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HomeMy WebLinkAbout- City of Morgan Hill - 2nd Amendment - Shared Staff Services for Stormwater Permitting and Environmental Services Agreement - Signed 2022-04-20City of Gilroy Agreement/Contract Tracking Today’s Date: April 7, 2022 Your Name: Monica Sendejas Contract Type: Other (Non-Standard contracts must be reviewed by the City Administrator prior to initiating) Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 4/20/2022 Contract Expiration Date: 6/30/2024 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) City of Morgan Hill Contract Subject: (no more than 100 characters) 2nd Amendment to Shared Staff Services for Stormwater Permitting and Environmental Services Agreement Contract Amount: (Total Amount of contract. If no amount, leave blank) $1,244,054.00 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECOND AMENDMENT TO AGREEMENT FOR PROVIDING STAFF SERVICES FOR THE IMPLEMENTATION OF STORMWATER PERMITTING REQUIREMENTS AND ENVIRONMENTAL SERVICES TO THE CITY OF GILROY This SECOND AMENDMENT TO AGREEMENT is entered into and becomes effective on ______________________ (Effective Date), by and between the CITY OF GILROY, a municipal corporation (“GILROY”), and the CITY OF MORGAN HILL, a municipal corporation (“MORGAN HILL”). RECITALS The following recitals are a substantive part of this Agreement: 1.This Second Amendment to Agreement is entered into based upon the approval of the City of Morgan Hill City Council on ______________ and the City of Gilroy approval on ________________. 2.GILROY and MORGAN HILL entered into that Agreement to provide staff services (STAFF SERVICES AGREEMENT) on March 16, 2015. 3.GILROY and MORGAN HILL entered into a “First Amendment” on June 17, 2019, extending the length of the STAFF SERVICES AGREEMENT and adding reimbursement amounts for the extended term. The STAFF SERVICES AGREEMENT and the First Amendment thereto are attached as Exhibit “1” to this Second Amendment. 4.MORGAN HILL has hired a half time Environmental Services Technician in 2021 to provide additional help in meeting Water Board expectations for Stormwater Program compliance, and has agreed to hire a full-time Environmental Services Technician to also provide half-time Environmental Services Technician staff services to GILROY; and 5.GILROY and MORGAN HILL have agreed that MORGAN HILL will provide the services of a second half-time staff position at the Environmental Technician level to GILROY and that GILROY will reimburse MORGAN HILL for MORGAN HILL's costs incurred to employ this position and carry out this work in the amount of one-half of the actual costs to MORGAN HILL for the position. AGREEMENT THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1.Amendments: All terms and conditions of the STAFF SERVICES AGREEMENT, as amended as attached as Exhibit "1,” shall remain in full force and effect; except that the following amendments shall be made as set forth below: A.Section 3 shall be amended and replaced in its entirety by the following: “Section 3. STATEMENT OF COSTS. GILROY shall reimburse MORGAN HILL for all costs incurred by MORGAN HILL pursuant to this AGREEMENT, which may include, but are not limited to, direct costs for labor and benefits, field work supplies for use while in GILROY (e.g., PPE, boots, rain gear, inspection tools, etc.), and training and travel expenses. The terms related to staff resources to be provided by April 20, 2022 April 18, 2022 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD April 20, 2022 MORGAN HILL, as well as estimated costs to MORGAN HILL of the resources provided by MORGAN HILL to GILROY pursuant to this AGREEMENT are shown in EXHIBIT “A” and EXHIBIT “B,” respectively, which are attached hereto. Cost estimates are for budgetary purposes only and are not intended to limit the parties’ obligations under this AGREEMENT. MORGAN HILL shall use all funds paid to MORGAN HILL by GILROY pursuant to this AGREEMENT solely for providing staff services to GILROY. The contribution of GILROY to MORGAN HILL under this Agreement shall not exceed $54,441 for FY 2014/2015; $94,614 for FY 2015/2016; $100,750 for FY 2016/2017; $107,341 for FY 2017/18; $114,423 for FY 2018/2019; $121,854 for FY 2019/2020; $130,036 for FY 2020/2021; $138,835 for FY 2021/2022; $187,097 for FY 2022/23; and $194,663 for FY 2023/2024 unless MORGAN HILL has notified GILROY that the estimated amounts will not be adequate to reimburse MORGAN HILL for actual costs and GILROY agrees that an increase in the amount is warranted.” B.Section 7 shall be amended and replaced in its entirety by the following: “Section 7.0 TERMINATION A.MORGAN HILL or GILROY may terminate this AGREEMENT by giving notice to the other party of not less than thirty (30) days. B.If either party fails to perform any of its material obligations under this AGREEMENT, then, in addition to all other remedies available by law, the non-defaulting party may terminate this AGREEMENT immediately upon written notice to defaulting party. C.The MORGAN HILL City Manager, or their delegatee or designee, is authorized to terminate this AGREEMENT on behalf of MORGAN HILL. D.The GILROY City Administrator, or their delegatee or designee, is authorized to terminate this AGREEMENT on behalf of GILROY. E.In the event of termination, MORGAN HILL shall deliver to GILROY copies of all reports, documents, or other data generated by MORGAN HILL for or under this AGREEMENT. GILROY shall be responsible for payment to MORGAN HILL of the cost of any services properly rendered in accordance with this Agreement prior to termination within 30 days of termination.” C.Section 16 shall be amended and replaced in its entirety by the following: “Section 16.0 WAIVER Each party to this AGREEMENT agrees that the waiver by any party of any breach or violation of any term or condition of this AGREEMENT shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition of this AGREEMENT. The acceptance by any party of the performance of the services performed by MORGAN HILL or any other work or service under this AGREEMENT shall not be deemed to be a waiver of any term or condition of this AGREEMENT.” D.Exhibit “A” of the original agreement shall be amended and replaced in its entirety by the attached Exhibit “A”. E.Exhibit “B” of the original agreement shall be amended and replaced in its entirety by the attached Exhibit “B”. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD 2. Conflicts. In the event of a conflict between the terms and provisions of this Second Amendment to Agreement and the terms and provisions of the STAFF SERVICES AGREEMENT, as amended, the terms of this Second Amendment to Agreement shall govern and control. 3. Authority to Execute. The individuals who are signing this Second Amendment to 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 Second Amendment to the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the EFFECTIVE DATE first set forth above. GILROY APPROVED AS TO FORM: _________________________________ Andy Faber City Attorney ATTEST: _________________________________ Thai Pham City Clerk CITY OF GILROY, a municipal corporation _________________________________ Jimmy Forbis City Administrator MORGAN HILL APPROVED AS TO FORM: _________________________________ Donald Larkin City Attorney CITY OF MORGAN HILL, a municipal corporation __________________________________ Christina Turner City Manager ATTEST: ________________________________ Michelle Bigelow, City Clerk DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD EXHIBIT A DESCRIPTION OF STAFF RESOURCES TO BE PROVIDED AND TERMS RELATED TO ADMINISTERING STAFF RESOURCE The purpose of this Exhibit is to describe the work anticipated to be conducted under this AGREEMENT and the general terms relating to the employment of the staff resources (STAFF) provided under this AGREEMENT. 1. Work Locations - The primary office location for STAFF shall be MORGAN HILL’s offices. If desired by GILROY and if GILROY provides a comfortable, productive, functioning, and professional workspace, STAFF shall work in GILROY offices and attend meetings and work directly with customers in GILROY. GILROY office setup including, but not limited to, computer equipment and programs, telephone, office supplies, business cards, and ergonomic needs shall be provided by GILROY. The scheduling of STAFF’s work in GILROY can be designed to provide both regular office hours and flexibility to work in GILROY at additional times as desired. STAFF scheduling shall be arranged through the MORGAN HILL manager. 2. Management and Supervision - MORGAN HILL shall provide primary management and supervision of STAFF. MORGAN HILL shall communicate monthly with GILROY to ensure that STAFF is providing expected services to GILROY. Any and all disciplinary activities, if needed, shall be conducted solely by MORGAN HILL with costs thereof shared equally by GILROY. Environmental Services Technician shall be supervised and assigned tasks by the Environmental Programs Coordinator. 3. Recruitment and Hiring - MORGAN HILL will conduct the recruitment, administer interviews, and complete background analysis to employ STAFF, with costs thereof to be shared equally by GILROY. GILROY shall be invited to participate in the interview and selection process. 4. General Description of Work Activities - While it is understood that the work associated with this AGREEMENT is dynamic and may fluctuate over time depending on General Permit requirements and GILROY’s interests, the following general work activities are expected to be core activities under the AGREEMENT: a. Track program accomplishments and work activities to develop related reports. b. Evaluate the water quality elements of development plans and provide comments to GILROY staff and development applicants. c. Conduct public education and outreach activities. d. Assist GILROY staff in identifying other General Permit requirements to be completed by other GILROY departments. e. Update and administer the requirements of the Operation and Maintenance Program for Post Construction Stormwater Treatment Features. 5. Management Services - MORGAN HILL will provide management services to GILROY relating to solid waste management, stormwater pollution prevention, and environmental services. These services will include, but not be limited to, preparing annual regulatory reports recording solid waste diversion, interacting with state and local representatives on GILROY's behalf, representing GILROY at regional meetings, and responding to queries from GILROY staff on a variety of environmental programs. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD EXHIBIT B COST ESTIMATE 14-15* 15-16 16-17 17-18 18-19 Staff (50% FTE) $25,154 $62,886 $68,011 $73,554 $79,549 Indirect Service Charges $674 $1,684 $1,821 $1,970 $2,130 Training $200 $500 $500 $500 $500 Cell Phone $72 $180 $180 $180 $180 Mileage Reimbursement $100 $250 $250 $250 $250 Total Half Time Staff $26,200 $65,500 $70,762 $76,454 $82,609 Management Staff (12% FTE) $27,504 $28,355 $29,206 $30,082 $30,984 Indirect Service Charges $736 $759 $782 $805 $829 Total Management $28,241 $29,114 $29,987 $30,887 $31,814 Total $54,441 $94,614 $100,750 $107,341 $114,423 --------------------------------------------------------------------------------------------------------------------------- 19-20 20-21 21-22 22-23 23-24 Staff (50% FTE) $86,032 $93,044 $100,627 $155,100 $161,500 Indirect Service Charges $2,304 $2,492 $2,695 $2,914 $3,152 Training $500 $500 $500 $1,000 $1,000 Cell Phone $0 $0 $0 $0 $0 Mileage Reimbursement $250 $250 $250 $250 $250 Field Work Supplies/PPE $400 $400 Total Half Time Staff $89,086 $96,285 $104,071 $159,664 $166,302 Management Staff (12% FTE) $31,914 $32,871 $33,857 $26,500 $27,400 Indirect Service Charges $854 $880 $906 $933 $961 Total Management $32,768 $33,751 $34,764 $27,433 $28,361 Total $121,854 $130,036 $138,835 $187,097 $194,663 * costs for 14/15 are estimated for 40% of the fiscal year for the staff position and 100% of the fiscal year for the management position. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD FIRST AMENDMENT TO AGREEMENT FOR PROVIDING STAFF SERVICES FOR THE IMPLEMENTATION OF STORMWATER PERMITTING REQUIREMENTS AND ENVIRONMENTAL SERVICES TO THE CITY OF GILROY ...,.-This FIRST AMENDMENT TO AGREEMENT is entered into and becomes effective on...Ju� 11 2-0t9 (Effective Date), by and between the CITY OF GILROY, a municipal corporation ("GILROY"), and the City of MORGAN HILL, a municipal corporation ("MORGAN HILL"). RECITALS The following recitals are a substantive part of this Agreement: 1.This First Amendment to Agreement is entered into based upon the approval of the City of MorganHill City Council on \Iii� \ S. 1 A, o I') and the City of Gilroy approval on ,TunL 111 to I q . 2.GILROY AND MORGAN HILL entered into that agreement to provide staff services (STAFFSERVICES AGREEMENT) on March 16, 2015. The agreement is attached as Exhibit "1" to this FirstAmendment. AGREEMENT THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. Amendments: All terms and conditions of the STAFF SERVICES AGREEMENT, as amended, as attached as Exhibit "1," shall remain in full force and effect; except that the following amendments shall be made as set forth below: A.Section 2 shall be amended and replaced in its entirety by the following: "Section 2. TERM. This AGREEMENT shall become effective as of the EFFECTIVE DATE and shall terminate on June 30, 2024 unless this AGREEMENT is amended or GILROY or MORGAN HILL exercises the right to terminate this AGREEMENT pursuant to Section 7 of this AGREEMENT, below." B.Section 3 shall be amended and replaced in its entirety by the following: "Section 3. STATEMENT OF COSTS. GILROY shall reimburse MORGAN HILL for all costs incurred by MORGAN HILL pursuant to this AGREEMENT, which may include, but are not limited to, direct costs for labor and benefits and training and travel expenses. The estimated costs to MORGAN HILL of the resources provided by MORGAN HILL to GILROY pursuant to this AGREEMENT are shown in EXHIBIT "B," which is attached hereto. These estimates are for budgetary purposes only and are not intended to limit the parties' obligations under this AGREEMENT. MORGAN HILL shall use all funds paid to MORGAN HILL by GILROY pursuant to this AGREEMENT solely for providing staff services to GILROY. The contribution of GILROY to MORGAN HILL under this Agreement shall not exceed $54,441 for FY 2014/2015; $94,614 for FY 2015/2016; $100,750 for FY 1 Exhibit 1 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD 2016/2017; $107,341 for FY 2017/18; $114,423 for FY 2018/2019; $121,854 for FY 2019/2020; $130,036 for FY 2020/2021; $138,835 for FY 2021/2022; $148,299 for FY 2022/23; and $158,480 for FY 2023/2024 unless MORGAN HILL has notified GILROY that the estimated amounts will not be adequate to reimburse MORGAN HILL for actual costs and GILROY agrees that an increase in the amount is warranted." C.Exhibit "B" of the original agreement shall be amended and replaced in its entirety by the attached Exhibit "B". 2.Conflicts.In the event of a conflict between the terms and provisions of this First Amendment to Agreement and the terms and provisions of the STAFF SERVICES AGREEMENT, the terms of this First Amendment to Agreement shall govern and control. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the EFFECTIVE DATE first set forth above. fu/· GILROY APPROVED AS TO FORM: ·�An� City Attorney MORGAN HILL APPROVED AS TO FORM: -���� Donald Larkin City Attorney �61corporation Gabriel Gonzalez � -City Administrator CITY OF MORGAN HILL, �rporation 2 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD EXHIBITS COST ESTIMATE 14-15*15-16 16-17 17-18 18-19 Staff (50% FTE) $25,154 $62,886 $68,011 $73,554 $79,549 Indirect Service Charges $674 $1,684 $1,821 $1,970 $2,130 Training $200 $500 $500 $500 $500 Cell Phone $72 $180 $180 $180 $180 Mileage Reimbursement $100 $250 $250 $250 $250 Total HalfTime Staff $26,200 $65,500 $70,762 $76,454 $82,609 Management Staff (12% FTE) $27,504 $28,355 $29,206 $30,082 $30,984 Indirect Service Charges $736 $759 $782 $805 $829 Total Management $28,241 $29,114 $29,987 $30,887 $31,814 Total $54,441 $94,614 $100,750 $107,341 $114,423 -------... ---------------------------------------------·---------------------------·------·-·-·----------·-------------.. ---------- 19-20 20-21 21-22 22-23 23-24 Staff (50% FTE) $86,032 $93,044 $100,627 $108,828 $117,697 Indirect Service Charges $2,304 $2,492 $2,695 $2,914 $3,152 Training $500 $500 $500 $500 $500 Cell Phone $0 $0 $0 $0 $0 Mileage Reimbursement $250 $250 $250 $250 $250 Total Half Time Staff $89,086 $96,285 $104,071 $112,492 $121,599 Management Staff (12% FTE) $31,914 $32,871 $33,857 $34,873 $35,919 Indirect Service Charges $854 $880 $906 $933 $961 Total Management $32,768 $33,751 $34,764 $35,807 $36,881 Total $121,854 $130,036 $138,835 $148,299 $158,480 *costs for 14/15 are estimated for 40% of the fiscal year for the staff position and 100% of the fiscal year for the management position 3 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD i}1-()1-1) -·DH· DUPLICATE Orlginal Maintained by City Clerl,'s Office AGREEMENT FOR PROVIDING STAFF SERVICES FOR THE IMPLEMENTATION OF STORMWATER PERMITTING REQUIREMENTS AND ENVIRONMENTAL SERVICES TO THE CITY OF GILROY This �em�Q1 ("AGREEMENT") is made and entered in1o 1�is / l.1-/l, day of, L{Jf(') \ , 2015 ("EFFECTIVE DATE"), by and between the CITY OF GILROY, a municipal corporation ("GILROY"), and the City of MORGAN HILL, a municipal corporation ("MORGAN HILL"). RECITALS WHEREAS, MORGAN HILL and GILROY have previously adopted a Joint Regional Storm Water Management Plan (SWMP) which was accepted by the Central Coast Regional Water Quality Control Board as the implementation document for the Joint Phase II Municipal Storm Water Permit and cooperated extensively in the implementation of the SWMP; and WHEREAS, the State Water Resources Control Board adopted General Permit No. CAS000004 (Waste discharge requirements for storm water discharges from small municipal separate storm sewer systems) (General Permit) on February 5, 2013; and WHEREAS, the General Permit institutes significant new regulatory requirements that the cities must comply with and both MORGAN HILL and GILROY have budgeted for increased staff resources in order to comply with the General Permit's requirements; and WHEREAS, MORGAN HILL is hiring a new staff person to implement measures to comply with the General Permit requirements and MORGAN HILL and GILROY agree that it would be most cost efficient for all parties for MORGAN HILL to share the staff person with GILROY; and WHEREAS, GILROY and MORGAN HILL have agreed that MORGAN HILL will provide one half-time staff position to GILROY and that GILROY will reimburse MORGAN HILL for MORGAN Hill's costs incurred to employ this position and carry out this worl< In the amount of one-half of the actual costs to MORGAN HILL for the position; and WHEREAS, GILROY and MORGAN HILL have agreed that MORGAN HILL will provide part-time management services to GILROY in the,areas of solid waste management and stormwater pollution prevention and that GILROY will reimburse MORGAN HILL for MORGAN Hill's costs incurred in providing management services. NOW, THEREFORE, in consideration for the mutual promises and agreements set forth herein, the parties hereby agree as follows: 1 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 1. PURPOSE; DELEGATION. SECTION 2. TERM. SECTION 3. STATEMENT OF COSTS. SECTION 4. PAYMENT FOR SERVICES. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 5. INDEMNIFICATION. In lieu of and notwithstanding the pro rata risk allocation which might othe1wise be imposed between the parties to this AGREEMENT pursuant to Government Code· Section 895.6, the Parties agree that all losses or liabilities incurred by a party shall not be shared pro rata, but instead, pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other pa1ties, its officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No pa1ty, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement. SECTION 6. RECORDS. MORGAN HILL shall keep itemized and detailed work or job records of all costs Incurred and services rendered pursuant to this AGREEMENT. MORGAN HILL shall maintain these records for a minimum period of three (3) years, or for any longer period required by law, fo llowing the pe1iormance of any services. SECTION 7. TERMINATION. A.MORGAN HILL or GILROY may terminate this AGREEMENT as of the first day of July of any year by giving notice to the other party not less than ninety (90) days prior to the July 1. B.If MORGAN HILL fails to perform any of its material obligations under this AGREEMENT, then, in addition to all other remedies available by law, GILROY may terminate this AGRE EMENT immediately upon written notice to MORGAN HILL. C. The MORGAN HILL City Manager, or his delegatee or designee, is authorized to terminate this AGREEMENT on behalf of MORGAN HILL. D.The GILROY City Administrator, or his delegatee or designee, is authorized to terminate this AGREEMENT on behalf of GILROY. \ E.In the event of termination, MORGAN HILL shall deliver to GILROY copies of all reports, documents, or other data generated by MORGAN HILL for or under this AGREEMENT. GILROY shall be responsible for payment to MORGAN HILL of the cost of any services properly rendered In accordance with this Agreement prior to termination within 30 days of termination. 3 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 8. AMENDMENTS. This AGREEMENT may be modified only by a written amendment duly executed by the parties to this AGREEMENT. SECTION 9. NONDISCRIMINATION. No party to this AGREEMENT shall discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, in connection with or related to the pe1iormance of this AGREEMENT. SECTION 10. ASSIGNABILITY. MORGAN HILL acknowledges and understands that the expertise and experience of MORGAN HILL is a material consideration inducing GILROY to enter into this AGREEMENT. MORGAN HILL may not assign nor transfer any interest in this AGREEMENT, nor the performance of any of its duties and responsibilities under this AGREEMENT, without the prior written consent of GILROY. Any attempt by MORGAN HILL to so assign or transfer this AGREEMENT or the performance of any of MORGAN HILL'S duties and responsibilities under this AGREEMENT shall be null and void and of no force or effect. SECTION 11. NOTICES. All notices and other communications required or allowed to be given under this AGREEMENT to a party shall be In writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective party as follows: GILROY: MORGAN HILL: City of Gilroy Rosanna Street Gilroy, California 95020 Attention: CITY ADMINISTRATOR City of Morgan Hill PeakAvenue Morgan Hill, California 95037 Attention: CITY MANAGER SECTION 12. GOVERNING LAW. The law governing this AGREEMENT shall be that of the State of California. 4 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 13. VENUE. SECTION 14. COMPLIANCE WITH LAWS. SECTION 15. OWNERSHIP OF MATERIALS. SECTION 16. WAIVER. I I I I I I I I I I I I I I I I I DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD or any other worl< or service under this AGREEMENT shall not be deemed to be a waiver of any term or condition of this AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the EFFECTIVE DATE first set forth above. GILROY APPROVED AS TO FORM: L-iAcla-ea11on--� � ��.,7 City Attorney MORGAN HILL APPROVED AS TO FORM: Renee G r a City Attorney CITY OF GILROY, Q unlclpal corporation i 6 Thomas J. aglund City Administrator CITY OF MORGAN HILL, a municipal corporation Slf'--Steve Ryme City Manager DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD EXHIBIT A DESCRIPTION OF STAFF RESOURCES TO BE PROVIDED AND TERMS RELATED TO ADMINISTERING STAFF RESOURCE The purpose of this Exhibit is to describe the work anticipated to be conducted under this AGREEMENT and the general terms relating to the employment of the staff resources (STAFF) provided under this AGREEMENT. 1.Work Locations -The primary office location for STAFF shall be MORGAN Hill's offices. If desired by GILROY and if GILROY provides a reasonable work location, STAFF shall work in GILROY offices and attend meetings and work directly with customers in GILROY. The scheduling of STAFF's work in GILROY can be designed to provide both regular office hours and flexibility to work in GILROY at additional times as desired. STAFF scheduling shall be arranged through the MORGAN HILL manager. 2.Management and Supervision -MORGAN HILL shall provide primary management and supervision of STAFF. MORGAN HILL shall communicate monthly with GILROY to ensure that STAFF is providing expected services to GILROY. Any and all disciplinary activities, if needed, shall be conducted solely by MORGAN HILL with costs thereof shared equally by GILROY. 3.Recruitment and Hiring -MORGAN HILL will conduct the recruitment, administer interviews, and complete background analysis to employ STAFF, with costs thereof to be shared equally by GILROY. GILROY shall be invited to participate in the interview and selection process. 4.General Description of Work Activities -While it is understood that the work associated with this AGREEMENT is dynamic and may fluctuate over time depending on General Permit requirements and GILROY's interests, the following general work activities are expected to be core activities under the AGREEMENT: a.Track program accomplishments and work activities to develop related reports. b.Evaluate the water quality elements of development plans and provide comments to GILROY staff and development applicants. c.Conduct public education and outreach activities. d.Assist GILROY staff in identifying other General Permit requirements to be completed by other GILROY departments. 5.Management Services -MORGAN HILL will provide management services to GILROY relating to solid waste management, stormwater pollution prevention, and environmental services. These services Will include, but not be limited to, preparing annual regulatory reports recording solid waste diversion, interacting with state and local representatives on GILROY's behalf, representing GILROY at regional meetings, and responding to queries from GILROY staff on a variety of environmental programs. 7 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD Staff (50% FTE) Indirect Service Charges Training Cell Phone Mileage Reimbursement Total Half Time Staff Management Staff (12% FTE) Indirect Service Charges Total Management Total EXHIBIT B COST ESTIMATE 14-15*15-16 $25,154 $62,886 $674 $1,684 $200 $500 $72 $180 $100 $250 $26,200 $65,500 $27,504 $28,355 $736 $759 $28,241 $2 9,114 $54,441 $94,614 16-17 17-18 $68,011 $73,554 $1,821 $1,970 $500 $500 $180 $180 $250 $250 $70,762 $76,454 $29,206 $30,082 $782 $805 $29,987 $30,887 $100,750 $107,341 *costs for 14/15 are estimate d for 40% of the fiscal year for the staff position and 100% of the fiscal year for the management position 8 18-19 $79,549 $2,130 $500 $180 $250 $82,609 $30,984 $829 $31,814 $114,423 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD Exhibit 1DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 1. PURPOSE; DELEGATION. SECTION 2. TERM. SECTION 3. STATEMENT OF COSTS. SECTION 4. PAYMENT FOR SERVICES. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 5. INDEMNIFICATION. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties to this AGREEMENT pursuant to Government Code· Section 895.6, the Parties agree that all losses or liabilities incurred by a party shall not be shared pro rata, but instead, pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, its officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement. SECTION 6. RECORDS. MORGAN HILL shall keep itemized and detailed work or job records of all costs incurred and services rendered pursuant to this AGREEMENT. MORGAN HILL shall maintain these records for a minimum period of three (3) years, or for any longer period required by law, following the performance of any services. SECTION 7. TERMINATION. A.MORGAN HILL or GILROY may terminate this AGREEMENT as of the first day of July of any year by giving notice to the other party not less than ninety (90) days prior to the July 1. B.If MORGAN HILL fails to perform any of its material obligations under this AGREEMENT, then, in addition to all other remedies available by law, GILROY may terminate this AGREEMENT immediately upon written notice to MORGAN HILL. C.The MORGAN HILL City Manager, or his delegatee or designee, is authorized to terminate this AGREEMENT on behalf of MORGAN HILL. D.The GILROY City Administrator, or his delegatee or designee, is authorized to terminate this AGREEMENT on behalf of GILROY. E.In the event of termination, MORGAN HILL shall deliver to GILROY copies of all reports, documents, or other data generated by MORGAN HILL for or under this AGREEMENT. GILROY shall be responsible for payment to MORGAN HILL of the cost of any services properly rendered in accordance with this Agreement prior to termination within 30 days of termination. 3 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 8. AMENDMENTS. SECTION 9. NON DISCRIMINATION. SECTION 10. ASSIGNABILITY. SECTION 11. NOTICES. SECTION 12. GOVERNING LAW. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD SECTION 13. VENUE. SECTION 14. COMPLIANCE WITH LAWS. SECTION 15. OWNERSHIP OF MATERIALS. SECTION 16. WAIVER. DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD or any other work or service under this AGREEMENT shall not be deemed to be a waiver of any term or condition of this AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the EFFECTIVE DATE first set forth above. GILROY APPROVED AS TO FORM: LtfH:itrea11m.--i\ � �� ) City Attorney MORGAN HILL APPROVED AS TO FORM: '/10 1� Ren� Guga City Attorney 6 CITY OF GILROY, a unicipal corporation Thomas J. aglund City Administrator CITY OF MORGAN HILL, a municipal corporation St��-- City Manager DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD EXHIBIT A DESCRIPTION OF STAFF RESOURCES TO BE PROVIDED AND TERMS REL ATED TO ADMINISTERING STAFF RESOURCE The purpose of this Exhibit is to describe the work anticipated to be conducted under this AGREEMENT and the general terms relating to the employment of the staff resources (STAFF) provided under this AGREEMENT. 1.Work Locations -The primary office location for STAFF shall be MORGAN Hill's offices. If desired by GILROY and if GILROY provides a reasonable work location, STAFF shall work in GILROY offices and attend meetings and work directly with customers in GILROY. The scheduling of STAFF's work in GILROY can be designed to provide both regular office hours and flexibility to work in GILROY at additional times as desired. STAFF scheduling shall be arranged through the MORGAN HILL manager. 2.Management and Supervision -MORGAN HILL shall provide primary management and supervision of STAFF. MORGAN HILL shall communicate monthly with GILROY to ensure that STAFF is providing expected services to GILROY. Any and all disciplinary activities, if needed, shall be conducted solely by MORGAN HILL with costs thereof shared equally by GILROY. 3.Recruitment and Hiring -MORGAN HILL will conduct the recruitment, administer interviews, and complete background analysis to employ STAFF , with costs thereof to be shared equally by GILROY. GILROY shall be invited to participate in the interview and selection process. 4.General Description of Work Acti vities -While it is understood that the work associated with this AGREEMENT is dynamic and may fluctuate over time depending on General Permit requirements and GILROY's interests, the following general work activities are expected to be core activities under the AGREEMENT: a.Track program accomplishments and work activities to develop related reports. b.Evaluate the water quality elements of development plans and provide comments to GILROY staff and development applicants. c.Conduct public education and outreach activities. d.Assist GILROY staff in identifying other General Permit requirements to be completed by other GILROY departments. 5.Management Services -MORGAN HILL will provide management services to GILROY relating to solid waste management, stormwater pollution prevention, and environmental services. These services will include, but not be limited to, preparing annual regulatory reports recording solid waste diversion, interacting with state and local representatives on GILROY's behalf, representing GILROY at regional meetings, and responding to queries from GILROY staff on a variety of environmental programs. 7 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD Staff (50% FTE} Indirect Service Charges Training Cell Phone Mileage Reimbursement Total Half Time Staff Management Staff (12% FTE) Indirect Service Charges Total Management EXHIBIT B COST ESTIMATE 14-15*15-16 $25,154 $62,886 $674 $1,684 $200 $500 $72 $180 $100 $250 $26,200 $65,500 $27,504 $28,355 $736 $759 $28,241 $29,1 14 16-17 17-18 18-19 $68,011 $73,554 $79,549 $1,821 $1,970 $2,130 $500 $500 $500 $180 $180 $180 $250 $250 $250 $70,762 $76,454 $82,609 $29,206 $30,082 $30,984 $782 $805 $829 $29,987 $30,887 $31,814 Total $54,441 $94,614 $100,750 $107,341 $114,423 *costs for 14/15 are estimated for 40% of the fiscal year for the staff position and 100% of the fiscal year for the management position 8 DocuSign Envelope ID: A84184F4-94BC-41F2-AEC0-9B8F6C1A7106DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD City of Morgan Hill Contract Checklist Date: ______________________________ Project Name: ________________________________________________________________ Contractor’s Name: ____________________________________________________________ Project Manager: ______________________________________________________________ Department: __________________________________________________________________ Contract Term: Start Date/Executed: __________________________ End Date/Completed: _________________________ Insurance Attached: YES NO $60,000 or less authorizes City Manager approval Attach Memo Explaining Services Provide funding source code _________________________________(ex. 010.2410.42231) $60,000 or more requires City Council approval (Attach approved staff report). $10,000 or less Department Director Approval (attach memo explaining services) TYPE OF DOCUMENT Amendment to Agreement – Original Contract # _______________________________ Consultant Services Agreement (Standard) Maintenance Services Agreement BMR Resale Agreement Construction or Public Bid Agreement Informal Bid Contract Lease Subdivision Improvement Agreement Development Agreement Other: ___________________________________________ Are counterpart signatures required Yes No FPPC Required (completed by CA) _____Yes _____No Contract # CONTRACTOR’S INSURANCE To be completed by the Risk Manager: Required? ____ Yes ____ No Reviewed by: Date:__________________________________ 5/11/22 Gilroy Shared Env Services Amendment City of Gilroy Chris Ghione Community Services 7/1/22 6/30/2024 4 4 4 4 DocuSign Envelope ID: DD467F5B-2F95-46DF-8664-294907C577FD no Certificate Of Completion Envelope Id: DD467F5B2F9546DF8664294907C577FD Status: Completed Subject: Please DocuSign: Morgan Hill Stormwater and Environmental Shared Staff Services Agreement Source Envelope: Document Pages: 26 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 City Clerk's Office AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17575 Peak Ave Morgan Hill, CA 95037 cityclerk@morganhill.ca.gov IP Address: 68.189.124.152 Record Tracking Status: Original 5/11/2022 9:16:17 AM Holder: City Clerk's Office cityclerk@morganhill.ca.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Morgan Hill Location: DocuSign Signer Events Signature Timestamp Donald Larkin donald.larkin@morganhill.ca.gov City Attorney/Risk Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to donald.larkin@morganhill.ca.gov Using IP Address: 68.189.124.146 Sent: 5/11/2022 9:21:03 AM Viewed: 5/11/2022 9:22:49 AM Signed: 5/11/2022 9:23:10 AM Electronic Record and Signature Disclosure: Accepted: 5/11/2022 9:22:49 AM ID: 109f5215-f730-406f-b0be-c6953f700cc7 Christina Turner christina.turner@morganhill.ca.gov City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to christina.turner@morganhill.ca.gov Using IP Address: 174.87.104.195 Sent: 5/11/2022 9:23:12 AM Viewed: 5/15/2022 9:12:42 AM Signed: 5/15/2022 9:15:06 AM Electronic Record and Signature Disclosure: Accepted: 5/15/2022 9:12:42 AM ID: eee20330-0ab4-4ed6-99c0-cda63726555d Michelle Bigelow michelle.bigelow@morganhill.ca.gov Council Services & Records Manager City of Morgan Hill Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to michelle.bigelow@morganhill.ca.gov Using IP Address: 68.189.124.152 Sent: 5/15/2022 9:15:08 AM Viewed: 5/16/2022 3:30:56 PM Signed: 5/16/2022 3:31:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Chris Ghione chris.ghione@morganhill.ca.gov Public Services Director Security Level: Email, Account Authentication (None) Sent: 5/16/2022 3:31:03 PM Viewed: 5/16/2022 3:41:00 PM Electronic Record and Signature Disclosure: Accepted: 5/9/2022 2:12:39 PM ID: 0e0589c7-0357-4847-990f-256f9b343391 Kim Mancera kim.mancera@morganhill.ca.gov Municipal Services Assistant City of Morgan Hill Security Level: Email, Account Authentication (None) Sent: 5/16/2022 3:31:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/11/2022 9:21:03 AM Certified Delivered Security Checked 5/16/2022 3:30:56 PM Signing Complete Security Checked 5/16/2022 3:31:01 PM Completed Security Checked 5/16/2022 3:31:04 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Morgan Hill (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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