Agenda packet — Morgan Hill City Council, October 15, 2025 (part 1 of 2)

City Council
Special/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, October 15, 2025
5:00 p.m. Closed Session
6:00 p.m. Regular Session
Council Chamber Building
17555 Peak Avenue, Morgan Hill, CA 95037
Mayor Turner will participate remotely as follows:

Newport Marriott Hotel
25 America’s Cup
Newport, RI 02840
Public comment shall be allowed from this location.
______________________________________________________________________ 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

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October 15, 2025
2 the Ralph M. Brown Act, the meeting will continue despite technical difficulties for participants using the online option.

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

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

PUBLIC COMMENT
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.

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

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

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

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

SPECIAL MEETING
5:00 p.m. Closed Session

CALL TO ORDER

DECLARATION OF POSTING AGENDA

ROLL CALL ATTENDANCE

CLOSED SESSION

CONFERENCE WITH LABOR NEGOTIATORS
Authority: Pursuant Government Code Section 54957.6
City Negotiators: Christina Turner, City Manager; Donald Larkin, City Attorney; Michael Horta, Human Resources Director; Dat Nguyen, Finance Director; Chris Ghione, Assistant City Manager, Public Services
Employee Organization: Morgan Hill Police Officers Association; AFSCME Local 101 Morgan Hill; Community Service Officers Association; Employees Covered under Management Resolution #23-051

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October 15, 2025
4 CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
Government Code section 54956.9(d)(1)
Name of case: Martha Leticia Valdes, Claim No. 3108548

OPPORTUNITY FOR PUBLIC COMMENT

ADJOURN TO CLOSED SESSION

REGULAR MEETING
6:00 p.m.

SILENT INVOCATION

PLEDGE OF ALLEGIANCE

PROCLAMATIONS
Proclaiming the month of October as Brain Health and Dementia Awareness Month

CITY COUNCIL REPORTS
Mayor Pro Tem Librers

CITY MANAGER'S REPORT

CITY ATTORNEY'S REPORT

OTHER REPORTS

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

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October 15, 2025
5 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 THE SERVICE PROVIDER AGREEMENT RELATED TO THE ADMINISTRATION OF THE CITY'S 457(B) DEFERRED COMPENSATION

PLAN WITH SHUSTER ADVISORY GROUP
Recommendation:

1. Approve the service provider agreement related to the administration of the City's 457(b) Deferred Compensation Plan with Shuster Advisory Group; and

2. Appoint the City Manager as the Plan Administrator; and

3. Authorize the City Manager to execute and administer the related agreements.

2. APPROVE FIRST AMENDMENT TO THE FY 2025-26 COUNTYWIDE SOLID

WASTE SERVICES FOOD RECOVERY PROGRAM CONTRACT WITH JOINT

VENTURE SILICON VALLEY
Recommendation:

1. Approve the first amendment to the FY 2025-26 Joint Venture Silicon Valley consultant agreement to extend the effective date of services from December 31, 2025 to June 30, 2026 and increase the agreement amount by $296,801; and

2. Authorize the City Manager to execute and administer the first amendment to the agreement with Joint Venture Silicon Valley.

3. APPROVE A THREE-YEAR AGREEMENT WITH MAGGIORA BROS
DRILLING, INC IN THE AMOUNT OF $750,000 FOR ON-CALL ROUTINE

AND EMERGENCY REPAIR, MAINTENANCE, AND REHABILITATION OF THE CITY’S WATER WELLS AND BOOSTER STATIONS
Recommendation:

Approve and authorize the City Manager to execute a three-year agreement with Maggiora Bros Drilling, Inc. in the total not-to-exceed amount of $750,000 for oncall routine and emergency repair, maintenance, and rehabilitation of the City’s water wells and booster stations.

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October 15, 2025
6 4. APPROVE AMENDED AND RESTATED CONSULTANT AGREEMENT FOR

DESIGN PROFESSIONALS WITH HYDROSCIENCE ENGINEERS FOR

DESIGN SERVICES RELATED TO THE SEWER TRUNK LINE BETWEEN

MORGAN HILL AND GILROY
Recommendation:

1. Approve Amended and Restated Consultant Agreement for Design Professionals with HydroScience Engineers, Inc. to provide additional services for the New Sewer Trunk Line to Gilroy project for a total not-toexceed amount of $654,238; and

2. Authorize the City Manager to execute and administer the amended and restated consultant agreement.

5. APPROVE SECOND AMENDMENT TO DESIGN SERVICES AGREEMENT

WITH SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS FOR THE

BUTTERFIELD BASIN ONLINE CONVERSION PROJECT FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $293,352
Recommendation:

1. Approve the Second Amendment to the Consultant Agreement with Schaaf & Wheeler Consulting Civil Engineers to provide additional services for the Butterfield Basin Online Conversion Project for a total not-to-exceed amount of $293,352; and

2. Authorize the City Manager to execute and administer the amended consultant agreement.

6. APPROVE AGREEMENT WITH GEOGRAPHIC TECHNOLOGIES GROUP FOR GIS SERVICES IN THE AMOUNT OF $238,173
Recommendation:

Approve an agreement with Geographic Technologies Group for GIS Services in the amount of $238,173.

7. APPROVE AND AUTHORIZE THE CITY MANAGER TO PURCHASE THREE

UTILITIES DIVISION REPLACEMENT VEHICLES
Recommendation:

1. Approve the purchase of a Ford T-350 E Transit Cargo Van from Rush Truck Center in the amount of $75,323 to replace vehicle W18163;

2. Approve the purchase of a Ford F-550 Truck with a Wachs valve turner up-fit from Rush Truck Center in the amount of $254,753 to replace vehicle W15117;

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October 15, 2025
7 3. Approve the purchase of a Vac-Con Combo Jet/Vacuum Truck from Municipal Maintenance Equipment in the amount of $647,687 to replace vehicle S15112; and

4. Authorize the disposal of surplus vehicles in accordance with Section 3.04.400 of the City of Morgan Hill Municipal Code.

8. APPROVE OBJECTIVE DEVELOPMENT STANDARDS CONCESSION AND WAIVER REQUESTS FOR THE MYRTLE – MYRTLE INVESTMENTS

RESIDENTIAL PROJECT
Recommendation:

Adopt a resolution approving the applicant’s request for one concession to the City’s undergrounding requirement and four waivers to the City’s Objective Residential Development Design and Development Standards pursuant to California Density Bonus Law (Gov. Code §65915).

9. APPROVE SEPTEMBER 17, 2025, CITY COUNCIL MEETING MINUTES Recommendation:

Approve the September 17, 2025, City Council Meeting Minutes.

10. AWARD MAINTENANCE SERVICE AGREEMENT FOR ENGINEERED WOOD FIBER AND MULCH TO JET MULCH, INC. IN THE AMOUNT OF $120,000

FOR THE INITIAL TWO-YEAR TERM
Recommendation:

1. Award a maintenance service agreement to JET Mulch, Inc. in the amount of $120,000 for a two-year term, with the option to extend up to three additional consecutive one-year terms; and

2. Authorize the City Manager to execute and administer the agreement and amendments.

11. RECEIVE MONTHLY BUDGET UPDATE AND AUGUST 2025 FINANCIAL

AND INVESTMENT REPORTS
Recommendation:

Receive and file reports.

OTHER BUSINESS

12. INTRODUCE AN ORDINANCE OF THE CITY OF MORGAN HILL AMENDING CHAPTERS 15.08 (BUILDING CODE), 15.12 (ELECTRICAL CODE), 15.16 (MECHANICAL CODE), 15.20 (PLUMBING CODE), 15.44 (FIRE CODE) AND TO ADOPT BY REFERENCE THE 2025 CALIFORNIA BUILDING

STANDARDS CODES KNOWN AND DESIGNATED AS CALIFORNIA CODE OF REGULATIONS, TITLE 24

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October 15, 2025
8 Recommendation:

1. Waive reading;

2. Introduce the ordinance by title; and

3. Set November 19, 2025, at 6:00 p.m. as the date and time for a public hearing to consider adoption of an ordinance.

13. ACCEPT MORGAN HILL TOURISM BUSINESS IMPROVEMENT DISTRICT (MHTBID) OWNERS ASSOCIATION ANNUAL REPORT (DBA VISIT

MORGAN HILL)
Recommendation:

Accept and file the Visit Morgan Hill Annual Report.

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

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October 15, 2025
9 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].

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October 15, 2025
10

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1 CITY COUNCIL STAFF REPORT
MEETING DATE: October 15, 2025
PREPARED BY:

Dat Nguyen, Finance Director
APPROVED BY: City Manager

APPROVE THE SERVICE PROVIDER AGREEMENT RELATED TO THE
ADMINISTRATION OF THE CITY'S 457(B) DEFERRED

COMPENSATION PLAN WITH SHUSTER ADVISORY GROUP

RECOMMENDATION(S)

1. Approve the service provider agreement related to the administration of the City's 457(b) Deferred Compensation Plan with Shuster Advisory Group; and

2. Appoint the City Manager as the Plan Administrator; and

3. Authorize the City Manager to execute and administer the related agreements.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Fostering a Positive Organizational Culture
2024-2025 Strategic Priorities
Fiscal Sustainability
REPORT NARRATIVE:

The City provides an employer-sponsored deferred compensation plan under Section 457(b) of the Internal Revenue Code (“IRC”). The 457(b) Plan provides tax benefits to employees who make deposits into the plan for their retirement. The 457(b) Plan is currently record kept by MissionSquare and Empower, with MissionSquare record keeping a majority of the plan assets and plan participants. As the sponsor of the plan, the City has certain fiduciary duties and responsibilities under State law and Federal law. These duties and responsibilities focus on ensuring the operation and investment of the plan is for the exclusive purpose of providing benefits to participants and beneficiaries. Specifically, fiduciary responsibilities include:
• Investing the assets of the plan;
• Administering the plan; and
• Engaging in a prudent process for making all decisions related to the operation of the plan, including decisions related to the plan's investments and related services.

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1 Staff engaged Shuster Advisory Group to conduct a review of the City’s 457(b) Plan and identify areas where plan design and pricing could be improved. One key finding was that the City was not fully leveraging the scale of the plan by utilizing two record keepers. In response, Shuster requested proposals from both MissionSquare and Empower for consolidating the 457(b) Plan with a single record keeper.

Following a thorough analysis and final negotiations, it was determined that participants would benefit from consolidating with the current record keeper, MissionSquare, due to a significant reduction in costs, as well as an enhanced platform, investment options, and services. Shuster successfully negotiated a 95% reduction in 457(b) record keeping fees with no reduction in services.

Shuster will lead the plan consolidation in coordination with MissionSquare, implementing greater fee transparency, an open architecture institutional investment menu, and fiduciary oversight practices. The estimated positive financial impact to participant accounts from the fee reduction alone is $31 million over a 30-year period (assuming no additional contributions or distributions and a 5% average annual rate of return). This estimate does not include the potential benefits from improved investment performance under the new, higher-quality, comprehensive, and low-cost investment menu, nor any future contributions or distributions.

COMMUNITY ENGAGEMENT:

Inform.

This staff report serves to inform the community that the City intends to enter into a service agreement with Shuster Advisory Group for the administration of the City's 457(b) Deferred Compensation Plan.

ALTERNATIVE ACTIONS:

The City Council could decide not to enter into the service agreement with Shuster. This is not recommended as Plan participants (current and former City employees) would forgo the potential savings from the reduction in fees.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

None.

FISCAL AND RESOURCE IMPACT:

There's no fiscal impact to the City. The fee for service of $34,000 per year will be deducted from Plan assets and will be paid to the consultant by the record keeper.

CEQA (California Environmental Quality Act):

Not a Project.

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

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2 CITY COUNCIL STAFF REPORT
MEETING DATE: October 15, 2025
PREPARED BY:

Kathryn Pisano, Environmental Services Manager
APPROVED BY: City Manager
APPROVE FIRST AMENDMENT TO THE FY 2025-26 COUNTYWIDE

SOLID WASTE SERVICES FOOD RECOVERY PROGRAM CONTRACT

WITH JOINT VENTURE SILICON VALLEY

RECOMMENDATION(S)

2. Authorize the City Manager to execute and administer the first amendment to the agreement with Joint Venture Silicon Valley.

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

The purpose of this report is to recommend approval of a First Amendment to the City's consultant agreement with Joint Venture Silicon Valley (JVSV) for the administration and implementation of the FY 2025-26 Santa Clara County Food Recovery Program (Attachment 1). The cost of the agreement is fully offset by revenue from participating jurisdictions.

In July 2021, City of Morgan Hill staff began providing Technical Advisory Committee (TAC) Administrator and Contracting Agent roles for administering the work of the Countywide Solid Waste Services (CSWS) Program. One of the largest contracts the City administers is for the Santa Clara County Food Recovery Program (Food Recovery Program), which is required under State of California law (SB 1383). The Food Recovery Program focuses on the collection of food from specified food-generating businesses and the redistribution of that food to feed people in need. The agreement supports implementation of the Food Recovery Program, which includes base operations to reach minimum compliance with SB 1383 compliance requirements for food recovery programs, as well as program enhancements to launch a Recovered Food Hub, develop a Food Recovery Organization Mentoring Program, and draft an Enhanced Engagement Toolkit for generators of recovered food.

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2 The FY 2025-26 Agreement with JVSV supports services for the period July 1, 2025- December 31, 2025. The proposed First Amendment will extend the timeline for these services through June 30, 2026, and increase the amount from $296,801 to $593,602.

The initial FY 2025-26 Agreement was executed for six months of services due to the timing of funding contributions from participating jurisdictions. The revenue is expected to be fully received by Fall 2025 for the services through June 2026.

COMMUNITY ENGAGEMENT:

Not Applicable.

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

ALTERNATIVE ACTIONS:

The City Council could decline approval of the first amendment. In this scenario, the City would be unable to administer the Food Recovery Program, which is work that participating jurisdictions have asked that the City implement in its role as the CSWS Contracting Agent and Administrator.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council has not taken prior action on this agreement. Per Ordinance 2321, purchases up to $300,000 can be made under the City Manager's purchasing authority if made exclusively with Countywide funds for the administration of the CSWS Program.

As the agreement for the first six months of FY 2025-26 was $296,801, it was approved via City Manager authority on June 26, 2025.

FISCAL AND RESOURCE IMPACT:

The First Amendment to the 2025-26 agreement increases the amount from $296,801 to $593,602. The Agreement and the proposed First Amendment are fully funded by jurisdiction contributions and will have no impact on the City's General Fund. Funding is included in the FY2025-26 Budget in Fund 246 Countywide Solid Waste Program.

Administering this program assists Morgan Hill in having a strong say in countywide programming and leadership in countywide solid waste management.

CEQA (California Environmental Quality Act):

Not a Project.

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

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1 FIRST AMENDMENT TO AGREEMENT
JOINT VENTURE: SILICON VALLEY NETWORK

AKA JOINT VENTURE SILICON VALLEY
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 JOINT VENTURE: SILICON VALLEY NETWORK, a California nonprofit corporation ("CONSULTANT" or “JOINT VENTURE”), 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” made as of June 26, 2025, and extending to December 31, 2025 for consultant services for a maximum compensation of Two Hundred Ninety Six Thousand Eight Hundred One Dollars ($296,801.00) (“CONSULTANT AGREEMENT”). The CONSULTANT AGREEMENT is attached as Exhibit “1” to this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

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

A. Paragraph 2 shall be amended and replaced in its entirety by the following:
"2. Term of Agreement. This Agreement shall be effective and cover services rendered from June 26, 2025, until June 30, 2026. The City Manager is authorized to extend the term of this Agreement, provided the compensation does not exceed the City Manager’s authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

Any such extension shall be in writing and signed by both parties to this Agreement." B. Paragraph 4.1 shall be amended to reflect the increased total compensation that shall not exceed FIVE HUNDRED NINETY THREE THOUSAND SIX HUNDRED TWO DOLLARS ($593,602.00).

C. Paragraph 4.1 and 4.2 shall be amended to have all references to “Exhibit B” be updated to reference the revised rates and basis set forth in Exhibit B-1, effective January 1, 2026, that is herein incorporated by this reference.

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”

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2 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.

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, 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 Larkin, City Attorney
JOINT VENTURE: SILICON VALLEY

NETWORK
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
President & CEO

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BASE
Activity
Original Agmt
July to Dec 2025
First Amendment
Jan to June 2026 Total Cost
Contractor: Data Entry, Tier ID research 1,650.75 1,650.75 3,301.50 Travel, including inspections 750.00 750.00 1,500.00
Staff Time: Executive Director (15%);
Associate Director (10%); Program
Manager (70%); Inspector/Educator 64% 112,500.00 112,500.00 225,000.00 Technology: Database and extension
subscriptions, hot spot, etc. 1,900.00 1,900.00 3,800.00 Printings, mailings, and other supplies as
needed 3,250.00 3,250.00 6,500.00
Overhead 30,012.75 30,012.75 60,025.50
TOTAL BASE 150,063.50 150,063.50 300,127.00

ENHANCEMENTS
Project Activity
Cost
July to Dec 2025
Cost
Jan to June 2026 Total Cost
Recovered Food Hub Launch
Staff time: Project Lead and contractor
support 27,890.00 27,890.00 55,780.00
Hub lead organizations planning stipends 11,000.00 11,000.00 22,000.00 Program Overhead, 20% 9,722.50 9,722.50 19,445.00
SUBTOTAL-Recoverd Food Hub Launch 48,612.50 48,612.50 97,225.00 Food Recovery Organization
Mentoring Program Staff time: Project Lead 10,000.00 10,000.00 20,000.00 Fees for 5-10 organizations 25,000.00 25,000.00 50,000.00 Program Overhead, 20% 8,750.00 8,750.00 17,500.00
SUBTOTAL-Food Recovery Organization
Mentoring Program 43,750.00 43,750.00 87,500.00
EFG Enhanced Engagement
Toolkit
Staff time: Project Management, material
creation, FRO/generator engagement 25,500.00 25,500.00 51,000.00 Vendor fees and printing 5,000.00 5,000.00 10,000.00
Funding for FRO customization and
distribution of the toolkit. A combination of
staff time and FRO stipends 13,000.00 13,000.00 26,000.00 Program Overhead, 20% 10,875.00 10,875.00 21,750.00
SUBTOTAL-EFG Enhanced Engagement
Toolkit 54,375.00 54,375.00 108,750.00
TOTAL ENHANCEMENTS 146,737.50 146,737.50 293,475.00
ORIGINAL AGREEMENT AMT: JULY TO DEC. 2025 296,801.00
FIRST AMENDMENT AMOUNT: JAN. TO JUNE 2026 296,801.00
FY 25-26 REVISED TOTAL AGREEMENT AMOUNT 593,602.00
Exhibit B-1

REVISED SCHEDULE OF COMPENSATION
FY 25-26 -JVSV - FOOD RECOVERY PROGRAM CONSULTANT AGREEMENT

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD

CONSUL TANT AGREEMENT
Joint Venture Silicon Valley
THIS AGREEMENT is entered into and becomes effective on 6/26/2025 (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, in its capacity as contracting agent on behalf of the County of Santa Clara Recycling and Waste Reduction Commission Implementation Committee ("CITY"), and Joint Venture Silicon Valley a California corporation ("CONSUL TANT") hereinafter referred to collectively as "Parties." In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

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

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until December 31, 2025 at which time CONSULTANT'S services shall be completed. The City Manager is authorized to extend the term of this Agreement provided the compensation does not exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSUL TANT shall be the Santa Clara County FY 25-26 Food Recovery Program as further described in Exhibit A.

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

4.1. Amount. $296,801.00. Total compensation to CONSUL TANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Two Hundred Ninety-Six Thousand Eight Hundred One dollars and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSUL TANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

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

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD 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 CONSUL TANT's equipment at a CITY site while CONSUL TANT is performing work or service pursuant to this Agreement, CONSUL TANT will first obtain the consent of CITY's City Manager, or his/her delegate, to do so, and any such storage shall occur only in the manner and location allowed by such CITY official and entirely at CONSUL TANT's sole risk.

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

7.1. Insurance Types and Amounts.

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

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD Liability) against claims and liabilities for personal injury, death, or property damage providing protection in the minimum amount of: (i) one million dollars ($1,000,000.00) combined single limit for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

7.1.3. Workers' Compensation Insurance and Employer's Liability. 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 CONSUL TANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater. If CONSUL TANT is self-insured, 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 CONSUL TANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

7.1.5. Professional Liability.

7.1.5.1. If the performance of CONSUL TANT's work or service under this Agreement involves professional and/or technical services (examples include, but are not limited to, architects, engineers, land surveyors, and appraisers), 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 CONSUL TANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater. Further, if CONSUL TANT maintains a claims-made policy, CONSUL TANT shall provide written evidence of such insurance to the CITY for at least five (5) years after the completion of work performed under this Agreement.

7.1.5.2. If the performance of CONSUL TANT's work or service under this Agreement relates to Information Technology or related services (examples include, but are not limited to computer programmers, software designers, hardware engineers, or other systems consultants), CONSUL TANT shall procure and maintain a claims made Errors and Omission liability insurance, including Cyber Liability and Data Breach, in the minimum amount of: (i) one million dollars ($1,000,000.00) each claim, or (ii) the maximum amount of such insurance available to CONSUL TANT under CONSUL TANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.
3 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD

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 CONSULTANT under CONSULTANT's combined insurance policies (including any excess or "umbrella" policies), whichever is greater.

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

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

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

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

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

7.2.1.3. "Primary and Non-Contributing" - Insurance shall be endorsed to be primary and non-contributory and will not seek contribution from the City's insurance or selfinsurance and shall be at least as broad as ISO Form CG 20 01.

7.2.2. Workers Compensation.

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

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

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD CITY. A "material change" is a change that results in non-compliance with any insurance requirements in this section 7. Certificates, including renewal certificates, may be mailed electronically to [email protected] or delivered to the Certificate Holder address provided herein.

Certificate Holder address:

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

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

9. Compliance with Law.

9.1. CONSUL TANT and its officers, employees, agents, and subcontractors shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in carrying out their obligations under this Agreement. CONSUL TANT and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon any basis prohibited by State or Federal law, including but not limited to race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

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

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

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

AGREEMENT, CONSUL TANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

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

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

ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH - OR HAS REACHED

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

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 5 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD 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.

CONSUL TANT 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).

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 CONSUL TANT is as follows:
6 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD Joint Venture Silicon Valley
Robin Franz Martin, Executive Director, Silicon Valley Food Recovery Program P.O. Box 720010
San Jose, CA 95172
Address of CITY is as follows:

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

17. Familiarity with Work. By executing this Agreement, 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 as represented 7 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD by CITY, it shall immediately inform CITY and shall not proceed, except at CONSULTANT'S risk, until written instructions are received from CITY.

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

19. No Assignment. Neither this Agreement nor any portion shall be assigned by CONSUL TANT, without prior written consent of CITY. Any attempted assignment not first approved by CITY shall be 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. CONSUL TANT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless CITY, its elected or appointed officials, boards, agencies, officers, agents, employees, and volunteers ("INDEMNITEES") from and against any and all claims, liabilities, expenses, liens, or damages of any nature, including liability for bodily injury, property damage or personal injury, and including reasonable attorneys' fees and expenses, that arise out of, pertain to, or relate to the performance of this Agreement or the failure to comply with any obligations contained in this Agreement by CONSUL TANT, and/or its agents, officers, employees, subcontractors, or independent contractors ("CLAIM").

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

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

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

21.5. Interpretation. This Section shall constitute an agreement or contract of indemnity, incorporating the interpretations under California Civil Code Section 2778. It is expressly understood and agreed that the obligation of the 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. 8 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD

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

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.

30. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. 9 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD

31. 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:

Signed by:
(\,ti� fj..ffY>W
itf!©le:rk1Oeputy City Clerk
Michelle Bigelow
Print Name
Date: 6/26/2025
APPROVED AS TO FORM:

Donald A. Larkin �'""'""
,
""
O()IAALt1v fdilA,
City Attorney 45E6Fo273EA24ec
Print Name
Date: 6/23/2025
Christina J. Turner
Print Name
Date: 6/26/2025 ==�-----------

JOINT VENTURE SILICON VALLEY
By:
,��
Russ Hancock, CEO
Print Name and Title of Signer.

If Corporate: Chairman, President or
Vice President
Date: 6/20/2025
By:

Ashley Raggio, COO
Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
Date: 6/20/25
U:\Legal Forms\Consultant Agreements\City Standard Consultant Agreement.Docx 10 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD "Base" Food Recovery Program

EXHIBIT A

SCOPE OF SERVICES
The Santa Clara County Food Recovery Program will utilize efficient systems and protocols, developed in previous years, to conduct ongoing activities. The Program will continue to develop and refine systems and protocols as new aspects of the law are implemented.

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

B. In the event of a CalRecycle Implementation Schedule for a food recovery capacity shortfall identified during a Santa Clara County Edible Food Recovery Capacity Assessment, The Program will work to develop the Implementation Schedule with CalRecycle and manage the effort to fund necessary capacity improvements as outlined in the Schedule. Additional Base Program costs beyond the allowable 10% yearly increase may be needed. The RWRC will review and approve or deny any needed budget changes. Funds will be collected based on the number of edible food generators and their auxiliary sites in each Jurisdiction.

C. Shall conduct a review, each fiscal year, of potential new edible food generators, to ensure that as businesses open in Santa Clara County the appropriate regulated entities are added to the lists. Closing businesses will be identified during the reporting process and be eliminated from the lists.

D. Shall provide the Jurisdictions with the information and data necessary for the Jurisdictions to make their required reports to the California Department of Resources, Recycling and Recovery ("Cal Recycle").

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

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

G. Shall fulfill and endeavor to exceed the annual education requirement for the Jurisdictions and provide the data needed for Jurisdictions to complete required CalRecycle reports.

H. Solicit required Food Recovery Reports from generators and Food Recovery Organization/Services, compile and provide the results to Jurisdictions for inclusion in the Implementation Records, and to Santa Clara County for use in future Capacity Planning efforts.

I. Shall conduct inspections and monitoring in compliance with CalRecycle expectations for Edible Food Generators and Food Recovery Organizations and Services.

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

K. The Program shall represent the interests of the Program with other entities, counties, and Cal Recycle.

L. The Program will develop procedures and timelines for cities and unincorporated County to encourage uniformity in enforcement, which the Cities and County would be encouraged to follow.

M. The Program shall create reports about Program activities each year in September, ahead of the budgeting process for the next fiscal year. These reports shall include a narrative about the Food Recovery Program activities, statistics, total number of pounds of food recovered as reported by Food Generators and Food Recovery Organizations ("FROs"), and any additional information 11 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD needed by the Jurisdictions. Statistics about food waste prevention and food recovery in Santa Clara County will be shared publicly.

Additional Deliverables
• Target outreach and conduct in-depth technical assistance to Tier 2 generator types with more complex food recovery needs/systems, such as malls, school districts, and restaurants
• Inspect at least 10% of generators per jurisdiction
• Continue to strive to serve as a model program, and adapt systems and protocols based on learnings from the field and other jurisdictions, and updated guidance from Cal Recycle.

ENHANCEMENTS
Recovered Food Hub Launch
At the end of FY 24-25, the Hubs project had determined that 3 workgroups, North, Central, and South, would carry out the planning for each potential site, as well as map out operational needs.

Joint Venture will manage these groups. A project proposal was completed, and it was determined that before formal funding applications take place, that 3 lead organizations would be established.

Santa Clara County will likely work with Joint Venture to determine how to select lead organizations.

Deliverables

1. Work with Santa Clara County to choose sites/lead organizations based on 24-25 stakeholder engagement

2. Begin permitting or planning processes, as needed, working with workgroups and lead organizations on operational planning

3. Fundraise for project, as scoped out in 24-25
Food Recovery Organization Mentoring Program
Develop a mentoring program designed to pair food recovery organizations experienced at recovering, storing, and safely distributing prepared foods with nonprofits interested in starting or expanding their own programs. Organizations have been identified through the Small Capacity Grants program and other technical assistance that would like to enter the space, and more knowledge and experience transfer is needed.

Deliverables

1. Develop application and criteria for potential mentors and mentees

2. Design mentorship contracts for use between partners

3. Distribute funding to those willing to participate
Enhanced Engagement Toolkit
This initiative will develop various collateral and content to support FROs to accomplish many of the business engagement recommendations laid out in the Making the Most report. The Food Recovery Initiative will also use the material directly with generators to provide more intensive technical assistance, beyond what is required under SB 1383 and currently being jointly funded by the jurisdictions. The content will draw from existing best practices and content, so as not to reinvent the wheel.

Deliverables

1. Create additional prevention, recovery, and measuring/targeting of high carbon footprint foods content tailored by sector, food type and business type, including a potential focus on culturally-specific food items (electronic, print and/or video depending on budget and assessment of need).
12 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD

2. Prepare influencer testimonials and case studies from generators already doing prevention/recovery, to inspire others and support peer-to-peer messaging.

3. Create templates that FROs can adapt and customize to support collaborative training efforts, food safety, volunteer programs, front line staff training, and business engagement (to include templated trainings/communications, best practices, conversation prompts and/or case studies)

4. Create sample food recovery signage for use in generator locations

5. Develop a process for FROs to offer input on the creation of the toolkit (including offering stipends), as well as a process to support customization and distribution by FROs

6. Distribute some materials to generators directly, in addition to FRO distribution 13 Updated November 2024

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD BASE

ENHANCEMENTS
Project
Recovered Food Hub
Launch
Food Recovery
Organization Mentoring
Program
EFG Enhanced
Engagement Toolkit

EXHIBIT B

SCHEDULE OF COMPENSATION
Activity
Contractor: Data Entry, Tier ID research
Travel, including inspections
StaffTime: Executive Director (15%); Associate Director (10%); Program Manager (70%); Inspector/Educator 64%
Technology: Database and extension subscriptions, hot spot, etc.

Printings, mailings, and other supplies as needed
Overhead

TOTAL BASE
Activity
Staff time: Project Lead and contractor support
Hub lead organizations planning stipends
Program Overhead, 20%
SUBTOTAL-Recoverd Food Hub Launch
Staff time: Project Lead
Fees for 5-10 organizations
Program Overhead, 20%
SUBTOTAL-Food Recovery Org Mentoring Program
Staff time: Project Management, material creation,
FRO/generator engagement
Vendor fees and printing
Funding for FRO customization and distribution of the toolkit.

A combination of staff time and FRO stipends
Program Overhead, 20%
SUBTOTAL-EFG Enhanced Engagement Toolkit

TOTAL ENHANCEMENTS
TOTALJULYTO DECEMBER2025
Cost
July to Dec 2025
1,650.75
750.00
112,500.00
1,900.00
3,250.00
30,012.75
150,063.50
Cost
July to Dec 2025
27,890.00
11,000.00
9,722.50
48,612.50
10,000.00
25,000.00
8,750.00
43,750.00
25,500.00
5,000.00
13,000.00
10,875.00
54,375.00
146,737.50
296,801.00

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Docusign Envelope ID: A104F625-620E-47B2-AA45-87CC0B0E08CD

EXHIBIT C

SCHEDULE OF PERFORMANCE
Please see scope of work descriptions in Exhibit A with deliverables stated. 15 Updated November 2024

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3 CITY COUNCIL STAFF REPORT
MEETING DATE: October 15, 2025
PREPARED BY:

Inga Alonzo, Management Analyst
APPROVED BY: City Manager

APPROVE A THREE-YEAR AGREEMENT WITH MAGGIORA BROS
DRILLING, INC IN THE AMOUNT OF $750,000 FOR ON-CALL

ROUTINE AND EMERGENCY REPAIR, MAINTENANCE, AND
REHABILITATION OF THE CITY’S WATER WELLS AND BOOSTER

STATIONS

RECOMMENDATION(S)
Approve and authorize the City Manager to execute a three-year agreement with Maggiora Bros Drilling, Inc. in the total not-to-exceed amount of $750,000 for on-call routine and emergency repair, maintenance, and rehabilitation of the City’s water wells and booster stations.

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

The City of Morgan Hill operates 16 water wells and 10 pump (booster) stations to meet the City’s water demand. Maintenance of the water pumping systems is specialized work that requires the use of qualified contractors.

The City’s wells are equipped with a combination of submersible and vertical turbine pumps, ranging in size from 40 to 150 horsepower. Pump depth ranges from 220 feet to 290 feet, and pump columns range in size from 6 inches to 10 inches in diameter.

The maintenance of these well pumps includes the removal and replacement of pumps, well casing removal, repairs and installations, water well video inspections, electric motor repairs, and a variety of replacement parts.

The booster stations contain 32 pumps ranging in size from 3 hp to 150 hp.

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3 Maintenance of those stations includes repairs and/or replacement of equipment, such as but not limited to pumps and motors, valves, meters, various mechanical and electrical components, and testing and calibration of the pump systems.

A Request for Proposal (RFP) was issued in June 2025 to select one or two contractors for on-call repair, maintenance, and rehabilitation for the City’s water wells and pump stations. The RFP was advertised in the Morgan Hill Times. Additionally, it was posted to the City’s website and Public Purchase website. The City received three proposals for this RFP from Layne Christensen, Maggiora Brothers, and Zim Industries.

Current State of California Department of Industrial Relations (DIR) registrations, C-57 Well Drilling licenses, and D-21 Machinery Pumps licenses were confirmed for all three contractors before submittals were reviewed. An evaluation team of four City staff members reviewed and scored the submittals based on criteria including experience, qualifications, capability, references, quality of the proposal, and fee schedule. The average weighted scores of the evaluators are provided below, with Maggiora Bros Drilling rating highest overall. Therefore, staff recommends the award of this contract to Maggiora Bros Drilling, Inc.

COMMUNITY ENGAGEMENT:

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3 Inform.

This staff report serves to inform the community of this proposed agreement for the maintenance, repair, and rehabilitation of the City’s water wells and pump stations.

ALTERNATIVE ACTIONS:

Staff recommends that Council award the maintenance service contract to Maggiora Bros Drilling; however, Council may consider different alternatives:
• Reject all proposals; this action will delay scheduled maintenance service of water infrastructure and, as such, may risk the ability to meet water demand due to system failure.
• Go with another proposer. This action will not be in the best interest of the City, as staff has vetted each proposer to ensure the City selects the most responsible bidder.
• Award the contract to more than one of the proposers. This action is not recommended. Although the proposal allowed for contracting with one or two contractors, there is a significant increase in pricing between Maggiora Bros Drilling and the next most qualified contractor.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On June 2, 2021, Council approved an agreement with Salinas Pump Company for water well services in the amount of $750,000.

FISCAL AND RESOURCE IMPACT:

Funding for this three-year agreement is in the Council approved Capital Improvement Program Budget, project WA6003, Water Facility Rehabilitation.

CEQA (California Environmental Quality Act):

Categorical Exemption
This project is Categorically Exempt pursuant to Section 15301 of CEQA Guidelines because the work to be performed is repair, maintenance and/or minor alteration of existing well and pump station facilities involving no expansion of existing use.

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4 CITY COUNCIL STAFF REPORT
MEETING DATE: October 15, 2025
PREPARED BY:

David Gittleson, Associate Engineer
APPROVED BY: City Manager

APPROVE AMENDED AND RESTATED CONSULTANT AGREEMENT

FOR DESIGN PROFESSIONALS WITH HYDROSCIENCE ENGINEERS

FOR DESIGN SERVICES RELATED TO THE SEWER TRUNK LINE

BETWEEN MORGAN HILL AND GILROY

RECOMMENDATION(S)

2. Authorize the City Manager to execute and administer the amended and restated consultant agreement.

The Cities of Morgan Hill and Gilroy maintain a Joint Trunk System that conveys sewer flow from both cities to the South County Regional Wastewater Authority (SCRWA) Wastewater Treatment Plant south of the City of Gilroy. Currently, Morgan Hill’s wastewater is conveyed by a single trunk line that traverses south of Morgan Hill, within unincorporated San Martin, and the City of Gilroy. The City’s Sewer Master Plan calls for a second trunk line to be built to the treatment plant to provide the necessary capacity for the City’s growth over the horizon of the 2035 General Plan. Construction of the secondary trunk line began in 2006, with the most recent phase from California

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4 Avenue to Highland Avenue completed in 2016. The final segment, currently under design by Hydroscience Engineers, Inc., totals approximately 7 miles in length and extends from Highland Avenue to Renz Lane (Attachment 1).

HydroScience Engineers, Inc. was initially awarded a professional design services agreement through a Request for Proposal (RFP) process on May 4, 2016, for $651,760 to prepare plans and specifications to design a portion of the new sewer trunk line from Highland Avenue to Cohansey Avenue. Since 2016, seven amendments have been approved, totaling $2,059,956 to complete the entire design from Cohansey Avenue to Renz Lane. Since the original agreement is over 9 years old, the City Attorney's Office recommended that staff execute a new consultant agreement rather than proceed with an eighth amendment.

Additional funds are needed for HydroScience Engineers, Inc. to complete the design and provide engineering support during construction. The additional funding will be utilized by HydroScience Engineers, Inc. to: investigate and incorporate any recent development activity within project limits, additional coordination with the City of Gilroy and the County, and provide engineering services during construction. Services during construction include: meetings, site visits, reviewing RFI's, submittals, change orders, and providing record drawings. Thus, the proposed consultant agreement (Attachment 2) with HydroScience Engineers, Inc. represents the overall effort to complete the sewer trunk line design and provide construction support services for a cost not to exceed $654,238.

The project is currently at the 100% design completion level with only one easement left to acquire from PG&E. PG&E is in the process of granting the easement to the City.

However, PG&E had to obtain permission from the Public Utilities Commission first, which occurred recently on October 9, 2025. Additionally, the final design is undergoing final reviews by the County of Santa Clara and the City of Gilroy.

Once the design is approved by the City of Gilroy and County of Santa Clara, the necessary easement from PG&E is secured, and funding for the project is secured, the project will be ready for bidding. Construction is anticipated to begin in summer 2026, pending funding approvals.

COMMUNITY ENGAGEMENT:

City staff is coordinating with the City of Gilroy and the County of Santa Clara to provide regular project status updates. All impacted property owners and businesses will be contacted and consulted prior to construction, which includes residents of San Martin.

This project is unique as it will affect other communities to the south of the City, but has no significant construction impacts for City residents.

ALTERNATIVE ACTIONS:

City Council could decide not to execute this amended and restated consultant agreement with HydroScience Engineers. However, this would prevent the completion of the plans and specifications and would delay the overall project delivery. In addition,

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4 not executing the amended and restated agreement would provide no design support during construction, which could cause project delays and increase costs.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

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

On April 19, 2017, City Council approved the acceleration of the sewer trunk line and an award of a first amendment with Hydroscience Engineers, Inc. for design services for a total contract amount of $1,173,660.

On December 4, 2019, City Council approved the Second Amendment with Hydroscience Engineers, Inc. for an additional amount of $531,050 for additional engineering services.

On December 15, 2021, City Council approved the Mitigated Negative Declaration and Fourth Amendment with Hydroscience Engineers for additional services related to the new Sewer Trunk line between Morgan Hill and Gilroy.

On December 6, 2023, City Council approved the Sixth Amendment with HydroScience Engineers for additional services related to the new Sewer Trunk line between Morgan Hill and Gilroy.

On April 2, 2025, City Council authorized the City Manager to submit a loan application to the Water Infrastructure Finance and Innovation Act (WIFIA) for the construction of a new sewer trunk line.

FISCAL AND RESOURCE IMPACT:

There are sufficient funds available for these additional services in the FY 2024/25 - FY 2029/30 Capital Improvement Program (CIP) budget under CIP Project WW3008, New Trunk Line, utilizing the Sewer Impact Fund (Fund 641). With City Council’s approval of this amended and restated consultant agreement, the total not to exceed contract amount would become $654,238.

CEQA (California Environmental Quality Act):

Project.

David J. Powers prepared an Initial Study (IS) to identify and mitigate all environmental impacts as defined in Section 15378 of the State CEQA Guidelines. On December 15, 2021, City Council approved the Mitigated Negative Declaration for the new Sewer Trunk line between Morgan Hill and Gilroy.

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HARDING AVE SANTA TERESA BLVD

HIGHLAND AVE MONTEREY HWY
HWY 101

MURRAY AVE

LEAVESLEY RD

CHESTNUT ST

CAMINO ARROYO
DAY RD

LAS ANIMAS AVE

MASTEN AVE
7TH ST

COHANSEY AVE RENZ LN
MILLER SLOUGH TRUNK SEWER SOUTH OF HIGHLAND PROJECT AREA FIGURE 1 CITY OF MORGAN HILL TIE-IN TO CITY OF GILROY/MORGAN HILL RELIEF SEWER TRUNK

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1 Updated August 2024

AMENDED AND RESTATED CONSULTANT AGREEMENT FOR DESIGN

PROFESSIONALS
HydroScience Engineers, Inc.

THIS AMENDED AND RESTATED AGREEMENT is entered into and becomes effective on (Effective
Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and HydroScience Engineers, Inc. a California corporation ("CONSULTANT") hereinafter referred to collectively as “Parties.”

RECITALS
WHEREAS, in May 2016, the Parties entered into a design agreement for $651,760 for the design of a sewer truck segment between Highland Avenue in San Martin and Cohansey Avenue in Gilroy; WHEREAS, the original design agreement was amended in April 2017, December 2019, December 2021, and December 2023 to add additional services related to the sewer trunk line and to increase the not to exceed amount; and
WHEREAS, the Parties wish to further amend the agreement to complete the final design and to provide engineering support during construction.

Therefore, in consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

1. City Authority. This Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on , , 20 .

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until December 31, 2028 at which time CONSULTANT’S services shall be completed.

The City Manager is authorized to extend the term of this Agreement provided the compensation does not exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council. Any such extension shall be in writing and signed by both Parties to this Agreement.

3. Scope of Service. The services to be performed by CONSULTANT shall be to provide supplementary design and engineering services during construction as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $654,238.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Six Hundred Fifty Four Thousand and Two Hundred Thirty Eight dollars and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

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

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

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

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

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

7.1. Insurance Types and Amounts.

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

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

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

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

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

Coverage shall be provided for both work performed on site, as well as during the transport of hazardous materials. Such coverage shall be in the minimum amount of: (i) one million dollars ($1,000,000.00) for any one accident or occurrence, or (ii) the maximum amount of such insurance available to CONSULTANT under CONSULTANT’S combined insurance policies (including any excess or “umbrella” policies), whichever is greater.

7.1.5. Professional Liability.

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

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

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

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

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

7.2.1.1. “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.

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

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

Certificate Holder address:

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

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

9. Compliance with Law.

9.1. CONSULTANT and its officers, employees, agents, and subcontractors shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in carrying out their obligations under this Agreement. CONSULTANT and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon any basis prohibited by State or Federal law, including but not limited to, race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement.

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

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

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

AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE

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

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

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

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

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

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

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

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Address of CONSULTANT is as follows:

HydroScience Engineers, Inc.
4055 Evergreen Village Square, Suite 250
San Jose, CA 95135
Address of CITY is as follows:

Mr. David Gittleson P.E.

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

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

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

16. Maintenance of Records.

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

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

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

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

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

Should CONSULTANT discover any conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY and shall not proceed, except at CONSULTANT'S risk, until written instructions are received from CITY.

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

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

21. Defense and Indemnification.

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

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

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

21.4. Not limited by insurance. The indemnity, defense and hold harmless provisions of this Agreement apply to all CLAIMS alleged against an INDEMNITEE, regardless of whether

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

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

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

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

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

25. Notice of Security and/or Privacy Incident. If CONSULTANT, or its subconsultant, suspect, discover or are notified of a data security incident or potential breach of security and/or privacy relating to CITY PII, PHI and/or PCI, CONSULTANT shall immediately, but in no event later than forty-eight (48) hours from suspicion, discovery or notification of the incident or potential breach, notify CITY of such incident or potential breach. CONSULTANT shall, upon CITY’s request, investigate such incident or potential breach, inform the CITY of the results of any such investigation, and assist the CITY in maintaining the confidentiality of such information. In addition to the foregoing, CONSULTANT shall provide CITY with any assistance necessary to comply with any state and/or federal laws requiring the provision of notice of any privacy incident or security breach with respect to any CITY PII, PHI and/or PCI to the affected or impacted individuals and/or organizations, in addition to any notification to applicable state and federal agencies. CONSULTANT agrees that it shall reimburse CITY for all expenses, costs, attorneys’ fees, and resulting fines, penalties, and damages associated with such incident, breach, investigation and/or notification.

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

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

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

30. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. / / /
/ / /
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IN WITNESS THEREOF, these Parties have executed this Agreement on the day and year shown below.

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

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

APPROVED AS TO FORM: HydroScience Engineers, Inc.

Donald A. Larkin
City Attorney By:

Print Name Print Name and Title of Signer.

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

By:

Print Name and Title of Signer.

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

U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx

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EXHIBIT A

SCOPE OF SERVICES
Date: September 23, 2025
Client: City of Morgan Hill Contact: David Gittleson, P.E.

Project: Sewer Relief Trunk Line Project (from Renz to Highland)

SCOPE OF WORK FOR ADDITIONAL DESIGN SERVICES AND ENGINEERING SERVICES

DURING CONSTRUCTION
This document presents the proposed scope of work and tasks to provide supplementary design and Engineering Services During Construction (ESDC) for the subject project. The billing rates for these services will be based on HydroScience’s current published Standard Schedule of Billing Rates, updated annually. A 3% annual rate escalation is incorporated into the fee calculation.

Scope of Services:

Task A – Supplementary Design:

After submitting 90% Design Submittal, HydroScience collected and addressed multiple sets of review comments from the County of Santa Clara and City of Gilroy. These review comments triggered the need to modify the design in ways that were not minor, including modifying pipeline alignments, shifting and adding manholes, preparing traffic control exhibits, identifying potential staging areas, and creating new drawing sheets and new drawing details. At Gilroy’s request, the plans for this project will now include pavement rehabilitation work from Gilroy’s CIP list. Morgan Hill’s contractor will perform the pavement rehab work as part of the sewer trunk project.

HydroScience also collected, reviewed, and incorporated future developments (seven total) into the 100% Plans. HydroScience has submitted the 100% Plans. Once final comments are received, HydroScience will finalize the plans and specifications for bidding. The City will incorporate WIFI requirements into the boilerplate front end specifications.

HydroScience’s standard billing rates have changed for 2025 and are subject to a 3% per year increase. The attached fee schedule calculates average billing rates over the remainder of the project.

Task B – Engineering Services During Construction:

HydroScience will provide engineering support services during the construction phase as follows:

Conformed Plans and Specifications
HydroScience will compile the conformed plans and specifications to include any changes made during the bid period.

Pre-Construction Meeting
HydroScience will attend the pre-construction meeting (by 2 team members). The meeting location is assumed to be the Morgan Hill City offices.

Submittals
HydroScience will review submittals for conformance to the contract documents, design intent, County and City standards, and project goals to minimize public impacts and avoid construction delays.

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Addressing up to 40 submittals plus 50% resubmittals is included.

An allowance is included for our geotechnical engineering and trenchless specialist subconsultants to review and respond to submittals relevant to their areas of expertise.

Construction Progress Meetings and Site Visits
The Project Manager’s attendance at regular construction progress meetings is primarily covered in the CM and Inspection Assistance scope and fee, proposed under separate cover. An additional 252 hrs of professional services is included in this Amendment to cover additional staff attendance as required. This may include attendance by our Senior Technical Expert, Eric Petrel, or by additional support staff.

A budget of 160 hrs is included for HydroScience staff to visit the site on an as-needed basis to observe existing conditions or construction activity relating to issues requiring the engineer’s attention.

Addressing up to 88 construction meetings and 12 site visits is assumed.

RFIs and General Assistance
HydroScience will respond to contractor requests for information (RFIs). Addressing up to 40 RFIs is included.

HydroScience will provide general email and telephone support to the City Project Manager and inspectors, Construction Manager, and the Contractor.

An allowance is included for our geotechnical engineering and trenchless specialist subconsultants to review and respond to RFIs and provide general assistance on an as-needed basis.

Change Orders and Field Orders
HydroScience will review change order requests and field orders, and assist the City in preparation of responses. Addressing up to five (5) change orders and (10) field orders is included.

Record Drawings
HydroScience will prepare “as-built” record drawings from the Contractor’s redline markups (one set) upon completion of construction. This scope assumes the Contractor will keep diligent redline markups and notes that are legible and complete. Minor effort is included for correspondence with the City for clarifications on the redlines.

Deliverables:
• Conformed Project Plans, (pdf file and an electronic copy in an editable format such as AutoCAD 2023).
• Conformed Project Specifications (pdf file, and an electronic copy in an editable format such as Microsoft Word and Excel)
• Submittal review comments and responses (pdf file)
• Responses to RFIs (pdf file)
• Change Order comments and responses (pdf file)
• Field Order comments and responses (pdf file)
Joint Sewer Relief Trunk from Renz to Highland
Scope of Work for Additional Design Services and Engineering Services During Construction September 23, 2025

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Proposed Fee
The fee to complete this scope of work is presented in Attachment A. The breakdown of labor hours by task and subtask is a guide only; the total fee governs.

Billing rates have been adjusted to the current 2025 rates for all staff classifications, with a 3% escalation rate accounted for to complete the project by first quarter of 2028. Professional services will be billed on a time-and-materials basis, not to exceed the total fee without prior approval by the City.

Contract Summary Fee
This Scope $654,238
Total Contract Budget $654,238
HydroScience appreciates the opportunity to continue providing professional engineering services to you on this important project. Should you have any questions regarding this proposal, please contact me at (916) 273-6035, or [email protected].

Sincerely,
HYDROSCIENCE ENGINEERS, INC.

Bill Slenter, P.E.

Principal
Attachments:

Attachment A –Consultant Fee

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OVERALL TOTAL 21 768 176 194 1006 166 2331 $587,248 $11,400 $22,000 $27,500 $6,090 $66,990 $654,238 City of Morgan Hill
Sewer Relief Trunk Line Project (from Renz Lane to Highland Ave) Additional Design and Engineering Services During Construction Attachment A
September 23, 2025
Task Description
PICProject ManagerSenior Tech ExpertCivil Staff EngineerJunior EngineerCADHoursFeeRepro. and ODCsGeotech -Geo-LogicTrenchless -DCMDirect Charges Markup @ 10%
Expense SubtotalTotal Fee
Slenter Le Petrel Fernandez Sangco Perez
Labor Classification Principal E-VI E-IX E-IV E-II CAD
Average Billing Rate (2025-2027) $332 $281 $322 $258 $227 $177 A Supplementary Design $129,068
Santa Clara County & City of Gilroy addt'l comments 4 80 64 100 24 272 $67,268 $0 $0 $67,268 Incorporate future development projects 1 30 60 30 121 $29,550 $0 $0 $29,550 Address comments on 100% plans and finalize for bid 1 30 30 60 12 133 $32,250 $0 $0 $32,250 B Engineering Services During Construction $525,170
Pre-Construction meeting 8 6 14 $3,610 $200 $20 $220 $3,830 Construction meetings (88 weekly mtgs)(a) 12 40 200 252 $62,260 $8,800 $880 $9,680 $71,940 Site Visits (12 visits) 80 80 160 $40,640 $2,400 $240 $2,640 $43,280 Submittals (40 submittals and 20 resubmittals) 120 40 240 400 $101,080 $11,000 $11,000 $2,200 $24,200 $125,280 RFIs and General assistance (40 RFIs) 280 80 320 680 $177,080 $11,000 $16,500 $2,750 $30,250 $207,330 Change Orders (5) 1 40 4 45 $12,860 $0 $0 $12,860
Field Orders (10) 1 80 4 85 $24,100 $0 $0 $24,100
Record Drawings (65 shts) 1 20 8 40 100 169 $36,550 $0 $0 $36,550 Notes:
(a) Budget for PM to attend meetings is covered in CM/CI proposal. Budget herein is for supporting staff only. 8/23/2025
Amendment No. 8 Design + ESDC

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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
HYDROSCIENCE ENGINEERS, INC.
2025 Standard Schedule of Billing Rates
Rates are subject to increase annually on January 1
of each calendar year.

LABOR CLASSIFICATION HOURLY RATE
Principal $315
Engineer IX $305
Engineer VIII $295
Engineer VII $279
Engineer VI $266
Engineer V $255
Engineer IV $244
Engineer III $227
Engineer II $215
Engineer I $197
Engineering Aide $110
Construction Professional VI $210
Construction Professional V $200
Construction Professional IV $190
Construction Professional III $180
Construction Professional II $160
Construction Professional I $150
Cross Connection Control Specialist $135
CAD Manager $168
CAD Designer I $147
Marketing Professional $125
Administrative II $115
Administrative $100
Hourly billing rates include postage and telephone charges that are normal to the work authorized. Other direct costs for travel, reproduction, mail service, outside services, etc. will be invoiced at 110 percent of the actual cost. Rates for expert witness services shall be billed at the quoted rates plus $50/hour.

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EXHIBIT C

SCHEDULE OF PERFORMANCE
HydroScience Engineers, Inc. services shall expire on December 31, 2028, which is the estimated construction completion date of the Sewer Trunk Project. 14 Updated August 2024

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5 CITY COUNCIL STAFF REPORT
MEETING DATE: October 15, 2025
PREPARED BY:

Kristian Wallace, Associate Engineer
APPROVED BY: City Manager

APPROVE SECOND AMENDMENT TO DESIGN SERVICES

AGREEMENT WITH SCHAAF & WHEELER CONSULTING CIVIL

ENGINEERS FOR THE BUTTERFIELD BASIN ONLINE CONVERSION
PROJECT FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $293,352

RECOMMENDATION(S)

2. Authorize the City Manager to execute and administer the amended consultant agreement.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space and Agricultural Land Maintaining and Enhancing Infrastructure
2024-2025 Strategic Priorities
Fiscal Sustainability
Healthy Community
Guiding Documents
Climate Action Plan
Storm Drain Master Plan
REPORT NARRATIVE:

The City of Morgan Hill previously received $2 million in competitive grant funding from the State of California through the Urban Community Drought Relief Grant to upgrade the Butterfield Basin and support groundwater recharge. The project is currently in the approved FY 24-25 through FY 29-30 Capital Improvement Budget under the Fisher/Butterfield Storm System Expansion Project (SD4006). The intent of the project is to convert the Butterfield Basin, which currently operates as an off-stream basin intended to support flood control activities associated with the Butterfield Channel, to a

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5 multi-use basin that will support groundwater recharge, stormwater trash capture requirements, and improved flood protection. The stormwater trash capture requirements for the City are State-mandated infrastructure improvements, and the multi-use basin construction has been identified by staff as a means to meet requirements without significant general fund cost impacts.

A request for proposals was issued on May 29, 2024, for the project's feasibility study.

Proposals for the work were received from two firms. On September 4, 2024, the Council voted to approve the Consultant Agreement with Schaaf & Wheeler Consulting Civil Engineers for $74,472 to complete a feasibility study and conceptual design for the proposed conversion of Butterfield Basin to a multi-use basin. Then, on September 10, 2025, the First Amendment was executed to extend the contract time to March 31, 2026, to complete the feasibility study. The proposed Second Amendment will complete the design of the project, request additional funds of $218,880, and extend the contract time to March 31, 2027. If approved by City Council, the total not-to-exceed amount would become $293,352 ($74,472 Original + $218,880 Second Amendment).

Additional funds of $218,880, along with the contract time extension, are needed for Schaaf & Wheeler Consulting Civil Engineers to prepare the design plans and specifications for project bidding for construction by late spring of 2026, provide engineering support during project bidding and construction, and prepare a Regional Retention Basin Plan for submittal to the Central Coast Regional Water Quality Control Board. The preparation of the Regional Retention Basin Plan will provide alternative compliance for stormwater post-construction requirements for projects that demonstrate infeasibility to provide required post-construction stormwater quality measures on the project site.

Staff recommends approving the design services agreement amendment to reduce delays and achieve cost savings associated with the previous design feasibility study.

Preparation of design plans and specifications is expected to take 13 weeks, with construction anticipated to begin in May 2026.

COMMUNITY ENGAGEMENT:

Inform.

This staff report serves to inform the community of the proposed Second Amendment to the design services agreement with Schaaf & Wheeler. When the project reaches the construction phase, the City will work to inform the adjacent community members of any potential impacts.

ALTERNATIVE ACTIONS:

City Council may decide not to amend the Shaaf & Wheeler Consulting Civil Engineers' contract and direct staff to perform another Request for Proposal. Staff does not believe reissuing the request for proposal will result in any cost savings and would delay the preparation of design plans and specifications by a minimum of three months, potentially risking grant funding awarded to this project.

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5 PRIOR CITY COUNCIL AND COMMISSION ACTIONS:
• On January 11, 2023, City Council adopted Resolution 23-003 authorizing the grant application, acceptance, and execution for the 2022 Urban Community Drought Relief Citywide Water Supply Capacity Project and authorized the City Manager to execute documents required to apply and accept the grant for the City, if awarded.
• On June 19, 2024, City Council approved the FY 2024-25 through FY 2029-30 Capital Improvement Program Budget.
• On September 4, 2024, City Council approved a consultant agreement with Schaaf & Wheeler Consulting Civil Engineers for $74,472 for the preparation of a feasibility study for the proposed conversion of Butterfield Basin to a multi-use basin.

FISCAL AND RESOURCE IMPACT:

Funding for this agreement is available within the approved FY 24-25 through FY 29-30 Capital Improvement Program with the Local Drainage Fund (303) under the Fisher/Butterfield Storm System Expansion. The City has been awarded $2 million in competitive grant funding from the State of California under the Urban Community Drought Relief Grant, which will reimburse the project funds for approximately 61% of the project costs. The remaining funds will come from the Storm Drain Impact Fund (303).

CEQA (California Environmental Quality Act):

Categorical Exemption 15308 - Actions by Regulatory Agencies for Protection of the Environment:

Actions taken by regulatory agencies, as authorized by State or local ordinance, to assure the maintenance, restoration, enhancement, or protection of the environment where the regulatory process involves procedures for protection of the environment.

This project proposes converting an existing off-stream basin into a multi-use basin, adding trash-capture systems, and providing additional groundwater recharge.

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8/30/24 $(
3XEOLF6HUYLFHV'HSDUWPHQW Butterfield Basin
1 1

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1 SECOND AMENDMENT TO AGREEMENT

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
This SECOND AMENDMENT TO AGREEMENT is entered into and becomes effective on ______________________ (Effective Date), by THE CITY OF MORGAN HILL, a municipal corporation, ("CITY") and SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS, a California Corporation ("CONSULTANT"), hereinafter referred to collectively as the “Parties".

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

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

2. The CITY and CONSULTANT entered into that “CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS” made as of November 13, 2024, for consultant services for a maximum compensation of Seventy Four Thousand Four Hundred Seventy Two Dollars ($74,472.00) (“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 September 4, 2024.

3. The CITY and CONSULTANT entered into a “First Amendment to Agreement” made as of September 10, 2025, under which the Agreement was extended until March 31, 2026 and the Schedule of Performance revised. THE CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS was entered into based upon the authority of the City Manager pursuant to Chapter 3.04 of the Morgan Hill Municipal Code. The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS and the First Amendment thereto are attached as Exhibit “1” to this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

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

A. Paragraph 2 shall be amended and replaced in its entirety by the following:
"2. Term of Agreement. This Agreement shall be effective and cover services rendered from November 13, 2024, until March 31, 2027. The City Manager is authorized to extend the term of this Agreement, provided the compensation does not exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council. Any such extension shall be in writing and signed by both parties to this Agreement."
B. Paragraph 3 shall be amended to include the additional services to be performed by CONSULTANT set forth in Exhibit “A-1" dated September 15, 2025, and incorporated herein by this reference.

C. Paragraph 4.1 shall be amended to reflect the increased total compensation that shall not exceed TWO HUNDRED NINETY-THREE THOUSAND THREE HUNDRED FIFTY-TWO

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2 DOLLARS ($293,352.00).

D. Paragraph 4.1 and 4.2. shall be amended to have all references to “Exhibit B” be updated to reference the revised rates and basis set forth in Exhibit “B-1” effective January 1, 2025, that is incorporated herein by this reference.

E. Paragraph 6 shall be amended to have all references to “Exhibit C” be updated to reference the revised time schedule set forth in Exhibit “C-2” that is incorporated herein by this reference.

2. Conflicts. In the event of a conflict between the terms and provisions of this SECOND AMENDMENT to Agreement and the terms and provisions of the CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS, the terms of this SECOND AMENDMENT to Agreement shall govern and control.

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

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

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

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

APPROVED AS TO FORM:

Donald A. Larkin, City Attorney

SCHAAF & WHEELER CONSULTING CIVIL

ENGINEERS
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
Caitlin Tharp, RCE76810
Vice President 9/29/2025 Glen Anderson, RCE 76720
Asst. Secretary 9/29/25 Page 103 of 327
4699 Old Ironsides Drive, Suite 350, Santa Clara, CA 95054 [email protected]
September 15, 2025
Kristian Wallace, PE
Associate Engineer
City of Morgan Hill Engineering & Utilities
17575 Peak Avenue
Morgan Hill, CA 95037
Subject: Butterfield Basin Construction Document and Retention Basin Plan Preparation Dear Kristian:

This letter provides a scope for engineering services requested by the City of Morgan Hill to complete contract documents, prepare an off-site regional retention plan, and provide engineering services during construction for the conversion of the Butterfield Detention Basin into an online retention and recharge facility with sediment and trash capture. Final design and contract document preparation will be based on our feasibility study and conceptual design, completed under separate contract.

We are obtaining site mapping including topography and boundary reconciliation from MH Engineering with surplus funds from the previous contract. That mapping will be used to prepare contract documents. Given the level of design detail already provided, we propose two submittals: 90% and Final. City comments to the conceptual plan will be addressed an incorporated into the 90% PS&E submittal, which is essentially a final set of construction documents. Following City review of the 90% PS&E, we will prepare a set of construction documents suitable for public bid.

The City believes that State and Federal regulatory approvals are not required for construction, so environmental documentation and permitting are not part of this scope of services.

Construction must be completed by December 2026. We will submit the 90% PS&E by the end of November 2025. Our scope of engineering services during construction task assumes construction between May 15, 2026 and October 15, 2026. Roscoe Moss indicates an approximate lead time of six weeks between receipt of order to completion of the trash screens.

Specific Task Scope Items
Task 1. 90% PS&E
Schaaf & Wheeler will use the base mapping prepared by MH Engineering and its conceptual plan to develop 90% plans, specifications, and estimate of probable construction value. Plans will include demolition plans, grading plans, sections, elevations, and construction details including the trash capture device and supporting structures. The City will provide contract language and general conditions in Word format.

Task 2. Contract Documents
Schaaf & Wheeler will incorporate City review comments to the 90% PS&E and prepare final contract documents suitable for public bid.

EXHIBIT A-1

REVISED SCOPE OF SERVICES

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Kristian Wallace, PE
2 September 15, 2025
Task 3. Regional Retention Plan Preparation
Schaaf & Wheeler will repurpose work completed during the conceptualization phase to prepare a plan to use the repurposed Butterfield Basin as a regional retention facility for the City as it applies to the Regional Water Quality Control Board for alternative compliance to post-construction stormwater management requirements. This plan is limited to the Butterfield Basin and its built-out tributary area. The plan will include performance requirement applicability, watershed description, drainage and flood control aspects of the basin, hydrology and hydraulic analysis, and infiltration analysis. Draft and final plans will be prepared for City review. This work does not include applying to the Board, but does include responding to their commentary.

Task 4. Bid Period Services
Schaaf & Wheeler will provide engineering services during the bid period, including:

1. Responses to bidder requests for clarification and information (RFIs).

2. Preparation of bid addenda.

3. Attendance at pre-bid conference, if held.

Task 5. Engineering Services During Construction
Schaaf & Wheeler will provide engineering services during the construction period, including:

1. Prepare responses to contractor requests for information (RFIs).

2. Revisions to contract documents based on contractor RFIs and construction change orders (CCOs).

3. Review contractor submittals. (Two rounds of review for each submittal included.)

4. Periodic construction site observation visits.

5. Attendance at pre-construction conference, if held.

6. Final observations and punch list.

7. Record drawings based on contractor markups.

Daily inspection and construction management are not included. Our not-to-exceed budget is $.

Time will be billed using our Standard Charge Rate Schedule (attached).

Please feel free to call me with specific questions.

Sincerely,
Schaaf & Wheeler
Charles Anderson, PE
President

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3 September 15, 2025
City of Morgan Hill
Fee Proposal, September 2025
Principal Project
Manager
Associate Engineer
Designer
Schaaf & Wheeler
Subtotal
Contract Documents and Engineering
Services During Construc�on for
Buterfield Basin Conversion
Hourly Rate $305 $225 $180
Task 1 90% PS&E 36 96 40 $39,780

1.1 Plans 16 40 40 $21,080

1.2 Specifications 16 40 $13,880

1.3 Estimate of Probable Construction Value 4 16 $4,820 Task 2 Contract Documents 16 44 24 $19,100

2.1 Plans 8 20 24 $11,260

2.2 Project Manual Including Bid Schedule 8 24 $7,840
Task 3 Regional Retention Basin Plan 60 184 72 $72,660

3.1 Infiltration and water balance analysis for average 16 40 $13,880

3.2 Draft regional retention basin plan 24 80 40 $32,520

3.3 Final regional retention basin plan 12 40 16 $15,540

3.4 Response to RWQCB comments 8 24 16 $10,720
Task 4 Bid Period Services 12 32 16 $13,740

3.1 Responses to bidder requests for clarification 4 20 $5,720

3.2 Preparation of bid addenda 4 8 16 $5,900

3.3 Attendance at pre-bid conference 4 4 $2,120
Task 5 Engineering Services During Construction 56 200 64 $73,600

3.1 Prepare responses to contractor requests for
i f ti (RFI )
8 60 $15,940

3.2 Revise contract documents based on RFIs/CCOs 8 24 40 $15,040

3.3 Review contractor submittals 8 60 $15,940

3.4 Periodic construction site observation visits 16 24 $10,280

3.5 Attendance at pre-construction conference 4 4 $2,120

3.6 Final observations and punch list 8 12 $5,140

3.7 Record drawings based on contractor markups 4 16 24 $9,140 TOTAL 180 556 186 $218,880
EXHIBIT B-1
Revised Schedule of Compensation

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EXHIBIT C-2
Butterfield Basin Construction Document Schedule
The study schedule is tabulated herein. “NTP” refers to the issuance of a Notice to Proceed. The geotechnical investigation schedule is weather-dependent. The overall schedule has a eighteenmonth duration for project completion.

Task Scheduled Completion

1. 90% Submittal 4 weeks from NTP

2. Construction Document Package Preparation 13 weeks from NTP

3. Regional Retention Plan Preparation
60% Draft 22 weeks from NTP
90% Draft 35 weeks from NTP
Final Document 47 weeks from NTP

4. Bid Period Services 21 weeks from NTP

5. Engineering Services During Construction 45 weeks from NTP

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1 FIRST AMENDMENT TO AGREEMENT

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
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 SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS, 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 based upon the authority of the City Manager pursuant to Chapter 3.04 of the Morgan Hill Municipal Code.

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 2 shall be amended and replaced in its entirety by the following:
"2. Term of Agreement. This Agreement shall be effective and cover services rendered from November 13, 2024, until March 31, 2026. The City Manager is authorized to extend the term of this Agreement, provided the compensation does not exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council. Any such extension shall be in writing and signed by both parties to this Agreement."
B. Paragraph 6 shall be amended to have all references to “Exhibit C” be updated to reference the revised time schedule set forth in Exhibit “C-1” effective September 4, 2025, that is incorporated herein by this reference.

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 Docusign Envelope ID: A27C803C-7195-4CB8-93DF-A5F14684DDEF 9/10/2025
EXHIBIT 1

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2 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, Third Party Data Use Agreement, is hereby incorporated by this reference.

2. Conflicts. In the event of a conflict between the terms and provisions of this FIRST AMENDMENT to Agreement and the terms and provisions of the CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS, the terms of this FIRST AMENDMENT to Agreement shall govern and control.

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

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

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

APPROVED AS TO FORM:

Donald A. Larkin, City Attorney

SCHAAF & WHEELER CONSULTING CIVIL

ENGINEERS
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
Charles D. Anderson, President 9/04/25 Glen M. Anderson, Assistant Treasurer 9/04/25 Docusign Envelope ID: A27C803C-7195-4CB8-93DF-A5F14684DDEF 9/8/2025
9/10/2025 9/10/2025

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Exhibit C-1
Butterfield Basin Feasibility Study Schedule
The study schedule is tabulated herein. “NTP” refers to the issuance of a Notice to Proceed. The geotechnical investigation schedule is weather-dependent. The overall schedule has a nine-month duration for study completion.

Task Scheduled Completion
A. Permit Research 2 weeks from NTP
B. Meetings and Site Visits
C. Project Management and Quality Control
D. Topographic Mapping 1 week from NTP
E. Geotechnical Investigation 8 weeks from NTP
F. Level of CEQA Documentation 2 weeks from NTP
G. Draft Feasibility Study and Conceptual Design
30% submittal 8 weeks from NTP
City review 10 weeks from NTP
60% submittal 16 weeks from NTP
City review 18 weeks from NTP
90% submittal 24 weeks from NTP
City review 26 weeks from NTP
H. Final Feasibility Study and Conceptual Design 36 weeks from NTP Docusign Envelope ID: A27C803C-7195-4CB8-93DF-A5F14684DDEF

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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 FOR DESIGN PROFESSIONALS, the terms of the CONSUL TANT AGREEMENT FOR DESIGN PROFESSIONALS shall govern and control.
1 Updated June 2020
Docusign Envelope ID: A27C803C-7195-4CB8-93DF-A5F14684DDEF

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CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
Schaaf & Wheeler Consulting Civil Engineers
THIS AGREEMENT is entered into and becomes effective on _______ ( Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, (" CITY"), and Schaaf & Wheeler Consulting Civil Engineers a California corporation (" CONSULTANT") hereinafterreferred to collectively as " Parties." In consideration of the promises and the mutual covenants contained in this Agreement, the Partiesagree as follows:

1. City Authority. This Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on September , 4, 2024.

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until September 4, 2025 at which time CONSULTANTS services shall be completed.

3. Scope of Service. The services to be performed by CONSULTANT shall be to evaluate the feasibility of converting the off-lineButterfield Basin into an in-line basin that can also capture trash and promote groundwater recharge as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $ 74,472.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Seventy Four Thousand Four Hundred Seventy Two dollars and shall be billed based on the rate and basis set forth in Exhibit B. If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficientfunds therefor, the Partiesmutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

4.2. Billing. CONSULTANT shall provide CITY with an invoice containing the dated, detailed, and itemized descriptions of all services performed and expenses incurred ( if such expenses are reimbursable pursuant to Exhibit B) by CONSULTANT on a monthly basis unless otherwise specified in Exhibit B. All invoices shall be sent to the CITY addressed to the department head or project manager identified below in Section 13 Notices. Any rate charged shall be prorated where services are interrupted or not provided for any rate period ( for example, any monthly rate charge should be prorated when services were interrupted or provided for only part of the month). For services billed on an hourly rate, the minimum unit of billed time shall not exceed one tenth of one hour. CITY shall pay for services and expenses (if so provided in Exhibit B) up to the limit of compensation set forth above, that in the CITY'S judgment were necessary and reasonable. Services for work performed and expenses incurred in excess of the total compensation set forth in paragraph 4.1 above shall be at no cost to CITY.
1 Updated February 2024
Docusign Envelope ID: A26FCACB- 0482-4ADB-B31C-D44194F8188B 11/ 13/ 2024
EXHIBIT 1
Docusign Envelope ID: A27C803C-7195-4CB8-93DF-A5F14684DDEF

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