Morgan Hill City Council
May 6, 2026

City Council
Regular Meeting Agenda
Mark Turner - Mayor
Marilyn Librers - Mayor Pro Tem
Soraida Iwanaga - Council Member
Yvonne Martínez Beltrán - Council Member
Miriam Vega - Council Member
Wednesday, May 6, 2026
6:00 p.m.

Council Chamber Building
17555 Peak Avenue, Morgan Hill, CA 95037
Morgan Hill City Council meetings are held in person, with the option for the public to attend in person or participate by teleconference/video conference. Information on how the public may observe and participate in the meeting is below.

MEETING PARTICIPATION
Language Interpretation / Interpretación de idiomas
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Tenemos Interpretación digital en vivo. Para usar la interpretación durante la reunión, visite:
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You can use a headset on your phone for audio or read the transcript on your device.

May 6, 2026
2 Tablets and disposable headphones will be provided in person during the meeting to those who do not have their own devices.

Puede usar audífonos en su celular para escuchar el audio o leer la transcripción.

Durante la reunión, se prestarán tabletas y audífonos desechables para las personas que no tengan su propio aparato.

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

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

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

Those wishing to participate in the meetings remotely must register in advance at https://bit.ly/CityCouncilZoomRegistration. Additionally, Zoom participants must be running the latest version or will be required to update to it before joining 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 first from those attending in person, with the submission of a speaker card. Once that is complete, we will move to those on Zoom who have their hand raised. Following public comment from Zoom, we will close the public

May 6, 2026
3 comment period for that item.

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

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

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

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

AMERICANS WITH DISABILITIES ACT (ADA)
In compliance with the Americans with Disabilities Act, if you are a disabled person and 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, at least two full business days before the start of the meeting.

CALL TO ORDER

ROLL CALL ATTENDANCE

DECLARATION OF POSTING AGENDA

SILENT INVOCATION

May 6, 2026
4 PLEDGE OF ALLEGIANCE

PROCLAMATIONS
Affordable Housing Month
Foster/Resource Parents Month

RECOGNITIONS
Nyla and Aden Valencia, NCAA Accomplishments
Santa Clara Valley Science & Engineering Fair Winners
Oakwood School, Michelle Helvey
YAC Leaders
YAC Angel Sponsors: MICROTEL by Wyndham Morgan Hill, Johnson Lumber Ace Hardware, The Ford Store Morgan Hill, Oakwood School, and The Edward Boss Prado Foundation

PRESENTATIONS
YAC Presentation - Developmental Asset #18: Youth Programs

CITY COUNCIL REPORTS
Council Member Martinez Beltran

CITY MANAGER'S REPORT
City Manager Presentation - New Hires, Promotions, and Retirees

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

May 6, 2026
5 for comments. Questions posed during public comment are not generally answered. If you have questions, please send them to the City Clerk at [email protected] to receive a response. (See additional noticing at the end of this agenda)

ADOPTION OF AGENDA

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

1. APPOINT THE CITY ATTORNEY AS REPRESENTATIVE TO PLAN JPA

BOARD OF DIRECTORS
Recommendation:

Adopt a resolution designating the City Attorney position as the City's representative and the Risk Management Analyst position as the alternate to the PLAN JPA Board of Directors.

2. APPROVE FIRST AMENDMENT TO CONSULTANT AGREEMENT FOR

CONSTRUCTION SUPPORT AND NEW CONSULTANT AGREEMENT FOR

DESIGN SERVICES WITH KENNEDY/JENKS CONSULTANTS FOR THE

HOLIDAY LAKE IMPROVEMENTS PROJECT
Recommendation:

1. Approve First Amendment with Kennedy/Jenks Consultants for additional construction support services for the East Dunne Hillside Reservoir Project for an additional $197,757, for a total not to exceed amount of $497,757;

2. Approve Consultant Agreement for Design Professionals with Kennedy/Jenks Consultants for the design of the Holiday Lake Booster Station and Piping Project for a not to exceed amount of $1,422,058; and

3. Authorize the City Manager to execute all documents and make minor modifications as necessary in order to consummate the above transactions with Kennedy/Jenks Consultants.

3. APPROVE FY 2026-27 COUNTYWIDE SOLID WASTE SERVICES FOOD RECOVERY PROGRAM AGREEMENT WITH JOINT VENTURE: SILICON

VALLEY NETWORK
Recommendation:

May 6, 2026
6 1. Approve the FY 2026-27 Joint Venture: Silicon Valley Network consultant agreement for the Food Recovery Program in the amount of $514,913; and

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

4. APPROVE SECOND AMENDMENT TO THE AGREEMENT WITH THE

COUNTY OF SANTA CLARA FOR COUNTYWIDE HOUSEHOLD

HAZARDOUS WASTE COLLECTION PROGRAM
Recommendation:

Authorize the City Manager to execute the second amendment to the agreement with the County of Santa Clara for the Countywide Household Hazardous Waste Collection Program.

5. APPROVE AN AGREEMENT WITH UTILITY SERVICE PARTNERS PRIVATE LABEL, INC., DBA SLWA INSURANCE SERVICES, TO OFFER THE

HOMESERVE SERVICE LINE WARRANTY PROGRAM
Recommendation:

Authorize the City Manager to execute and administer an agreement with Utility Service Partners Private Label, Inc., dba SLWA Insurance Services, to provide the HomeServe Service Line Warranty Program for an initial term of three years.

6. APPROVE PEEBLES - PEEBLES SQUARE, LLC CONCESSION FOR THE

APPROVED RESIDENTIAL PROJECT
Recommendation:

Adopt a resolution approving the applicant's request of a concession to the City's Objective Residential Development Design and Development Standards pursuant to California Density Bonus Law (Gov. Code §65915).

7. APPROVE UPDATED ADA SELF-EVALUATION AND TRANSITION PLAN Recommendation:

Approve the City of Morgan Hill 2026 ADA Self-Evaluation and Transition Plan.

8. APPROVE THE APRIL 15, 2026 CITY COUNCIL MEETING MINUTES Recommendation:

Approve the April 15, 2026 City Council Meeting Minutes.

9. AUTHORIZE AMENDMENT TO THE CENTENNIAL RECREATION CENTER

OPERATING AGREEMENT WITH THE YMCA OF SILICON VALLEY FOR AN ADDITIONAL 5-YEAR TERM
Recommendation:

Authorize the City Manager to execute an Amended and Restated Centennial

May 6, 2026
7 Recreation Center Operating Agreement with the YMCA of Silicon Valley to extend the partnership through June 30, 2031.

10. AWARD BUTTERFIELD BASIN ONLINE CONVERSION PROJECT TO

GRANITEROCK COMPANY
Recommendation:

1. Approve the Butterfield Basin Online Conversion Project Plans and Specifications;

2. Award the contract to Graniterock Company for the Butterfield Basin Online Conversion Project in the amount of $1,970,825;

3. Authorize expenditure of construction contingency funds not to exceed $788,330; and

4. Authorize the City Manager to execute and administer the construction contract with Graniterock Company.

11. AWARD 2026 SIDEWALK REPAIRS AND REPLACEMENT PROJECT TO QLM, INC.

Recommendation:

1. Award contract to QLM, Inc. in the amount of $281,000 and authorize the expenditure of 10% contingency funds not to exceed $28,100 for a total authorization of $309,100; and

2. Authorize the City Manager to execute and administer that certain construction contract with QLM, Inc.

12. INITIATE ANNUAL ASSESSMENT DISTRICT PROCESS FOR LANDSCAPE ASSESSMENT DISTRICT NUMBER 1
Recommendation:

1. Adopt resolution initiating the proceedings for the levy of assessments for Fiscal Year 2026-27;

2. Adopt resolution approving the Engineer’s Annual Report and the proposed assessment levy; and

3. Adopt resolution declaring the City Council’s intention to levy the assessments in the District and to set the Public Hearing date for June 3, 2026.

PUBLIC HEARINGS

13. APPROVE SOLID WASTE MANAGEMENT RATE ADJUSTMENT FOR 2026

May 6, 2026
8 Recommendation:

Adopt a resolution approving an adjustment to the maximum allowable solid waste collection rates effective July 1, 2026.

OTHER BUSINESS

14. RECEIVE MONTHLY BUDGET UPDATE; MARCH 2026 FINANCIAL AND INVESTMENT REPORTS; AND CITY MANAGER AUTHORITY REPORT
Recommendation:

Receive and file reports.

15. INTRODUCE THE RECOMMENDED FY 2026-27 AND FY 2027-28 BIENNIAL OPERATING AND FY 2026-27 THROUGH FY 2031-32 CAPITAL

IMPROVEMENT PROGRAM BUDGETS
Recommendation:

Receive the Introduction to the Recommended Budget Presentation.

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

May 6, 2026
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].

May 6, 2026
10

May
Developmental Asset #18
Youth Programs:

Young person spends three or more hours per week in
sports, clubs, or organization at school and/or in
community organizations.

A real-life topic that connects with this
month developmental assets is:

Personal Interests

Aiden Terry
Active Member
● Playing Sports (ex: basketball, baseball, football & more.) ● Photografy
● Youth Action Council

Natalie Brinquis
Board Member
Co-Lead Social Media
● Young Women Leaders (YWL)
● Sports (e.g. tennis & soccer)
● Youth Action Council

Makayla Brinquis
Board Member
Co-Lead Social Media
● Youth Action Council
● Climate Action Plan for School Pathways (CAPS)
● Sports - Tennis

Quote
"You cannot get through a single day without having an
impact on the world around you. What you do makes a
difference, and you have to decide what kind of difference you want to make" - Jane Goodall

1 CITY COUNCIL STAFF REPORT
MEETING DATE: May 6, 2026
PREPARED BY:

Donald Larkin, City Attorney
APPROVED BY: City Manager

APPOINT THE CITY ATTORNEY AS REPRESENTATIVE TO PLAN JPA

BOARD OF DIRECTORS

RECOMMENDATION(S)
Adopt a resolution designating the City Attorney position as the City's representative and the Risk Management Analyst position as the alternate to the PLAN JPA Board of Directors.

COUNCIL PRIORITIES, GOALS & STRATEGIES
Strategic Priorities 2026-2027
Fiscal Sustainability
Public Safety
REPORT NARRATIVE:

Background:

Originally created in 1986 by the Association of Bay Area Governments (ABAG), PLAN was formed as a non-profit public benefit corporation to assist member communities that were struggling to obtain affordable liability insurance. PLAN has since transitioned to a joint powers insurance authority and is no longer directly affiliated with ABAG.

Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA) is a joint powers insurance authority consisting of 28 member cities in the San Francisco Bay Area. Members of PLAN JPA collectively share the risk of self-insured losses and purchase a broad range of risk management services including, program administration, accounting and finance, claims administration, risk control, loss prevention, actuarial services, training and education, and legal services to support the shared risk programs.

Each member agency appoints one primary staff member and one alternate to the PLAN JPA Board of Directors. Member agencies generally appoint the staff member most involved in claims and risk management (e.g. City Manager, Finance Director, Human Resources Director, or City Attorney). In 2018, Morgan Hill appointed City Attorney Donald Larkin as the primary board member, and Risk Management Analyst Shadia Hrichi as the alternate. With Mr. Larkin's retirement, the City Council must appoint a new representative.

1 Rather than appoint an individual, staff recommends that the City Council designate the position of City Attorney as their appointment to the Board, and the position of Risk Management Analyst as the alternate. This will ensure continuity in the event of a staff transition.

COMMUNITY ENGAGEMENT:

None
ALTERNATIVE ACTIONS:

The City Council could choose a different staff member or position to represent the City on the PLAN JPA Board of Directors.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council appointed Donald Larkin as representative to the ABAG PLAN Corporation Board of Directors in July 2016. Donald Larkin was appointed to the PLAN JPA Board of Directors in June 2018.

FISCAL AND RESOURCE IMPACT:

Fiscal:

The appointment of a representative to the PLAN JPA Board of Directors will have no direct fiscal impact.

Resource:

Service on the PLAN JPA Board of Directors is part of the City Attorney's role as Risk Manager and is not an additional duty.

CEQA (California Environmental Quality Act):

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

RESOLUTION NO. 26-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF MORGAN HILL APPOINTING THE CITY ATTORNEY
AS THE CITY’S REPRESENTATIVE ON THE PLAN JPA

BOARD OF DIRECTORS
WHEREAS, the City of Morgan Hill joined the Pooled Liability Assurance Network Joint Exercise of Powers Agreement (PLAN JPA) in June 2018; and WHEREAS, PLAN JPA is a self-funded insurance pool serving public agencies; and WHEREAS, the operations of these programs are governed by a Board of Directors consisting of one representative from each agency; and
WHEREAS, participation on the Board of Directors is carried out by City risk management staff as part of their regular duties and does not result in any additional compensation to the employees; and

NOW, THEREFORE, THE MORGAN HILL CITY COUNCIL DOES RESOLVE AS FOLLOWS:

The City Council hereby designates the following positions as appointees to the PLAN JPA Board of Directors, effective May 6, 2026: City Attorney, Board Member; and Risk Management Analyst, Board Alternate.

PASSED AND ADOPTED by the City Council of Morgan Hill at a Regular Meeting held on the 6 th day of May 2026 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

APPROVED: ATTEST:
____________________________ ________________________________ MARK TURNER, Mayor MICHELLE BIGELOW, City Clerk

City of Morgan Hill
Resolution No. 26-XX

 CERTIFICATION 
I, Michelle Bigelow, City Clerk of the City of Morgan Hill, California, do hereby certify that the foregoing is a true and correct copy of Resolution No.26-XX adopted by the City Council at the meeting held on ____________, 2026.

WITNESS MY HAND AND THE SEAL OF THE CITY OF MORGAN HILL DATE: _____________________ ___________________________________ MICHELLE BIGELOW, City Clerk

2 CITY COUNCIL STAFF REPORT
MEETING DATE: May 6, 2026
PREPARED BY:

David Gittleson, Associate Engineer
APPROVED BY: City Manager

APPROVE FIRST AMENDMENT TO CONSULTANT AGREEMENT FOR

CONSTRUCTION SUPPORT AND NEW CONSULTANT AGREEMENT

FOR DESIGN SERVICES WITH KENNEDY/JENKS CONSULTANTS FOR

THE HOLIDAY LAKE IMPROVEMENTS PROJECT

RECOMMENDATION(S)

1. Approve First Amendment with Kennedy/Jenks Consultants for additional construction support services for the East Dunne Hillside Reservoir Project for an additional $197,757, for a total not to exceed amount of $497,757;

2. Approve Consultant Agreement for Design Professionals with Kennedy/Jenks Consultants for the design of the Holiday Lake Booster Station and Piping Project for a not to exceed amount of $1,422,058; and

3. Authorize the City Manager to execute all documents and make minor modifications as necessary in order to consummate the above transactions with Kennedy/Jenks Consultants.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Enhancing Public Safety and Quality of Life
Maintaining and Enhancing Infrastructure
Strategic Priorities 2026-2027
Fiscal Sustainability
Guiding Documents
Morgan Hill 2035 General Plan
Water System Master Plan
REPORT NARRATIVE:

The Holiday Lake Capital Improvement Project involves a multi-year operational reorganization of the existing Holiday Lake water system pressure zones. The City's past Water Master Plan(s) identified the need for these improvements due to a deficiency in water storage for fire protection for the Holiday Lake and Jackson Oaks neighborhoods. The required infrastructure needed to address this deficiency in the

2 Holiday Lake and Jackson Oak neighborhoods includes the construction of a new reservoir/tank above East Dunne Avenue (Phase 1) and the installation of a new water transmission line from the new reservoir/tank to the existing Holiday Lake reservoir(s)/tank(s) (Phase 2). A new booster station will also be built as part of Phase 2 (Attachment 1-Project Location Map).

In 2016, Kennedy/Jenks Consultants were awarded the design contract for the East Dunne Reservoir/tank project. The reservoir design was finalized in late 2023 and the project was put out to bid in the Spring of 2024. On June 26, 2024, the City Council awarded the East Dunne Hillside Reservoir/tank construction contract to Azul Works Inc. (Phase 1) and approved a construction support services contract with Kennedy/Jenks Consultants in the amount of $300,000. The East Dunne Reservoir Project is scheduled to be completed later this year. As construction has progressed, the need to use Kennedy/Jenks services has exceeded the amount that was originally anticipated by city staff. This additional use of the consultant was due to redesign work identified in the field, which reduced construction costs, lowered long-term operating costs, and supported the project advancing ahead of schedule. Therefore, staff is recommending that the contract with Kenndey/Jenks be amended by the amount of $197,757 to ensure adequate construction support services are available through the duration of the project, anticipated to be completed by the end of 2026. The revised contract amount with Kennedy/Jenks would be $497,757($300,000+$197,757) (Attachment 2-First Amendment).

Phase 2 of the Holiday Lake Capital Improvements project will involve the design and construction of a new booster station and a water transmission line to move water from the new East Dunne reservoir/tank to the existing Holiday Lake reservoirs/tanks. With Kennedy/Jenks involvement with Phase 1 (both design and construction support), they have gained invaluable knowledge and understanding of the City's complex water system, including booster pumps, motor control systems, pipe locations and connections, pressure zones, and sequencing of operations. As such, selecting a new design firm would negate much of the previous knowledge/experience for the project, and it would create both design inefficiency and unnecessary costs to the project.

Kennedy/Jenks Consultant's scope of work would include the modification of the existing east Dunne Booster station pumps, designing the new Holiday Lake Booster Station and the water transmission line from the new Dunne Reservoir/tank to the existing Holiday Lake reservoir/tank (Attachment 3-Consultant Agreement). Staff therefore recommends the approval of the Kennedy/Jenks Consultants agreement for a not to exceed amount of $1,422,058 to allow for the completion of the Holiday Lake Capital Improvements Project. While this design work will come at significant cost, the Phase 2 design is highly complex, involving not only the design of the full booster station and new transmission line, but also the integration of the new infrastructure with the existing Holiday Lake Reservoir and significant existing water infrastructure.

Therefore, staff believes the costs and associated hours of engineering work is appropriate.

COMMUNITY ENGAGEMENT:

Inform

2 Staff has provided presentations regarding the project to the communities of Jackson Oaks and Holiday Lake Estates multiple times since 2015, but most recently on April 8, 2026. The presentations provide design elements and updates on the status of the project. Staff will continue community engagement prior to the start of the project and during the project.

ALTERNATIVE ACTIONS:

City Council may decide not to enter into an agreement with Kennedy/Jenks Consultants for the Holiday Lake Booster Station and Piping project. However, the project was approved in the FY 2024-25 to 2029-30 Capital Improvement Budget under Holiday Lake Improvements.

City Council may also decide not to enter into a construction contract with Kennedy/Jenks for continued construction support services. However, it is common practice to have the design firm involved in the construction process to address design and constructability issues and review critical submittals.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

On January 20, 2016, the City Council approved a Professional Service Agreement with Kennedy Jenks Consultants to design the East Dunne Avenue Reservoir project for $390,278.

On August 24, 2016, the City Council approved a Second Amendment with Kennedy Jenks Consultants for a total contract price of $526,074.

On June 7, 2023, City Council approved a professional services agreement with Kennedy Jenks Consultants to complete the design for the East Dunne Avenue Hillside Water Reservoir project not to exceed $240,187.

On May 15, 2024, the City Council Adopted and certified the project Mitigated Negative Declaration and approved the Mitigation Monitoring and Reporting Program for the project.

On June 19, 2024, the City Council adopted the Fiscal Year 2024-25 and 2025-2026 Operating Budget and FY 2024-2025 through 2029-2030 Capital Improvement Program Budget.

On June 26, 2024, the City Council awarded the construction contract to Azul Works Inc. and approved a construction support services contract with Kennedy/Jenks Consultants for $300,000.

FISCAL AND RESOURCE IMPACT:

Funding for both contracts is budgeted in the FY 2024-25 Capital Budget from CIP WA6007-Holiday Lake Improvements, utilizing Water Capital Project Funds (653) and Water Impact Funds (651). The City received $4 million from the Urban Community Drought Relief Grant program through the State of California's Department of Water

2 Resources for this project.

CEQA (California Environmental Quality Act):

Project
An Initial Study (IS) and Mitigated Negative Declaration was updated by Raney Planning & Management to identify and mitigate all environmental impacts from the project. The Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Plan were approved by City Council on May 15, 2024, and incorporated into the project specifications. The Mitigated Negative Declaration was filed with the County Recorder's Office on May 29, 2024.

1 FIRST AMENDMENT TO AGREEMENT
KENNEDY/JENKS CONSULTANTS, INC.

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

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

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

2. The CITY and CONSULTANT entered into that “CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS” made as of August 7, 2024, for consultant services for a maximum compensation of Three Hundred Thousand Dollars ($300,000.00), pursuant to the action taken by the Morgan Hill City Council on June 26, 2024 (“CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS”).

The CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS is attached as Exhibit “1” to this Agreement.

AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:

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

A. Paragraph 1 shall be corrected to reference the June 26, 2024, Morgan Hill City Council Meeting.

B. Paragraph 3 is hereby amended to include the additional services to be performed by CONSULTANT as set forth in Exhibit A-1, hereby incorporated by this reference.

C. Paragraph 4.1 shall be amended to reflect the increased total compensation that shall not exceed Four Hundred Ninety-Seven Thousand Seven Hundred Fifty-Seven Dollars ($497,757.00) and shall be billed based on the rate and basis set forth in Exhibit B-1, that is incorporated herein by this reference.

D. Paragraph 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”.

E. 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

2 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).”
F. Paragraph 14 shall be updated to reflect CONSULTANT’S correct address: Kennedy/Jenks, Inc., 303 Second Street, Suite 300, South San Francisco, CA 94107.

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

3. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the Parties, constitute a single binding agreement. ///
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3 4. Conflicts. In the event of a conflict between the terms and provisions of this FIRST AMENDMENT to Agreement and the terms and provisions of the CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS, the terms of this FIRST AMENDMENT to Agreement shall govern and control.

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

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

APPROVED AS TO FORM: KENNEDY/JENKS CONSULTANTS, INC.

Donald A. Larkin, City Attorney By:

Date: Title:

Date:

Print Name and Title of Signer.

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

Title:

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer, or
Assistant Treasurer
Gerard P. Cavaluzzi, Secretary 4/8/2026 4/8/2026
Spencer Archer, Vice President
Kennedy/Jenks Consultants, Inc
By: Page 28 of 473
303 Second Street, Suite 300 South
San Francisco, California 94107
415-243-2150
FAX: 415-896-0999
25 March 2026
Mr. David Gittleson, P.E.

Associate Engineer
Utilities & Engineering Department
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, California 95037
Subject: Proposal for Amendment No. 1 – Conformed Documents As-Needed Engineering Services During Construction for the East Dunne Hillside Water Reservoir and Booster Pump Station Project
Dear Mr. Gittleson:

Kennedy/Jenks Consultants, Inc. (Kennedy Jenks) presents the following Amendment No. 1 for additional as-needed engineering services during construction (ESDC) for the East Dunne Hillside Water Reservoir and Booster Pump Station Project (Project) in accordance with the August 7, 2024 professional services agreement executed between the City of Morgan Hill (City) and Kennedy Jenks Consultants (herein referred to as the Original Contract). At the City’s request, this amendment expands the level of support provided under the Original Contract to incorporate preparation of a conformed set of construction documents reflecting bid‑phase addenda, as well as additional construction‑phase engineering services. These services include review of 30 additional Requests for Information (RFIs), 30 additional Submittals, two (2) additional Design Clarifications, and three (3) Design Modifications. The following sections present the scope of work, assumptions, City responsibilities, basis of compensation, schedule, and applicable terms and conditions associated with this amendment.

EXHIBIT A-1

Mr. David Gittleson, P.E.

City of Morgan Hill
25 March 2026

Scope of Work
Kennedy Jenks will provide additional professional services for ESDC for the Project as described in the following sections.

Phase 1 – Project Management and Quality Control
Task 1.1 – Project Management
Additional scope under this task includes team management and coordination for additional scope items described under Tasks 2.3, 2.4, 2.5, 2.8, 2.9, and 2.10.

Task 1.2 - Quality Assurance and Quality Control (QA/QC) Additional scope under this Task include the QA/QC of the additional scope items described under Task 2.3, 2.4, and 2.5.

Phase 2 – As-Needed ESDC
Task 2.1 – Preconstruction Meeting
No change in scope.

Task 2.2 – Construction Progress Meetings
No change in scope.

Task 2.3 – RFI Responses
The Original Contract scope limited Kennedy Jenks’ review responsibilities to RFIs pertaining solely to structural specifications and drawings. At the City’s request, the scope of services has been expanded to include the review of RFIs across all engineering disciplines. Based on this expanded scope, Kennedy Jenks will review an additional 30 RFIs, increasing the total number of RFI responses under this contract to 50.

For budgeting purposes, this amendment includes an estimated 120 additional labor hours, assuming an average of 4 hours per RFI response. The budget also includes senior‑level engineering hours to perform QA/QC review of each RFI under Task 1.2.

Mr. David Gittleson, P.E.

City of Morgan Hill
25 March 2026

It is the City’s responsibility to provide Kennedy Jenks with all RFIs received from the Contractor and to distribute all completed RFI responses to the Contractor.

Task 2.4 – Design Clarifications
At the City’s request, the scope of work for Design Clarifications has been expanded. Under the Original Contract, Kennedy Jenks was authorized to prepare up to 2 Design Clarifications. This amendment adds 2 additional Design Clarifications, increasing the total allowance under the contract to 4.

Kennedy Jenks will prepare each Design Clarification as requested by the City. This work includes reviewing the Contractor’s request or issue, evaluating the applicable design documents, and developing a written clarification or response. For budgeting purposes, this amendment includes an additional 32 labor hours, based on an average of 16 hours per Design Clarification.

The budget also includes senior‑level engineering time to conduct QA/QC review for each Design Clarification under Task 1.2.

Task 2.5 – Submittal Responses
At the City’s request, the scope of work for Contractor Submittal reviews has been expanded beyond structural specifications and drawings to include Submittals from all engineering disciplines. Under this amendment, Kennedy Jenks will perform review of 30 additional Submittals, including re‑Submittals. This increases the total number of Submittals reviewed under this contract from 64 to 94.

For the purposes of this amendment, the term Submittal continues to include technical submittals, shop drawings, samples, operations and maintenance manuals, and product data required to be submitted by the Contractor. Kennedy Jenks’ review will remain limited to determining substantial conformity with the intent of the Contract Documents, including general compliance with design concepts and the applicable specifications. Review will not include verification of quantities, dimensions, weights or gauges, fabrication processes, construction methods, coordination with other trades, or construction safety, all of which remain the sole responsibility of the Contractor.

Submittals lacking sufficient clarity or completeness will be returned to the Contractor with appropriate comments.

Mr. David Gittleson, P.E.

City of Morgan Hill
25 March 2026

Kennedy Jenks will prepare a written review response for each Submittal, documenting the recommended disposition and any associated comments. Kennedy Jenks’ standard construction administration forms will be utilized for all submittal responses. Submittal responses will be provided to the City, and the City will remain responsible for distribution to the Contractor. For budgeting purposes, this amendment includes an additional 150 labor hours, based on an average of 5 hours per Submittal review. The budget also includes senior‑level engineering time to conduct QA/QC review for each Submittal under Task 1.2.

Task 2.6 – Change Order Assistance
No change in scope.

Task 2.7: Record Drawings
No change in scope.

Task 2.8: Conformed Documents
Kennedy Jenks shall prepare a conformed set of construction documents (including drawings and specifications within Divisions 1-17) based on changes made via addenda during the bid phase. The conformed drawings and specifications will be a searchable and bookmarked PDF version of the drawings and specifications. Drawings will have all clouding, revision triangles, and title block revision descriptions removed. Specifications will have addenda language incorporated in redline format and reference to Addendum number in brackets. The conformed set is not stamped and signed. In addition to an electronic copy, three half-scale (11”x17”) and one full-size (22”x34”) paper copies of the conformed drawings will be provided, and three paper bound copies of the specifications. It is assumed the City will be responsible for the conformed set of front end specifications.

Task 2.8 Deliverables:

1. Conformed drawings (Electronic, Adobe Acrobat format and hard copy)

2. Conformed specifications (Electronic, Adobe Acrobat format and hard copy)

Mr. David Gittleson, P.E.

City of Morgan Hill
25 March 2026

Task 2.9: Design Modifications
At the City’s request, this amendment includes additional engineering services for preparing Design Modifications required to address changes identified during construction. Under this amendment, Kennedy Jenks will develop up to three (3) Design Modifications, which may include revisions to drawings, updates to technical specifications, and other supporting design documentation necessary to address the requested modifications.

Each Design Modification will include evaluation of the requested change, coordination with relevant engineering disciplines, preparation of revised drawings and/or specification sections, and development of a written summary or clarification as needed. For budgeting purposes, this amendment includes a total of 102 labor hours for completion of the three (3) Design Modifications. The budget under this task includes senior‑level engineering hours necessary to perform QA/QC review of each Design Modification.

Task 2.10: ESDC Contingency
Kennedy Jenks will provide as-needed ESDC contingency during the project as requested and authorized by the City. Services may include assistance with additional submittals, RFIs, design clarifications, change orders, design modifications, site visits, or meetings. An allowance of up to $25,000 is reserved for this task.

Assumptions
The following additional assumptions were developed when preparing the Scope of Work, schedule, and estimated fee for this Amendment. The assumptions presented in the Original Contract are also applicable to this Amendment.

1. It is assumed that the executed contract documentation for the selected bidder will not be incorporated.

2. This scope assumes there will be one submittal of the conformed documents and no comments for revisions from the City are expected.

3. Conformed documents include drawings and specifications Divisions 1-17.

Mr. David Gittleson, P.E.

City of Morgan Hill
25 March 2026

Tasks Performed by City
The following additional tasks will be provided by the City:

1. The City is responsible for distribution of the conformed documents to the Contractor.

2. The City is responsible for the production of Mylar plans.

3. It is assumed the City will be responsible for the conformed set of front end specifications.

Client/Address: City of Morgan Hill
17575 Peak Avenue
Morgan Hill, California 95037
Contract/Proposal Date: February 12, 2026
Schedule of Charges January 1, 2026

PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1...........................................................................$170 Engineer-Scientist-Specialist 2...........................................................................$200 Engineer-Scientist-Specialist 3...........................................................................$230 Engineer-Scientist-Specialist 4...........................................................................$250 Engineer-Scientist-Specialist 5...........................................................................$270 Engineer-Scientist-Specialist 6...........................................................................$290 Engineer-Scientist-Specialist 7...........................................................................$315 Engineer-Scientist-Specialist 8...........................................................................$340 Engineer-Scientist-Specialist 9...........................................................................$360 Senior CAD-Designer ........................................................................................$210 CAD-Designer ...................................................................................................$200 Senior CAD-Technician .....................................................................................$195 CAD-Technician ................................................................................................$180 Project Assistant................................................................................................$145 Administrative Assistant.....................................................................................$135 In addition to the above Hourly Rates, an Associated Project Cost charge of $9.74 per hour will be added to Personnel Compensation for costs supporting projects including telecommunications, software, information technology, internal photocopying, shipping, and other support activity costs related to the support of projects.

Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special supplies related to the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services. c. Rented vehicles, local public transportation and taxis, travel and subsistence. d. Project specific telecommunications and delivery charges. e. Special fees, insurance, permits, and licenses applicable to the work. f. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.

If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.

Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.

Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.

Excise and gross receipts taxes, if any, will be added as a direct expense.

The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1, 2026 through December 31, 2026. After December 31, 2026, invoices will reflect the Schedule of Charges currently in effect.

ATTACHMENT A
EXHIBIT B-1

Basis of Compensation
Compensation for this additional Scope of Work will be on a time and expense reimbursement basis in accordance with the January 1, 2026 Schedule of Charges included in Attachment A. Payments will be made monthly based on invoices, which describe services and list actual costs and expenses. Kennedy Jenks will complete the additional work outlined in this Amendment for $197,757 as summarized in the table below and shown in the attached cost fee table
(Attachment B). Kennedy Jenks’ original authorization was for $300,000, therefore the total fee budget will be $497,757 once Amendment No. 1 is authorized by the City. This amount will not be exceeded without prior written authorization from the City. A summary of the proposed budget by phase is provided below. The budget may be increased, if necessary, to provide additional services requested by the City. _____________________________________________________________________________________ Phase 1 Original Amendment Total Fee
Contract Fee No.1 Fee
____________________________________________________________________________________ Phase 1 - Project Management and Quality $80,467 $36,069 $116,536 Control
____________________________________________________________________________________ Phase 2 - As Needed ESDC $219,533 $161,687 $381,220
____________________________________________________________________________________ Total Contract Amount $300,000 $197,757 $497,757
____________________________________________________________________________________ Schedule
There will be no change to the proposed Project Schedule in the Original Contract.

Attachment B - Proposal Fee Estimate (Assoc. Proj. Costs or Comm Charges as ODC) CLIENT Name:

PROJECT Description: E. Dunne Hillside Water Reservoir & BPS As-Needed ESDC - Amendment No. 1 Proposal/Job Number: 2468022*00 Date:

City of Morgan Hill
3/25/2026
January 1, 2026 Rates KJ KJ KJ KJ KJ KJ Eng-Sci-9 Eng-Sci-8 Eng-Sci-7 Eng-Sci-6 Eng-Sci-5 Eng-Sci-4 Eng-Sci-3 Eng-Sci-2 Eng-Sci-1 Sr. CAD-Design CAD-Design Sr. CAD-Tech CAD-Tech Project Assistant TotalLaborTotalSubsTotalExpensesTotal Labor + Subs
+ Expenses
Classification:

Eng-Sci-9Eng-Sci-8Eng-Sci-7Eng-Sci-6Eng-Sci-5Eng-Sci-4Eng-Sci-3Eng-Sci-2Eng-Sci-1Sr. CAD-DesignCAD-DesignSr. CAD-TechCAD-TechProject Assistant Total
LaborEscalation (per year)Assoc. Proj. CostsSub-MarkupODCsODCs Markup TotalLaborTotalSubsTotalExpensesTotal Labor + Subs
+ Expenses
Hourly Rate: $360 $340 $315 $290 $270 $250 $230 $200 $170 $210 $200 $195 $180 $145 Hours Fees 4% $9.74 10% Fees 10% Fees Phase 1 - Project Management
Task 1.1 - Project Management 50 4 54 $14,080 $845 $526 $0 $0 $14,925 $0 $526 $15,451 Task 1.2 - Quality Assurance and Quality Control 60 60 $18,900 $1,134 $584 $0 $0 $20,034 $0 $584 $20,618 Phase 1 - Subtotal 0 0 60 0 50 0 0 0 0 0 0 0 0 4 114 $32,980 $1,979 $1,110 $0 $0 $0 $34,959 $0 $1,110 $36,069 Phase 2 - As-Needed ESDC
Task 2.1 – Preconstruction Meeting 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Task 2.2 – Construction Progress Meetings (35) 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Task 2.3 - RFI Responses (20 initially, add 30 under amendment, total of 50) 45 45 30 120 $37,575 $2,255 $1,169 $0 $0 $39,830 $0 $1,169 $40,998 Task 2.4 – Design Clarifications (2 initially, add 2 under amendmentt, total of 4) 23 9 32 $8,010 $481 $312 $0 $0 $8,491 $0 $312 $8,802 Task 2.5 – Submittal Responses (64 initially, add 30 under amendment, total of 94) 60 60 30 150 $47,400 $2,844 $1,461 $0 $0 $50,244 $0 $1,461 $51,705 Task 2.6 – Change Order Assistance (2) 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Task 2.7 - Record Drawings (76) 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Task 2.8 - Conformed Documents 8 1 11 5 8 33 $7,560 $454 $321 $0 $0 $8,014 $0 $321 $8,335 Task 2.9 - Design Modifications (3) 57 45 102 $24,390 $1,463 $993 $0 $0 $25,853 $0 $993 $26,847 Task 2.10 - ESDC Contingency 0 $25,000 $0 $0 $0 $0 $25,000 $0 $0 $25,000 Phase 2 - Subtotal 0 105 105 8 141 0 11 0 0 0 59 0 8 0 437 $149,935 $7,496 $4,256 $0 $0 $0 $157,431 $0 $4,256 $161,687 All Phases Total 0 105 165 8 191 0 11 0 0 0 59 0 8 4 551 $182,915 $9,475 $5,367 $0 $0 $0 $192,390 $0 $5,367 $197,757 c:\bms\kjce-pw\d0297298\MH ESDC Amd 1_KJ 2024 fmPropFeeEstimate_PhaseTask_APCODC_3-25-26.xlsm © 2019 Kennedy/Jenks Consultants, Inc.

1 Updated February 2024

CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
Kennedy/Jenks Consultants
THIS AGREEMENT is entered into and becomes effective on _______________ (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Kennedy/Jenks Consultants a California corporation ("CONSULTANT") hereinafter referred to collectively as “Parties.” In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

1. City Authority. This Agreement is entered into pursuant to the action of the Morgan Hill City Council taken on June, 19, 2024.

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until July 15, 2027 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 construction support services as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $300,000.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed Three Hundred Thousand dollars and shall be billed based on the rate and basis set forth in Exhibit B.

If the City Manager extends the term of this Agreement pursuant to the provisions of Section 2 above, the City Manager shall have the authority to increase the maximum compensation allowed to be paid to CONSULTANT, so long as City Council has appropriated sufficient funds therefor, the Parties mutually agree to such amount in a writing signed by both Parties to this Agreement, and provided further that in no event shall such maximum compensation allowed for the term exceed the City Manager's authority pursuant to Chapter 3.04 of the Morgan Hill Municipal Code, unless otherwise authorized by City Council.

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

Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170 8/7/2024
EXHIBIT 1

2 Updated February 2024

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 Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

3 Updated February 2024
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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4 Updated February 2024

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.

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.

Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

5 Updated February 2024

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

JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY FINDING – IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT – THAT CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER

AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED AGREEMENT WITH THE CITY REGARDING THE Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

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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.

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

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

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

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

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

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

Address of CONSULTANT is as follows:

Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

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Don Barraza, Project Manager
Kennedy/Jenks Consultants
2350 Mission College Boulevard, Suite 525
Santa Clara, CA 95054
Address of CITY is as follows:

Development Services Center
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.

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

16. Maintenance of Records.

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

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

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

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

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

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

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

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

21. Defense and Indemnification.

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

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

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

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

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 Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

9 Updated February 2024
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.

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

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

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

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

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

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

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

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

APPROVED AS TO FORM: Kennedy/Jenks Consultants
City Attorney By:

Donald A. Larkin
Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date:

By:

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
U:\Legal Forms\Consultant Agreements\City Services Agreement For Design Professionals.Docx Vice President and Operations Manager Corporate Secretary By: Gerard P. Cavaluzzi June 24, 2024 June 24, 2024 Jamie E. Kolkey Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170 8/7/2024
8/7/2024 8/7/2024

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EXHIBIT A

SCOPE OF SERVICES
Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

303 Second Street, Suite 300 South
San Francisco, California 94107
415-243-2150
FAX: 415-896-0999
7 June 2024
Mr. David Gittleson, P.E.

Associate Engineer
Utilities & Engineering Department
City of Morgan Hill
17575 Peak Avenue
Morgan Hill, California 95037
Subject: Proposal for As-Needed Engineering Services During Construction for the East Dunne Hillside Water Reservoir and Booster Pump Station Project
Dear Mr. Gittleson:

Kennedy/Jenks Consultants, Inc. (Kennedy Jenks) is pleased to submit this proposal to provide professional services for as-needed engineering services during construction (ESDC) for the East Dunne Hillside Water Reservoir and Booster Pump Station Project (Project). As requested by the City of Morgan Hill (City), these services will be provided on an as-needed basis for items pertaining to the facilities including the reservoir and the retaining walls on the reservoir and pump station sites.

It is understood that these services will be performed as a new contract between Kennedy Jenks and the City. The Scope of Work, assumptions, summary of tasks to be performed by the City, basis of compensation, schedule and terms and conditions for this proposal are included below.

Scope of Work
Kennedy Jenks will provide professional services for as-needed ESDC for the Project, working closely with City staff. Kennedy Jenks’ work is organized in four tasks as described in the following sections.

Phase 1 – Project Management and Quality Control
Task 1.1 – Project Management
Kennedy Jenks will set up the project within Kennedy Jenks’ accounting system, prepare subconsultant agreements, provide management and oversight of in-house project personnel and subconsultants Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Mr. David Gittleson, P.E.

City of Morgan Hill
7 June 2024

throughout the project, and will review and monitor project budget and progress on a regular basis.

Kennedy Jenks will prepare and submit monthly invoices electronically to the City in accordance with the Agreement. This task assumes a construction duration of 35 months from Notice to Proceed (NTP).

Task 1.1 Deliverables:

1. Monthly invoices (electronic, PDF format)
Task 1.2 - Quality Assurance and Quality Control (QA/QC) Each deliverable will receive a quality control review prior to submission to the City from a senior Kennedy Jenks engineer, not directly associated with the project. This includes QA/QC of all Submittal responses, Requests for Information (RFI) responses, design clarifications, and change order assistance.

Phase 2 – As-Needed ESDC
This Scope of Work and Fee Estimate provides an estimate of ESDC in support of Project elements including the reservoir and retaining walls for the Project.

Task 2.1 – Preconstruction Meeting
Kennedy Jenks will attend one, 2-hour virtual preconstruction meeting with the selected Contractor and City construction personnel to review construction project organization, roles and responsibilities associated with construction administration, construction related correspondence, observations and inspections, contract change orders, monthly progress estimates and payments, material testing, disinfection testing, project closeout, and record documents. The meeting will be attended by up to three Kennedy Jenks staff. This City will be responsible for facilitating the meeting and preparing the agenda and meeting minutes.

Task 2.2 – Construction Progress Meetings
Kennedy Jenks will attend up to 35 construction progress meetings (assuming one per month of construction) at the request of the City. Each progress meeting is anticipated to be held virtually, have a 1-hour duration, and will be attended by up to two Kennedy Jenks staff. The City will be responsible for facilitating the meeting and preparing the agenda and meeting minutes.

Task 2.3 – RFI Responses
Kennedy Jenks will assist City staff with preparing responses to Requests for Information (RFIs) related to structural specifications and drawings as requested by the City. Kennedy Jenks’ standard construction administration forms will be used for all RFI responses. It is the responsibility of the City to provide RFIs Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Mr. David Gittleson, P.E.

City of Morgan Hill
7 June 2024

received from the Contractor and to distribute all RFI responses to the Contractor. For budgeting purposes, this proposal assumes a total labor estimate of 80 hours based on assuming 4 hours per RFI response and a total of 20 RFIs. Budget for a senior level engineer to conduct a QA/QC review of each RFI is included under Task 1.2.

Task 2.3 Deliverables:

1. Responses to RFIs (Electronic, PDF format)
Task 2.4 – Design Clarifications
Kennedy Jenks will issue up to 2 Design Clarifications as requested by the City at approximately 16 hours per Design Clarification on average for reviewing and preparing a written response or clarification.

Budget for a senior level engineer to conduct a QA/QC review of each Design Clarification is included under Task 1.2
Task 2.4 Deliverables:

1. Design Clarifications (Electronic, PDF format)
Task 2.5 – Submittal Responses
Kennedy Jenks will review Contractor Submittals pertaining to the retaining walls and reservoir drawings and structural technical specifications as requested by the City for conformance with the Contract Documents. This task includes the review of up to 64 Submittals, including re-Submittals. The term Submittal used herein includes technical submittals, shop drawings, samples, operations and maintenance manuals, and product data required to be submitted by the Contractor. Review will be for substantial conformity with the intent of the Contract drawings and specifications. Such review shall be only for conformance with the design concepts and general compliance with the project’s Contract Documents. It shall not include review of quantities, dimensions, weights or gauges, fabrication processes, construction methods, coordination with the work of other trades, or construction safety precautions, all of which are the sole responsibility of the Contractor. Submittals lacking in clarity or completeness will be returned to the Contractor with appropriate comments.

Kennedy Jenks will prepare a review letter for each Submittal with the recommended disposition and review comments. Kennedy Jenks’ standard construction administration forms will be used for all submittal responses. Kennedy Jenks will provide submittal responses to the City and the City will be responsible for distribution of these documents to the Contractor. For budgeting purposes, this proposal assumes a total labor estimate of 320 hours for this task based on assuming 5 hours per Submittal response. Budget for a senior level engineer to conduct a QA/QC review of each Submittal is included under Task 1.2.

Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Mr. David Gittleson, P.E.

City of Morgan Hill
7 June 2024

Task 2.5 Deliverables:

1. Shop Drawing Review Letters responding to submittals (Electronic, PDF format) Task 2.6 – Change Order Assistance
Kennedy Jenks will review and consult with the City on change orders to the contract documents. For budgeting purposes, this proposal assumes a total labor estimate of 16 hours based on assuming 8 hours per change order assistance and a total of 2 change orders. Budget for a senior level engineer to conduct a QA/QC review of each submittal is included under Task 1.2.

Task 2.7: Record Drawings
Kennedy Jenks will prepare Record Drawings for the Project using the as-built drawing markups of construction changes provided by the Contractor. For estimating purposes, it is assumed that 76 drawings will be updated, each requiring on average 4 hours. Kennedy Jenks will provide one electronic and one full sized (22”x34”) paper hard copy of the Record Drawing set.

Task 2.5 Deliverables:

1. One full sized (22”x34”) paper hard copy of the Record Drawing set

2. Electronic files of Record Drawing set (AutoCAD and PDF format) Assumptions
The following assumptions were developed when preparing the Scope of Work, schedule, and estimated fee for the project.

1. Per discussions with the City, Kennedy Jenks’s schedule and compensation are based on providing the above services for a period of 35 months. If the schedule is extended beyond this period and project management funds are exhausted, a written request will be provided for additional funds.

2. Inspection services are not included as part of this scope of work.

3. It is assumed that Kennedy Jenks will be assisting the City with the ESDC services described above and Kennedy Jenks will not be responsible for distribution of materials to the Contractor.

4. Construction Management services, including construction management software for document control, are not included in this proposal.

Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Mr. David Gittleson, P.E.

City of Morgan Hill
7 June 2024

5. This Scope of Work is based on quantities for reviews identified in the tasks. Additional reviews will require City authorization and an amendment to this contract.

Tasks Performed by City
The following tasks will be provided by the City:

1. The City is responsible for direct communication and coordination with the Contractor, as well as distribution of all materials to the Contractor.

2. The City will be responsible for all inspection services required for the Project

3. The City is responsible for tracking all Submittals and RFIs in a Master Log.

4. It is assumed that the City will be contracting a third party Construction Manager for this Project.

5. Participate in decision-making and provide a best-faith effort to make key decisions in a timely manner.

6. Monitor and manage communications with the residents and stakeholders including any public outreach efforts.

Basis of Compensation
Kennedy Jenks’ proposes that compensation this Scope of Work be on a time and expense reimbursement basis in accordance with the January 1, 2024 Schedule of Charges enclosed. Payments will be made monthly based on invoices, which describe services and list actual costs and expenses. A fee budget of $300,000 is proposed for the as-needed ESDC services of the reservoir and retaining walls.

This amount will not be exceeded without prior written authorization from the City.

A summary of the proposed budget by phase is provided below. The budget may be increased, if necessary, to provide additional services requested by the City.

Phase
Estimated Fee
Budget
Phase 1 – Project Management and Quality Control $80,467 Phase 2 – As-Needed Engineering Services During Construction $219,533 Total Contract Amount $300,000
Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Proposal Fee Estimate (Assoc. Proj. Costs or Comm Charges as ODC) CLIENT Name:

PROJECT Description: E. Dunne Hillside Water Reservoir & BPS As-Needed ESDC Proposal/Job Number: Date:

City of Morgan Hill
6/7/2024
January 1, 2024 Rates KJ KJ KJ KJ KJ KJ
Total Labor + Subs
Classification:

P.J. Bourdaniotis,
J. Salter, J. Jindra
Eng-Sci-1Sr. CAD-DesignCAD-DesignSr. CAD-TechCAD-Tech
Project Assistant
Aide
Total
LaborEscalation (per year)Assoc. Proj. CostsSub-MarkupODCsODCs Markup Total Labor + Subs
+ Expenses
Eng-Sci-9Eng-Sci-8D. BarrazaEng-Sci-7
P.J. Bourdaniotis, J. Salter, J. Jindra
Eng-Sci-6Eng-Sci-5R. DruffelRodriguezEng-Sci-4P. TranEng-Sci-3Eng-Sci-2 Project Assistant
Admin. Assist.

Inspector (M. Godinho)
TotalLaborTotalSubsTotalExpenses
Hourly Rate: $335 $320 $300 $275 $250 $230 $210 $190 $155 $195 $180 $165 $145 $145 $130 $105 $260 Hours Fees 4% $9.74 10% Fees 10% Fees Phase 1 - Project Management
Task 1.1 - Project Management 140 19 35 194 $44,447 $2,667 $1,890 $0 $0 $47,114 $0 $1,890 $49,004 Task 1.2 - Quality Assurance and Quality Control 96 96 $28,800 $1,728 $935 $0 $0 $30,528 $0 $935 $31,463 Phase 1 - Subtotal 0 0 96 0 140 19 0 0 0 0 0 0 0 35 0 0 0 290 $73,247 $4,395 $2,825 $0 $0 $0 $77,642 $0 $2,825 $80,467 Phase 2 - As-Needed ESDC
Task 2.1 – Preconstruction Meeting 2 2 2 6 $1,600 $0 $58 $0 $0 $1,600 $0 $58 $1,658 Task 2.2 – Construction Progress Meetings (35) 35 35 70 $16,800 $1,008 $682 $0 $0 $17,808 $0 $682 $18,490 Task 2.3 - RFI Responses (20) 30 30 20 80 $23,200 $1,392 $779 $0 $0 $24,592 $0 $779 $25,371 Task 2.4 – Design Clarifications (2) 16 16 32 $9,920 $595 $312 $0 $0 $10,515 $0 $312 $10,827 Task 2.5 – Submittal Responses (62) 128 128 64 320 $94,080 $5,645 $3,117 $0 $0 $99,725 $0 $3,117 $102,842 Task 2.6 – Change Order Assistance (2) 8 8 16 $4,960 $298 $156 $0 $0 $5,158 $0 $156 $5,314 Task 2.7 - Record Drawings (76) 19 57 152 228 $46,170 $5,540 $2,221 $0 $1,000 $100 $51,710 $0 $3,321 $55,031 Phase 2 - Subtotal 0 184 201 0 37 178 0 0 0 0 152 0 0 0 0 0 0 752 $196,730 $14,478 $7,324 $0 $1,000 $100 $211,109 $0 $8,424 $219,533 All Phases Total 0 184 297 0 177 197 0 0 0 0 152 0 0 35 0 0 0 1042 $269,977 $18,873 $10,149 $0 $1,000 $100 $288,751 $0 $11,249 $300,000 https://kjcnet-my.sharepoint.com/personal/racheldruffel-rodriguez_kennedyjenks_com/Documents/Desktop/MH/New/Newest/Morgan Hill_KJ 2024 fmPropFeeEstimate_PhaseTask_APCODC_6-7-24_v2.xlsm © 2019 Kennedy/Jenks Consultants, Inc.

Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Mr. David Gittleson, P.E.

City of Morgan Hill
7 June 2024

Schedule
Kennedy Jenks proposes to complete the overall scope of work described above in accordance with the enclosed estimated construction schedule.

Terms and Conditions
This proposal is based on current projections of staff availability and costs and, therefore, is valid for 90 days following the date of this letter. Unless noted otherwise the terms and conditions of the Service Agreement for Design Professionals for the East Dunne Hillside Water Reservoir Project between Kennedy Jenks and the City dated 4 July 2023 are acceptable for use in a new agreement. If this proposal meets your approval, please forward an amended service agreement for design professionals for this work.

If you have any questions regarding this proposal, please contact Don Barraza at (415) 243-2483 or Rachel Druffel-Rodriguez at (858) 676-7532.

Very truly yours,
KENNEDY/JENKS CONSULTANTS, INC.

Donald L. Barraza, P.E.

Vice President, Principal Engineer
Rachel Druffel-Rodriguez, P.E.

Project Manager
AUTHORIZATION:

City of MORGAN HILL
By: ___________________________
(Signature)
___________________________
(Print Name)
Title: ___________________________
Date: ___________________________
Enclosure

1. Estimated Construction Schedule

2. Professional Services Schedule of Charges

3. Proposal Fee Estimate
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EXHIBIT B

SCHEDULE OF COMPENSATION RATES
Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

Client/Address: City of Morgan Hill
17575 Peak Avenue
Morgan Hill, California 95037
Contract/Proposal Date:

Schedule of Charges

PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1...........................................................................$155 Engineer-Scientist-Specialist 2...........................................................................$190 Engineer-Scientist-Specialist 3...........................................................................$210 Engineer-Scientist-Specialist 4...........................................................................$230 Engineer-Scientist-Specialist 5...........................................................................$250 Engineer-Scientist-Specialist 6...........................................................................$275 Engineer-Scientist-Specialist 7...........................................................................$300 Engineer-Scientist-Specialist 8...........................................................................$320 Engineer-Scientist-Specialist 9...........................................................................$335 Senior CAD-Designer ........................................................................................$195 CAD-Designer ...................................................................................................$180 Senior CAD-Technician .....................................................................................$165 CAD-Technician ................................................................................................$145 Project Assistant................................................................................................$145 Administrative Assistant.....................................................................................$130 Aide...................................................................................................................$105 In addition to the above Hourly Rates, an Associated Project Cost charge of $9.74 per hour will be added to Personnel Compensation for costs supporting projects including telecommunications, software, information technology, internal photocopying, shipping, and other support activity costs related to the support of projects.

Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special supplies related to the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services. c. Rented vehicles, local public transportation and taxis, travel and subsistence. d. Project specific telecommunications and delivery charges. e. Special fees, insurance, permits, and licenses applicable to the work. f. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.

If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.

Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.

Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.

Excise and gross receipts taxes, if any, will be added as a direct expense.

The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1, 2024 through December 31, 2024. After December 31, 2024, invoices will reflect the Schedule of Charges currently in effect.

June 7, 2024 June 7, 2024
Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

14 Updated February 2024

EXHIBIT C

SCHEDULE OF PERFORMANCE
Estimated Construction duration: 3 years max.

Estimated start date: July 27, 2024 Estimated
Completion Date: May 20, 2027
Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

ID Task Name Duration Start Finish
1 Notice-to-Proceed 0 days Mon 6/17/24 Mon 6/17/24
2 Construction Phase 764 days Mon 6/17/24 Thu 5/20/27
3 Submittal Reviews 60 days Mon 6/17/24 Fri 9/6/24
4 Mobilization 8 days Mon 9/9/24 Wed 9/18/24
5 Demolition 20 days Thu 9/19/24 Wed 10/16/24
6 Grading 120 days Thu 10/17/24 Wed 4/2/25
7 Soil Nail Wall 60 days Thu 4/3/25 Wed 6/25/25
8 Concrete Wall 60 days Thu 6/26/25 Wed 9/17/25
9 Site Utilities 90 days Thu 9/18/25 Wed 1/21/26
10 Site Electrical 30 days Thu 1/22/26 Wed 3/4/26
11 Tank Construction 120 days Thu 3/5/26 Wed 8/19/26
12 Tank Lining and Coating 30 days Thu 8/20/26 Wed 9/30/26 13 Connect to Existing Lines 7 days Thu 10/1/26 Fri 10/9/26 14 Paving 50 days Mon 10/12/26 Fri 12/18/26
15 Irrigation 40 days Mon 12/21/26 Fri 2/12/27
16 Pump Station Modifications 35 days Mon 2/15/27 Fri 4/2/27 17 Test System 7 days Mon 4/5/27 Tue 4/13/27
18 Start Up 20 days Wed 4/14/27 Tue 5/11/27
19 Cleanup & Demobilize 7 days Wed 5/12/27 Thu 5/20/27
20 Construction Completion 0 days Thu 5/20/27 Thu 5/20/27 6/17
5/20
Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 2024 2025 2026
Task
Split
Milestone
Summary
Project Summary
External Tasks
External Milestone
Progress
Deadline
City of Morgan Hill
East Dunne Hillside Water Reservoir and Booster Pump Station Estimated Construction Schedule

Date: Wed 6/5/24
Docusign Envelope ID: 72F71E6C-39CA-4C0D-938A-AC96D49BB170

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CONSULTANT AGREEMENT FOR DESIGN PROFESSIONALS
Kennedy/Jenks Consultants, Inc
THIS AGREEMENT is entered into and becomes effective on _______________ (Effective Date), by and between the CITY OF MORGAN HILL, a municipal corporation, ("CITY"), and Kennedy/Jenks Consultants, Inc., a California corporation ("CONSULTANT" or "KENNEDY JENKS") hereinafter referred to collectively as “Parties.” In consideration of the promises and the mutual covenants contained in this Agreement, the Parties agree as follows:

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

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until December 30, 2027 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 design the Holiday Lake Booster station and Piping Project per the attached scope of work as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $1,422,058.00. Total compensation to CONSULTANT under this Agreement during its initial term set forth in Section 2 above shall not exceed One Million Four Hundred Twenty two Thousand and Fifty 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.

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.

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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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

JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY FINDING – IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT – THAT CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER

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

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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.

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

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

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

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

12. Conflict of Interest and Reporting. CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement 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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13. Notices. All notices shall be personally delivered or mailed, via first class mail to the below listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery.

Address of CONSULTANT is as follows:

Don Barraza, P.E.

Kennedy/Jenks Consultants
303 Second Street, Suite 300 South
San Francisco, CA 94107
Address of CITY is as follows:

Development Services Center
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.

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

16. Maintenance of Records.

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

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

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

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

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

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

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

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

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.

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

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.

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

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

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

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

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

11 Updated August 2024

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

APPROVED AS TO FORM:

Print Name
Date:

Kennedy/Jenks Consultants, Inc
Donald A. Larkin
City Attorney By:

Print Name
Date:

Print Name and Title of Signer.

If Corporate: Chairman, President or Vice
President
Date:

By:

Date:

Print Name and Title of Signer.

If Corporate: Secretary, Assistant
Secretary, Chief Financial Officer or
Assistant Treasurer
Spencer Archer, Vice President
4/8/2026
Gerard P. Cavaluzzi, Secretary
4/8/2026

EXHIBIT A

SCOPE OF SERVICES
Understanding and Background
This proposal is based on discussions with City staff; a review of the Theory of Operations Preliminary Report prepared by Akel Engineering Group, Inc. (Akel Engineering, March 2023); coordination with Akel Engineering; an evaluation of Table 8.2 and Figure 8.1 of the Water System Master Plan (WSMP); and Kennedy Jenks’ previous work on the development of the East Dunne Hillside Water Reservoir site and the East Dunne Booster Pump Station Modifications.

It is understood that the City requires design of the new Holiday Lake Pump Station (HL-PS) at the East Dunne Hillside Reservoir site to boost water from the new East Dunne Hillside Water Reservoir to the existing Holiday Lake Tanks and a new pipeline to convey water from the new HL-PS to the Holiday Lake Tanks site. The City will provide input and confirm the flowrate and pipeline sizing.

It is understood that the new pipeline construction will consist of two segments of the Holiday Lake Pipeline as shown in the WSMP Figure 8.1 and Table 8.2: 1) HL-P3 along East Dunne Avenue; and 2) HL-P4 along Oak Leaf Drive. The proposed 12-inch Holiday Lake Pipeline will be approximately 0.93 miles (4,900 LF) in length and will ultimately connect to the 12-inch Lake View Drive (HL-P5) segment, which has already been constructed and conveys water to the Holiday Lake Tanks. The connection is anticipated to occur along Park View Drive just east of its intersection with Blue Grass Court as seen on Figure 1. Based on information provided by the City, this proposal was prepared assuming the majority of the new pipeline alignment will maintain approximately 3.5 feet of cover, except in locations where additional depth is required to avoid existing utilities.

Kennedy Jenks will review the previous design modifications of the E. Dunne Booster Pump Station, in coordination with City input regarding control of the pump station pressure zones in the lower E. Dunne service area and assess the need for a larger standby engine generator.

This proposal is based on review of the preliminary pipeline alignment provided by the City outlined in the Theory of Operations Preliminary Report prepared by Akel Engineering (March 2023), previous borehole logs from geotechnical investigations at the East Dunne Hillside Water Reservoir site, and preliminary review of the City of Morgan Hill geologic maps showing local geologic conditions in the vicinity of the project.

From review of the local geology, it is understood that a primary geotechnical challenge to constructing the pipeline may be the excavatability of the site soils/bedrock along the planned pipeline alignment. The City geologic map shows two primary geologic units along the alignment: 1) Santa Clara Formation, some portions of which are mapped as containing hard basalt boulders, which are readily visible on the slopes adjacent to East Dunne Avenue; and 2) Serpentinite, which varies in hardness from “soft, highly sheared” to “hard, relatively fresh boulder-like masses”.

Both geologic units have the potential to present difficult excavation conditions, requiring excavation methods beyond the use of conventional backhoes or excavators, such as jack hammers or ram-hoes. Therefore, one of the primary reasons for a subsurface exploration program along the proposed pipeline alignment is to help identify areas along the proposed alignment that may present difficult excavation conditions, to potentially adjust the alignment, and to reduce the potential for change orders during construction.

We understand that the City would like one (1) set of construction documents prepared to include all elements of the project. The elements of the project are shown in Figure 1 and have been broken down into seven areas as noted below:
2-A: East Dunne Booster Pump Station Modifications (ED-PS) • Upgrade existing ED-PS Pump 2A from 180 gpm to 450 gpm and Pump 2B from 190 gpm to 450 gpm (1 duty + 1 standby) to service the newly constructed East Dunne Hillside Reservoir.
2-B: Holiday Lake Pump Station (HL-PS)
• Construct new pump station building to house three (3) new 350 gpm pumps (2 duty + 1 standby) to serve existing Holiday Lake Zone Tanks 1 and 2. • Provide diesel standby engine-generator unit with subbase tank containing fuel supply for 48 hours of continuous, full-load operation
• Demolition of existing irrigation pump station (pump and pressure tank), and controls.

Irrigation water supply to be transferred to connection from pump station discharge piping with backflow prevention.
2-C: Holiday Lake Pipeline (HL-P3) – Dunne Avenue
• Construct approximately 2,500 LF of 12-inch water main, from the proposed Holiday Lake Zone Pump Station along Dunne Avenue to Oak Leaf Drive. o Interconnect with the existing 8-inch water main at the following locations:
▪ Approximately 1,300 feet south of the intersection of Dunne Avenue and Oak Leaf Drive.
▪ Intersection of Dunne Avenue and Oak Leaf Drive.
2-D: Holiday Lake Pipeline (HL-P4) – Oak Leaf Drive
• Construct approximately 2,400 linear feet of 12-inch water main along Oak Leaf Drive, from Dunne Drive to Lori Drive/Park View Drive.

2-E: ED-PS to Holiday Zone 1 Pipeline Tie-In
• Construct approximately 600 LF of 12-inch water main from the intersection of Thomas Grade Drive and East Dunne Avenue to the intersection of Thomas Grade Drive and Kruse Ranch Lane.
• Interconnect at existing locations:
i. Interconnect with the existing 16-inch from the ED-PS along Dunne Ave, ii. Interconnect with the existing 12-inch water main at the intersection of Thomas Grade Drive and Kruse Ranch Lane.
• Alignment assumed to be within existing easement and/or right-of-way. 2-F: Right-of-Way Northeast of East Dunne Pump Station
• Approximately 2,800 LF of 8-inch water main between East Dunne Pump Station and Oak Leaf Drive will remain in service. No change.
2-G: Proposed Pressure Reducing Valve (PRV)
• Construct a PRV approximately 1,800 feet west of Dunne Avenue within the road rightof-way on Thomas Grade Drive at an elevation of 703 feet.

Scope of Work
Kennedy Jenks will provide professional design services required to complete the design of the pump station, pipelines, PRV, and modifications to the existing pump station, working closely with City staff. Kennedy Jenks will provide electronic files of design plans in AutoCAD format.

Deliverables such as specifications will generally be furnished in electronic format using MS Word or Adobe PDF format. Our work is organized into eight (8) phases and two optional phases as described below:

Phase 1000 – Project Management
Task 01 – Project Initiation
Kennedy Jenks will set up the project within Kennedy Jenks’ accounting system, prepare subconsultant agreements, and issue a Project Initiation Plan to the design team, outlining the scope and budget, and developing a baseline schedule.

A Hazard Appraisal & Recognition Plan (HARP) will be prepared and implemented for the work.

If an employee needs to visit the site where ongoing field investigation activities are ongoing, they will implement the requirements of the HARP. Subconsultants will prepare HARPs for field activities they plan as part of the Project and submit them for informational purposes prior to performing the field activities.

Task 02 – Monitoring and Control
Project coordination will include bi-weekly phone calls with the City’s project manager to discuss work progress, schedule, and budget. Additional regular communication with the City’s project manager will be done by phone and email to coordinate project activities. The frequency of these calls will be adjusted throughout the project according to the level of activity. In addition, Kennedy Jenks will regularly communicate with the Project Engineer, project team members, and subconsultants throughout the project. A Major Decisions Log (MDL) that documents the City’s major decisions related to the Project will also be prepared and maintained.

Task 03 – Monthly Reports and Invoicing
Monthly invoices will be prepared and submitted electronically to the City in accordance with the Agreement. Invoices will be prepared and submitted electronically on a monthly basis. Monthly project progress status updates will be prepared and delivered to the City to support the monthly invoices prepared.

Task 04 – Project Closeout
Kennedy Jenks will complete all project closeout activities, including finalizing documentation, resolving outstanding comments, and confirming that all deliverables have been submitted to the City. The team will participate in a closeout meeting to review the project; capture lessons

learned and confirm completion of scope. Kennedy Jenks will also archive project files in accordance with internal standards and client requirements.

Task 1000 Deliverables:

1. Major Decisions Log updates (electronic, Adobe Acrobat format)

2. Monthly Invoices (electronic, Adobe Acrobat format)

3. Monthly Progress Status Update (electronic, Adobe Acrobat format).

Phase 1100 - Quality Assurance and Quality Control
Each deliverable will receive a quality control review prior to submission to the City from a senior engineer, not directly associated with the project.

Task 01 – Quality Management
An internal quality control plan will be developed at project initiation.

Task 02 – In-house Concept and Criteria Review (C&CR) Meeting An in-house C&CR meeting will be conducted early on the project to obtain focused technical input from senior staff based on their experience from other similar projects. The C&CR meeting will be attended by up to seven (7) key project team members.

Task 03 – Milestone Reviews
The draft Basis of Design Technical Memorandum, Construction Document Submittals (e.g. 30%, 60%, 90%, 100%), and other deliverables will be reviewed. Reviews will be performed by senior staff and will include inter-discipline coordination checks.

Phase 1200 – Meetings
It is anticipated that the kickoff meeting will address still undefined elements of the project associated with the E. Dunne Booster Pump Station modifications, E. Dunne Hillside Water Reservoir, and Holiday Lake Pump Station and Pipeline. It is anticipated that the design review meetings will address all elements of the project. Kennedy Jenks will prepare for and participate in the following meetings with the City. The meetings are estimated to have a 2-hour maximum duration (excluding time for preparation of materials) and will be attended by up to six (6) staff.

1. Kick-off meeting – to be held virtually

2. 30% Design Review Meeting – to be held virtually

3. 60% Design Review meeting – to be held virtually

4. 90% Design Review meeting – to be held virtually
Kennedy Jenks will also prepare for, and participate, in up to four (4) progress coordination meetings or conference calls with City staff during the project. Each progress meeting is anticipated to have a 1-hour duration (excluding time for preparation of materials) and will be attended by up to six (6) staff.

The meetings are detailed in the following subtasks:

Task 01 – Project Kick-off Meeting
Kennedy Jenks will prepare for, attend, and facilitate the kick-off meeting with the City and team members. Client stakeholders, planned roles and responsibilities, project scope, schedule, budget, project controls processes, deliverables, workshops, key deliverable dates and milestones, and key technical issues will be discussed. A meeting agenda will be prepared and notes will be prepared and submitted following the meeting.

Task 02 – Design Review Meetings
Workshop-type meetings will be conducted with the City during the Project to efficiently communicate design concepts and facilitate decisions to keep the project on schedule.

The planned meetings will occur at three (3) milestone points as follows:

1. 30% Design Review Meeting

2. 60% Design Review Meeting

3. 90% Design Review Meeting
Task 03 – Progress Meetings
Kennedy Jenks will prepare for, attend, and conduct up to four (4) progress coordination meetings or conference calls that will include a review of progress, discussion of items requiring feedback, list of outstanding issues requiring resolution, status of scope, schedule and budget, and review of risks. Meeting agendas will be prepared, and meeting notes will be prepared and submitted for the progress meetings.

Task 1200 Deliverables:

1. Meeting Agendas and Notes (Electronic, Adobe pdf format)

Phase 2000 – Investigations
Task 01 – Topographic Survey
Kennedy Jenks will subcontract with Mark Thomas & Company (MTC) to provide utility and boundary survey services necessary for developing the design for the pipeline. MTC shall supply all labor and furnish all materials, supplies, tools and equipment, and all consumable items that are required to complete the utility and boundary survey of the pipeline limits shown in Figure 1. All survey work shall be completed by a California licensed land surveyor in accordance with applicable California statutes governing land surveying. The horizontal survey datum shall be California State Plane Coordinate (SPC) System NAD83, US feet and the vertical datum shall be NAVD88, US feet as derived from previous work from 2016, so the two projects are in alignment. Temporary control points (horizontal and vertical) shall be established at the site for ground control based on the specified datums.

Subtask 01.01 – Aerial Mapping
MTC will perform a survey to provide topographic mapping sufficient to serve as the basis for future civil design work. Pertinent accessible and surface visible above and below ground features will be located and documented primarily using Aerial mapping means supplemented by field surveys. Field crews will set flight panels to control aerial mapping efforts. Once aerial targets are set MTC’s Aerial Consultant will fly the project to capture the aerial imagery. MTC will process the data from the field survey and provide coordinate values to the Aerial Consultant to perform aerial triangulation. Once aerial triangulation is complete the aerial consultant will produce mapping and ortho photo rectification. This data will serve as the base map to facilitate design efforts of the pipelines. Mapping will include planimetrics, a Digital Terrain Model (DTM), and contours presented at a scale of 1”=40’ with a 1’ Contour Interval.

This scope item is limited to one (1) day of fieldwork for a 2-person crew.

Subtask 01.02 – Subsurface Utility Engineering (SUE) Detection and Mark Out MTC SUE crews will provide private utility detection and marking services to an ASCE SUE Quality Level B (QL-B) underground utilities. Crews will utilize electromagnetic (EM) induction and ground-penetrating radar (GPR), as appropriate, to detect subsurface utilities and will mark detected utilities using paint, flags, and/or whiskers. Utility markings will be placed in pink to denote survey marking and dotted using APWA/USA color code conventions to identify the utility type. Where feasible, estimated utility depths will be obtained based on signal characteristics from EM locating or GPR; depth information is dependent on-site conditions and signal quality. Any notable issues, limitations, or discrepancies identified during the QL-B investigation will be reported to Kennedy Jenks and documented as part of the SUE deliverables. This scope of work is limited to eight (8) days of a one person SUE crew.

In addition to the field task described above, MTC will perform Quality ASCE SUE Level D (QLD) utility research to identify available records and published utility information within the Area of Interest. QL-D services will be performed using CivilGrid, a cloud-based utility data aggregation platform. This effort will include:

• Collection and review of available utility records and datasets from public and private utility owners, municipalities, and other data providers. • Compilation of existing utility information to support planning-level understanding of subsurface utility conditions.
• Integration of QL-D utility information with field observations, where applicable, to support subsequent Quality Level B efforts.

QL-D information is limited to the accuracy and completeness of available records and is intended for planning and coordination purposes only.

Subtask 01.03 – Supplemental Utility Survey
MTC will field survey underground and overhead utilities and structures based upon surface visible evidence and available dips within the project limits. These field surveys will utilize conventional ground survey techniques and will supplement the base mapping developed in Task 1. Information to be captured will include:

Sewers, catch basins, and manhole lids locations and elevations. Manholes and catch basins shall be opened and dipped to obtain structure/pipe inverts and manhole body size and eccentricity (if possible);
• Water valves, meters, hydrants, manhole lids and vaults; • Gas valves, stand pipes, manhole lids and vaults;
• Overhead/underground telecom features, including manhole lids and vaults; • Overhead/underground electric features, including poles, manhole lids and vaults. • Dips at intersections will be sufficient to determine slope through the intersection. • All Utility Marks
No utilities will be dipped other than sewer and storm. This scope of work is limited to four (4) days of fieldwork for a two (2) person crew.

Subtask 01.04 – Boundary Survey of APN 729-01-001
MTC will perform a field survey to locate necessary monumentation (based on publicly available record maps filed with the County of Santa Clara) to establish property lines of APN 729-01-001 (2700 THOMAS GRADE AVE, MORGAN HILL, CA 95037-6731), also being Lot 1 on Tract No. 5134 (319M37). It is our understanding that no other monument ties to other maps other than those publicly available will be necessary to complete this project. The Santa Clara County Maps of interest include: 267M1, 319M37, 343M4, 639M25, and 640M33.

Once the field data is collected and processed, MTC will plot the retraced boundary lines in a "LandNet" CAD file to be shared with the design team.

MTC will also plot encumbrances as shown in the title report for APN 729-01-001.

Encumbrances are limited to those shown in the title report and MTC is not liable for unwritten or unrecorded rights. Encumbrances will be noted by the exception number in the title report and the title report number for the subject parcel. These exceptions will be plotted against the retraced right-of-way/boundary lines. The combination of right-of-way and encumbrances will serve as the Land net for use in the design process. The cost of procuring the title report is included in this scope and fee. This scope of work is limited to one (1) day of field work for a two (2) person crew.

Subtask 01.05 – Boundary Survey and Record of Survey of Thomas Grade If required, MTC can work with the City of Morgan Hill to document the location of Thomas Grade (formerly Dunne Ave) from the intersection of the current E Dunne Ave and Thomas Grade as shown on Tract No. 5134 , along Lots 1 & 2 and 80 Open Space to the mapped location of Thomas Grade on Tract No. 4696 (267M1). Since this portion of Thomas Grade in question has not been shown on a previously recorded map (presumably created by deed dedication), MTC will be obligated under Business and Professions code 8762 of the Professional Land Surveyors Act to file a Record of Survey with the County of Santa Clara. It is assumed that the Record of Survey will be no more than two (2) sheets. This scope assumes addressing only one round of comments from the county is included.

Task 02 – Geotechnical Investigation
Kennedy Jenks will subcontract with Haley & Aldrich to conduct a geotechnical investigation of the pipeline alignment and Holiday Lake Pump Station site sufficient to design the Holiday Lake Pump Station and associated pipelines. The geotechnical investigations task includes the following elements:

Subtask 02.01 – Project Management and Meetings
Haley & Aldrich will manage and coordinate our field investigation with Kennedy Jenks and City staff. It is assumed boring locations will be readily accessible by truck-mounted drilling equipment. We have also budgeted for two one-hour meetings (virtual) during the project.

Subtask 02.02 – Data Review and Site Reconnaissance
Haley & Aldrich will review available, pertinent soils, geotechnical, geologic, groundwater elevation data, and seismic data previously developed for private and public improvement projects that are readily attainable from the City, Santa Clara Valley Water District, Santa Clara County, Caltrans, U.S. Geological Survey, and other public agencies. Haley & Aldrich will review the available geologic and soil mapping before conducting our field investigation. In addition, reconnaissance of the site will consist of:

• Confirming drill rig access;
• Documenting of the site with photographs;
• Applying for and obtaining an encroachment permit from the City; • Identifying visually and documenting key features pertinent to the geotechnical design; • Marking of preliminary boring locations in the field; and • Notifying Underground Service Alert (USA) for utility marking. A private utility locator will also be used to clear the boring locations.

Subtask 02.03 – Field Investigation
Subsurface exploration will consist of drilling up to seven borings along the planned pipeline alignment and at the pump station and PRV on Thomas Grade. The borings will be drilled using truck-mounted drilling equipment and will extend to depths ranging from 15 to 30 feet below grade unless drill refusal occurs at a shallower depth. The borings are anticipated to be drilled in one day. A drilling permit is not required by the Santa Clara Valley Water District for borings less than 45 feet in depth. We assume a no-fee encroachment permit is required for this work, which we will apply for with the City.

Soil samples will be collected using the Standard Penetration Test Split Spoon Sampler and/or California Modified Sampler methods, and blow count data will be obtained for engineering analysis. Soil samples will generally be taken at 3- to 5-foot intervals. Groundwater levels will be measured in the borings if encountered.

At completion, borings will be backfilled with neat cement slurry following Santa Clara Valley Water District’s requirements. Soil cuttings will be collected and disposed of off the site. Testing and disposal charges will be added to our estimate if contaminated materials are encountered.

Subtask 02.04 – Laboratory Testing
Laboratory testing will be performed on selected soil samples retrieved from the borings to determine engineering properties and confirm field classifications. Laboratory testing is anticipated to include, but is not limited to, moisture content, dry soil density, sieve analysis, Atterberg Limits, and shear strength testing. In addition, two samples will be tested following Caltrans corrosion requirements, including Minimum Resistivity, pH, Chloride, and Sulfate.

Subtask 02.05 – Engineering Analysis and Geotechnical Design Report Haley & Aldrich will evaluate the boring logs, and laboratory test results to estimate the geotechnical engineering properties of the encountered materials. Engineering analysis will include calculations and analysis for foundation design. The results from the data review, subsurface exploration, laboratory testing, and engineering analysis will be used as the basis

for the development of geotechnical recommendations to be presented in a Geotechnical Design Report with supporting graphics and data. Our Geotechnical Design Report will include the following:
• An introduction including site location, description, and purpose of the investigation; • Figures, including a site plan showing our boring locations, and key site features, and applicable geologic mapping;
• A summary of the site geology and subsurface conditions; • Boring logs and test results from the subsurface exploration and lab testing; • Site seismicity and seismic hazards, including liquefaction potential; • Foundation design criteria, including design criteria for vertical and lateral support of the structure; and
• Site grading recommendations, including criteria for fill quality and compaction, and exterior concrete flatwork.

A draft report will be provided for review and comment before a final report is issued.

Task 2000.02 Deliverables:

1. Draft and Final Geotechnical Report
Task 03 – Potholing
Kennedy Jenks will prepare a draft proposed potholing plan and associated map for City review.

Following receipt of City comments, the potholing plan will be revised and finalized. Kennedy Jenks will subcontract with Bess Utility Solutions (Bess) to perform utility verification at selected locations along the project alignment, as identified in the approved potholing plan, for the purpose of confirming the horizontal and vertical location of existing underground utilities. For scoping purposes, it is assumed that up to 22 potholes will be required, with an estimated depth distribution of 12 potholes at approximately 4 feet of cover and 10 potholes at approximately 8 feet of cover. These quantities and depths are preliminary and may be refined upon further coordination with the City or based on field conditions; if additional potholes are required or if deeper and more intensive excavation (e.g., trench slots or extended shoring) is necessary, an increase in budget and schedule will be required and will be authorized in writing prior to proceeding. It is assumed that Class II AB backfill and temporary cold‑patch pavement restoration will be acceptable for all pothole locations. Any requirement for hot‑mix asphalt or more extensive permanent pavement repairs will be considered outside the scope of this proposal and will require additional budget and a contract amendment. The information collected will support the design efforts by Kennedy Jenks and reduce construction risk associated with unknown or inaccurately mapped utilities. Bess will prepare a draft and final

potholing report summarizing methods, findings, and field data as the deliverable for this task.

Task 2000.03 Deliverables:

1. Draft and Final Proposed Pothole Plan

2. Draft and Final Pothole Report
Task 04 – Field Investigation
Kennedy Jenks will conduct one (1) site visit to each pump station location – the E. Dunne Booster Pump Station and the E. Dunne Hillside Reservoir site, which will serve as the future location of the Holiday Lake Pump Station – and walk the proposed pipeline alignments and site of the proposed pressure‑reducing valve (PRV) alignment to verify existing field conditions, including the existing generator, electrical equipment capacity, utility service capacity, and utility connection availability, as well as identify site-specific constraints that may influence design or construction. The field investigation will be attended by up to five (5) Kennedy Jenks team members and will be performed during development of the Preliminary Design.

Task 05 – Utility Research and Review
Kennedy Jenks will contact Underground Service Alert to determine the utility owners within the project limits and send formal requests to each utility owner requesting record drawings and any future utility plans.

Phase 3000 – Preliminary Design
Task 01 – Coordination
Kennedy Jenks will attend periodic internal and external coordination meetings pertaining to the Preliminary Design.

Task 02 – 30% Drawings and OPCC
Selected partially complete 30% drawings, an opinion of probable construction cost (OPCC), and an updated drawing list will be prepared and included in the Technical Memorandum described in the next task. The guidelines of the Association for the Advancement of Cost Engineering (AACE) will be followed and standard Kennedy Jenks cost estimating procedures for this initial OPCC and subsequent OPCCs will be performed. The initial OPCC will be in accordance with AACE Class 4 estimate guidelines.

Task 3000.02 Deliverables:

1. AACE Class 4 OPCC (Electronic, Adobe pdf format)

2. Preliminary (30%) Drawings (Electronic, Adobe pdf format)

Task 03 – Basis of Design Technical Memorandum (TM) for Pump Stations
and Pipelines
Kennedy Jenks will prepare a single technical memorandum (TM) summarizing the basis of design for the Holiday Lake Pump Station, E. Dunne Booster Pump Station modifications, and associated pipelines to document the design criteria. The TM will cover the approach and applicable design criteria for each design discipline, including the following elements for each pump station and pipeline alignment:

Holiday Lake Pump Station:
• Site civil (grading, drainage, access, etc.) and yard piping • Stormwater pollution prevention and control plans for the pump station • Structural Basis of Design
• Architectural
• HVAC and other building mechanical systems
• Pumping equipment and related valves, piping and other hydraulic appurtenances • Engineering associated with identifying “Duty” versus “Standby”, lift and preferences regarding the type of pumps and motors to be used for the pump station. • A hydraulic profile for the pumping station and pipeline • Electrical systems and electrical service including PG&E permitting • Standby diesel engine generator – assumed to be outside of the HL-PS building within its own sound-attenuated enclosure in the location of the currently planned irrigation equipment.
• Demolition of the existing irrigation equipment (pump and pressure tank) and controls, Irrigation controls to be integrated into new pump station design. Water supply for irrigation system to be transferred to a connection on the high pressure (discharge) piping of the new HL-PS. Connection to be made with backflow prevention unit. • Instrumentation and control systems
• Code review
E. Dunne Booster Pump Station:

• Evaluating and modifying the E. Dunne Pump Station to operate under control of the new reservoir.
• Connecting the Holiday Zone 1 pumps of the E. Dunne Pump Station (Pumps 2A and 2B) to the pipeline to the new E. Dunne Hillside Reservoir, validating the new pumping requirements including changing pumps.
• Evaluation of modifying pressure zone(s) in the lower E. Dunne area.

Evaluating E. Dunne pumping requirements and assessing whether the existing generator size is adequate, including determining if replacement with a new generator is necessary. • Instrumentation and control systems.
• Code review
Associated Pipelines:
• Plan and profile sheets illustrating the pipeline alignments. • Selected pipeline standard details
• Structural items such as valve and meter vaults (assumed to be precast) • Line valves, air release valves, and blow offs.
• Pumping equipment and related valves, piping and other hydraulic appurtenances • A hydraulic profile for the pumping station and pipeline • Electrical facilities
• Stormwater pollution prevention and control plans for the pipeline • Instrumentation and control systems
• Code review
Approximately two (2) weeks after the submittal of the TM, a review meeting with the City will be facilitated to discuss the basis of design, City comments, and other relevant issues.

A workshop with City staff will be held to discuss the Draft TM and 30% design drawing, and any critical issues as provided in Phase 1200.

Task 3000.03
Deliverables:

1. Pump Stations and Pipelines Draft and Final TM (Electronic, Adobe pdf format) Task 04 – Surge Analysis and Control Recommendations
Upon the sudden loss of power to the Holiday Lake Pump Station during pump operation, a lowpressure wave will propagate out into the pipeline, lowering the pressure in the system as it travels downstream toward the Holiday Lake Reservoir. This low-pressure wave could result in a reduction in the hydraulic grade line (HGL) elevation sufficient to cause negative pressure conditions in the pipeline, leading to possible vapor pressure conditions that could result in water column separation and vapor cavity formation. Upon reflection of the pressure surge wave at the Holiday Lake Reservoir and re-pressurization of the system, any vapor cavities that have formed will collapse, creating extremely high pressures that could over-pressurize the system. When the re-pressurization wave reaches the pump station, it will again be reflected as a high-pressure wave that, depending on the magnitude, could over-pressurize the system. Kennedy Jenks will subcontract with Scott Foster Engineering, Inc. (SFE) to perform an analysis of a sudden loss of power and the startup of the pump station when delivering flow to the Holiday Lake Reservoir.

Subtask 04.01 – Information Review
Applicable project information will be reviewed including pump station plans and sections; pump curves; valving; operational scenarios, and hydraulic model of the Holiday Lake Zone.

Proposed pipeline profiles, materials, diameters, and pressure classes will also be reviewed.

Subtask 04.02 – Model Development
A surge analysis model of the system including the pump station and the pipeline for maximum and minimum demand flow conditions delivering to the Holiday Lake Reservoir under high and low water surface elevations for both the East Dunne and Holiday Lake reservoirs will be created.

Subtask 04.03 – Analysis and Recommendations
Surge analyses simulations will be performed for sudden pump trip and pump startup of the pump station under maximum and minimum demand flow conditions assuming no surge protection for the system. Based on the results of the analyses, if necessary, surge protection measures will be recommended in the form of pressurized surge tanks and/or vacuum relief valves to protect the entire system from adverse pressure surges.

Subtask 04.04 – Draft Technical Memorandum
A Draft Technical Memorandum will be prepared and submitted summarizing the results and recommendations of the analysis.

Subtask 04.05 – Final Technical Memorandum
Following receipt of Kennedy Jenks and City comments, SFE will address the comments and submit the Final Technical Memorandum.

Task 3000.04 Deliverables:

1. Surge Analysis Draft and Final Technical Memorandum (Electronic, Adobe pdf format).

Phase 4000 – Final Design
Task 01 – Coordination
Kennedy Jenks will attend periodic internal and external coordination meetings pertaining to the Final Design.

Task 02 – 60% Drawings, Specifications List, and OPCC
Based on the design concepts, modifications, and criteria established in the TM, a comprehensive 60% design submittal package will be prepared for City review covering the new Holiday Lake Pump Station, all new associated pipelines, the new PRV and the East Dunne Booster Pump Station modifications. Work will include advancing the 30% pump station and pump station modification drawings and preparing additional general, civil, mechanical, structural, architectural, and electrical drawings – such as site grading, mechanical layouts, details, door/window/finish schedules, electrical single-line diagrams, and conduit and wire schedules—as well as preparing new pipeline drawings including general sheets, plan-andprofile sheets (at a scale of 1"=30' horizontal and 1"=5' vertical), details, and erosion and sediment control. Drawings will be prepared using AutoCAD 2026 format. Drawings will be set up with 24” x 36” format for reduction to half-scale 12"x18" size for submittal and bidding purposes. A list of planned technical specifications required for the work for the 60% design will be prepared. Quantity take-offs from the 60% design drawings will be performed and an OPCC update (AACE Class 3) will be prepared. A workshop with City staff will be held to discuss the 60% design and any critical issues as provided in Phase 1200.

Task 4000.02 Deliverables:

1. 60% Design Drawings (Electronic, Adobe pdf format).

2. 60% Design Specifications Table of Contents (Electronic, Adobe pdf format)

3. Class 3 OPCC (Electronic, Adobe pdf format).

Task 03 – 90% Drawings, Specifications, OPCC, and Schedule Responses to the City’s review comments on the 60% design package will be incorporated and the 60% design drawings will be advanced to the 90% design level for City review. The

90% phase will consist of further detailed design and refinement of the project elements to produce a complete set of drawings. Inter-disciplinary and intra-disciplinary coordination will be completed. Kennedy Jenks will coordinate with PG&E for the service application for the new Holiday Lake Pump Station and modifications to the service application for increased connected load at the E. Dunne Booster pump station.

The responses to comments on both submitted and the proposed list of specifications from the 60% design review will be incorporated and 90% design level specifications will be prepared. The technical specifications will be prepared using standard Construction Specifications Institute (CSI) 2004 format, modified for the project. It is assumed that Division 0 and 1 specifications will be prepared by the City staff – with the except of Kennedy Jenks’ specification section 01 87 13 Seismic Requirements. Kennedy Jenks will provide bid quantities to the City to be included in Division 1.

The quantity take-offs from the 90% design drawings will be updated and an OPCC (AACE Class 2) for the 90% design will be prepared.

A conceptual construction schedule broken down to define the major components of work will be prepared. The conceptual schedule will likely contain the following elements:
• Shop drawing submittals for pumps, pipelines, shoring systems, electrical gear, valves and piping.
• Fabrication of pumps, pipes, fittings, and electrical gear • Holiday Lake Pump Station construction
• East Dunne Booster Pump Station modification
• Pipeline construction
• Surface restoration
• Structural and mechanical construction
• Pipe connections
• Pipe testing
• Pump station startup and testing.

A workshop with City staff will be held to discuss the 90% design and any critical issues as provided in Phase 1200.

Task 4000.03 Deliverables:

1. 90% Design Drawings (Electronic, Adobe pdf format).

2. 90% Design Specifications (Electronic, Adobe pdf format).

3. Class 2 OPCC (Electronic, Adobe pdf format).

4. Conceptual Construction Schedule (Electronic, Adobe pdf format).

5. PG&E Service Application.

Task 04 – 100% Drawings, Specifications, OPCC, and Schedule Responses to the comments from the 90% design review will be incorporated and final signed and sealed 100% design drawings will be prepared. Following review of the 90% design specifications by the City, the final comments will be addressed and the final signed and sealed 100% technical specifications will be prepared. An electronic copy of the drawings and specifications will be provided. The quantity take-offs from the 100% design drawings will be updated and an OPCC (AACE Class 2) for the 100% design will be finalized. A final construction schedule defining the major components of work will be prepared.

Task 4000.04 Deliverables:

1. 100% Design Drawings (Electronic, Adobe pdf format).

2. 100% Design Specifications (Electronic, Adobe pdf format).

3. Class 2 OPCC (Electronic, Adobe pdf format).

4. Final Construction Schedule (Electronic, Adobe pdf format).

5. PG&E Service Application
Phase 5000 – Permitting Support
Task 01 – Pump Station Building Permit Assistance
A building permit will be required from the City Building Department. It is assumed that the City will prepare the building permit application. However, Kennedy Jenks will assist the City in responding to written permit review comments received from the Building Department. It is assumed Kennedy Jenks will not be participating in permitting meetings. A total of 316 hours has been budgeted for this task.

Task 02 – California Division of Drinking Water (DDW) Distribution Pump Stations and Pipeline Permit and Waiver Support
It is assumed that the City will be responsible for preparing, packaging, and submitting all California State Water Resources Control Board Division of Drinking Water (DDW) permit applications for the pump station(s) and pipeline, including fees and agency coordination. Kennedy Jenks will provide as‑ needed technical assistance limited to responding to written DDW comments on the permit materials – clarifications, revisions to narrative/design criteria, and supporting technical content – up to 16 hours.

For the separation waiver associated with the 12‑inch water main along Thomas Grade Drive, Kennedy Jenks will similarly provide as‑needed technical support up to eight (8) hours, including furnishing technical information for the waiver package and responding to written DDW comments, while the City will prepare and submit the waiver application and all required forms. Additional services beyond these hour caps (e.g., meetings/hearings, field work, multiple resubmittal cycles, or new technical studies) are excluded and can be provided as added services upon written authorization.

Task 03 – Air Quality Management District Permit Assistance Based on past experience, permits from the Air Quality Management District (AQMD) for generator modifications and new generators require engineering support. Kennedy Jenks has provided effort for coordinating with AQMD for revised and new permits for both the E. Dunne Booster and Holiday Lake Pump Stations. It is assumed the City will be responsible for completing and filling in the permit application. Up to twelve (12) hours has been budgeted for this task.

Phase 6000 – As-Needed Design Contingency (Optional)
Kennedy Jenks will provide as-needed design contingency during the project as requested and authorized by the City. Services may include assistance with additional design services, additional design based on unforeseen site conditions, and additional site visits or meetings. An allowance of up to $50,000 is reserved for this task.

Phase 7000 – Bid and Award Assistance
Answers to written questions submitted to the City by bidders and forwarded in writing to Kennedy Jenks will be provided. Contract requirements which are changed as a result of questions and answers will be included in addenda. It is assumed that up to two (2) addenda will be prepared. It is assumed that the City will distribute all addenda. Two staff members will attend one pre-bid meeting and site visit and prepare the pre-bid meeting agenda and meeting minutes.

The bid results for the two lowest construction bid packages received will be reviewed and a recommendation to the City concerning award of the contract will be provided.

Phase 8000 – Construction and Operations Support (Not Included) This phase will be authorized later, following further development of the bidding and construction schedule for the project. This phase is likely to include some of the following tasks:

• Responses to contractor requests for information (RFIs) • Review submittals and shop drawings
• Issue design clarifications
• Construction site visits
• Construction management (limited support)
• Construction observation (as needed)
• Punch list administration
• Record drawing preparation
• Testing and startup assistance
• Operations manual for the system components including E. Dunne Pump Station modifications, E. Dunne Hillside Reservoir, Holiday Lake Pump Station, Holiday Lake Pipeline to Holiday Lake Tanks.

Phase 9000 – Optional Services (Not Included)
Depending on the findings from Phase 2000 and decisions made during Phase 3000, additional tasks may be authorized to facilitate the design and construction of the project elements. These may include:
• Additional potholing at the pump station site or along the pipeline alignment to locate existing underground structures and utilities.
• Designing necessary relocations for utilities or other facilities. • Planning and/or design of modifications to facilities in the lower E. Dunne pressure zone.
• Additional encroachment or DDW permit assistance such as preparation of Drinking Water Operations Plan.
• Assistance with CEQA document update and/or other environmental permits. • Additional presentations regarding the design and schedule for the project. • Inspection services to include special inspection(s) and structural observation(s) in accordance with the building code.

Assumptions
The following assumptions were developed when preparing the scope of work, schedule, and estimated cost for the project.

1. One (1) set of construction documents will be prepared to include all project elements. Construction documents will include the City’s Project Manual, including General Conditions.

2. Permission to perform the field investigation work described herein will be provided by the City.

3. A City encroachment permit is required for the field work associated with the geotechnical investigation and potholing work. Haley and Aldrich will provide up to five (5) traffic control plans and Bess will provide up to six (6) traffic control plans.

Both will submit a completed encroachment permit application. As this is a City project, it is assumed the permit application fee will be waived.

4. Subsurface exploration conducted by Haley & Aldrich will take place between 8:00 AM and 5:00 PM on non‑holiday weekdays. Potholing activities performed by Bess will occur between 7:00 AM and 4:30 PM on non‑holiday weekdays.

5. Traffic control will be required for most borings and potholes, which will be located within public streets.

6. Drilling and traffic control subcontractors’ fees are based on prevailing wage rates.

7. Soil cuttings from the boring will not be contaminated and excess soil will be transported from the site and disposed of as clean soil.

8. The City’s front ends (Division 0 and 1) specifications will be incorporated into Kennedy Jenks’ standard specifications for Division 2 through 50.

9. It is assumed that any architectural treatment of the Holiday Lake Pump Station will be limited to that of the City’s other distribution system pump stations, utilizing split‑face concrete masonry unit (CMU) walls as the primary exterior finish.

10. The Holiday Lake Pump Station will consist of a single-story building housing electrical switch gear, controls, pumps, piping and accessories.

11. The Holiday Lake Pump Station has readily available power connections at site rightof-way from the electric utility (PG&E). PG&E has sufficient power capacity for the new station and major upgrades, and coordination will not be necessary.

12. The Holiday Lake Pump Station will include an outdoor on-site standby generator with enclosure and diesel fuel tank. An automatic transfer switch will be mounted in the

pump building and be field wired to the generator.

13. The site irrigation system installed as part of the East Dunne Hillside Reservoir project may be demolished. The water supply connection, power supply and irrigation control may be transferred to the Holiday Lake Pump Station.

14. The Holiday Lake Pump Station will only serve areas in a single pressure zone. No pressure reducing valve stations will be needed.

15. No new instruments or controls will be required at the Holiday Lake tanks and site.

16. The Holiday Lake Pump Station building permit drawings will not require any special code compliance sheets (ADA, egress/occupancy diagrams, Green Building, Fire code, etc.).

17. The East Dunne Booster Pump Station will be available for evening (off-hour) operation throughout the duration of the project.

18. All pipelines will be installed by open cut.

19. All water mains will be ductile iron per City of Morgan Hill standards.

20. All pipeline work will be done in the public Right-of-Way and easements will not be procured.

21. It is assumed that the design of the 12-inch water main running along Thomas Grade Drive, connecting ED-PS to Holiday Zone 1, will require a Main Separation Waiver from DDW.

22. No cathodic protection design will be required.

23. The City will complete the building permit forms. Kennedy Jenks assumes all information will be submitted in PDF format.

24. The design budget is based on Kennedy Jenks preparing up to eighty-nine (89) drawings (preliminary drawing list enclosed at the end of the proposal).

25. Does not include any engineering effort for modifying pressure zones in the lower E.

Dunne area or design of a new generator installation. The existing day tank, the fuel piping between the engine generator and the day tank, and the exhaust system will have to be evaluated for re-use or replacement. If a new generator is needed, building area expansion will not be required.

26. The E. Dunne Pump Station electrical equipment capacity is sufficient for Phase 2 – no equipment or electrical utility upsize will be required.

27. Effort to coordinate with AQMD for revised and new permits for both the E. Dunne

Booster and Holiday Lake Pump Stations is included. The City will be responsible for completing and filing the permit application.

28. All proposed facilities are located within City property, easements and/or the right-ofway.

29. Per direction of the City, no fire hydrant is required near the East Dunne Hillside Water Reservoir site.

30. Akel Engineering is responsible for any hydraulic modeling for the facilities.

31. The new PRV facility will be housed in a below grade pre-cast vault within the right-ofway and will not include remote monitoring capabilities; therefore, no associated electrical or telemetry work is anticipated.

32. For the survey work, it is assumed all access will be granted and no traffic control will be required.

33. Instrumentation and controls design services for additional equipment, areas, and/or structures not listed in this scope of work are excluded but may be added by amendment.

34. Radio path studies are excluded.

35. Existing control panels and PLC cabinets have sufficient capacity for the additional I/O anticipated as part of this project.

36. Evaluation of existing instrumentation, instrument arrangements, and existing process control strategies are excluded.

37. Pipe supports, pipe support anchorage, and equipment anchorage designs are assumed to be deferred submittal designs.

38. Vaults are assumed to be pre-cast with deferred submittal design.

39. Seismic evaluation, strengthening, or retrofit of existing structures and buildings is excluded from this scope.

40. Proposed pump building is anticipated to be CMU bearing and shear walls with metal roof deck supported by steel roof framing members. It is assumed that all pipeline design will be in public streets and that there will not be a need to file or obtain any encroachment permits or easements.

Tasks Performed by City
The following tasks will be performed by the City:

1. Provide all readily available background documentation for the pump station and pipeline to Kennedy Jenks for review.

2. Provide input and confirm the flowrate(s) for all pump stations and pipelines.

3. Provide operational information such as the maximum and minimum water surface elevations in the East Dunne and Holiday Lake reservoirs.

4. Provide as-built documentation of the existing water pipelines for tie-ins including record drawings.

5. Prepare and submit pump station building permit application and any applicable fees; interface with the building department as required.

6. Review Kennedy Jenks’ submittals within the scheduled time periods and provide a single, consolidated set of comments on each submittal.F

7. Participate in decision-making and provide a best-faith effort to make key decisions in a timely manner.

8. Print the Contract Document Bid Sets and distribute to prospective bidders.

9. Conduct the advertisement for bidding, reproduce and distribute plans, act as the point of contact for contractors, organize bid opening, award the construction contract, and arrange Pre-Bid meetings.

10. Monitor and manage communications with the local residents and stakeholders including any public outreach efforts.

11. Provide the system hydraulic model produced by Akel Engineering.

Terms and Conditions
This proposal is based on current projections of staff availability and costs and, therefore, is valid for ninety (90) days following the date of this letter. To assure a clear understanding of all matters related to our mutual responsibilities, the attached Standard Conditions dated August 7, 2024 are made a part of our agreement. We have found these terms to be appropriate for use with agreements for the provision of engineering and scientific services, and accordingly, should any conflict exist between the attached terms and the form of any purchase order or confirmation issued, the terms of this proposal and the attached Standard Conditions shall prevail in the absence of our express written agreement.

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DUNNE AVE

FOUNTAIN

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LAKE VIEW DR
8 Proposed Holiday Lake
Booster Station
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12 East Dunne
Pump Station
Detail A

OAKS DR
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Elevation: 703 ft
Holiday Lake
Tank 2
Holiday Lake
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12 Zone Change from
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to Holiday 1 Zone after
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Figure 3
Proposed Holiday Lake
Improvements - Phase 2
East Dunne Tank and Pump Station
City of Morgan Hill
Updated: February 15, 2023
0 250 500 1,000
Feet
5GIS
File Path: P:\xGIS\GIS_Projects\Morgan_Hill\Water\230119-HolidayDunne\MH_Phase2_HolidayDunne_021523.mxd FIGURE 1 2A - MODIFICATIONS TO EAST DUNNE
PUMP STATIONUpgrade existing ED-PS Pump 2A from 180gpm to 450 gpm and Pump 2B from 190 gpmto 450 gpm (1 duty + 1 standby) to servicethe newly constructed East Dunne HillsideReservoir. 2E - EAST DUNNE BOOSTERPUMP STATION - HOLIDAYZONE 1 PIPELINE TIE-IN• Construct approximately 600LF of 12-inch• Interconnect at existing16-inch from the ED-PS alongDunne Ave & existing 12-inch atthe intersection of ThomasGrade Drive and Kruse RanchLane.• Alignment assumed to bewithin existing easement and/orright-of-way(Lower segment of existing 12"becomes part of Holiday 1Zone) 2G - PROPOSED PRESSUREREDUCING VALVEConstruct a new PRVapproximately 1,800 feet west ofDunne Avenue within the roadright-of-way on Thomas GradeDrive at an elevation of 703 feet.Assume to be housed in belowgrade pre-cast vault. 2B - PROPOSED HOLIDAY LAKE PUMPSTATION ON EXISTING EAST DUNNEHILLSIDE WATER RESERVOIR SITEConstruct new pump station building to housethree (3) new 350 gpm pumps (2 duty + 1 standby)to serve existing Holiday Lake Zone Tanks 1 and2. New single story on-site stand-by generator inenclosure outside of pump station building. 2C - PROPOSED HOLIDAY LAKE PIPELINEFROM HLPS (HL-P3) - DUNNE AVEConstruct approximately 2,500 LF of 12-inch watermain, from the proposed Holiday Lake Zone PumpStation along Dunne Avenue to Oak Leaf Drive.

Note: Interconnect new 12"with existing 8" pipeline
Note: Interconnect new 12"with existing 8" pipeline
2-F: RIGHT-OF-WAY NORTHEASTOF EAST DUNNE PUMP STATION Approximately 2,800 LF of 8-inchbetween East Dunne Pump Station andOak Leaf Drive will remain in service.No change. 2D - PROPOSED HOLIDAY LAKEPIPELINE (HL-P4) - OAK LEAF DRIVEConstruct approximately 2,400 LF of12-inch water main along Oak LeafDrive, from Dunne Drive to LoriDrive/Park View Drive.

Note: Existing 12" segment toHoliday Lake Tanks (HL-P5) NOTE: FIGURE 3 FROM AKEL ENGINEERING'STHEORY OF OPERATIONS PRELIMINARYREPORT, MARCH 2023

Preliminary List of
Drawings
Sheet Drawing Drawing Title

GENERAL
1 G-000 Title Sheet, Sheet Index, Vicinity Map, Location Map 2 G-001 Drawing Index
3 G-002 General Abbreviations
4 G-003 General Notes and Legend
5 G-004 General Equipment Designations and Process Identification Codes 6 G-005 General Process Symbols
7 G-006 Basis of Design and Hydraulic Profile

DEMOLITION
8 D-001 Demolition Abbreviations and Notes
9 D-100 Holiday Lake Pump Station Existing Conditions and Demolition Plan 10 D-200
East Dunne Booster Pump Station Existing Conditions and Demolition Plan
CIVIL
11 C-001 Civil Notes
12 C-002 Civil Legend
13 C-003 Standard Details - I
14 C-004 Standard Details - II
15 C-010 Overall Site Plan
16 C-100 Holiday Lake Pump Station Horizontal Control, Paving, and Grading Plan 17 C-101 Holiday Lake Pump Station Yard Piping Plan
18 C-110 ED-PS to Holiday Zone 1 Tie-In Plan and Profile Sta: 1+00 to 7+00 19 C-120 Holiday Lake Pipeline HL-P3 Plan and Profile Sta: 1+00 to 7+00 20 C-121 Holiday Lake Pipeline HL-P3 Plan and Profile Sta: 7+00 to 13+00 21 C-122 Holiday Lake Pipeline HL-P3 Plan and Profile Sta: 13+00 to 19+00 22 C-123 Holiday Lake Pipeline HL-P3 Plan and Profile Sta: 19+00 to 25+00 23 C-124 Holiday Lake Pipeline HL-P3 Plan and Profile Sta: 25+00 to 26+00 24 C-125 Holiday Lake Pipeline HL-P4 Plan and Profile Sta: 1+00 to 7+00 25 C-126 Holiday Lake Pipeline HL-P4 Plan and Profile Sta: 7+00 to 13+00 26 C-127 Holiday Lake Pipeline HL-P4 Plan and Profile Sta: 13+00 to 19+00 27 C-128 Holiday Lake Pipeline HL-P4 Plan and Profile Sta: 19+00 to 25+00 28 C-130 Pressure Reducing Valve Vault Plan, Sections, and Detail 29 C-500 City of Morgan Hill Details - I
30 C-501 City of Morgan Hill Details - II
31 C-502 Connection Details - I
32 C-503 Connection Details - II
33 C-600 Construction Erosion Control BMPs

STRUCTURAL
34 S-001 Structural General Notes and Abbreviations
35 S-002 Structural Special Inspection and Testing Notes - I 36 S-003 Structural Special Inspection and Testing Notes - II 37 S-004 Structural Special Inspection and Testing Notes - III 38 S-005 Standard Details - I
39 S-006 Standard Details - II
40 S-007 Standard Details - III
41 S-008 Standard Details - IV
42 S-100 Holiday Lake Pump Station Foundation Plan
43 S-101 Holiday Lake Pump Station Roof Framing Plan
44 S-102 Holiday Lake Pump Station Sections and Details - I 45 S-103 Holiday Lake Pump Station Sections and Details - II 46 S-200 Holiday Lake Outdoor Generator Foundation Plan and Sections 47 S-300 East Dunne Booster Pump Station - Demolition Plan and Details

ARCHITECTURAL
48 A-001 Code Summary, Schedules and Notes
49 A-002 Standard Details - I
50 A-003 Standard Details - III
51 A-100 Holiday Lake Pump Station - Floor and Roof Plan 52 A-101 Holiday Lake Pump Station - Exterior Elevations 53 A-102 Holiday Lake Pump Station - Building Sections

PROCESS MECHANICAL
54 M-001 Mechanical General Notes and Abbreviations
55 M-101 Holiday Lake Pump Station - Pump and Piping Plans 56 M-102 Holiday Lake Pump Station - Mechanical Sections 57 M-300 East Dunne Booster Pump Station - Demolition Plan 58 M-301 East Dunne Booster Pump Station - Modified Piping Plan 59 M-500 Mechanical Details - I
60 M-501 Mechanical Details - II

BUILDING MECHANICAL
61 H-001 HVAC General Notes, Legend, and Abbreviations
62 H-002 HVAC Schematic, Legend and Schedules
63 H-100 Holiday Lake Pump Station - Plan
64 H-500 HVAC Details

ELECTRICAL
65 E-001 Abbreviations and Notes
66 E-002 Electrical Legend - I
67 E-003 Electrical Legend - II

Mr. David Gittleson, P.E.

City of Morgan Hill
26 March 2026

68 E-004 Electrical Standard Details - I
69 E-010 Overall Electrical Site Plan
70 E-011 Holiday Lake Pump Station - Enlarged Site Plan 71 E-020 Holiday Lake Pump Station - Single Line Diagram 72 E-021 East Dunne Pump Station - Single Line Diagram
73 E-030 Holiday Lake and East Dunne Pump Station - Equipment Elevation 74 E-040 Panelboard and Luminaire Schedules
75 E-050 Holiday Lake and East Dunne Pump Station - Conduit Block Diagram 76 E-060
Holiday Lake and East Dunne Pump Station - Conduit and Cable Schedule
77 E-100 Holiday Lake Pump Station - Equipment Location and Grounding Plan 78 E-101 Holiday Lake Pump Station - Lighting and Receptacle Plan 79 E-200 East Dunne Pump Station - Electrical Modifications

INSTRUMENTATION & CONTROL
80 I-001 Instrumentation Legend and Notes
81 I-002 Standard Details - I
82 I-003 Standard Details - II
83 I-010 Communications Block Diagram - I
84 I-011 Communications Block Diagram - II
85 I-020
East Dunne Booster Pump Station - Process and Instrumentation Diagram
86 I-022 Holiday Lake Pump Station - Process and Instrumentation Diagram 87 I-023 Holiday Lake Miscellaneous - Process and Instrumentation Diagram 88 I-030 Control Panel Elevations
89 I-500 Details

Updated August 2024
Basis of Compensation
We propose that compensation for our services be on a time and expense reimbursement basis in accordance with the January 1, 2026, Schedule of Charges enclosed. Payments will be made monthly based on invoices, which describe services and list actual costs and expenses. Based on our estimate of services for our proposed tasks, we propose a fee budget of $1,422,058, for the design and bid period services for the project. We will notify you prior to expenditure of 80 percent of the budget if the need for a budget increase is anticipated. We will not be obligated to continue providing services upon expenditure of authorized funding if the increased budget needed to complete the scope of work is not authorized. Construction period services for the project will be defined, budgeted, and authorized at a later date. A summary of the proposed budget by phase is provided below. The budget may be increased, if necessary, to provide additional services requested by the City.

Schedule
Kennedy Jenks proposes to complete the overall scope of work described above over a duration of twelve (12) months. Depending upon drill rig availability, it is anticipated drilling will begin approximately four (4) weeks from receipt of NTP. The geotechnical file review at the City offices can be completed in the intervening time. Laboratory testing will be completed approximately three (3) weeks after the field exploration is completed. The geotechnical design report will be completed approximately three (3) weeks after the lab testing has been completed. Topographic survey of the pipeline alignment will take approximately 9 weeks from notice to proceed.

Kennedy Jenks’s schedule is based on providing the scope of work for a period of twelve (12) months. If the schedule is extended beyond this period for reasons not caused or controlled by Kennedy Jenks, an amendment to this contract may be requested to provide additional time and budget. The schedule is based on the City limiting review of design deliverables to a maximum of two (2) weeks.

EXHIBIT B

SCHEDULE OF COMPENSATION RATES

Client/Address: City of Morgan Hill
17575 Peak Avenue
Morgan Hill, CA 95037
Contract/Proposal Date: March 10, 2026
Schedule of Charges January 1, 2026

PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1...........................................................................$170 Engineer-Scientist-Specialist 2...........................................................................$200 Engineer-Scientist-Specialist 3...........................................................................$230 Engineer-Scientist-Specialist 4...........................................................................$250 Engineer-Scientist-Specialist 5...........................................................................$270 Engineer-Scientist-Specialist 6...........................................................................$290 Engineer-Scientist-Specialist 7...........................................................................$315 Engineer-Scientist-Specialist 8...........................................................................$340 Engineer-Scientist-Specialist 9...........................................................................$360 Senior CAD-Designer ........................................................................................$210 CAD-Designer ...................................................................................................$200 Senior CAD-Technician .....................................................................................$195 CAD-Technician ................................................................................................$180 Project Assistant................................................................................................$145 Administrative Assistant.....................................................................................$135 Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special supplies related to the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services. c. Rented vehicles, local public transportation and taxis, travel and subsistence. d. Project specific telecommunications and delivery charges. e. Special fees, insurance, permits, and licenses applicable to the work. f. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.

If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.

Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.

Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.

Excise and gross receipts taxes, if any, will be added as a direct expense.

The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1, 2026 through December 31, 2026. After December 31, 2026, invoices will reflect the Schedule of Charges currently in effect.

14 Updated August 2024

EXHIBIT C

SCHEDULE OF PERFORMANCE
Design to be completed by December 30, 2027 under the direction of CITY staff and in coordination with CONSULTANT.

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

3 CITY COUNCIL STAFF REPORT
MEETING DATE: May 6, 2026
PREPARED BY:

Cynthia Iwanaga, Management Analyst
APPROVED BY: City Manager
APPROVE FY 2026-27 COUNTYWIDE SOLID WASTE SERVICES FOOD RECOVERY PROGRAM AGREEMENT WITH JOINT VENTURE:

SILICON VALLEY NETWORK

RECOMMENDATION(S)

1. Approve the FY 2026-27 Joint Venture: Silicon Valley Network consultant agreement for the Food Recovery Program in the amount of $514,913; and

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

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space and Agricultural Land Promoting a Healthy Community
REPORT NARRATIVE:

The purpose of this report is to provide the City Council with an opportunity to consider entering into a consultant agreement with Joint Venture: Silicon Valley Network ("JVSV") for the administration and implementation of the FY 2026-27 Santa Clara County Food Recovery Program. The cost of the agreement is 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 specific 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 requirements for food recovery programs, as well as program enhancements to launch a Reusables in Prepared Food Recovery Pilot Program and Community Refrigeration Pilot Program.

3 On November 13, 2025, the County's Recycling and Waste Reduction Commission (RWRC) Implementation Committee (IC) approved the Food Recovery Program budget for fiscal years 2026-2028, and recommended that the RWRC approve the budget, and associated enhancement projects to implement in FY 2026-27. On January 15, 2026, the RWRC approved the budget for the implementation of the FY 2026-27 JVSV consultant agreement for the implementation of the Food Recovery Program and associated program enhancements.

Staff recommends entering into the FY 2026-27 Consultant Agreement with JVSV in the total amount of $514,913. The base program amount is $318,879 and the enhancement programs amount is $196,034. The agreement will support food recovery program services for the period from July 1, 2026 to June 30, 2027.

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 this agreement. 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 TAC Administrator and Contracting Agent. This could also result in significant regulatory issues for all jurisdictions in fulfilling mandated State requirements.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The City Council has not taken prior action on this specific agreement but previously took action approving an amendment to the FY2025-26 Food Recovery Contract on October 15, 2025.

FISCAL AND RESOURCE IMPACT:

The new FY 2026-27 JVSV consultant agreement for the implementation of the Food Recovery Program was approved by the Recycling and Waste Reduction Commission (RWRC) on January 15, 2026 as a project fully funded by TAC member jurisdictions' contributions, and will have no impact on the City's General Fund. Funding will be included in the FY 2026-27 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 actitivites that will not result in direct changes to the physical environment.

1 Updated November 2024

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

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

2. Term of Agreement. This Agreement shall cover services rendered from the Effective Date of this Agreement until June  30,  2027 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 Santa Clara County FY 26-27 Food Recovery Program as further described in Exhibit A.

4. Compensation. CONSULTANT shall be compensated as follows:

4.1. Amount. $514,913.00.  Total compensation to CONSULTANT under this Agreement during its initial term  set forth  in Section  2  above  shall  not  exceed Five Hundred Fourteen Thousand Nine Hundred Thirteen 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.

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.

2 Updated November 2024

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

3 Updated November 2024

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

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

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

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

7.1.5. Professional Liability.

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

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

4 Updated November 2024
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.

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

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

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

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

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

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

7.2.2. Workers Compensation.

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

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

5 Updated November 2024

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

Certificate Holder address:

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

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

9. Compliance with Law.

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

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

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

Prior  Judgments  against  CONSULTANT  and/or  its  Subcontractors:    BY  SIGNING  THIS AGREEMENT,  CONSULTANT  AFFIRMS  THAT  IT  HAS  DISCLOSED  ANY  FINAL JUDGMENTS,  DECISIONS  OR  ORDERS  FROM  A  COURT  OR  INVESTIGATORY GOVERNMENT AGENCY FINDING – IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT – THAT CONSULTANT OR ITS SUBCONTRACTOR(S) HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS.  CONSULTANT FURTHER AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH – OR HAS REACHED

6 Updated November 2024
AGREEMENT WITH THE CITY REGARDING THE MANNER IN WHICH IT WILL SATISFY – ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.

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

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

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

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

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

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

12. Conflict  of Interest  and  Reporting.  CONSULTANT  shall  at  all  times  avoid  conflict  of  interest  or appearance of conflict of interest in performance of this Agreement 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  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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13. Notices. All  notices  shall  be  personally  delivered  or mailed,  via first  class mail to the  below  listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery.

Address of CONSULTANT is as follows:

Joint Venture: Silicon Valley Network
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, Env.S. Mngr.

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

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

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

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

16. Maintenance of Records.

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

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

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

8 Updated November 2024

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

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

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

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

21. Defense and Indemnification.

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

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

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

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

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

22. Entire  Agreement;  Modification;  Conflicting  Provisions.  This  Agreement  constitutes  the  entire Agreement between the Parties and supersedes any previous agreements, oral or written. This Agreement

9 Updated November 2024
may be modified or provisions waived only by a subsequent mutual written agreement executed by CITY and CONSULTANT. If the provisions  contained in the main body of this Agreement  conflict with any provision contained in an exhibit to this Agreement, the provisions of the main body of this Agreement shall govern and control over any provision contained in an exhibit to this Agreement.

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

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

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

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

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

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

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

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

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

10 Updated November 2024

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

APPROVED AS TO FORM: JOINT  VENTURE: SILICON  VALLEY

NETWORK
City Attorney By:

Donald A. Larkin
Print Name
Date:

Print Name and Title of Signer.

If Corporate:  Chairman, President or
Vice President
Date:

By:

Date:

Print Name and Title of Signer.

If  Corporate:    Secretary,  Assistant
Secretary,  Chief  Financial  Officer  or
Assistant Treasurer
U:\Legal Forms\Consultant Agreements\City Standard Consultant Agreement.Docx Russell Hancock
04/15/2026

11 Updated November 2024
EXHIBIT A
SCOPE OF SERVICES
“Base” Food Recovery Program
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, and in response to any CalRecycle enforcement action.The Program will dedicate more time and resources to harderto-reach, more difficult generators, resulting in potentially more enforcement referrals and Program time spent communicating and following up with these generators.

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 (“CalRecycle”).

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, at least 10% of generators per jurisdiction, 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 CalRecycle.

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.

12 Updated November 2024
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 needed by the Jurisdictions. Statistics about food waste prevention and food recovery in Santa Clara County will be shared publicly.

Enhancements
Reusables in Prepared Food Recovery Pilot
In line with broader state and local goals to move away from single use packaging, this project would support businesses and FROs willing to pilot the use of reusables in the recovery of prepared food from food businesses or for recovered food prepared by FROs and delivered to clients.

Starting with research into current best practices across the country, staff would develop a research-based program for reusable containers in food recovery, designing a strong program and saving businesses and FROs money.

Deliverables

1. Develop a research-based Reusables in Food Recovery Program to be piloted in Santa Clara County.

2. Identify FRO partners with capacity and interest in using, inventorying, storing and washing reusable containers for prepared food recovery.

3. Select and purchase/apply for grants for the reusable materials, in consultation with FRO partners.

4. Prepare a report assessing program effectiveness from the standpoint of FRO partners, businesses; container loss rates; and prospects for expanding the program.

Community Refrigeration Pilot
The Initiative aims to set up commercial refrigeration at three affordable housing complexes or other public-serving organizations where surplus edible food recovered from large food-generating businesses will be delivered and made available to community members. This project is a continuation of the work that the Initiative has successfully implemented at four affordable housing sites in Santa Clara County with funding from, and in partnership with, the Public Health Department. It will increase both edible food recovery capacity in the county and make food assistance more accessible and convenient for low-income Santa Clara County residents. The steps to establish such a program are described in greater detail in the JVSV Food Recovery Initiative’s Program Implementation Guide. Initiative staff will work with the host site(s)  as the sites purchase equipment and the sites ensure electricity requirements are met. The site(s) will invoice the Initiative for a stipend to cover start-up costs.

Deliverables

1. Evaluate host site options, including housing facilities and/or public-serving organizations, and choose the best sites for the program.

2. Conduct an RFP process to fairly evaluate and choose a food recovery organization to reliably source surplus food from local businesses and/or institutions and safely deliver to the host sites.

3. Facilitate the establishment of the food access program at the 3 sites, including facilitating the procurement and establishment of food storage equipment and supporting onsite staff in developing participation guidelines and informing participants.

13 Updated November 2024

4. Conduct outreach about the Community Refrigeration Pilot to housing providers and some other public facing institutions in cities funding this project. Offer technical assistance to those who want it.

5. Compile a final report capturing project outcomes, lessons learned, and recommendations for future iterations.

14 Updated November 2024
EXHIBIT B
SCHEDULE OF COMPENSATION RATES
The total compensation amount for this agreement is $514,913.00 per the below breakdowns:

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

Price per generator 286.50 $ 292.79
Jurisdictions
Total Edible
Food
Generators
Base Program
Contract Cost Fiscal Agent
Jurisdiction Base
+ Fiscal Agent
Administration
$6,994
Enhancements -
Suggestion
Enhancements-
Actuals
Jurisdiction
Base + Fiscal
Agent
Administration +
Actual
Enhancements
Campbell 31 $        8,882.00 $         194.00 $      9,076.00 $        7,659.00 $     9,076.00 Cupertino 43 $     12,320.00 $         270.00 $        12,590.00 $         10,624.00 $         10,624.00 $        23,214.00 Gilroy 34 $        9,741.00 $         214.00 $      9,955.00 $        8,401.00 $        8,401.00 $        18,356.00 Los Altos 19 $        5,444.00 $         119.00 $      5,563.00 $        4,695.00 $        4,695.00 $        10,258.00 Los Altos Hills 1 $        287.00 $          6.00 $          293.00 $     247.00 $      247.00 $          540.00 Los Gatos 25 $        7,163.00 $         157.00 $      7,320.00 $        6,177.00 $     7,320.00 Milpitas 64 $     18,336.00 $         402.00 $        18,738.00 $         15,813.00 $         15,813.00 $        34,551.00 Monte Sereno 0 $        - $      - $          - $     - $      - $           - Morgan Hill 27 $        7,736.00 $         169.00 $      7,905.00 $        6,671.00 $        6,671.00 $        14,576.00 Mountain View 67 $     19,196.00 $         421.00 $        19,617.00 $         16,554.00 $      - $        19,617.00 Palo Alto 59 $     16,904.00 $         370.00 $        17,274.00 $         14,578.00 $         14,578.00 $        31,852.00 San Jose 504 $   144,396.00 $     3,169.00 $     147,565.00 $       124,528.00 $         77,435.00 $     225,000.00 Santa Clara 120 $     34,380.00 $         755.00 $        35,135.00 $         29,650.00 $         29,650.00 $        64,785.00 Saratoga 6 $        1,719.00 $        38.00 $      1,757.00 $        1,482.00 $     1,757.00 Sunnyvale 88 $     25,212.00 $         553.00 $        25,765.00 $         21,743.00 $         21,743.00 $        47,508.00 Unincorporated  25 $        7,163.00 $         157.00 $      7,320.00 $       6,177.00 $        6,177.00 $        13,497.00 Total County-wide 1113  $   318,879.00  $     6,994.00 $     325,873.00 $       274,999.00 $       196,034.00 $     521,907.00 $         337,404.00
$           211,352.00
Enhancements Total W/O West Valley Cities $           196,034.00 Proposed Jurisdiction Contributions for Base Program and Enhancements FY 2026-2027 SANTA CLARA COUNTY FOOD RECOVERY PROGRAM
11/13/2025 IC Meeting PRESENTED
Max amount for RWRC per MOU
Enhancements Total + West Valley Cities
*
*$514,913 is for the JVSV FRP and Enhancements Consultant Agreement, and $6,994 is for the County Fiscal Agent Service Agreement for the combined total amount of $521,907.

EXHIBIT D

4 CITY COUNCIL STAFF REPORT
MEETING DATE: May 6, 2026
PREPARED BY:

Mario Pichardo, Environmental Services Administrator
APPROVED BY: City Manager

APPROVE SECOND AMENDMENT TO THE AGREEMENT WITH THE

COUNTY OF SANTA CLARA FOR COUNTYWIDE HOUSEHOLD

HAZARDOUS WASTE COLLECTION PROGRAM

RECOMMENDATION(S)
Authorize the City Manager to execute the second amendment to the agreement with the County of Santa Clara for the Countywide Household Hazardous Waste Collection Program.

COUNCIL PRIORITIES, GOALS & STRATEGIES
City Council Ongoing Priorities
Protecting the Environment and Preserving Open Space and Agricultural Land Strategic Priorities 2026-2027
Public Safety
REPORT NARRATIVE:

The purpose of this City Council report is to request authorization for the City Manager to execute the Second Amendment to the Agreement for the Countywide Household Hazardous Waste (HHW) Collection Program (Attachment 1).

For over 20 years, County of Santa Clara has collected a fee to offset each jurisdiction’s solid waste management and HHW management expenses. The Countywide AB 939 Fee is collected at waste transfer and disposal facilities by facility operators and has two components. The first component is a Program Fee of $1.50 per ton, which is charged to assist in funding integrated waste management activities. The second component is the HHW Fee of $2.60 per ton, which is held by the County and used to directly offset HHW Collection Program costs associated with use of the program by each jurisdiction’s residents. The HHW Collection Program provides City residents with the opportunity to participate in several HHW collection events each month, held at a permanent collection center in San Martin. If HHW Fee revenues exceed a jurisdiction’s HHW Collection Program costs at the end of the fiscal year, the remaining funds are transferred to the jurisdictions to be used to promote or support HHW management costs. Alternatively, if HHW Fee revenues are less than a jurisdiction’s HHW Collection Program costs at the end of the fiscal year, then the jurisdiction is billed for the shortfall.

4 In 2024, the Council authorized the City Manager to execute the three-year Countywide HHW Collection Program Agreement (Attachment 2). In 2025, the Council authorized the First Amendment to the agreement (Attachment 3), which included the FY 2025-26 collection schedule and updated augmentation amount. Staff is now requesting approval of the Second Amendment, which includes the FY 2026-27 collection schedule and updated augmentation amount.

Each year, the County reviews HHW Program participation levels and AB 939 disposal fee revenues to evaluate each city’s contribution and recommend adjustments to the projected augmentation amount. For FY 2026-27, the County also completed a competitive procurement process for a new service provider. The proposals received reflected a minimum 20% increase in cost. While County staff continue to negotiate more favorable rates, current projections reflect these anticipated increases. In addition, recent economic impacts to the County budget, including reduced federal funding, have increased overall program costs and required adjustments to overhead allocations.

For FY 2026-27, the County recommends an augmentation amount of $131,512. While the City may elect to allocate a different amount, the City would be responsible for any shortfall. Approval of the recommended augmentation amount will help ensure that all Morgan Hill residents desiring to participate in the program will be allowed to do so.

COMMUNITY ENGAGEMENT:

Inform
The recommended action is an extension of a long-standing program with no changes proposed, so no engagement activities were conducted prior to presenting the amendment for Council consideration. Should the Second Amendment be approved, staff will continue to inform the public about the availability of the County program along with other local HHW disposal opportunities.

ALTERNATIVE ACTIONS:

The Council could decide not to approve the Second Amendment and direct staff to further evaluate the provision of these services and the recommended augmentation amount.

PRIOR CITY COUNCIL AND COMMISSION ACTIONS:

The current Countywide First Amendment to the HHW Collection Program Agreement was approved by the City Council on May 25, 2025 (Attachment 2). The Council has historically acted annually on either an agreement or an amendment to the agreement for over 20 years.

FISCAL AND RESOURCE IMPACT:

Fees collected and actual participation in the HHW Collection Program can vary from year to year. Based on current County projections, providing HHW collection services to Morgan Hill residents at a rate of 4% of households will require a City subsidy for the base HHW program in FY 2026-27. In addition, due to continued strong resident participation, increased contractor service costs resulting from the County’s recent

4 competitive procurement process, and higher program overhead allocations, the County of Santa Clara recommends the City provide a total augmentation amount of $131,512 for FY 2026-27. While the City may elect to allocate a different amount, the City would be responsible for any resulting Discretionary Fund shortfall.

Under the City’s current Franchise Agreement for solid waste collection services, implementation fees may be requested by the City at the beginning of each fiscal year to cover costs related to compliance activities required under local, regional, state, or federal permits, laws, and/or regulations for the collection and management of solid waste. Because the HHW Collection Program is required as part of AB 939 compliance, similar to prior years, the City will continue to request implementation funds to cover ongoing annual HHW Collection Program costs based on program participation levels, implementation costs, and HHW Fee collections at landfills. The annual request for these implementation funds helps ensure that increasing County HHW costs do not impact the City’s General Fund.

Should the City owe less to the HHW Collection Program than the requested implementation funds in a given year, any remaining funds would be used for other local solid waste collection services and/or to offset the next HHW implementation funds request.

CEQA (California Environmental Quality Act):

Approval is categorically exempt from environmental review under Section 15308 (Actions by regulatory Agencies for Protection of the Environment) of the CEQA Guidelines.

Second Amendment to Agreement for Countywide Page 1 of 5 Household Hazardous Waste Collection Program

SECOND AMENDMENT TO THE AGREEMENT FOR COUNTYWIDE

HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM
The Agreement for Countywide Household Hazardous Waste Collection Program (AGREEMENT) by and between the City of Morgan Hill (CITY) and the County of Santa Clara (COUNTY) previously entered into on June 28, 2024, and as subsequently amended, is hereby further amended as set forth below.

The COUNTY and the CITY agree that:

1. Section 3. FIXED PROGRAM COST is amended in full to read:

3. FIXED PROGRAM COST
Estimated HHW Fixed Program Costs are projected in Attachment B-1, attached hereto and incorporated herein. Fixed Program Costs are allocated to CITY at the conclusion of each fiscal year based on CITY’s proportional share of the County population and will not exceed $5.07 per household for Fiscal Years 2025 and 2026. Fixed Program Cost will not exceed $5.19 per household for Fiscal Year 2027. Fixed Program Costs may include, but are not limited to, up to eleven (11) County HHW Program staff members, facility lease costs, vehicle lease costs, office rent, office supplies, county administrative overhead, county legal counsel, training costs, equipment and facility maintenance and union negotiated salary and benefit changes.

2. Section 6. VARIABLE COST PER CAR is amended in full to read:

6. VARIABLE COST PER CAR
The Variable Cost Per Car is the cost associated with actual labor, waste disposal, transportation and other services provided to the residents at the County Household Hazardous Waste Collection Facilities (CoHHWCF) and at Temporary Events. The Variable Cost Per Car is estimated to be approximately $66.02 per participating resident car for Fiscal Years 2025 and 2026. The Variable Cost Per Car is estimated to be approximately $86.73 per participating resident car for Fiscal Year 2027. The estimated cost per car will be adjusted to reflect actual service costs. After Fixed Program Costs and San José Facility Use Surcharge are allocated on a per household basis, the Variable Cost Per Car will be used to calculate the costs to service 4% of households across all participating jurisdictions.

If the level of 4% of households is not reached in the CITY, the CoHHW Program may use the remaining balance of funds, in cooperation with the CITY, to increase public outreach and/or provide additional services in that jurisdiction the following year.

Second Amendment to Agreement for Countywide Page 2 of 5 Household Hazardous Waste Collection Program

3. Section 16. ADDITIONAL SERVICES UNDER THIS AGREEMENT is amended in full to read:

16. ADDITIONAL SERVICES UNDER THIS AGREEMENT
CITY must augment funding provided under this Agreement to cover the cost of a minimum participation level of 4% of CITY households; CITY may also elect to augment funding to provide additional services to increase CITY participation beyond the 4% minimum participation level.

Additional services shall be made available upon written agreement between the CITY’s authorized representative and the County Executive Officer or designee. Additional services may include, but are not limited to, additional appointments (charged at the Variable Cost Per Car rate), door-to-door HHW collection, used oil filter collection, universal waste collection, electronic waste collection, and abandoned waste collection.

CITY agrees to augment up to an additional $75,407 to the Countywide HHW Program during Fiscal Year 2025 for the purpose of attaining or increasing CITY household participation above the 4% minimum participation level at the scheduled collection dates listed in Attachment C, attached hereto and incorporated herein. Augmentation will be calculated, where applicable, at the Variable Cost Per Car rate. Other services will be charged based on a cost recovery basis. CITY authorizes the COUNTY to use CITY’S Available Discretionary Funding portion of the AB939 HHW Fee, if available, to offset the above agreed additional augmentation amount.

CITY agrees to augment up to an additional $86,968 to the Countywide HHW Program during Fiscal Year 2026 for the purpose of attaining or increasing CITY household participation above the 4% minimum participation level at the scheduled collection dates listed in Attachment C1, attached hereto and incorporated herein. Augmentation will be calculated, where applicable, at the Variable Cost Per Car rate. Other services will be charged based on a cost recovery basis. CITY authorizes the COUNTY to use CITY’S Available Discretionary Funding portion of the AB939 HHW Fee, if available, to offset the above agreed additional augmentation amount.

CITY agrees to augment up to an additional $___________ to the Countywide HHW Program during Fiscal Year 2027 for the purpose of attaining or increasing CITY household participation above the 4% minimum participation level at the scheduled collection dates listed in Attachment C-2, attached hereto and incorporated herein. Augmentation will be calculated, where applicable, at the Variable Cost Per Car rate.

Other services will be charged based on a cost recovery basis. CITY authorizes the COUNTY to use CITY’S Available Discretionary Funding portion of the AB939 HHW Fee, if available, to offset the above agreed additional augmentation amount.
131,512

Second Amendment to Agreement for Countywide Page 3 of 5 Household Hazardous Waste Collection Program
CITY agrees to make an interim payment to COUNTY amounting to 50 percent of the augmentation amount stated above for each fiscal year.

This interim payment shall be made no later than September 30th of each fiscal year. The remaining balance of any outstanding cost shall be reconciled and paid or refunded in accordance with the terms outlined in the annual cost statement.

At the end of each fiscal year, a final annual cost statement shall be prepared by COUNTY and issued to CITY by November 30th. The annual cost statement will take into consideration costs incurred on behalf of CITY for additional services and all payments made by CITY to COUNTY. If any balance is owed to COUNTY, it will be due within 30 days following receipt of the annual cost statement. If any credit is owed to CITY, COUNTY will refund that amount to CITY within 30 days following delivery of the annual cost statement.

4. Attachment C-2 “HHW Schedule Of Collection Events for Fiscal Year 2026/2027” attached hereto and incorporated herein by this reference is hereby added to the AGREEMENT.

Except as provided herein, all terms and conditions of the AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, COUNTY and CITY, through their duly authorized representatives, have entered into this Second Amendment to the AGREEMENT on the last date shown below:

COUNTY OF SANTA CLARA CITY OF MORGAN HILL
Signature: Signature:

James R. Williams Name:_____________________
County Executive Title:

Date: Date:

APPROVED AS TO FORM AND LEGALITY
Willie Nguyen
Deputy County Counsel
Date:

Second Amendment to Agreement for Countywide Page 4 of 5 Household Hazardous Waste Collection Program
ATTACHMENT B-1: ESTIMATED HHW PROGRAM FIXED COSTS FOR
FISCAL YEAR 2026/2027
Staff Salary and Benefits $ 1,926,605
County Admin Overhead $780,328
County Counsel $17,745
Phones and Communications $13,787
Facilities Lease Costs San Jose $215,880
Vehicle Costs $104,363
Office Supplies and postage $4,430
Maintenance, Software $150,150
HHW Hotline $150,000
Garbage & Utilities $47,434
Membership & Dues $20,475
Training & Conference $6,825
Safety Wear $28,392
Printing $11,632
Other Services & Supplies $53,127
ESTIMATED ANNUAL TOTAL $ 3,531,171.72

FIXED COST

Second Amendment to Agreement for Countywide Page 5 of 5 Household Hazardous Waste Collection Program
ATTACHMENT C-2: HHW SCHEDULE OF COLLECTION EVENTS FOR
FISCAL YEAR 2026/2027*

S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 1 1 2 3 4 5
5 6 7 8 9 10 11 2 3 4 5 6 7 8 6 7 8 9 10 11 12
12 13 14 15 16 17 18 9 10 11 12 13 14 15 13 14 15 16 17 18 19 19 20 21 22 23 24 25 16 17 18 19 20 21 22 20 21 22 23 24 25 26 26 27 28 29 30 31 23 24 25 26 27 28 29 27 28 29 30
30 31

S M T W T F S S M T W T F S S M T W T F S
1 2 3 1 2 3 4 5 6 7 1 2 3 4 5
4 5 6 7 8 9 10 8 9 10 11 12 13 14 6 7 8 9 10 11 12
11 12 13 14 15 16 17 15 16 17 18 19 20 21 13 14 15 16 17 18 19 18 19 20 21 22 23 24 22 23 24 25 26 27 28 20 21 22 23 24 25 26 25 26 27 28 29 30 31 29 30 27 28 29 30 31

S M T W T F S S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6 1 2 3 4 5 6
3 4 5 6 7 8 9 7 8 9 10 11 12 13 7 8 9 10 11 12 13
10 11 12 13 14 15 16 14 15 16 17 18 19 20 14 15 16 17 18 19 20 17 18 19 20 21 22 23 21 22 23 24 25 26 27 21 22 23 24 25 26 27 24 25 26 27 28 29 30 28 28 29 30 31
31 S M T W T F S S M T W T F S S M T W T F S
1 2 3 1 1 2 3 4 5
4 5 6 7 8 9 10 2 3 4 5 6 7 8 6 7 8 9 10 11 12
11 12 13 14 15 16 17 9 10 11 12 13 14 15 13 14 15 16 17 18 19 18 19 20 21 22 23 24 16 17 18 19 20 21 22 20 21 22 23 24 25 26 25 26 27 28 29 30 23 24 25 26 27 28 29 27 28 29 30
30 31
*Schedule subject to change*
KEY:

Las Plumas Permanent 102
LP & SM Permanent 34 136 Total Permanent Events
Temporary Event 10 146 Total Events
Holiday 11
April '27 May '27 June '27
July '26 August '26 September '26
October '26 November '26 December '26
HHW Schedule of Collection Events for Fiscal Year 2026/2027 January '27 February '27 March '27
2026-2027

DocuSign Envelope ID: ADF40C33- CO91- 4735- AAAF- E49285323A74

AGREEMENT FOR COUNTYWIDE

HOUSEHOLD HAZARDOUS WASTE

COLLECTION PROGRAM
This Agreement for Countywide Household Hazardous Waste Collection Program AGREEMENT") is made by and between the c; ty of Mo rgan H; 11(" CITY") and the County of Santa Clara (" COUNTY') on the
28th
day of Tune 2024.

RECITALS
WHEREAS, the Board of Supervisors of the County of Santa Clara (" Board of Supervisors") has approved a Countywide Household Hazardous Waste Collection Program whereby residents of the unincorporated areas of the Santa Clara County and cities and towns within Santa Clara County participating in the Countywide program will have an opportunity to safely dispose of household hazardous wastes ( HHW), regardless of the specific location at which the collection has been scheduled; and
WHEREAS, CITY desires to provide residents with convenient opportunities to safely dispose of their HHW in order to encourage the proper disposal oftoxic products, and avoid unauthorized or improper disposal in the garbage, sanitary sewer, storm drain system, or on the ground, in a manner which creates a health and/or environmental hazard; and WHEREAS, CITY desires to provide a safe, convenient, and economical means for residents to dispose of HHW. These wastes include, but are not limited to, common household products such as household cleaning products, furniture polish, solvents, oven cleaner, pesticides, oil -based paints, motor oil, antifreeze, car batteries, mercury thermostats, fluorescent lamps, household batteries, and electronic waste; and
WHEREAS, CITY desires to schedule Household Hazardous Waste Collection Events Events) for residents for FY 2025 through FY 2027 ( July 1, 2024 — June 30, 2027); and WHEREAS, CITY desires to provide household hazardous waste collection services to a minimum of 4% of the households per fiscal year in its jurisdiction; and WHEREAS, CITY desires to participate in the Countywide Household Hazardous Waste Collection Program to meet these objectives; and
WHEREAS, pursuant to Public Resources Code Section 41901, the Board of Supervisors has approved the collection of a $ 4. 10 per ton Countywide AB939 Implementation fee, including a $ 2. 60 per ton Household Hazardous Waste Fee ( AB939 HHW Fee), for FY 2025 through FY 2027 ( July 1, 2024 — June 30, 2027) on all wastes landfilled or incinerated within Santa Clara County, received at any non -disposal or collection facility located within Santa Clara County and subsequently transported for disposal or incineration outside of Santa Clara County, collected from any location within the County by a solid waste hauler operating pursuant to a franchise, contract, license, or permit issued by any local jurisdiction and subsequently Agreement for Countywide Household
Hazardous Waste Collection Program Page 1 of 27

DocuSign Envelope ID: ADF40C33- CO91- 4735- AAAF- E49285323A74 transported for disposal or incineration outside of Santa Clara County, or removed from any location in Santa Clara County by any person or business for disposal or incineration outside the county; and
WHEREAS, the AB939 HHW Fee is allocated to the Countywide Household Hazardous Waste Program and participating jurisdictions to fund HHW program costs in accordance with the terms of the Countywide AB939 Implementation Fee Agreement; and WHEREAS, CITY desires for COUNTY to utilize CITY' s share of the AB939 HHW Fee to provide HHW services for CITY residents.

NOW THEREFORE, CITY and COUNTY AGREE AS FOLLOWS:

1. PURPOSE
The purpose of this AGREEMENT is to state the terms and conditions under which CITY will participate in the Countywide Household Hazardous Waste Collection Program CoHHW Program) available to its residents. Participating jurisdictions are those jurisdictions that enter into this AGREEMENT with the County.

2. PROGRAM FUNDING SOURCE
HHW Program services are mandated by State law, Public Resources Code Section 41500 et seq. State law authorizes cities and counties to impose fees in amounts sufficient to support planning and implementation of integrated waste management programs, including HHW elements. The AB939 HHW Fee, of $2. 60 per ton, imposed by COUNTY as part of the AB939 Implementation Fee and collected and distributed in accordance with the Agreement for Countywide AB939 Implementation Fee will be the primary source of funding for CoHHW Program services. CITY agrees that COUNTY may utilize CITY' s share ofthe AB939 HHW fee to provide HHW Program services in accordance with the terms and conditions of this AGREEMENT.

Funds derived from the AB939 HHW Fee will be allocated among five types of CoHHW Program service costs as follows:

A. Fixed Program Costs will be apportioned based on the number of households in each participating jurisdiction. The number of households will be determined at the beginning of each Fiscal Year by statistics compiled by the California Department of Finance, Demographic Research Unit from their most recent Report, " Population Estimates for California Cities and Counties." B. San Jose Facility Use Surcharge will be apportioned based on CITY residents' participation at the County Household Hazardous Waste Collection Facility located at 1608 Las Plumas Avenue, San Jose, CA 95133.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 2 of 27

DocuSign Envelope ID: ADF40C33- CO91- 4735- AAAF- E49285323A74 C. Variable Cost Per Car is the cost associated with labor, waste disposal, transportation, and other services provided to residents at the County HHW Collection Facilities and at temporary HHW collection events. The Variable Cost Per Car is based on the estimated cost of providing a base level service to 4% of households in all participating jurisdictions. The number of households will be determined at the beginning of each Fiscal Year by statistics compiled by the California Department of Finance, Demographic Research Unit from their most recent Report, " Population Estimates for California Cities and Counties." D. Available Discretionary Funding is allocated based on tonnage generated per participating jurisdiction, and after allocation of Fixed Program Costs, San Jose Facility Use Surcharge, and Variable Cost Per Car allocation.

E. Abandoned Waste Disposal Costs will fund disposal of HHW illegally abandoned at Nonprofit Charitable Reuser organizations as defined in Section 41904 of California Public Resources Code.

The projected AB939 HHW Fee Allocation by jurisdiction is set out in Attachment A, attached hereto and incorporated herein.

3. FIXED PROGRAM COST
Estimated HHW Fixed Program Costs are projected in Attachment B, attached hereto and incorporated herein. Fixed Program Costs are allocated to CITY at the conclusion of each fiscal year based on CITY' s proportional share of the County population and will not exceed $ 5. 07 per household for Fiscal Years 2025, 2026, and 2027. Fixed Program Costs may include, but are not limited to, up to eleven ( 11) County HHW Program staff members, facility lease costs, vehicle lease costs, office rent, office supplies, county administrative overhead, county legal counsel, training costs, equipment and facility maintenance and union negotiated salary and benefit changes.

4. ABANDONED WASTE DISPOSAL COST
The Abandoned Waste Disposal Cost will fund disposal of HHW illegally abandoned at Nonprofit Charitable Reuser organizations. The Abandoned Waste Disposal Cost is based on the cost to the County to dispose of abandoned waste allocated among participating jurisdictions based on their proportional share of the County population and shall not exceed $ 0. 05 per household. Projected Abandoned Waste Disposal Costs to the CITY based on a charge of $0. 05 per household are set forth in Attachment A, attached hereto and incorporated herein.

For the purposes ofthis Agreement, " Nonprofit Charitable Reuser Organization" is defined in accordance with Section 41904 of California Public Resources Code as follows: a charitable organization, as defined in Section 501( c)( 3) of the federal Internal Revenue Code, or a distinct operating unit or division ofthe charitable organization, that reuses and recycles donated goods or materials and receives more than 50 percent ofits revenues from the handling and sale ofthose donated goods or materials.

Agreement for Countywide Household
Hazardous Waste Collection Program Page 3 of 27