall City discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
(c) Compliance with Wage and Hour Laws: City shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws.
(d) Definitions: For purposes of this Subsection, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality of Assurance. (e) Prior Judgment, Decisions or Orders against City: By signing this Agreement, City affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that City violated an applicable wage and hour law or pay equity law. City further affirms that is has satisfied and complied with – or has reached Agreement with the County regarding the manner in which it will satisfy – any such final judgments. (f) Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, City receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then City shall promptly satisfy and comply with any such Final Judgment. City shall inform the Office of the County ExecutiveOffice of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. City shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding

Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
(g) Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to City’s records, City shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County’s request, City shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during City’s normal business hours upon no less than 10 business days’ advance notice.
(h) Pay Equity Notification: City shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to City for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of City’s Employees and Job Applicants. (i) Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions:

1. Suspend or terminate any or all parts of this Agreement.

2. Withhold payment to City until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law.

3. Offer City an opportunity to cure the breach.
(j) Subcontractors: City shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.

3. County No-Smoking Policy
City and its employees, agents and subcontractors shall comply with County’s No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County-owned buildings and leased buildings where County is the sole occupant, and (3) in all County vehicles.

4. Food and Beverage Standards
Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by City with County funds for County-sponsored meetings or events.

If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low-fat and low-calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, City shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high-calorie desserts; (3) attempt to accommodate special dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the City should consider providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

If beverages are to be provided, beverages that meet the County’s nutritional criteria are: (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, for which sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored reduced fat (either nonfat or 1% low-fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8-ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8-ounce serving. Sugar-sweetened beverages shall not be provided.

5. Governing Law, Venue
This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement shall be in the County of Santa Clara.

6. Assignment
No assignment of this Agreement or of the rights and obligations hereunder shall be valid without the prior written consent of the other party.

7. Entire Agreement
This Agreement and its Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.

8. Amendments
This Agreement may only be amended by a written instrument signed by the Parties.

9. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an

original, but all of which together shall constitute one and the same instrument.

10. Contract Execution
Unless otherwise prohibited by law or County 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 County.

11. Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

12. 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. Any waiver granted by a party shall be in writing and shall apply to the specific instance expressly stated.

13. Conflicts of Interest; Political Reform Act
City shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, 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.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County. In accepting this Agreement, City covenants that is presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of services under this Agreement. City is responsible for assuring compliance of its subcontractors, if any, with the requirements of this provision.

Contractor will comply, and will ensure that its agents (as that term is defined under California Government Code section 84308(h)) and its subcontractors identified in Contractor’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving certain contracts to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $500 that the party or their agent has made within the prior 12 months to a member of the County’s Board of Supervisors or any Other Elected County Officer (“Elected County Officer”), and (2) prohibit a party to a proceeding involving a covered contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $500 to any Elected County Officer during the proceeding and for 12 months following the final decision in the

proceeding, as well as prohibit an agent of the party from making a contribution in any amount to any Elected County Officer during the same time periods. Contractor agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at https://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is of the type subject to the Levine Act and is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form:

Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement.

14. Contracting Principles
All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, the City and all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representatives of the City, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules.

15. California Public Records Act
County and City are public agencies subject to the disclosure requirements of the California Public Records Act (“CPRA”). If either County’s or City’s proprietary information is contained in documents or information submitted to the other party, and the submitting party claims that such information falls within one or more CPRA exemptions, the submitting party must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information.

In the event of a request for such information, the receiving party will make best efforts to provide notice to the submitting party prior to such disclosure. If the submitting party contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the receiving party is required to respond to the CPRA request. If the submitting party fails to obtain such remedy within the time the receiving party is required to respond to the CPRA request, the receiving party may disclose the requested information.

16. Third Party Beneficiaries
This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties.

17. COVID-19 Requirements
City shall comply with all County requirements in effect relating to COVID-19 for persons who routinely perform services for County onsite and share airspace with or proximity to other people at a County facility as part of their services for County as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference.

City shall comply with all reasonable requests by County for documentation demonstrating City’s compliance with this Section.

18. Survival
All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to survey this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to the California Public Records Act; (3) relating to County Data; and (4) relating to City’s obligations upon termination or expiration of this Agreement.

19. Prohibition on Contracting for Covered Telecommunications Equipment or Services (a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy #405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services.
(b) Prohibitions.

1. Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. §200.216 prohibit the head of an executive agency on or after Aug. 13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

2. Unless an exception in paragraph (c) of this clause applies, City and any contractor and/or subcontractor may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:
a. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;
c. Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or d. Provide, as part of its performance of this contract, subcontract or other contractual instrument, any equipment, system or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c) Exceptions.

1. This clause does not prohibit City or its contractors or subcontractors from providing— a. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

2. By necessary implication and regulation, the prohibitions also do not apply to:
a. Covered telecommunications equipment or services that:
i. Are not used as a substantial or essential component of any system; and

ii. Are not used as critical technology of any system.
b. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.
(d) Reporting requirement.

1. In the event the City or its contractor or subcontractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or City or its contractor or subcontractor is notified of such by a subcontractor at any tier or by any other source, City shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

2. City shall report the following information pursuant to paragraph (d)1 of this clause:
a. Within one business day for the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.
b. Within 10 business days of submitting the information in paragraph (d)2a of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts.

City shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments.

20. Domestic Preferences for Procurement
a. As appropriate and to the extent consistent with law, City should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all contracts and purchase orders for work or products under this agreement.
b. For purposes of this section:
i. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
ii. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymerbased products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

21. Certified Resolution of Signature Authority
Upon request of County, City shall deliver to County a copy of the resolution(s) authorizing execution, delivery and performance of this Agreement, certified as true, accurate and complete by the appropriate authorized representative of City.

Signed:

COUNTY OF SANTA CLARA CITY OF MORGAN HILL
By
James R. Williams Date Christina Turner Date
County Executive City Manager
Approved as to Form and Legality: Approved as to Form:

Kavita Narayan
Chief Assistant County Counsel
Date Donald Larkin Date
City Attorney
Enclosures
Exhibit A Santa Clara County EMPG Notification of Subrecipient Application Approval Exhibit B Standard Assurances for Cal OES Federal Non-Disaster Preparedness Grant Programs
Exhibit C Program Standard Assurances Addendum
Exhibit D Federal Funding Accounting and Transparency Act (FFATA) Financial Disclosure
Exhibit E Project Narrative(s)
Exhibit F Functional Timesheet Sample

RESOLUTION NO. 25-_____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF MORGAN HILL APPROVING AN AMENDMENT TO
THE CITY’S FISCAL YEAR 2025-2026 ANNUAL BUDGET
IN THE GENERAL FUND (FUND NO. 010) TO
APPROPRIATE $13,250 THEREFORE
WHEREAS, the City of Morgan Hill, a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (“City”), is authorized to enter into contracts and agreements for the benefit of the City; and WHEREAS, the reasons supporting this Resolution are set forth in detail in that certain City Council Staff Report entitled “APPROVE AGREEMENT WITH THE COUNTY OF SANTA CLARA FOR THE 2024 EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG) FUNDS” submitted for City Council consideration at its meeting of September 3, 2025, submitted to the City Council by the City Manager (the “Staff Report”), the contents of which Staff Report are incorporated herein by this reference; and WHEREAS, recommended amendments are needed and proposed to the City’s previously adopted Annual Budgets for Fiscal Years 2024-2025 and 2025-2026 as set forth on Exhibit A to this Resolution, to appropriate the requisite funds to implement the actions authorized by this Resolution; and
WHEREAS, the consideration by City Council of the adoption of this Resolution has been duly noticed pursuant to applicable laws and has been placed upon the City Council Meeting Agenda on the date set forth in the Staff Report, or to such date that the City Council may have continued or deferred consideration of this Resolution, and on such date the City Council conducted a duly noticed public meeting at which the City Council provided members of the public an opportunity to comment and be heard and considered any and all testimony and other evidence provided in connection with the adoption of this Resolution; and WHEREAS, the City Council determines that adoption of this Resolution is in the public interest.

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

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

Section 2. Approval and Authorization. The City Council does further resolve, order and/or direct as follows:
a. That the City’s previously adopted Fiscal Years 2024-2025 and 2025-2026 Budgets, as the same has been amended to date, are hereby further amended in

City of Morgan Hill
Resolution No. 25-_____

accordance with and as reflected on Exhibit A attached hereto and incorporated herein by this reference; and
b. That the City Clerk is hereby authorized and directed to forward a copy of this Resolution to the City’s Finance Director, who is hereby authorized and directed to take all actions necessary to implement the terms of this Resolution pertaining to the Fiscal Years 2024-2025 and 2025-2026 Budgets of the City or Morgan Hill.

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

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Morgan Hill at its meeting held on this 3rd day of September 2025 by the following vote:

AYES: COUNCIL MEMBERS: None
NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
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. 25-_____ adopted by the City Council at the meeting held on the 3rd day of September 2025.

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

DATE: _____________________ ___________________________________ MICHELLE BIGELOW, City Clerk

City of Morgan Hill
Resolution No. 25-_____

EXHIBIT A

AGENDA BUDGET SCORECARD
FISCAL YEAR 2025-2026
ADJUSTMENT # 004
FUND: 010 General Fund
DEPARTMENT: 10 General Government
20 Public Safety
3230 Emergency Services
OBJECT: 42299 OTHER EXPENSE
AGENDA DATE: 09/03/25
AGENDA ITEM TITLE:
07/01/25 06/30/26

UNAUDITED PROJECTED

BEGINNING AMENDED ENDING

FUND ESTIMATED APPROPRI- FUND

BALANCE REVENUES ATIONS BALANCE
ORIGINAL BUDGET 24,393,846 57,630,517 63,753,936 18,270,427

CUMULATIVE REVISIONS PRIOR - - - -

TO RECOMMENDED ACTION
RECOMMENDED ACTION 13,250 13,250 -
RESULT OF RECOMMENDED ACTION 24,393,846 57,643,767 63,767,186 18,270,427 Emergency Management Grant (EMPG)

2 CITY COUNCIL STAFF REPORT
MEETING DATE: September 3, 2025
PREPARED BY:

Yat Cho, Senior Project Manager
APPROVED BY: City Manager

APPROVE AMENDMENTS TO ENGINEERING-RELATED

CONSULTANT AGREEMENTS FOR CAPITAL IMPROVEMENT

PROGRAM PROJECT DESIGN, TOPOGRAPHIC SURVEY AND

CONSTRUCTION STAKING SERVICES

RECOMMENDATION(S)
Approve and authorize the City Manager to execute and administer four engineeringrelated consultant amendments:

1. First Amendment to Harris and Associates, Inc. to increase the amount from $519,000 to $919,000;

2. First Amendment to Associated Engineering-Surveying Service, Inc. doing business as Hanna-Brunetti to increase the amount from $144,000 to $544,000;

3. First Amendment to Ruggeri-Jensen-Azar (RJA) to increase the amount from $39,000 to $439,000; and

4. First Amendment to MNS Engineers, Inc. to increase the amount from $39,000 to $439,000.

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

On June 19, 2024, City Council approved six engineering-related consultant agreements for design professionals for on-call engineering plan review and technical support services, and on-call map review and City surveyor services through a Request for Qualification (RFQ) process. Currently, these contracts are being used to support engineering services in the development review process.

2 Over the years, the Engineering division has utilized design consultants for various Capital Improvement Program (CIP) projects. The City has numerous CIP projects planned over the next several years and the use of consultants for the various water, sewer, and storm drain projects is essential to ensure the projects are designed properly and completed as scheduled. City staff are proposing amendments to the contracts to provide enough funding to support Capital Improvement Program needs in addition to supporting the development review process.

Staff recommend the amendments to Harris and Associates, Inc., Associated Engineering-Surveying Service, Inc., Ruggeri-Jensen-Azar (RJA), and MNS Engineering, Inc. as they have conducted work in the City previously and have demonstrated expertise in their field. It is anticipated that these services will take place through Fiscal Year 2026-2027 with an additional two-year term. Additionally, staff recommend City Council approval of additional compensation for each consultant for an extended two-year term. The additional compensation is to cover anticipated work for two more years following the initial three-year term of the agreements. The following is the amendment request:
• First Amendment to Harris and Associates, Inc. to increase the amount from $519,000 to $919,000 plus $200,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $1,119,000. • First Amendment to Associated Engineering-Surveying Service, Inc. doing business as Hanna-Brunetti to increase the amount from $144,000 to $544,000 plus $200,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $744,000.
• First Amendment to Ruggeri-Jensen-Azar (RJA) to increase the amount from $39,000 to $439,000 plus $200,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $639,000. • First Amendment to MNS Engineers, Inc. to increase the amount from $39,000 to $439,000 plus $200,000 additional compensation on an extended two-year term, for a total agreement amount not to exceed $639,000.

COMMUNITY ENGAGEMENT:

Inform
Providing these consultant services is required to support land development engineering review and capital project implementation. Community outreach is coordinated in association with individual projects in those areas. Hiring of the selected consultants was performed using a request for proposals, which included outreach to consultants that perform this type of work to ensure the best available service for the City.

2 ALTERNATIVE ACTIONS:

City Council may limit the approval of these amendments to agreements or direct staff to perform another Request for Qualification for these services.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On June 19, 2024 - City Council Approved Engineering-Related Consultant Agremeents for Design Professionals for On-Call Engineering Plan Review and Technical Suppport Services, and On-Call Map Review and City Surveyor Services.

FISCAL AND RESOURCE IMPACT:

The additional funding for these agreements will be from various Capital Improvement Projects as included in the adopted Capital Improvement Program Budget for Fiscal Year 2025-26. Funds shall only be expended for these consultant agreements when available funds are within the approved budget for future fiscal years.

CEQA (California Environmental Quality Act):

Not a Project
The agreements are not considered projects and any individual projects in the Capital Improvement Program shall be reviewed under CEQA.

1 FIRST AMENDMENT TO AGREEMENT
HARRIS & ASSOCIATES, INC.

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 HARRIS & ASSOCIATES, INC., 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 June 25, 2024, for consultant services for a maximum compensation of Five Hundred Nineteen Thousand Dollars ($519,000.00) (“CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS”). The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS was entered into pursuant to the action of the Morgan Hill City Council taken on June 19, 2024. 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 to reflect the increased total compensation that shall not exceed NINE HUNDRED NINETEEN THOUSAND DOLLARS ($919,000.00).

B. Paragraph 4.1.1. shall be amended to reflect the new additional compensation that shall not exceed Two-Hundred Thousand Dollars ($200,000) during the Extended Term and a combined total maximum compensation amount of One Million One Hundred Nineteen Thousand Dollars ($1,119,000.00).

C. 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 Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8).”
D. Exhibit D shall have all references to “Consultant Agreement” be updated to “Consultant

2 Agreement for Design Professionals”.

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

3. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the Parties, constitute a single binding agreement. ///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
[Signatures on the last Page]

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.

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: HARRIS & ASSOCIATES, INC.

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

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

CONSUL TANT AGREEMENT FOR DESIGN PROFESSIONALS
HARRIS & ASSOCIATES, INC.

THIS AGREEMENT is entered into and becomes effective on 612512024 (Effective
Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and HARRIS & ASSOCIATES, 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
, �. 20�.

2. Term of Agreement. This Agreement shall cover services rendered from July 1, 2024 until June 30, 2027 ("Initial Term") at which time CONSULTANT'S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum of two additional one-year extensions ("Extended Term"). Any such extension shall be in writing and signed by both Parties to this Agreement.

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

4. Compensation. CONSULTANT shall be compensated as follows:

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

The City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSUL TANT during the Extended Term period, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the extended term exceed the amount set forth in Section 4.1.1 below.

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

4.2. Billing. 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.
1 Revised June 2024
EXHIBIT 1

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

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

5.1. Non-Appropriations. Notwithstanding anything contained in this Agreement to the contrary, if insufficient funds are appropriated, or funds are otherwise unavailable in the budget for CITY for any reason whatsoever in any fiscal year, for payments due under this Agreement, CITY will immediately notify 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 acknowledges 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. If such modification results in additional cost to the CONSUL TANT and the CITY requires CONSUL TANT to obtain the additional coverage, the CITY and CONSUL TANT will negotiate the additional cost of the insurance.

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 2 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F amount of such insurance available to CONSULTANT under CONSULTANT'S combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

7.1.2. Automobile Liability. 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 CONSULTANT 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.
3 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

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

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

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

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

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

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

7.2.1.3. "Primary and Non-Contributing" - Insurance shall be endorsed to be primary and non-contributory and will not seek contribution from the City's insurance or 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. 4 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

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 agreement with the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY. A "material change" is a change that results in noncompliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

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

8. Non-Liability of Officials and Employees of the CITY and CONSULTANT. No official or employee of CITY and CONSUL TANT 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. CONSULTANT FURTHER

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED 5 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

WITH - OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE

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

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

CONSUL TANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, 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. CONSUL TANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement.

13. Notices. All notices shall be personally delivered or mailed, via first class mail to the below listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery. 6 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F Address of CONSULTANT is as follows:

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

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

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

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. CONSULTANT shall provide CITY with copies of these items upon demand or upon termination of this Agreement. Any modifications made by the CITY or any agents of the CITY, to any of the CONSULTANT'S work products or any partial use or reuse of these work products without the express written consent of the CONSULTANT will be at the CITY'S sole risk and without liability to the CONSUL TANT.

17. Familiarity with Work. By executing this Agreement, CONSULTANT represents that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all 7 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F 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. CONSULTANT shall not be responsible for delays caused by circumstances beyond its reasonable sole control.

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

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

21. Defense and Indemnification.

21.1. Defense and Indemnification 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 CONSULTANT'S proportionate percentage of fault.

21.2. Defense and Indemnification for Non-Design Professional Services. For all services performed under this agreement not covered by Section 21.1 above, 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 or any of the INDEMNITEES.

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 8 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F 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 CONSULTANT as a result of CONSULTANT'S failure to pay CITY promptly any indemnification arising under this Section (21) and any amount due CITY from 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.

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. Notice of Security and/or Privacy Incident. If CONSUL TANT, 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, CONSUL TANT 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. CONSUL TANT 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, CONSUL TANT 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. CONSUL TANT agrees that it shall reimburse CITY for all expenses, costs, attorneys' fees, and resulting fines, penalties, and damages associated with such incident, breach, investigation and/or notification.

26. Preservation of Agreement. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated. 9 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

27. Binding Agreement. Notwithstanding the provisions of Section 19 above, this Agreement shall bind any and all successors in interest, legal representatives and/or other permitted assignees or transferees of 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.

28. IZI Data Sharing. This Agreement requires access by CONSUL TANT 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.

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

Ill
Ill
Ill
Ill
Ill
Ill
Ill
Ill
Ill
[Signatures on Next Page]
10 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

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

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

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

ATTEST:
��
DocuSigned by:
tyit©lew�1Geputy City Clerk
Michelle Bigelow
Print Name
Date: 6/26/2024
APPROVED AS TO FORM:

IQ:�Idl�i� �jityeAtto�
Donald A. Larkin
Print Name
D 6/24/2024 ate:

CITY OF MORGAN HILL
�;::·tl<vhlY
Christina J. Turner
Print Name
Date: 6/25/2024
Frank S. Lopez, Vice President -
Engineering & Consulting
Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date: 6/11/2024
Date:

Preston Hatch, Executive Vice
President and Chief Financial Officer
Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
6/11/2024
U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx 11 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

EXHIBIT A

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

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

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

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

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

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

6. Other general engineering services as needed.
12 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

EXHIBIT B

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

Engineering Services
Principal-in-Charge/Vice President
Principal-in-Charge/Senior Director
Principal-in-Charge/Director
Senior Project Manager II
Senior Project Manager I
Project Manager Ill
Project Manager II
Project Manager I
Principal Engineer II
Principal Engineer I
Senior Engineer Ill
Senior Engineer II
Senior Engineer I
Engineer IV
Engineer Ill
Engineer II
Engineer I
Technical Support
Administrative
Hourly Rates
S315 $325
$300 $309
S290 $299
S285 S294
$275 S284
S250 S258
S230 $237
S210 S217
$300 $309
S285 S294
S250 $258
S220 S227
S200 $206
S180 S186
S160 $165
S150 S155
$130 S134
S110 S114
S100 $103
$342
S325
S314
S309
$299
S271
S249
S228
$325
$309
S271
S239
S217
S196
S174
S163
S141
S120
$109
Notes: Rates are subject to adjustment
due to promotions during the
effective period of this schedule.

Unless otherwis indicated in the cost
proposal, hourly rates include most
direct costs such as travel, quipment,
computers, communications and
reproduction (except large plan sets).
13 Revised June 2024

DocuSign Envelope ID: OBEAC 181-298E-4BBC-B972-3E8CA836D 11F

EXHIBIT C

SCHEDULE OF PERFORMANCE
CONSULTANT'S services will be on an as needed, on-call basis. 14 Revised June 2024

DocuSign Envelope ID: 0BEAC 181-298E-4BBC-B972-3E8CA836D 11F

EXHIBIT D
Third Party Data Use Agreement

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

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

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

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

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

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

6. In the event of a conflict between the terms and provisions of this Third Party Data Use Agreement and the terms and provisions of the CONSUL TANT AGREEMENT, the terms of the CONSUL TANT AGREEMENT shall govern and control.
1 Updated June 2020

1 FIRST AMENDMENT TO AGREEMENT
ASSOCIATED ENGINEERING-SURVEYING SERVICE, INC.

DBA HANNA-BRUNETTI
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 Associated Engineering-Surveying Service, Inc., a California corporation doing business as HANNA-BRUNETTI ("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 June 25, 2024, for consultant services for a maximum compensation of One Hundred Forty-Four Thousand Dollars ($144,000.00) (“CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS”). The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS was entered into pursuant to the action of the Morgan Hill City Council taken on June 19, 2024. 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 to reflect the increased total compensation that shall not exceed FIVE HUNDRED FORTY-FOUR THOUSAND DOLLARS ($544,000.00).

B. Paragraph 4.1.1. shall be amended to reflect the increased additional compensation that shall not exceed Two-Hundred Thousand Dollars ($200,000) during the Extended Term and a combined total maximum compensation amount of Seven Hundred Forty-Four Thousand Dollars ($744,000).

C. 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 Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8).”

2 D. Exhibit D shall have all references to “Consultant Agreement” be updated to “Consultant Agreement for Design Professionals”.

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

3. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the Parties, constitute a single binding agreement. ///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
[Signatures on the Next Page]

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.

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:

Donald A. Larkin, City Attorney

ASSOCIATED ENGINEERING-SURVEYING
SERVICE, INC.

DBA HANNA-BRUNETTI
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

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

CONSUL TANT AGREEMENT FOR DESIGN PROFESSIONALS

HANNA-BRUNETTI
THIS AGREEMENT is entered into and becomes effective on 612512024 (Effective Date), by
and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Associated Engineering-Surveying Service, Inc., a California corporation doing business as Hanna-Brunetti ("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 19 20 24 ------' __ , -.

2. Term of Agreement. This Agreement shall cover services rendered from July 1, 2024 until June 30, 2027 ("Initial Term") at which time CONSULTANT'S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum of two additional one-year extensions ("Extended Term"). Any such extension shall be in writing and signed by both Parties to this Agreement.

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

4. Compensation. CONSULTANT shall be compensated as follows:

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

The City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSUL TANT during the Extended Term period, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the extended term exceed the amount set forth in Section 4.1.1 below.

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

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.
1 Revised June 2024
EXHIBIT 1

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

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

5.1. Non-Appropriations. Notwithstanding anything contained in this Agreement to the contrary, if insufficient funds are appropriated, or funds are otherwise unavailable in the budget for CITY for any reason whatsoever in any fiscal year, for payments due under this Agreement, CITY will immediately notify 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 2 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

7.1.2. Automobile Liability. CONSUL TANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSUL TANT does not own automobiles, then CONSULTANT shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to 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.
3 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

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

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

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

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

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

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

7.2.1.3. "Primary and Non-Contributing" - Insurance shall be endorsed to be primary and non-contributory and will not seek contribution from the City's insurance or 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. 4 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

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 agreement with the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY. A "material change" is a change that results in noncompliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

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

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

9. Compliance with Law.

9.1. 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 CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER

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

WITH - OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE 5 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

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

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

CONSUL TANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, 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. CONSULTANT 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. 6 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A Address of CONSULTANT is as follows:

Hanna-Brunetti
7651 Eigleberry Street
Gilroy, CA 95020
Address of CITY is as follows:

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

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

14. Licenses, Permits and Fees. 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. CONSULTANT shall provide CITY with copies of these items upon demand or upon termination of this Agreement.

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

Should CONSUL TANT discover any conditions materially differing from those inherent in the work or 7 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A as represented by CITY, it shall immediately inform CITY and shall not proceed, except at CONSULTANT'S risk, until written instructions are received from CITY.

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

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

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

21. Defense and Indemnification.

21.1. Defense and Indemnification 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 CONSULTANT'S proportionate percentage of fault.

21.2. Defense and Indemnification for Non-Design Professional Services. For all services performed under this agreement not covered by Section 21.1 above, 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. 8 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

21.5. Right to Offset. CITY shall have the right to offset against any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT'S failure to pay CITY promptly any indemnification arising under this Section (21) and any amount due CITY from 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.

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. Notice of Security and/or Privacy Incident. If CONSUL TANT, 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, CONSUL TANT 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. CONSUL TANT 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, CONSUL TANT 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. CONSUL TANT agrees that it shall reimburse CITY for all expenses, costs, attorneys' fees, and resulting fines, penalties, and damages associated with such incident, breach, investigation and/or notification.

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

27. Binding Agreement. Notwithstanding the provisions of Section 19 above, this Agreement shall bind any and all successors in interest, legal representatives and/or other permitted assignees or 9 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A 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.

28. IZI Data Sharing. This Agreement requires access by CONSUL TANT to CITY'S Geographic Information System (GIS) DATA for CONSULTANT 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.

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

Ill
Ill
Ill
Ill
Ill
Ill
Ill
Ill
Ill
[Signatures on Next Page]
10 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

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

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

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

ATTEST:
��
DocuSigned by:
tyit©lew�1Geputy City Clerk
Michelle Bigelow
Print Name
Date: 6/26/2024
APPROVED AS TO FORM:
rv:�:t,�i� ��eAtt6�
Donald A. Larkin
Print Name
Date: 6/24/2024
Christina J. Turner
Print Name
Date: 6/25/2024

HANNA-BRUNETTI
��-da--p;w ;�8B68EE4DC
Amanda Musy-Verdel,
Chief Executive Officer and Chief
Financial Officer
Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date: 6/10/2024
11 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

EXHIBIT A

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

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

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

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

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

5. Develop legal descriptions and plat maps, and other survey-related tasks as needed. 12 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

EXHIBIT B

SCHEDULE OF COMPENSATION RATES
CONSULTANT'S services will be billed on a time-and-materials basis according to the Standard Hourly Rates shown below for fiscal years 2024, 2025, and 2026. Any changes to the rate schedule shall be reflected in a written amendment between the Parties.

The ra e.s and fe for a
FIELD

MISCELLANEOUS EXPENSE SCHEDULE
This hourly rare schedule is effecave chrough June 2026 nned subs n o tha be ad"usted ore ct •
d 111· r,a�ona.rv
ed opera • , o !head
13 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

EXHIBIT C

SCHEDULE OF PERFORMANCE
CONSULTANT'S services will be on an as needed, on-call basis. 14 Revised June 2024

DocuSign Envelope ID: 510B8666-D9D8-422C-8E86-C6B55C718E3A

EXHIBIT D
Third Party Data Use Agreement

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

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

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

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

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

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

6. In the event of a conflict between the terms and provisions of this Third Party Data Use Agreement and the terms and provisions of the CONSUL TANT AGREEMENT, the terms of the CONSUL TANT AGREEMENT shall govern and control.
1 Updated June 2020

1 FIRST AMENDMENT TO AGREEMENT

RUGGERI-JENSEN-AZAR
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 RUGGERI-JENSEN-AZAR, a California Corporation ("CONSULTANT" or “RJA”), 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 June 25, 2024, for consultant services for a maximum compensation of Thirty-Nine Thousand Dollars ($39,000.00) (“CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS”). The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS was entered into pursuant to the action of the Morgan Hill City Council taken on June 19, 2024. 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 to reflect the increased total compensation that shall not exceed FOUR HUNDRED THIRTY-NINE THOUSAND DOLLARS ($439,000.00).

B. Paragraph 4.1.1. shall be amended to reflect the increased additional compensation that shall not exceed Two-Hundred Thousand Dollars ($200,000) during the Extended Term and a combined total maximum compensation amount of Six Hundred Thirty Nine Thousand Dollars ($639,000).

C. 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 Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8).”

2 D. Exhibit D shall have all references to “Consultant Agreement” be updated to “Consultant Agreement for Design Professionals”.

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

3. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the Parties, constitute a single binding agreement. ///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
[Signatures on the Next Page]

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.

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: RUGGERI-JENSEN-AZAR
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

1 FIRST AMENDMENT TO AGREEMENT
MNS ENGINEERS, INC.

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 MNS ENGINEERS, INC., 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 June 25, 2024, for consultant services for a maximum compensation of Thirty-Nine Thousand Dollars ($39,000.00) (“CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS”). The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS was entered into pursuant to the action of the Morgan Hill City Council taken on June 19, 2024. 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 to reflect the increased total compensation that shall not exceed FOUR HUNDRED THIRTY-NINE THOUSAND DOLLARS ($439,000.00).

B. Paragraph 4.1.1. shall be amended to reflect the increased additional compensation that shall not exceed Two-Hundred Thousand Dollars ($200,000) during the Extended Term and a combined total maximum compensation amount of Six Hundred Thirty Nine Thousand Dollars ($639,000).

C. 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 Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8).”
D. Exhibit D shall have all references to “Consultant Agreement” be updated to “Consultant Agreement for Design Professionals”.

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

3. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the Parties, constitute a single binding agreement. ///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
[Signatures on the Next Page]

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.

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: MNS ENGINEERS, INC.

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

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

CONSUL TANT AGREEMENT FOR DESIGN PROFESSIONALS
MNS ENGINEERS, INC.

THIS AGREEMENT is entered into and becomes effective on 612512024 (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and MNS ENGINEERS, 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 19 20 24 ------' __ , -.

2. Term of Agreement. This Agreement shall cover services rendered from July 1, 2024 until June 30, 2027 ("Initial Term") at which time CONSULTANT'S services shall be completed. The City Manager is authorized to extend the term of this Agreement for a maximum of two additional one-year extensions ("Extended Term"). Any such extension shall be in writing and signed by both Parties to this Agreement.

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

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $39,000. Total compensation to CONSUL TANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Thirty Nine Thousand dollars, and shall be billed based on the rate and basis set forth in Exhibit B. The City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSUL TANT during that Extended Term period, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the extended term exceed the amount set forth in Section 4.1.1 below.

4.1.1. Additional Compensation. The City Manager shall have the authority to approve additional compensation in an amount not to exceed $29,000 during the Extended Term, for a combined total maximum compensation amount of $68,000.

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.
1 Negotiated June 2024
EXHIBIT 1

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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

5.1. Non-Appropriations. Notwithstanding anything contained in this Agreement to the contrary, if insufficient funds are appropriated, or funds are otherwise unavailable in the budget for CITY for any reason whatsoever in any fiscal year, for payments due under this Agreement, CITY will immediately notify 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 2 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385 combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

7.1.2. Automobile Liability. CONSUL TANT shall maintain Automobile Liability covering all owned, non-owned and hired automobiles (if CONSUL TANT does not own automobiles, then CONSULTANT shall maintain Hired/Non-owned Automobile Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to 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.
3 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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

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

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

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

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

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

7.2.1.3. "Primary and Non-Contributing" - Insurance shall be endorsed to be primary and non-contributory and will not seek contribution from the City's insurance or 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. 4 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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 agreement with the CITY shall be canceled or materially changed except after thirty (30) days' notice by the insurer to CITY. A "material change" is a change that results in noncompliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

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

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

9. Compliance with Law.

9.1. 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 CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER

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

WITH - OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE 5 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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

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

CONSUL TANT and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, 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. CONSULTANT 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. Confidential shall not include information or materials that: (1) were, on the effective date of this Agreement, generally known to the public; (2) become generally known to the public after the effective date of this Agreement other than as a result of the act or omission of CONSUL TANT; (3) were rightfully known to CONSUL TANT prior to receipt from CITY; (4) are or were disclosed by the CITY to a third party generally without restriction on disclosure; or (5) are requested by any court or government agency pursuant to written court order, subpoena, regulation, or process of law.

12. Conflict of Interest and Reporting. CONSUL TANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 6 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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

Address of CONSULTANT is as follows:

MNS ENGINEERS, INC.
2025 Gateway Place, Suite 328
San Jose, CA 9511 O
Address of CITY is as follows:

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

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

14. Licenses, Permits and Fees. 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. Except for CONSULTANT's pre-existing concepts, ideas, materials, data and standard details, 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. Any reuse or modification by CITY of CONSUL TANT's work for any project other than the project for which CONSUL TANT 7 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385 prepared, without CONSUL TANT's prior written consent shall be at the sole risk of CITY and CITY agrees to indemnify and hold harmless CONSUL TANT from all costs, losses, and expenses, including legal fees, incurred as a result of any such use or decision by CITY.

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 which consent shall not be unreasonably withheld. Any attempted assignment not first approved by CITY shall be void and, at CITY'S option, shall terminate this Agreement effective as of the date of such attempted assignment.

20. Attorney Fees. In any legal action, dispute or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its reasonable documented 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 CONSULTANT'S proportionate percentage of fault.

21.2. Defense and Indemnification for Non-Design Professional Services. For all services performed under this agreement not covered by Section 21.1 above, 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"). 8 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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 CONSUL TANT 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.

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. Notice of Security and/or Privacy Incident. If CONSUL TANT, 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, CONSUL TANT 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. CONSUL TANT 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, CONSUL TANT 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. CONSUL TANT agrees that it shall reimburse CITY for all 9 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385 expenses, costs, attorneys' fees, and resulting fines, penalties, and damages associated with such incident, breach, investigation and/or notification.

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

27. Binding Agreement. Notwithstanding the provisions of Section 19 above, this Agreement shall bind any and all successors in interest, legal representatives and/or other permitted assignees or transferees of 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.

28. !XI Data Sharing. This Agreement requires access by CONSUL TANT 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.

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

Ill
Ill
Ill
Ill
Ill
Ill
Ill
[Signatures on Next Page]
10 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

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

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

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

ATTEST:
���
DocuSigned by:
�seJerl#Oeputy City Clerk
Michelle Bigelow
Print Name
Date: 6/26/2024
APPROVED AS TO FORM:
�
DocuSigned by:
c,,,,.tt.;.,. H�
Donald A. Larkin
Print Name
Date: 6/25/2024
Christina J. Turner
Print Name
Date: 6/25/2024
MNS ENGINEERS, INC.
�""'"""" �s��!ls
Jeff Edwards, Vice President
Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date: 6/10/2024
Date:

Wes Mcclendon, Chief Financial
Officer
Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
6/10/2024
11 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

EXHIBIT A

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

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

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

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

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

5. Develop legal descriptions and plat maps, and other survey-related tasks as needed. 12 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

EXHIBIT B

SCHEDULE OF COMPENSATION RATES
CONSULTANT'S services will be billed on a time-and-materials basis according to the Standard Hourly Rates shown below for calendar year 2024. The standard fee rates provided for each classification are subject to 5% annual escalation or the most recent US Bureau of Labor Statistics Consumer Price Index, whichever is higher, for each calendar year.

ENGINEERING
Principal Engineer S305
Lead Engineer 270
Supervising Engineer 255
Senior Project Engineer __ 235
Project Engineer _________ 210
Associate Engineer···-- 190
Ass" nt Engineer ______ 175

SURVEYING
Principal Surveyor S280
Lead Surveyor 270
Supervising Surveyor 230
Senior Project Surveyor __ 210
Pro ct Surveyor _______ 185
Associate Project Surveyor. ________ 175
Ass
·
ant Project Surveyor ___ 160
Party Chief (P 190
Chainperson (P VJ 160
One-Person Survey Crew (P _____ 225

TECHNICAL SUPPORT
CADD anager ___________ S210
Supervising Technician .. 180
Senior Tech ician ··---170
Engineering echnician __ 130

PROJECT/PROGRAM MANAGEMENT
Principal-ln-Charge _____ S340
Senior Project/Program Manager._ .. 325
Project/Program Manager ___ -75
Assistant Projec rogram anager 255
Senior Project Coordinator _______ 195
Project Coordinator ______ 165

CONSTRUCTION MANAGEMENT
Principal Construction anager ___ S335
Senior Construction anager ---·· 290
Senior Resident Engineer ____ 280
Resident Engineer ______ 270
Structure Representative ____ 260
Construction anager ··-· 230
Assistant Resident Engineer. ________ 215
Sr. Construction Inspector (P ·--·· 198
Construction Inspector (PW) ---·-·· 188
0 ce Administrator _____ 135

PLANNING
Planning Director ______ S235
C Planner/Planning anager _____ 220
Principal Planner ______ 205
Senior Planner ________ 190
Ass0<iate Planner·----·-· 160
Assistant Planner -··---·-- 135
Planning Technician 115

ADMINISTRATIVE SUPPORT
Senior anagement Analyst ____ s1g5
anagement Analys�----165
I Technician _____________ 150
Graphics/Visualization Specialist ____ 160
Administrative Assistant _____ 105

GOVERNMENT SERVICES
City Engineer S265
eputy City Engineer 235
Assistant City Engineer 225
p n Check Engineer 185
Perm
· Engineer 175
City Inspector 175
Senior City Inspector (P _______ 198
City Inspector ( 188
Principal Storm vater Specialist _____ 190
Senior Stormwater Specialist .. _____ 180
Stormwater Special" 170
Stormwater Technician 150
Building Offkial 250
Senior Building Inspector 200
Building Inspector 175
Senior Gr ant Writer 190
Grant Writer ···-···-·-180
Associate Grant Writer 160
Assistant Grant V • er 145
as .eU as copies, lueprints, si.ney stakes, mcnwnenls, compute , telephone, ir.l\' ( of area) w
I be cna ed at cost s fifteen petCEfl ( 59-� rate.
ona el.IS for fie on p :eas �' feeler.II o, s:a:e revailin3 e law and .re si&ject each dassr •
are sie, 10 5� u- esca.\a on or " mos1 ecent a-au of La Sta5stics CalS\ll"lle PIICe dex, em loyees w cha,ged at 1.5 X
13 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

EXHIBIT C

SCHEDULE OF PERFORMANCE
CONSULTANT'S services will be on an as needed, on-call basis. 14 Negotiated June 2024

DocuSign Envelope ID: B 1 AD? A40-1 B21-4350-ABB 1-213CFCA35385

EXHIBIT D
Third Party Data Use Agreement

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

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

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

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

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

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

6. In the event of a conflict between the terms and provisions of this Third Party Data Use Agreement and the terms and provisions of the CONSUL TANT AGREEMENT, the terms of the CONSUL TANT AGREEMENT shall govern and control.
1 Updated June 2020

3 CITY COUNCIL STAFF REPORT
MEETING DATE: September 3, 2025
PREPARED BY:

Kathryn Pisano, Environmental Services Manager
APPROVED BY: City Manager

APPROVE THE MEMORANDUM OF UNDERSTANDING FOR

PARTICIPATION IN THE MULTI-JURISDICTIONAL COMPOSTING

EDUCATION PROGRAM

RECOMMENDATION(S)

1. Authorize the City Manager to execute, administer and make minor modifications with the approval of the City Attorney to the Memorandum of Understanding for the Multi-Jurisdictional Composting Education Program; and

2. Adopt resolution amending the FY2025-26 Budget to appropriate an additional $116,893 to the City’s Countywide Solid Waste Program (Fund 246).

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space and Agricultural Land Supporting our Youth, Seniors, and Entire Community
2025-2026 Strategic Priorities
Community Engagement
Healthy Community
Fiscal Sustainability
Guiding Documents
Climate Action Plan
Communications, Outreach, and Engagement Plan
REPORT NARRATIVE:

The purpose of this staff report is to provide the City Council with an opportunity to adopt a resolution appropriating an additional $116,893 in the City’s Countywide Solid Waste Program (Attachment 1), and to approve a Memorandum of Understanding (MOU) that will allow City participation in the Multi-Jurisdictional Composting Education Program, as well as oversight of the Program by the City in its capacity as Countywide Solid Waste Services (CSWS) Administrator and Contracting Agent (Attachment 2).

BACKGROUND

3 The Composting Education Program (CEP) is a vital initiative that directly supports the County’s waste reduction goals by engaging the community in sustainable waste management practices and educates customers about key State regulations such as SB 1383. Residents attend in-person classes where they are educated about home composting, in the context of curbside collection, as well as landfill and climate issues.

Attendees are encouraged to turn diverted food and yard waste into nutrient-rich soil amendments that provide critical benefits, including plant health, improved food production, reduced chemical use, and increased water holding.

The CEP has historically been funded by the Solid Waste Planning Fees (SWPF) which are assessed on each ton of waste disposed of in a landfill. In 2016, California Senate Bill 1383 (SB 1383) was adopted, setting goals to reduce the disposal of organic waste in landfills in an effort to reduce greenhouse gas emissions. The successful implementation of SB 1383 organics diversion programs has significantly reduced landfill disposal tonnage countywide, causing SWPF revenue to decrease. At the same time, the costs of running the programs have been increasing.

With reduced SWPF revenues and rising costs, the Santa Clara County Recycling and Waste Reduction Commission (RWRC) needed to find alternative funding mechanisms to continue providing residents with access to beneficial programs that also help cities to meet outreach and diversion workplans under SB 1383. The SWPF revenues alone will not be sufficient to support the future of the Composting Education Program (CEP).

The cities of Cupertino, Gilroy, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, and the County of Santa Clara have all committed to providing composting education services to residents by jointly funding a centralized CEP through a Memorandum of Understanding (MOU). The MOU will be managed by the RWRC County Fiscal Agent and by the City of Morgan Hill in its capacity as Countywide Solid Waste Services Administrator and Contracting Agent.

CITY PARTICIPATION IN THE MULTI-JURISDICTIONAL COMPOSTING EDUCATION

PROGRAM
The CEP MOU will become effective starting January 1, 2026, and will remain in effect until June 30, 2027. In FY 2025-26 and FY 2026-27, Morgan Hill’s contribution to the CEP costs will be $3,583 each year. These costs will be fully covered by funds from Round Two of CalRecycle’s Local Assistance Grant Program funds for SB 1383. The City budget for FY 2025-26 includes revenues and expenses for SB 1383 compliance and grant implementation, including the Composting Education Program.

COUNTYWIDE SOLID WASTE SERVICES OVERSIGHT OF THE COMPOSTING

EDUCATION PROGRAM
Each year, Santa Clara County as the current Fiscal Agent will issue invoices to the participating jurisdictions for their committed amounts for the Composting Education Program. Collected funds will be directed to the City of Morgan Hill in its capacity as the RWRC Administrator and Contracting Agent. The City’s Fund Transfer Requests will be adjusted to cover the costs associated with increased appropriation related to the Composting Education Program.

3 Oversight of the Composting Education Program MOU by the City in its capacity as CSWS Administrator and Contracting Agent is included in the work program of the Public Services Department. While it is anticipated that current staff funded through the existing CSWS program can absorb work required to administer the MOU, the Composting Education Program MOU provides an opportunity for the City to request funding for additional resources during the annual budget and workplan process if oversight of the MOU takes more time to manage than expected and if additional City resources are needed.

COMMUNITY ENGAGEMENT:

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

Currently, ongoing community engagement for the Composting Education Program is completed by the UC Cooperative Extension. The UC Cooperative Extension conducts home composting workshops that are available for free to all residents of Santa Clara County, provides presentations and hands-on composting demonstrations to schools in grades K-12, and attends community events to educate residents about home composting practices. Additionally, the Program administers a website, hotline, Facebook, and Instagram page to promote workshops and composting basics.

ALTERNATIVE ACTIONS:

The Council could decide not to approve the Resolution appropriating an additional $116,893 to the City’s Countywide Solid Waste Program budget. However, this is work that participating jurisdictions have asked that the City implement in the City’s role as the Countywide Solid Waste Program Contracting Agent and Administrator. The Council could also decline to approve the MOU for the Multi-Jurisdictional Composting Education Program. This is not recommended as Morgan Hill’s contribution enables participation in this multi-jurisdictional service with funds that are required to be used for such services.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council has not taken prior action on this item.

FISCAL AND RESOURCE IMPACT:

A budget amendment in the amount of $116,893 to the City’s Countywide Solid Waste Services (Fund 246) is needed. The increased expense is completely offset by the increased revenue. Morgan Hill’s contribution to the program ($3,583) is included in the General Fund (Fund 010), fully offset by grant revenue from Round Two of CalRecycle’s Local Assistance Grant Program funds for SB1383.

CEQA (California Environmental Quality Act):

Not a Project

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

RESOLUTION NO. 25-_____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF MORGAN HILL APPROVING AN AMENDMENT TO
THE CITY’S FISCAL YEAR 2025-2026 ANNUAL BUDGET
IN THE COUNTY SOLIDE WASTE PROGRAM (FUND NO.
246) TO APPROPRIATE $116,893 THEREFORE
WHEREAS, the City of Morgan Hill, a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (“City”), is authorized to enter into contracts and agreements for the benefit of the City; and WHEREAS, the reasons supporting this Resolution are set forth in detail in that certain City Council Staff Report entitled “Approve the Memorandum of Understanding for Participation in the Multi-Jurisdictional Composting Education Program” submitted for City Council consideration at its meeting of September 3, 2025, submitted to the City Council by the City Manager (the “Staff Report”), the contents of which Staff Report are incorporated herein by this reference; and
WHEREAS, recommended amendments are needed and proposed to the City’s previously adopted Annual Budgets for Fiscal Years 2024-2025 and 2025-2026 as set forth on Exhibit A to this Resolution, to appropriate the requisite funds to implement the actions authorized by this Resolution; and
WHEREAS, the consideration by City Council of the adoption of this Resolution has been duly noticed pursuant to applicable laws and has been placed upon the City Council Meeting Agenda on the date set forth in the Staff Report, or to such date that the City Council may have continued or deferred consideration of this Resolution, and on such date the City Council conducted a duly noticed public meeting at which the City Council provided members of the public an opportunity to comment and be heard and considered any and all testimony and other evidence provided in connection with the adoption of this Resolution; and WHEREAS, the City Council determines that adoption of this Resolution is in the public interest.

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

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

Section 2. Approval and Authorization. The City Council does further resolve, order and/or direct as follows:
a. That the City’s previously adopted Fiscal Years 2024-2025 and 2025-2026 Budgets, as the same has been amended to date, are hereby further amended in

City of Morgan Hill
Resolution No. 25-_____

accordance with and as reflected on Exhibit A attached hereto and incorporated herein by this reference; and
b. That the City Clerk is hereby authorized and directed to forward a copy of this Resolution to the City’s Finance Director, who is hereby authorized and directed to take all actions necessary to implement the terms of this Resolution pertaining to the Fiscal Years 2024-2025 and 2025-2026 Budgets of the City or Morgan Hill.

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

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Morgan Hill at its meeting held on this 3rd day of September 2025 by the following vote:

AYES: COUNCIL MEMBERS: None
NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
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. 25-_____ adopted by the City Council at the meeting held on the 3rd day of September 2025.

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

DATE: _____________________ ___________________________________ MICHELLE BIGELOW, City Clerk

City of Morgan Hill
Resolution No. 25-_____

EXHIBIT A

AGENDA BUDGET SCORECARD
FISCAL YEAR 2025-2026
ADJUSTMENT # 005
FUND: 246 Countywide Solid Waste Administration
DEPARTMENT: 40 Public Services
40 Public Services
5820 Countywide Solid Waste Program
OBJECT: 42231 CONTRACT SERVICES
AGENDA DATE: 09/03/25
AGENDA ITEM TITLE:
07/01/25 06/30/26

UNAUDITED PROJECTED

BEGINNING AMENDED ENDING

FUND ESTIMATED APPROPRI- FUND

BALANCE REVENUES ATIONS BALANCE
ORIGINAL BUDGET 360,737 1,599,973 1,927,635 33,075

CUMULATIVE REVISIONS PRIOR - - - -

TO RECOMMENDED ACTION
RECOMMENDED ACTION 116,893 116,893 -
RESULTOF RECOMMENDED ACTION 360,737 1,716,866 2,044,528 33,075 Countywide Solid Waste

MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR THE COMPOSTING EDUCATION PROGRAM
This Memorandum of Understanding (“MOU”) is entered into by and between the cities of Cupertino, a municipal corporation of the state of California; Gilroy, a municipal corporation of the state of California; Morgan Hill, a municipal corporation of the state of California; Mountain View, a municipal corporation of the state of California; Palo Alto, a municipal corporation of the state of California; San José, a municipal corporation of the state of California; Santa Clara, a municipal corporation of the state of California; and the County of Santa Clara, a political subdivision of the State of California; collectively “Parties” or individually as a "Party."

RECITALS
A. The signatory Parties are also “PARTIES” to the Memorandum of Agreement (“MOA”) entered into on June 14, 2013 for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee (“TAC”), which is a separate Committee created to assist the County of Santa Clara Recycling and Waste Reduction Commission (“RWRC” or “Commission”) that advances the interests of Party Jurisdictions by performing technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget. The MOA, which remains in effect, is attached hereto and incorporated herein by reference as (“Exhibit A”).

B. The participating Parties have previously agreed to jointly administer and fund the cost of the Composting Education Program (the “Program”).

C. The RWRC is scheduled to review and accept this MOU and associated financial contributions to incorporate into the Commission budget as Countywide funds at the August 27, 2025, meeting.

D. The Parties desire to execute this MOU is to ensure ongoing operation of the Program for participating jurisdictions and to provide each Party’s respective share of costs to fund the Program.

NOW, THEREFORE, the Parties agree as follows:

SECTION 1. PURPOSE OF THE MOU
The purpose of this MOU is to establish a system of:
1) Management and operation of the Program from January 1, 2026, to June 30, 2027. The Program will also cover the costs from July 1, 2025, to December 31, 2025, and will be reimbursed retroactively from July 1, 2025, upon execution of the MOU. 2) Payment by the Parties for their share of the costs for implementation of the Program as referenced in (“Exhibit B”).

SECTION 2. TERM AND EFFECTIVE DATE
The agreement will become effective upon execution by all parties or by January 1, 2026, whichever comes first.

SECTION 3. EXTENSION
The MOU may be extended in two-year increments, initially from July 1, 2027, to June 30, 2029, and thereafter upon approval by the Parties.

SECTION 4. DEFINITIONS
The original 2013 Memorandum of Agreement entered into between the Parties (and as may be amended from time to time) defined in detail the duties of the TAC Administrator, Contracting Agent (currently the City of Morgan Hill in its capacity as Countywide Solid Waste Services), and Fiscal Agent (currently Santa Clara County), and those definitions from the MOA shall apply to this MOU. For ease of reference, those definitions are summarized below.

4.1 The TAC Administrator provides administration and management services to the TAC and carries out the annual workplan.

4.2 The Contracting Agent executes contracts with outside contractors, including the Administrator and the Fiscal Agent that have been requested and approved by the Implementation Committee.

4.3 The Fiscal Agent serves as the treasurer of the Countywide funds and is responsible for collecting the Solid Waste Planning Fee from all solid waste disposal facilities and non-disposal facilities located within Santa Clara County.

SECTION 5. RESPONSIBILITIES OF THE TAC ADMINISTRATOR AND CONTRACTING AGENT

5.1 The TAC Administrator will provide administration and management of the Program. These duties include overseeing the work of the Program, development of the budget, and inclusion of the Program in the annual work plan and budget. The costs to perform these duties will be included in the annual workplan and budget designated as Countywide Funds for the Program as defined in the MOA.

5.2 Contracts executed by the Contracting Agent for the Program, TAC Administrator and Fiscal Agent will be based on the approved budget for the Program. The Contracting Agent will provide an invoicing system to pay the Program, TAC Administrator, and Fiscal Agent. The Contracting Agent shall provide the TAC Administrator with the proposed costs to perform these duties. The signatory Parties to this MOU (except when acting in their authorized capacities as Contracting Agent, TAC Administrator, and Fiscal Agent) are not direct parties to the third-party contracts entered into by those agents.

SECTION 6. RESPONSIBILITIES OF THE FISCAL AGENT
The Fiscal Agent will collect and receive funds from the Parties for implementation of the Program. Funds will be segregated from the Countywide Solid Waste Program Funds in separately numbered and coded accounts that are readily identifiable as those containing Program or Countywide Solid Waste Program Funds. The Fiscal Agent shall not expend, use, or transfer any Program funds except in accordance with the annual work plan and budget.

The Fiscal Agent shall provide the TAC Administrator with the proposed costs to perform these duties as part of the annual work plan budget development process.

SECTION 7. RESPONSIBILITIES OF THE PROGRAM
The Program will implement the scope of work specified in Exhibit D to this MOU (“Exhibit D”).

SECTION 8. RESPONSIBILITIES OF THE PARTIES
The Parties will share costs of implementing the Program as described in Exhibit B and undertake the duties assumed by the Parties as described in this MOU (“Exhibit C”).

SECTION 9. PAYMENTS UNDER THIS MOU

9.1 The Parties agree to share costs of the Program based on population size as defined in the cost share matrix contained in Exhibit B.

9.2 The Parties agree to pay forth costs identified in the budget and approved through the Implementation Committee of the RWRC. For Fiscal Year 2025-2026, the Fiscal Agent shall invoice the Parties for the amounts specified in Exhibit B by no later than November 30, 2026, and the Parties shall submit payment for those invoices by January 1, 2026. For Fiscal Year 2026-2027, and each year thereafter (upon execution of an extension of this MOU) the Fiscal Agent shall invoice the Parties by May 30th of each year, and the Parties shall submit payment for those invoices by no later than June 30th of each year. Each Party will make their payment to the Fiscal Agent based on the invoice amount within thirty (30) calendar days of receipt.

9.3 The Fiscal Agent will ensure that the Program account is segregated from the Solid Waste Program Fee Fund account managed pursuant to the MOA.

SECTION 10. BOOKS AND ACCOUNT
The Fiscal Agent will keep complete and accurate financial records, including funding contribution amounts from each Party, date of invoice request, and payment submittals, and shall report this information in Quarterly Reports submitted to the IC and the RWRC as required in the MOA. Upon reasonable notice to the Fiscal Agent, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 11. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, documents, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties’ performance of their obligations under this MOU.

SECTION 12. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:

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

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

12.3 Valid, Binding, and Enforceable Obligations: This MOU has been authorized and executed by each Party and constitutes the legal, valid, and binding agreement of the Parties, and is enforceable according to its terms.

SECTION 13. REMEDIES NOT EXCLUSIVE

No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy provided hereunder or hereafter existing in law or in equity or by statute or otherwise, and all remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 14. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or Jurisdiction delegated to such Party under this MOU (including but not limited to work engaged in or contracts entered into by a Party acting in their capacity as Contracting Agent, Program Manager, TAC Administrator, or Fiscal Agent.). No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or Jurisdiction delegated to such other Party under this MOU, as indicated in this Section. The obligations set forth in this paragraph will survive the termination and expiration of this MOU.

SECTION 15. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 16. AMENDMENTS
This MOU may only be amended by a written instrument signed by each of the Parties.

SECTION 17. COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 18. USE OF ELECTRONIC SIGNATURES
Unless otherwise prohibited by law, the Parties agree that an electronic copy of a signed contract, or an

electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the Parties. Should any Jurisdiction not permit electronic signatures only their copy of the MOU must be signed in the conventional manner.

SECTION 19. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU. This MOU is intended to supplement the original MOA and does not replace the original MOA. The MOA shall remain in effect and to the extent that there are any contradictions between this MOU and the original MOA, the provisions in this MOU shall prevail.

SECTION 20. WITHDRAWAL FROM MOU
No individual Party may withdraw from this limited term Agreement on or before June 30, 2026. Any Party wishing to withdraw on or after June 30, 2026, must provide a sixty (60) day notice to the Contracting Agent. Withdrawal by a Party does not affect the cost contributions of the remaining Parties.

SECTION 21. NO LEGAL RELATIONSHIP
By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 22. GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES IN SANTA CLARA COUNTY

FOR THE COMPOSTING EDUCATION PROGRAM
IN WITNESS HEREOF, the Parties have executed the MOU as of the last date set forth below:

City of Cupertino – City Manager Approval as to form, Senior Assistant City Attorney
Date:_____________________________ Date:_____________________________ City of Gilroy- Public Works Director Approval as to form, Gilroy City Attorney
Date: Date:

City of Morgan Hill, as a Party and as
Contracting Agent and TAC
Administrator
Approval as to form, Morgan Hill City
Attorney
Date: Date:

City of Mountain View- Public Works
Director
City of Mountain View – Finance and
Administrative Services Director
Date: Date:

City of Mountain View- City Manager Approval as to form, Mountain View Senior Assistant City Attorney
Date: Date:

City of Palo Alto – City Manager Approval as to form, Palo Alto Assistant City Attorney
Date: Date:

City of Santa Clara - City Manager Approval as to form, Santa Clara City Attorney
Date:____________________________ Date:_____________________________

County of Santa Clara, as a Party and as
Fiscal Agent - Chief Operating Officer
Approval as to form and legality, Santa
Clara County Deputy County Counsel
Date:_____________________________ Date:_____________________________ City of San José, Director of the City
Manager's Office of Administration,
Policy and Intergovernmental Relations
Approval as to form, San José
Senior Deputy City Attorney
Date:___________________________ Date:_____________________________

I·-,

AGREEMENT

CREATING THE SANTA CLARA COUNTY

RECYCLING AND WASTE REDUCTION

TECHNICAL ADVISORY COMMITTEE
THIS AGREEMENT, is made·and entered into this 4 ±::~ day of JU V\ e. 2013 by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF GILROY, a municipal corporation .of the State of California, CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MORGAN HILL, a municipal corporation of the State of California, CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO AL TO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a chartered municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal corporation of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as "PARTIES" or individually as "PARTY."
RECITALS:

A. In 1989, the California Legislature passed and enacted the California Integrated Waste Management Act, known as "AB 939", (Public Resources Code Section 40000 et. seq) requiring jurisdictions to divert 25% of waste from disposal by 1995 and 50% of waste ·from disposal by 2000. AB 939 required each County to develop and periodically update . a County Integrated Wast~ Management Plan and to appoint an AB 939 Local Task Force. ·
B. Prior to 1992, the Solid Waste Committee of the Santa Clara County Intergovernmental Council advised the cities and the County on solid waste and recycling issues. The Technical Advisory Committee, also originally convened by the Intergovernmental Council, provided technical advice to the Solid Waste Committee on solid waste and recycling issues.

C. On or about February 1992, the Santa Clara County Board of Supervisors and the cities in Santa Clara County designated the Solid Waste Committee of the Intergovernmental Council as the AB 939 Task Force for Santa Clara County.

D. On February 4, 1992, the Santa Clara County Board of Supervisors replaced the Solid Waste Committee of the Intergovernmental Council with the Solid Waste Commission of Santa Clara County ("Commission") in order to streamline the 5/6/13 JUN o 4 2013

EXHIBIT A

TAC MEMORANDUM OF AGREEMENT
decision-making process on solid waste and recycling issues. (Ordinance No. NS300.495) The powers and duties of the Commission are defined in Chapter XVII, Division A6 of the County of Santa Clara Ordinance Code.

E. On December 4, 2001, the Santa Clara County Board of Supervisors approved Ordinance No. NS-300.658 changing the name of the Commission to the Recycling and Waste Reduction Commission of Santa Clara County.

F. The Commission advises city councils and the Board of Supervisors in Santa Clara County on countywide solid waste and recycling planning issues and on the County Solid Waste Management Plan/County Integrated Waste Management Plan.

G. The By-Laws of the Commission (also approved by the County Board of Supervisors on February 4, 1992) continued the existence of the Recycling and Waste Reduction Technical Advisory Committee (the ''TAC"). The purpose of the TAC was to provide technical advice to the Commission on solid waste management and policy; to bring together a wide spectrum of viewpoints and expertise on countywide solid waste and recycling issues affecting individual jurisdictions; and to assist in development of policies, programs and revisions and amendments to countywide plans. ' H. On an annual basis, the TAC prepares and submits an Ann.ual Workplan and Budget for review and approval by the Commission. The Commission-approved Annual Workplan is then implemented by the TAC using funds in the Commission-approved Annual Budget.

I. In accordance with the AB 939,provisions for financing solid waste diversion and planning activities, the County of Santa Clara levies and c~llects the Countywide Solid Waste Planning Fee C'SWPF") on each ton of solid waste disposed at landfills located within the County, on tons taken to non-disposal facilities located within the county .and subsequently transported for disposal to landfills outside Santa Clara County, and on tons transported directly to disposal facilities located outside Santa Clara County. The current SWPF of $0. 78 per ton was established by the County Board of Supervisors on May 19, 2009. Funds from the SWPF are used to fund the activities and programs of the Commission and the TAC. In addition, funds from grants, voluntary contributions from other agencies and other revenue sources are used to fund these activities and programs. Such funds, including monies from the SWPF, are referred to herein as "Countywide Funds".

J. In 2011, Assembly Bill 341 ("AB 341 ") was signed into law establishing a statewide goal of diverting 75% of solid waste from disposal by 2020 and requiring The California Department of Resources, Recycling and Recovery to prepare and submit a plan to the Legislature on or before January 1, 2014 on how to achieve this goal.

K. Since the TAC was o~iginally established, the field of solid waste management and recycling has become much more complex and the PARTIES must comply with an increasing number of laws and regulations. In order to achieve the statewide goal of 75% diversion, many materials currently disposed in landfills must be segregated and 5/6/13. ·• . ;; :

TAC MEMORANDUM OF AGREEMENT
processed at new facilities, and channeled into useful purposes. New infrastructure, diversion systems and enhanced producer responsibility measures must be implemented in order to accomplish this goal.

L. Commensurate wit_h changes in the breadth and complexity of the solid waste and recycling field, the work and functions of the TAC have evolved over time to encompass not only providing advice to the Commission, but also recommending, implementing and monitoring countywide public education and diversion programs included in the Commission-approved Annual Workplan and Budget where it is cost effective for the PARTIES to jointly provide such programs.

M. The. TAC requires expanded powers and authority to monitor ongoing staffing support for programs in the Commission-approved Annual Workplan as well as the power and authority to recommend, monitor and audit the funding for these programs, at the levels contained in the Commission-approved Annual Budget.
. N. In order to address these issues, the Commission appointed the Ad Hoc Committee for TAC Organizational Study, and the TAC appointed the TAC Ad Hoc Organizational Study Subcommittee. Pursuant to recommendations from these Committees, the County retained Arroyo Associates in 2010 to conduct an independent Organizational Study. The study evaluated the countywide integrated waste management programs and services and provided operational and organizational recommendations to enhance the efficiency and effectiveness of the countywide solid waste management system. The Commission's Ad Hoc Committee held a meeting on May 29, 2012 with representatives of the TAC and the public to discuss the recommendations of the Organizational Study and options for restructuring the operating parameters of the TAC.

0. The purpose of this Agreement is to implement the recommendations of the Commission's Ad Hoc Committee and the TAC Ad Hoc Subcommittee to revise the functions, powers, membership, structure and duties of the TAC to make these consistent with the manner in which the TAC currently functions; and to simplify the reporting relationship between the Commission and the TAC. Such changes are desired by the PARTIES in order to facilitate countywide and regional approaches for meeting the statewide goal of 75% diversion articulated in AB 341; remaining in compliance with the existing requirements of AB 939, SB 1016 and all other state and federal laws and regulations, and planning for the goal of zero waste in the future.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

I. PURPOSES AND FUNDING
The Santa Clara County Recycling and Waste Reduction Technical Advisory Committee ("TAC") is hereby established to replace the Recycling and Waste Reduction Technical Advisory Committee referred to in Article V of the Commission Bylaws dated October 2001.

A. Purposes. The purposes of the TAC are:
5/6/13 3

TAC MEMORANDUM OF AGREEMENT
5/6/13

1. To implement the Commission-approved Annual Workplan and Budget;

2. To advise the Commission and the decision-making bodies of all· PARTIES on technical and policy issues related to solid waste management and recycling including plans to achieve the statewide AB 341 goal of 75% diversion by 2020 and plans for working toward the goal of zero waste;

3. To bring together a wide spectrum of viewpoints and expertise to focus on countywide solid waste management, issues affecting individual communities, and solid waste and recycling issues affecting public environmental health;

4. To assist in development of policies, programs and revisions and amendments to countywide plans that can meet countywide needs and, thus, receive countywide approval;

5. To provide a forum for exchange of solid waste, recycling, composting and other diversion information;

6. To inform the PARTIES' respective agencies and jurisdictions about issues and recommendations of the Commission, and perform follow-up actions, as necessary;

7. To recommend Commission approval of countywide programs to maximize the effectiveness of local funds spent for public education and recycling programs, and to implement and monitor such programs.

8. To assist with future master planning for facilities and infrastructure, as requested by the Commission.

9. To perform technical and policy review and make technical and policy recommendations to the Commission and technical recommendations to the PARTIES concerning best practices in solid and hazardous waste management; recycling, composting, diversion programs, source reduction; litter reduction on land; reduction of litter that originates from the storage, collection, transportation, and processing of solid waste, recyclable materials and organic materials that affects water quality in local creeks, San Francisco Bay, and oceans; and 'cradle-to-cradle' extended producer responsibility for products and packaging from creation through use and ultimate recycling or other disposition, with regard to:
a. The feasibility of technical proposals;
b. Analysis of issues and problems in solid waste management; c. Proposed and/or needed national and state legislation and policies; d. New infrastructure required to achieve countywide goals, and; e. Financing and management options for creation of such infrastructure.

10. To perform other duties as directed by the Commission . . B. Funding. The TAC is funded by the Solid Waste Planning Fee ("SWPF") that is charged to customers by the operators of all disposal and non-disposal facilities located within the County of Santa Clara, and remitted, by those facility operators, to the County of Santa Clara. The SWPF is also charged on tons of solid waste that are hauled directly to out-of-county disposal facilities. The amount of the SWPF is established by the Board of Supervisors based upon·input and recommendations from the Commission and the TAC Implementation Committee. Additional revenues come from grants, voluntary contributions of other agencies and other sources. These, together with the SWPF funds constitute the Countywide Funds used to fund the Commission-approved Annual Workplan and Budget.
4

TAC MEMORANDUM OF AGREEMENT
II. COMPOSITION
5/6/13
A. Voting members, not to exceed 27 in number, shall include:

1. One (1) staff person from each City or Town that is a PARTY

2. Three (3) staff persons from the County as follows:
a. One (1) to represent the Unincorporated Area
b. One (1) to represent County interests related to environmental health c. One (1) to represent County interests related to integrated waste management

3. One (1) staff person from the Santa Clara Valley Water District

4. Up to eight (8) persons from non-governmental organizations appointed by the Commission as follows:
a. No more than three (3) representing for-profit industry groups and/or business organizations (however, no member shall represent a single for-profit company)
b. No more than four (4) representatives of non-profit groups that advocate for source reduction, recycling programs, sustainability, and/or producer responsibility
c. No more than two (2) representatives of institutions of higher learning located within Santa Clara County
B. Appointment of Members. All members representing a public agency shall be redesignated annually via a letter on agency letterhead addressed to the TAC Administrator ("Administrator"). The Commission will accept requests and nominations for nongovernmental organizations to serve on the TAC. The Administrator will publish a notice in a daily local newspaper of general circulation to a minimum of two-hundred fifty thousand (250,000) people in September of every other year announcing that nominations and requests to serve are being accepted. The Administrator will take other reasonable and cost-effective measures to distribute the announcement via other media, including, but not limited to, websites, local publications and social media, to reach persons who might not see the notice in a daily newspaper. The Commission will select the non-governmental organizations to be represented on the TAC. Those organizations will, in turn, submit a letter to the Administrator designating a member and an alternate.

Members representing non-governmental organizations shall serve for a period oftwo (2) years beginning in January. At the end of that time, the Commission shall select the nongovernmental organizations to be represented on the TAC for the new two (2) year term.

The initial group of non-governmental organization representatives will be selected by the Con·1mission on or before December 31, 2013 and will begin serving their terms on January 1, 2014. The Administrator will publish a notice in the newspaper, and distribute the notice via other suitable media, in September 2013 announcing that the Commission will consider nominations and applications for non-governmental organizations to be represented on the TAC.

C. Alternates. Each PARTY may designate one or more alternate representative(s) to serve in the absence of the regular member. The alternate(s) will be designated in writing as described in Section II B. Alternates may serve on TAC committees, 5

TAC MEMORANDUM OF AGREEMENT
subcommittees, and ad hoc subcommittees.

D. Vacancies. Each PARTY is responsible for designatir,g a replacement for its member ifthe member can no longer serve. In the ·event of a vacancy, the Chair shall, by letter, request that the PARTY designate a new member. lfa vacancy occurs with regard to a representative of a non-governmental organization, the Administrator shall notify the non-governmental organization to designate a new member. In the event the non-governmental organization declines, the TAC shall notify the Commission and request that a new non-governmental organization be selected to fill the remainder of the term created by the vacancy.

E. Attendance. Attendance at meetings is vital to the proper and effective functioning of the TAC. Three (3) consecutive absences or a member missing over ·fifty percent (50%) of the TAC meetings in a calendar year are sufficient grounds for the Administrator to notify the member and request their attendance. Should a PARTY be unable to send its representative to meetings for an extended period of time, the PARTY shall notify the Chair in writing on letterhead and a replacement representative will not be requested from that PARTY.

Ill. QUORUM AND VOTING
5/6/13
A. Quorum. A quorum consists of thirteen (13) voting members physically present at a meeting.

B. Voting. Actions of the TAC shall be taken by a majority vo_te of the members present at the meeting. Each member has one vote. (See Section VI B for voting and quorum requirements for the Implementation Committee that differ from those for the full TAC.)
C. Attendance From A Remote Location. In the event of an unavoidable schedule conflict, a member may participate in a meeting from a remote location via telephone or video-conference provided that all requirements of the Brown Act (Government Code Section 54950, et seq.) are met and further provided that the scheduled meeting room has the technical capability to accommodate the request. In such event, the member will notify the Administrator at least ten (10) days in advance of the meeting and ask to attend from a remote location. The Administrator will advise the member if this is possible. If so, the Administrator will comply with all Brown Act requirements including stating the alternate location in the meeting notice. The member shall also comply with all Brown Act requirements in Government Code Section 54953 (b), including, but not limited to, posting a meeting notice and agenda on the door of the remote location for the duration of the meeting, and allowing members of the public to participate in the meeting from the remote location along with the member. The member's vote will be counted; however, the member will not be included in the count to determine a quorum. Attendance from a remote location is to be used only in rare cases of unavoidable schedule conflicts. hperson attendance and participation at meetings is strongly preferred and encouraged.

D. Bylaws. The TAC may, as necessary, recommend adoption of Bylaws for its 6

TAC MEMORANDUM OF AGREEMENT
governance to the Commission for approval, and operate according to Bylaws approved by the Commission. In the event revisions to Commission-approved Bylaws are desired, the TAC may recommend such revisions to the Commission.

IV. OFFICERS AND THEIR RESPONSIBILITIES
A. Officer Positions. The officers of the TAC shall be the Chair, Vice Chair, and the Subcommittee Chairs. The Chair and Vice Chair of the TAC must be voting members or .alternates representing a PARTY.

B. Election and Term. Each officer shall be elected by majority vote of a quorum of the voting membership at the last meeting of each calendar year or as soon thereafter as possible. All officers' terms begin with the first meeting of each calendar year.

C. Dutie$. The Chair of the TAC shall be responsible for chairing all meetings of the TAC and the Implementation Committee {IC), and representing the TAC and the IC at Commission meetings. The Chair shall approve the draft agendas for TAC and IC meetings, except that any agenda item proposed by two (2) or more voting members must be placed on the next available agenda. The Vice Chair shall serve as the Chair in the Chair's absence. The Chairs of the Subcommittees shall be responsible for calling meetings of their respective Subcommittees and chairing those meetings. The Subcommittee Chairs shall approve the draft agendas for their respective Subcommittees except that any items proposed by two {2) or more voting members of a Subcommittee shall be placed on the next available Subcommittee agenda.

V. MEETINGS
A. Meetings. The TAC shall meet monthly at the time and place published on the agendas. Additional meetings may be called as needed. The Chair shall provide every member of the TAC with seventy-two (72) hours written notice of regular and additional TAC meetings. The agenda for each meeting shall be developed by the Administrator in consultation with the TAC Chair, and shall be approved by the Chair.

B. Conduct of Meetings. All meetings of the TAC, including all Committees, Subcommittees, Ad Hoc Committees and Subcommittees and any closed sessions with legal counsel, shall be properly noticed and conducted in accordance with the "Brown Act" (Government Code Section 54950 et seq.) Except for official meetings of the TAC and it$ Committees, Subcommittees and Ad Hoc Committees and Subcommittees, nothing herein shall be interpreted to require meetings between staff members of the individual PARTIES (including designated representatives of the PARTIES) to be subject to the Brown Act, where the Brown Act would not otherwise apply. Each PARTY is individually responsible for ensuring it complies with the Brown Act. Wherever this Agreement is silent with regard to procedure, Robert's Rules of Order shall apply.

VI. IMPLEMENTATION COMMITTEE
A. Composition and Duties. The TAC Implementation Committee {IC) is comprised of one voting member from each PARTY to this Agreement plus one voting member from the Santa Clara Valley Water District {SCVWD). The PARTY'S 5/6/13 7

TAC MEMORANDUM OF AGREEMENT
5/6/13
IC representative is usually also the PARTY'S TAC representative. Each PARTY and the SCWJD may also designate an alternate. The purpose of the IC is to make decisions and recommendations on all fiscal, management and administrative issues of the TAC. The IC selects, monitors and provides oversight of the Administrator, the Fiscal Agent, the Contracting Agent, and legal counsel to the TAC. The IC recommends the level and setting of the SWPF to the Commission.

B. Quorum, Voting and Meetings. A quorum of the IC is nine (9) voting members. {Note: the City of San. Jose representative counts as two (2) voting members toward the IC quorum.) The affirmative vote of at least eight (8) voting members of the IC, including PARTIES collectively representing at least forty percent {40%) of the population of the incorporated and unincorporated areas of the County of Santa Clara, is necessary to approve any measure brought before the IC. {For purposes of calculating whether or not the forty percent (40%) figure has been reached, the population of each PARTY shall be counted; however, no population shall be attributed to the SCWJD due to the fact that it encompasses such a large percentage of the population of the entire incorporated and unincorporated County.) Each member of the IC shall have one vote, with the exception of the City of San Jose which shall have two {2) votes. The IC shall meet at least annually to consider and recommend approval of the Annual Workplan and Budget to the Commission for the upcoming fiscal year. The Chair may call other meetings of the IC as needed. All IC meetings are open to the public and to all TAC members.

Participation and discussion by all TAC members and by members of the public is encouraged. The Chair of the IC forwards all recommendations made by the IC directly to the Commission, and also makes an informational report to the TAC on the recommendations forwarded to the Commission. The Chair shall strive to achieve consensus among IC members. Consensus is defined as general agreement in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a vote of the voting members present. In such event, the Chair will report the recommendation of the IC along with the dissenting opinion{s) and viewpoints, to the Commission and to the TAC. In the event of a tie, the Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Chair may, in the Chair's sole discretion, re-agendize the item for another IC meeting.

C. Use of Outside Contractors. The IC is responsible for selecting any consultant{s) or contractor(s) {"Outside Contractors") to perform tasks included in the Commissionapproved Annual Workplan and Budget and who are to be paid from Countywide Funds, using a process created in consultation with the Contracting Agent. The IC is responsible for reviewing and approving the parameters of any contracts with Outside Contractors, including the scope(s) of work, schedules of performance, use of subcontractors, and compensation for such Outside Contractors. The IC then directs the Contracting Agent to conduct the procurement process for Outside Contractors and to execute contracts with the selected Outside Contractor{s).
8

TAC MEMORANDUM OF AGREEMENT
VII. TAC SUBCOMMITTEES
A. Issue and Policy Subcommittees. Issue and policy subcommittees shall be established as needed by the TAC. The TAC will evaluate and establish standing Subcommittees in December of each year. Additional Subcommittees may be established at other times throughout the year as needed.

B. Membership and Meetings. Membership on all issue and policy Subcommittees is open to all TAC voting members and designated alternates. There is no maximum size for each Subcommittee. The TAC shall appoint a Chair for each Subcommittee. A quorum is two (2) or more Subcommittee members. Subcommittees may elect a ViceChair to serve in the Chair's absence. Subcommittee chairs shall be responsible for calling and chairing meetings. The Subcommittee chairs shall approve the draft agenda and report the activities and recommendations of the Subcommittee to the TAC.

Subcommittee chairs shall strive to achieve consensus among members. Consensus is defined as general agreement in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a vote of the voting members present. In such event, the Chair will report the recommendation of the Subcommittee along with the dissenting opinion(s) and viewpoints, to the TAC. In the event of a tie, the Subcommittee Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Subcommittee Chair, in consultation with the TAC Chair, may decide to re-agendize the item for discussion at another meeting.

C. Ad Hoc Subcommittees. The TAC may establish Ad Hoc Subcommittees as needed to address specific issues or problems. The TAC shall appoint a Chair for each Ad Hoc Subcommittee. All Ad Hoc Subcqmmittees shall follow the same operating procedures as the standing issue and policy subcommittees. The TAC Chair shall monitor the work of all Ad Hoc Subcommittees, and all such Subcommittees shall be promptly disbanded by the TAC once their tasks have been accomplished.

VIII. TAC ADMINISTRATOR
5/6/13
A. Duties. The TAC Administrator provides administration and management services to the TAC and carries out the Annual Workplan. Duties of the Administrator include, but are not limited to: scheduling meetings of the TAC and all committees, subcommittees, and ad hoc subcommittees; preparing agendas and meeting minutes; maintaining all TAC records and files; notifying the TAC of correspondence received and preparing outgoing correspondence; completing all tasks in the Annual Workplan; providing monthly reports at TAC meetings on the status of the Workplan; and other duties as directed by the IC. The Administrator reports to the Chair of the TAC. The Administrator shall work cooperatively and collaboratively with the IC, the Fiscal Agent and the Contracting Agent. The Administrator is paid from funds in the adopted TAC budget.

B. Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. The IC will receive and evaluate proposal(s) and make a recommendation to the Commission on selection of an Administrator, as further described in Attachment 2.
9

TAC MEMORANDUM OF AGREEMENT
5/6/13
C. Initial Administrator. The initial Administrator for the TAC shall be the County of Santa Clara, Integrated Waste Management Division ("County IWMD"). The initial staff provided is described on Attachme:tot 1. In the event of a change in the initial staff, the procedures described in Attachment 2 shall be followed. In the event the IC determines there is a need for a change in the Administrator in the future (due to costs, availability of designated employees or for other reasons), or in the event the County IWMD is unable or unwilling to serve, the procedures for selection of a new Administrator in Attachment 2 shall be followed. ·
D. If Administrator Is Also A PARTY. In the event the Administrator is a PARTY, that PARTY shall appoint a TAC/IC representative whose function is to represent the PARTY's point of view on issues, policy and fiscal matters. The PARTY'S TAC/IC representative shall be a person who is not be involved in the work of the Administrator.

This designation shall be made in writing on the PARTY'S letterhead to the Chair of the TAC. The person(s) fulfilling the duties of the Administrator shall act as staff to the TAC, TAC committees and subcommittees, and to the IC.

E. Contract With Administrator. All duties and responsibilities of the Administrator, and a list and description of all staff assigned to provide Administrator services, shall be included in a contract between the Contracting Agent and the Administrator. The contract term may be for a single year or for multiple years, at the discretion of the IC. In the event that the Administrator is a PARTY, a letter agreement will be prepared between the Contracting Agent and the Administrator, containing all of the duties, responsibilities, staffing commitments and costs for the Administrator to serve for the upcoming fiscal year. The letter agreement will include the Annual Workplan and costs for the Administrator's services. The letter agreement shall state that the Administrator agrees to provide the described services at the approved costs for the upcoming fiscal year and that all employee and overhead costs will be maintained at the levels specified in the agreement for that fiscal year. With regard to the initial Administrator, the first letter agreement shall be prepared and executed prior to July 1, 2014 to reflect the costs and the scope of work to be performed for FY 2014/15. If the Administrator and the Contracting Agent are the same PARTY, the letter agreement will be prepared and signed by a staff person designated to represent the Administrator and also signed by a separate staff person designated to represent the Contracting Agent.

F. Annual Workplan and Budget. As the work of the TAC progresses each year, the Administrator will maintain a list of potential work items to be placed in the Annual Workplan for the upcoming fiscal year. Beginning with preparation ofthe Annual Workplan and Budget for fis.cal year 2014/15, the following schedule will apply. In November of each year, the IC will review the list of potential work items compiled by the Administrator, add additional items as needed, and direct the Administrator to prepare a proposed Workplan and Budget for the upcoming fiscal year. The proposed Annual Workplan will contain the elements described in Attachment 3.

The Administrator shall submit the final draft of the proposed Annual Workplan and 10

TAC MEMORANDUM OF AGREEMENT
Budget to the IC no later than December 15 of each year. If required, the IC will provide revisions and comments to the Administrator, who will then revise and finalize the Annual Workplan and Budget. The IC will approve the Annual Workplan and Budget ori or before January 31 of each year and forward it to the Commission for approval. Commission approval is anticipated to be during the month of February. Upon approval by the Commission, the Contracting Agent will prepare agreements with the Administrator, the Fiscal Agent and the Contracting Agent that include the approved Annual Workplan and Budget (for the Administrator) and the approved costs and duties (for the Fiscal Agent and the Contracting Agent) as described in Sections VIII E, IX D and X C. The agreements will be signed by designated representatives of the Administrator, the Fiscal Agent and the Contracting Agent. In the event the Administrator, the Fiscal Agent and/or the Contracting Agent are the same PARTY, that PARTY shall designate separate representatives to execute the agreements on behalf of the Administrator, the Fiscal Agent and the Contracting Agent. Said agreements shall be fully executed and in place prior to July 1 of each year.

G. Annual Reporting and Evaluation. The Administrator shall prepare a selfevaluation/audit report to the IC including significant accomplishments, work items planned but not accomplished, work items not planned but completed, and the status of all work items in the Annual Workplan. The report will include recommendations and suggestions for improving the work of the Administrator and will be submitted on or before September 15 each year. The IC will consider the report at a regular meeting and discuss and provide recommendations and feedback to the Administrator. The IC will rate the overall implementation and effectiveness of the Workplan and, in turn, rate the performance of the Administrator based upon the ability of the Administrator to meet the timelines and budget in the Workplan and to effectively support the Commission and the TAC. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Administrator. This feedback will be used by the Administrator to make any required changes in operations, procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Administrator, the IC may, at any time, discuss questions, concerns or issues of performance with the Administrator.

IX. FISCAL AGENT
5/6/13
A. Duties. The Fiscal Agent serves as the treasurer of the Countywide Funds and is responsible for collecting the SWPF from all solid waste disposal facilities and nondisposal facilities located within Santa Clara County. The Fiscal Agent also collects and receives grant funds and revenues from other sources. The Fiscal Agent shall diligently pursue collection of all SWPF funds and shall keep the IC apprised of the amount and entity owing delinquent payments, as well as of the status of collection activity initiated by the Fiscal Agent regarding the delinquent payments. The Fiscal Agent shall manage all funds in accordance with generally accepted government accounting procedures. The Fiscal Agent shall keep Countywide Funds segregated from all other funds administered by the Fiscal Agent in separately numbered and coded accounts that are readily identifiable as those containing Countywide Funds; shall credit appropriate interest income earned on such funds in each fiscal year; and shall not expend, use or transfer 11

TAC MEMORANDUM OF AGREEMENT
5/6/13
any funds except in accordance with the Annual Workplan and Budget approved by the IC and the Commission, or as otheiwise directed by the IC. In the event the Fiscal Agent is not also the Contracting Agent, the Fiscal Agent shall transfer Countywide Funds to the Contracting Agent as direqted by the IC, in accordance with the procedures in Attachment 5. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Fiscal Agent. The initial Fiscal Agent shall be the County of Santa Clara.

The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Fiscal Agent in the future (due to costs, lack of availability of designated employees or for other reasons), or in the event the County is unable or unwilling to serve, the following procedures for selection of a new Fiscal Agent shall be followed.

C. Selection. Any PARTY willing to serve as the Fiscal Agent may be nominated by another PARTY. The nominated PARTY(IES) will submit a letter proposal to the IC containing the costs for performing the services of the Fiscal Agent, including all employee and overhead costs and all proposed expenses. If the same PARTY is also already serving, or is proposing to serve, as the Administrator, the Contracting Agent, or both, the proposed costs to perform each _function shall be separately specified. The IC will hold discussions with representatives of the nominated PARTY(IES) as needed. The recommendation of the IC will be foiwarded to the Commission for approval. Upon receipt of Commission approval, the Contracting Agent will execute an agreement with the new Fiscal Agent that includes the approved costs for the PARTY to provide Fiscal Agent services for the upcoming fiscal year.

D. Payment For Services. The Fiscal Agent shall provide the Administrator with proposed costs to perform the duties of TAC Fiscal Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment

2. If the Fiscal Agent is also serving as the Administrator, the Contracting Agent, or both, the proposed costs to perform each function shall be separately specified. The proposed costs will be reviewed by the IC as part of review of the Annual Workplan and Budget. If there is a question or concern about the proposed costs, the Chair of the IC and the Administrator will meet with the Fiscal Agent concerning the issues. Upon approval of the Annual Workplan and Budget by the IC and the Commission, the Contracting Agent will prepare an agreement to be signed by the Fiscal Agent and the Contracting Agent to perform services for the new fiscal year. In the event that the Contracting Agent and the Fiscal Agent are the same PARTY, the agreement shall be signed by the designated employee of the PARTY serving as the Fiscal Agent and the (separate) designated employee of the PARTY serving as the Contracting Agent.

E. Quarterly and Annual Budget Status. The Fiscal Agent shall prepare and submit quarterly budget updates to the IC every three (3) months, and shall provide a Year-End Budget Report. These reports shall be formatted in a clear and concise manner such that all expenditures, revenues, movement of monies, reallocation of funds and adjustments to the budget are detailed by project and line item (i.e. numerical reference and narrative 12

TAC MEMORANDUM OF AGREEMENT
description). The Year-End Budget Report shall be submitted to the IC on or before October 31 each year. The IC may, at any time, request additional budget information, detail, documentation and updates. The Fiscal Agent shall respond promptly to all such requests.

F. Biennial Audit. The Fiscal Agent shall arrange for an audit by an independent third party Certified Public Accounting Firm (CPA) to be conducted every other year beginning with.an audit of the 2013/14 fiscal year. The Fiscal Agent may utilize the CPA firm retained by the jurisdiction of which the Fiscal Agent is a part, to perform that PARTY's annual audit. In such event, the results of the audit of the Countywide Funds and accounts shall be clearly and separately called out in the CPA's audit report. The results of the audit shall be reported to the IC on or before January 15 every other year.

G. Evaluation of the Fiscal Agent. Each year, the Fiscal Agent shall prepare a selfevaluation, along with the Year-End Budget Report, for submittal to the IC. The selfevaluation will include a description of key work tasks performed, any duties or tasks not · completed, and any non-planned work tasks completed. The report will include recommendations and suggestions for improving the services of the Fiscal Agent. The self-evaluation shall be submitted at the same time as the Year-End Budget Report. The IC will review the report at a regular meeting and discuss any suggested or needed changes or improvements. The IC will rate the overall performance of the Fiscal Agent based upon the ability of the Fiscal Agent to perform its duties in a timely manner and in accordance with all requirements of this Agreement. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Fiscal Agent. This feedback will be used by the Fiscal Agent to make any required changes in operations and procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Fiscal Agent, the IC may, at any time, discuss questions, concerns or issues of performance with the designated representative of the Fiscal Agent.

X. CONTRACTING AGENT
A. Duties. The Contracting Agent execute!? contracts with Outside Contractors, including the Administrator and the Fiscal Agent.(where applicable) that have been requested and approved by the IC. The Contracting Agent consults with the IC to establish a procurement process for Outside Contractors, and then conducts that process once the IC has approved a scope of work, schedule, budget and other parameters of the contract that will be awarded by the Contracting Agent. The Contracting Agent shall conduct the procurement process and execute all contracts within a reasonable period of time after being directed to do so by the IC. The Contracting Agent shall provide a copy of any contract executed on behalf of the TAC to any PARTY,·any TAC member, and to any PARTY or person designated by any PARTY or the IC upon request. The governing body of the Contracting Agent, at its discretion, may delegate authority to execute agreements and contracts approved by the IC to a designated employee. Notice of any such delegation of authority shall be provided in writing to the Chair of the IC and to the Administrator.
5/6/13 13