HomeMy WebLinkAboutAgreement - Redman Consulting Amended Contract #: 24PW2011-1 - Signed: 2025-12-05City of Gilroy
Agreement/Contract Tracking
Today’s Date:
December 5, 2025 Your Name: Pamela Brown
Contract
Type:
Services over $5k - Consultant Phone Number: 408-846-0259
Contract Effective Date:
(Date contract goes into effect)
5/13/2024
Contract Expiration Date: 12/31/2026
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Redman Consulting
1593 Skye Parkway, West Linn, Oregon, 97068
Taxpayer ID: 46-1539525
Signers Name/Title: Deborah Hart Redman/Principal
Contract Subject:
(no more than 100 characters)
First Amendment to the agreement w/Redman Consulting for Grant
Application Consulting Services
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
60000
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: 6E5AD6F9-78BB-45E6-BD2F-CD6AD8F55724Docusign Envelope ID: F09BBE1A-4744-4265-B78B-FD47DA994EA5
TYPE OF
PROCURMENT
DOLLAR THRESHOLD / SIGNING AUTHORITY
STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL
$0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above
EQUIPMENT
/SUPPLIES/
MATERIALS
Furniture, hoses,
parts, pipe
manholes, office
supplies, fuel, tools,
PPE items, etc…
• Vendor selection at
discretion of staff
Payment Method
Purchase Card or
Payment Request (if
vendor does not accept
credit cards)
• Informal
bid/quotation –
3 quotes (verbal
or written)
• Purchasing
Summary form
w/ Purchasing
Approval
• Purchase
Requisition
Payment Method
Purchase Order*
• Informal
bid/quotation –
3 written quotes
• Purchasing
Summary form w/
City Administrator
Approval
• Purchase
Requisition
Payment Method
Purchase Order
• Formal Bid
• Advertisement
• Council Approval
• Purchase
Requisition signed
by City
Administrator
Payment Method
Purchase Order
GENERAL SERVICES
Janitorial, landscape
maintenance,
equipment repair,
installation, graffiti
abatement, service
inspections,
uniform cleaning,
etc…
• Vendor selection at
discretion of staff
• May require insurance
documents depending
on scope/ nature of
work
Payment Method
Purchase Card (if
incorporated)
Signed Payment Request (if sole
proprietor or partner)
• Informal
bid/quotation –
3 quotes (verbal
or written)
• Purchasing
Summary form
w/ Department
Head Approval
• Standard
Agreement
• Purchase
Requisition
Payment Method
Purchase Order*
• Informal Bid/RFP
quotation – 3
written quotes
• Purchasing
Summary form w/
City Administrator
Approval
• Standard
Agreement
• Purchase
Requisition
Payment Method
Purchase Order
• Formal
Bid/RFP/RFQ
• Advertisement
• Council Approval
• Standard
Agreement
• Purchase
Requisition
Payment Method
Purchase Order
PROFESSIONAL
SERVICES
Consultants,
architects,
designers, auditors,
etc...
• Vendor selection at the
discretion of staff
• Purchase Summary
Form w/ Purchasing
Approval
• Standard Agreement
signed by Department
Head
• Purchase Requisition
Payment Method
Purchase Order
• RFP/RFQ to at
least 3
consultants
• Purchase
Summary Form
w/ Department
Head Approval
• Standard
Agreement
• Purchase
Requisition
Payment Method
Purchase Order
• RFP/RFQ to a list
of consultants
• Evaluation
Spreadsheet w/
City Administrator
Approval
• Standard
Agreement
• Purchase
Requisition
Payment Method
Purchase Order
• Formal RFP/RFQ
• Advertisement
• Council Approval
• Standard
Agreement signed
by City
Administrator
• Purchase
Requisition
Payment Method
Purchase Order
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MDOLINGER\04706083
FIRST AMENDMENT TO THE AGREEMENT WITH REDMAN CONSULTING FOR
GRANT APPLICATION CONSULTING SERVICES
WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Redman Consulting
entered into that certain agreement entitled “Agreement for Services”, effective on 5/13/2024,
hereinafter referred to as “Original Agreement”; and
WHEREAS, City and Redman Consulting have determined it is in their mutual interest to
amend certain terms of the Original Agreement.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:
1. Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows:
“This Agreement will become effective on 5/13/2024 and will continue in effect through
12/31/2026 unless terminated in accordance with the provisions of Article 7 of the Original
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this agreement shall
terminate this Agreement regardless of any other provision stated herein.”
2. This Amendment shall be effective on 12/31/2025.
3. Except as expressly modified herein, all of the provisions of the Original Agreement shall
remain in full force and effect. In the case of any inconsistencies between the Original Agreement and
this Amendment, the terms of this Amendment shall control.
4. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
dates set forth besides their signatures below.
CITY OF GILROY Redman Consulting
[signature] [signature]
[employee name] [name]
[title/department] [title]
December 4, 2025
Harjot Sangha
Deborah
Hart Redman
Digitally signed by
Deborah Hart Redman
Date: 2025.12.04
13:16:08 -08'00'
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MDOLINGER\04706083
Approved as to Form ATTEST:
City Attorney City Clerk
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 13th day of May, 2024, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Redman Consulting, having a principal place of business at 1593 Skye
Parkway, West Linn, Oregon, 97068.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 5/13/2024 and will continue in effect through
12/31/2025 unless terminated in accordance with the provisions of Article 7 of this Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. ______
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A.Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit
“C” (“Milestone Schedule”).
B.Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-described
services. CITY shall have no right to, and shall not, control the manner or determine the method
of accomplishing CONSULTANT’S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONSULTANT exceed $60,000.00.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in Exhibit “A”,
Section IV) incurred during the preceding period. If CITY objects to all or any portion of any
invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt
of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It
shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts
to which it has objected until the objection has been resolved by mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONSULTANT in performing services for CITY, except
for those expenses constituting “direct expenses” referenced on Exhibit “A.”
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ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services under
this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent
any tools, equipment or services from CITY.
B. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law, CONSULTANT
shall defend, through counsel approved by CITY (which approval shall not be unreasonably
withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees
against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities
and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly
or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or
CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or
death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against any
and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any property.
C. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis with a minimum combined single limit coverage of
$1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to
any person, and damage to property, including the loss of use thereof; and (b) Professional
Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence
or claim, and $1,000,000 aggregate; provided however, Professional Liability Insurance written
on a claims made basis must comply with the requirements
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set forth below. Professional Liability Insurance written on a claims made basis (including without
limitation the initial policy obtained and all subsequent policies purchased as renewals or
replacements) must show the retroactive date, and the retroactive date must be before the earlier
of the effective date of the contract or the beginning of the contract work. Claims made
Professional Liability Insurance must be maintained, and written evidence of insurance must be
provided, for at least three (3) years after the completion of the contract work. If claims made
coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a retroactive date prior to the earlier of the effective date of the contract or the beginning of the
contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage
for a minimum of three (3) years after completion of work, which must also show a retroactive
date that is before the earlier of the effective date of the contract or the beginning of the contract
work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT
shall furnish written evidence of such coverage (naming CITY, its officers and employees as
additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately
above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or
cancellation, or of a material change in policy terms.
D. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
E. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all
required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges
and agrees that:
CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
CITY will not withhold state or federal income tax from payment to
CONSULTANT;
CITY will not make disability insurance contributions on behalf of
CONSULTANT;
CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’
receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and
all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant
to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4
of this Agreement on the date due, then if and only if such nonpayment constitutes a default under
this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement
if such default is not remedied by CITY within thirty (30) days after demand for such payment is
given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to facilitate
any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to
complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it
may be amended from time to time. CONSULTANT shall also require such compliance of all
subcontractors performing work under this Agreement, subject to the prohibition against
assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend
with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its
officers, employees, agents and representatives from and against all suits, claims, demands,
damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation
reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT,
its subcontractors, or the officers, employees, agents or representatives of either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
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attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement
are for convenience only and shall not be considered nor referred to for resolving questions of
interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed in
the work, or the materials used in the work, or which in any way affect the conduct of the work,
and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over
the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the
Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a
contract or subcontract to the CITY OF GILROY for public works or for goods or services to
refrain from discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any
potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of this
Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains
all the covenants and agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
Redman Consultin CITY OF GILROY
B : B :
ame: Deborah Hart Redma ame: Jimm Forbis
Title: Principal Title: Cit Administrato
Social Securit or Taxpa e
Identification Numbe 46-1539525
H.Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J.Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
Redman Consultin CITY OF GILROY
B : B :
ame: Deborah Hart Redma ame: Jimm Forbis
Title: Principal Title: Cit Administrato
Social Securit or Taxpa e
Identification Numbe 46-1539525
Approved as to Form ATTEST:
Cit Attorne Cit Cler
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Deborah Hart Redman, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the Services
in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Heba El-
Guindy shall be the designated City contact person(s). Notice to Proceed shall be deemed to have
been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the
Section V.H. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance with
the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance,
and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request
this determination of completion when, in its opinion, it has completed all of the Services as
required by the terms of this Agreement and, if so requested, CITY shall make this determination
within two (2) weeks of such request, or if CITY determines that CONSULTANT has not
completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay
only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary
to perform the Services, and its duties and obligations, expressed and implied, contained herein,
and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its
skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in
conformance to and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s
offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an
entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known
to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain
and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work, whether
or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but not
limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Attn: Heba El-Guindy
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Deborah Hart Redman
Redman Consulting
1593 Skye Parkway
West Linn, Oregon 97068
I. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost
for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement
without liability or, at its discretion, to deduct from the agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
CONSULTANT shall submit grants applications in a timely fashion and follow through after the
grant has been submitted to determine the status of the grant. CONSULTANT will also conduct
post award compliance and administration. CONSULTANT will tailor the grants they pursue to
fit CITY’s needs.
This work shall include the following:
1. Facilitation of Department Decision Making Processes: CONSULTANT'S assigned Project
Manager will assist CITY Staff in deciding which grants make the most sense to meet the funding
needs identified.
2. Grant Research and Identification: CONSULTANT'S assigned Project Manager will conduct
thorough research on an ongoing basis. CONSULTANT will track current and upcoming grants
in order to let CITY know what is available and what CONSULTANT recommends would fit
CITY's situation. CONSULTANT shall regularly track grant announcements and present these
grant opportunities to CITY as soon as they are released. CONSULTANT will provide CITY with
a Grant Activity Report monthly detailing the grants available, grants in progress and grants
submitted. CITY will also be provided with available grant opportunities on an ongoing basis.
3. Client Commitment: When identifying grants that meet CITY' s needs and funding priorities,
CONSULTANT'S assigned Project Manager will advise CITY of the estimated time commitment
required from CITY's staff.
4. Grant Preparation Process: When CITY and CONSULTANT agree to pursue a grant,
CONSULTANT will develop a checklist and schedule. The checklist and schedule will include
what CITY will be responsible for and when CONSULTANT will need them submitted. CITY
staff involvement is required in the grant preparation process to provide required information
CONSULTANT does not have access to. CONSULTANT'S assigned Project Manager will
provide CITY with grant portions along the way to review for content accuracy. CONSULTANT
retains copies of all grants submitted.
Below is a list of general tasks for CONSULTANT'S grant process:
a. Create a task timeline with due dates.
b. Ensure the proposed project meets the grant agency’s requirements.
c. Review similar successful grant applications and apply where possible.
d. Collect information on the project.
e. Meet with staff to create an accurate scope of work, budget, timeline, narratives, and cost
analysis.
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f. Obtain letters of support when necessary.
g. Draft proposals and send to staff for review.
h. Incorporate staff edits in final drafts.
i. Submit completed application in timely manner.
j. Monitor funding agency until grant awards are announced.
5. Quality Assurance: CONSULTANT shall apply its thorough quality assurance measures on the
CITY's behalf.
6. Facilitation of Partnership Meetings: CONSULTANT'S Project Manager will arrange and
schedule meetings with key CITY personnel to review all grants prior to submission to ensure
application accuracy.
7. Timely Submission: CONSULTANT shall create a precise timeline to ensure each grant is
submitted on time. This timeline will not only capture the submission deadline, but also create
other deadlines in order to obtain the information needed for a quality submission.
8. Funding Agency Monitoring: CONSULTANT will monitor the Funding Agency until grant
awards are announced.
9. Grant Administration: CONSULTANT will prepare required agency reports and submit them
by the required due date. The cost for administration, reporting, evaluation and compliance
activities are to be included in the monthly invoicing.
10. Monthly Progress Reporting: CONSULTANT will prepare a monthly report reflecting grants
in progress, grants submitted and grants awarded. The report will provide CITY with a clear report
on CONSULTANT'S work.
Tasks included in this agreement include all grant research, grant identification, grant writing, and
post award administration as needed. Below is a more detailed scope of work:
1. Meet with CITY Staff to ascertain needs and goals.
2. Conduct background research as requested by CITY.
3. Provide advice on best grants for CITY to pursue based on project and grant requirements and
guidelines.
4. Attend meetings in person or by teleconference as necessary.
5. Develop schedule for grants chosen by CITY.
6. Preparing and writing all grant applications chosen by CITY.
7. Develop evaluation strategies in accordance with funding agency’s instructions.
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8. Adhere to decisions made by CITY relating to grants.
9. Write all sections of grant applications and proposals.
10. Draft and finalize grant language with direction of CITY.
11. Ensure timelines for grant submittal are met.
12. Monthly reports to include grants in progress, grants submitted, and grants awarded.
13. Regular communication via email and/or phone regarding upcoming grant opportunities.
14. Grant administration and post award compliance as needed.
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Deborah Hart Redman—Principal
Oregon Certified DBE/WBE/ESB #8638 NAICS Codes: 541611, 541614, 541990; NIGP 90664, 91896, 94652, 91832
California Certified DBE Firm #42870 NAICS Codes: 541611, 541614, 488999, 541620, 541820
LA Metro Certified SBE File #8361 NAICS Codes: 541320, 541611, 541614, 541690
1593 Skye Parkway Mobile: 503‐753‐8877
West Linn, OR 97068 Email: debredmanconsulting@gmail.com
Education
Grinnell College, B.A., American Studies
University of Iowa, M.A., Urban & Regional Planning
UCLA, All pre‐dissertation coursework for Ph.D., Urban & Regional Planning
Project Management, Transportation Research & Analysis, Implementation, Grant Writing
Redman Consulting, an LLC Sole Proprietorship, was originally formed in 2000 in Los Angeles. In 2012, Deborah Redman, the
principal and sole employee of Redman Consulting re‐established the firm in Oregon. The firm is a WBE/DBE/ESB in Oregon,
a DBE in California, and a certified SBE by LA Metro. LA County CBE certification is pending.
Deborah has served as a Project Manager for public and private clients, on projects involving a wide range of transportation
planning modes, missions, and topics. With 35+ years of experience, she provides technical analysis, policy, and strategic
planning, and conducts public engagement and outreach efforts on controversial topics, always using a creative, solution‐
oriented management style to address complex, difficult issues. She has special expertise in active transportation/safe routes
to school planning and grant preparation, passenger rail, multimodal and freight planning, complete streets, and congestion
pricing. Since 2014, she has been writing award‐winning grants for Metrolink, LA Metro, multiple Southern California cities
and counties, SANDAG, Brandman University, the Port of Portland, and private clients.
Redman Consulting Capabilities
In her public and private work for major state and regional agencies in Southern California (Metro, Metrolink, SCAQMD, SCAG,
LACRA, Caltrans, CalSTART,) and the State of Oregon (Oregon Metro; ODOT, the Port of Portland), Deborah has delivered
significant work products covering a range of planning topics: multi‐modal corridor analyses; preparation of existing
conditions and purpose and need statements; detailed analysis and description of potential project benefits for multiple
grantors with varied evaluation rubrics; development of ridership estimates for grant applications (in collaboration with staff
and consultant modelers); development of the approach and completion of greenhouse gas and criteria emission analyses;
preparation and presentation of data needed to demonstrate benefits to California’s designated priority populations;
collaboration with clients to develop zero‐emissions vehicle pilots and demonstration projects, including innovative
partnering with California Institutions of Higher Education (IHEs). Through this work, Deborah has built a broad network of
strong working relationships that help her serve her clients up and down the West Coast and elsewhere.
Selected Active Transportation Experience:
City of Lancaster, Safe Routes to School (SRTS) Master Plan Update, Lancaster, CA–Project Manager
City of Lancaster, 5th Street Corridor Schools ATP Infrastructure Project, Lancaster, CA–Grant Writer
City of Lancaster, SRTS Refresh, Rebuild, Recruit, Sustain, ATP Non‐Infrastructure Project, Lancaster, CA–PM/Grant Writer
City of Lancaster, SRTS Implementation Phase 1, Safe Streets For All Grant, Lancaster, CA–PM/Grant Writer
City of Culver City, Culver City Crossroads Community Connector ATP Infrastructure + SRTS Project, Culver City, CA–Grant Writer
City of Inglewood, Active Transportation Plan & Safe Routes to School Plan, Inglewood, CA–Project Manager/Grant Writer
City of El Monte, Mountain View School District Safe Routes to School ATP Non‐Infrastructure Project, El Monte, CA–PM/Grant Writer
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Additional Areas of Specialization
Grant writing
Caltrans Cap‐and‐Trade Program/TIRCP 2022—Won $177 M in LA Metro’s ZEV NextGen bus rolling stock & solar infrastructure, plus
$25M for Metrolink’s; Perris Valley Line; TIRCP 2020 ‐ Won $107 M for Antelope Valley Line Capacity Improvements; TIRCP 2018 –
Won $875 M for Metrolink‐led regional rail expansion (SCORE Program); TIRCP 2015 – Won $41.2 M for Metrolink Tier 4 locomotive
acquisition.
Fullerton Junction ($30M) CRISI; plus multiple INFRA, BUILD/RAISE, CRISI, SOGR, PTMSEA, LCTOP applications and awards
Caltrans Active Transportation Program Grant Applications (2014 ‐ 2022) Won $19 M + for clients
Cal. Elementary Mathematics & Science Professional Learning Initiative (2015) – Won $500K for Brandman University
US Dept. of Labor TechHire, $4M (2016), Brandman University/IBM/Global Knowledge; US Health and Human Services
MARAD Port Infrastructure Development Program 2022 ‐Port of Portland STRONGER T6 ‐ $24.4 M
Multimodal Planning (Research, Case Studies and Interviews, Analysis and Reporting)
SCRRA SBL Transit Corridor Planning Study, (2017) Reviewed Agency SWOT analyses for 2015 Fare Study and 10‐Year Strategic Plan;
researched fare subsidy options for LCTOP state grant funding ($3.9 M) (2022‐23)
Orange County Transportation Authority Mobility Management Plan (2015) and Mobility Management Planning study (2018) (sub to
JNTC); investigating peer agency strategies for partnering between transit and human services agencies with respect to providing
information, travel training and direct or indirect transit and paratransit services to elderly, disabled, low‐income and veteran
populations. Examining initial and sustaining funding plans. Deb conducted multiple interviews across country and analyzed results.
Oregon Metro – East Metro Connection Plan (2010‐12) PM for multi‐modal corridor study; SWOT analysis for Economic Development
SCRRA’s SCORE Program – Cost Benefit and Operational Analysis (2021) Wrote key sections of analysis showing positive marginal cost‐
benefit for proposed new service that can be deployed on TIRCP‐funded improvements to revolutionize regional rail in So Cal
Metrolink Systemwide Climate Vulnerability Assessment (2022) Original research won a $500K Caltrans Adaptation Planning
Grant to support the assessment of Metrolink rail infrastructure for protection/mitigation of climate impacts, identify
vulnerable communities, and develop protection strategies. Provided technical and planning oversight on project work
through final reports.
City of Lancaster Safe Routes to School Master Plan Update (2021‐2022)‐Project Manager for major update of SRTS Master Plan
Transit‐Linked Mobility Industry Assessment, WESTSTART/Calstart. (2003) First mile/last mile best practices.
West Coast Corridor Coalition (WCCC/Cambridge Systematics) (2006‐2007) I‐5 Corridor freight analysis.
An Analysis of Public Transportation to Attract Non‐Traditional Transit Riders in California, Caltrans Business, Transportation and
Housing Agency, Sacramento, CA. (2002)
Passenger and Freight Rail Planning
Port of Portland Rail Plan (2012‐13), Project concept development (BNSF/UPRR) for regional benefits w/HDR
SCRRA/Metrolink Commuter Rail (2015‐present), San Bernardino Line Transit Corridor Planning Study; Metrolink Systemwide Climate
Vulnerability Assessment
Central Connecticut Rail Study (2014‐15), CTDOT Freight market analysis w/URS (now AECOM)
Metro Freight Planner (2009‐2012)‐ Regional Freight Plan, MTIP Green Economy Program (2009‐2012)
Port of Tacoma Off‐Site Transportation Investment Study (OTIS‐M) (2007)
New Orleans to Baton Rouge Passenger Rail Study, Louisiana Department of Transportation and Development (2009).
Assessing rail alignment, stations, terminal siting, and land use considerations.
Congestion pricing
Road User Fee Task Force Report, ODOT, OR. Assisted Manager of Innovative Partnerships in editing, writing and revising 2005 Report
to the Oregon Legislature on the progress of Oregon’s Road User Fee Task Force. Additional assistance to ODOT OIPP from 2006‐
2008)
REACH Task Force, FHWA Congestion Pricing Pre‐Implementation Study. Project manager and sole agency staff to a 75‐member
regional task force with a complex, multi‐agency political agenda. (SCAG 1995‐1998)
I‐15 Managed Lanes Extension, San Diego Association of Governments, CA. Project manager for community outreach and
environmental justice issues on the nation's premier publicly owned value‐pricing project. (2002‐2004)
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Redman Consulting – Selected Federal Awarded Grants (with awards identified)
Consolidated Rail Infrastructure and Safety Improvements (CRISI) Program (FRA 2019)
“Fullerton Junction Interlocking and Third Main Track CP Atwood – CP Esperanza (BNSF San Bernardino
Subdivision)”
$30,000,000
FRA Federal‐State Partnership for State of Good Repair Program (FRA 2020)
“Four Rural Rail Bridges/Rehabilitation and Scour Mitigation”
$6,750,000
Consolidated Rail Infrastructure and Safety Improvements (CRISI) Program (FRA 2020)
“Burbank Corridor Speed & Safety Improvements”
$10,700,000
Commuter Authority Rail Safety Improvement (CARSI) Discretionary Grant Program (FTA 2020)
“Metrolink San Bernardino Line El Monte Station Area Grade Crossing Safety Improvements”
$14,771,250
Department of Homeland Security/FEMA Transit Security Grant Program (FEMA 2021)
“Metrolink Video and Audio Analytics for the SCRRA Video Surveillance System”
$1,681,719
Port Infrastructure Development Program (MARAD 2022)
“Port of Portland STRONGER T6: Strengthening Terminal 6 in Response to Operational Needs, Growth, and
Energy Reliability”
$26,360,000
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EXHIBIT “C”
MILESTONE SCHEDULE
Below are the identified milestones for this agreement:
1. Each calendar month of this agreement, CONSULTANT shall issue a monthly report to include
grants in progress, grants submitted, and grants awarded. These reports should be submitted at the
beginning of each month, or as close thereafter as possible.
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EXHIBIT “D”
PAYMENT SCHEDULE
Consultant's billing rate of $165.00 per hour shall remain in place throughout the duration of
the agreement. Consultant shall submit a monthly invoice for each month that Consultant incurs time
and material expenses on approved scope of services tasks.
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Redman Consulting
Strategic Planning for a Changing Planet
May 3, 2024
Ms. Heba El-Guindy
City of Gilroy
7351 Rosanna Street
Gilroy, California 95020
SUBJECT: Worker's Compensation and Business Automobile Insurance Waiver
Dear Ms. El-Guindy
I, Deborah Hart Redman, am a sole proprietor and the owner of Redman Consulting, LLC, and swear under
penalty of perjury that my firm is exempt from the State of California requirement to carry Worker's
Compensation insurance because I do not have any employees.
Further, I do not own or operate a company vehicle, as all my consulting work is conducted remotely and I do
not use a vehicle for business purposes.
Thank you.
Sincerely,
Deborah Hart Redman,
Principal
503.753.8877 | DebRedmanConsulting@gmail.com
1593 Skye Parkway, West Linn, OR 97068 | PolicyContinuum.com
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