The URL can be used to link to this page

Home My WebLink About02/23/2026 City Council Regular Agenda PacketFebruary 23, 2026 | 6:00 PM Page 1 of 6 City Council Regular Meeting CITY COUNCIL REGULAR MEETING AGENDA COUNCIL CHAMBERS, CITY HALL 7351 ROSANNA STREET, GILROY, CA 95020 MONDAY, FEBRUARY 23, 2026 | 6:00 PM MAYOR Greg Bozzo COUNCIL MEMBERS Dion Bracco Tom Cline Terence Fugazzi Zach Hilton Carol Marques Kelly Ramirez CITY COUNCIL PACKET MATERIALS ARE AVAILABLE ONLINE AT www.cityofgilroy.org AGENDA CLOSING TIME IS 5:00 P.M. THE TUESDAY PRIOR TO THE MEETING COMMENTS BY THE PUBLIC WILL BE TAKEN ON AGENDA ITEMS BEFORE ACTION IS TAKEN BY THE CITY COUNCIL. Public testimony is subject to reasonable regulations, including but not limited to time restrictions for each individual speaker. **Please limit your comments to 3 minutes.** The amount of time allowed per speaker may vary at the Mayor’s discretion depending on the number of speakers and length of the agenda. Written comments on any agenda item may be emailed to the City Clerk’s Office at publiccomment@cityofgilroy.org or mailed to the Gilroy City Clerk’s Office at City Hall, 7351 Rosanna Street, Gilroy, CA 95020. Comments received by the City Clerk’s Office by 1 p.m. on the day of a Council meeting will be distributed to the City Council prior to or at the meeting and available for public inspection with the agenda packet located in the lobby of Administration at City Hall, 7351 Rosanna Street prior to the meeting. Any correspondence received will be incorporated into the meeting record. Items received after the 1 p.m. deadline will be provided to the City Council as soon as practicable. Written comments are also available on the City’s Public Records Portal at bit.ly/3NuS1IN. In compliance with the Americans with Disabilities Act, the City will make reasonable arrangements to ensure accessibility to this meeting. If you need special assistance to participate in this meeting, please contact the City Clerk’s Office at least 72 hours prior to the meeting at (408) 846-0204 or cityclerk@cityofgilroy.org to help ensure that reasonable arrangements can be made. If you challenge any planning or land use decision made at this meeting in court, you may be limited to raising only those issues you or someone else raised at the public hearing held at this meeting, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Please take notice that the time within which to seek judicial review of any final administrative determination reached at this meeting is governed by Section 1094.6 of the California Code of Civil Procedure. A Closed Session may be called during this meeting pursuant to Government Code Section 54956.9 (d)(2) if a point has been reached where, in the opinion of the legislative body of the City on the advice of its legal counsel, based on existing facts and circumstances, there is a significant exposure to litigation against the City. Materials related to an item on this agenda submitted to the City Council after distribution of the agenda packet are available with the agenda packet on the City website at www.cityofgilroy.org subject to the Staff’s ability to Page 1 of 140 February 23, 2026 | 6:00 PM Page 2 of 6 City Council Regular Meeting post the documents before the meeting. KNOW YOUR RIGHTS UNDER THE GILROY OPEN GOVERNMENT ORDINANCE Government's duty is to serve the public, reaching its decisions in full view of the public. Commissions, task forces, councils and other agencies of the City exist to conduct the people's business. This ordinance assures that deliberations are conducted before the people and that City operations are open to the people's review. FOR MORE INFORMATION ON YOUR RIGHTS UNDER THE OPEN GOVERNMENT ORDINANCE, TO RECEIVE A FREE COPY OF THE ORDINANCE OR TO REPORT A VIOLATION OF THE ORDINANCE, CONTACT THE OPEN GOVERNMENT COMMISSION STAFF AT (408) 846-0204. If you need assistance with translation and would like to speak during public comment, please contact the City Clerk a minimum of 72 hours prior to the meeting at 408-846-0204 or e-mail the City Clerk’s Office at cityclerk@cityofgilroy.org. Si necesita un intérprete durante la junta y gustaría dar un comentario público, comuníquese con el Secretario de la Ciudad un mínimo de 72 horas antes de la junta al 408- 846-0204 o envíe un correo electrónico a la Oficina del Secretario de la Ciudad a cityclerk@cityofgilroy.org. To access written translation during the meeting, please scan the QR Code or click this link: Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace: bit.ly/3FBiGA0 Choose Language and Click Attend | Seleccione su lenguaje y haga clic en asistir Use a headset on your phone for audio or read the transcript on your device. Use sus auriculares para escuchar el audio o leer la transcripción en el dispositivo. The agenda for this regular meeting is outlined as follows: 1. OPENING 1.1. Call to Order 1.2. Roll Call 1.3. City Clerk's Report on Posting the Agenda 1.4. Pledge of Allegiance Page 2 of 140 February 23, 2026 | 6:00 PM Page 3 of 6 City Council Regular Meeting 1.5. Invocation 1.6. Orders of the Day 1.7. Employee Introductions 2. CEREMONIAL ITEMS - Proclamations and Awards 2.1. Public Works Engineers Week Proclamation 3. PRESENTATIONS TO THE COUNCIL 3.1. PUBLIC COMMENT BY MEMBERS OF THE PUBLIC ON ITEMS NOT ON THE AGENDA BUT WITHIN THE SUBJECT MATTER JURISDICTION OF THE CITY COUNCIL This portion of the meeting is reserved for persons desiring to address the Council on matters within the Gilroy City Council’s jurisdiction but not on the agenda. Persons wishing to address the Council are requested to complete a Speaker’s Card located at the entrances and handed to the City Clerk. Speakers are limited to 1 to 3 minutes each, varying at the Mayor’s discretion depending on the number of speakers and length of the agenda. The law does not permit Council action or extended discussion of any item not on the agenda except under special circumstances. If Council action is requested, the Council may place the matter on a future agenda. Written comments to address the Council on matters not on this agenda may be e-mailed to the City Clerk’s Office at publiccomment@cityofgilroy.org or mailed to the Gilroy City Clerk’s Office at City Hall, 7351 Rosanna Street, Gilroy, CA 95020. Comments received by the City Clerk’s Office by 1:00 pm on the day of a Council meeting will be distributed to the City Council prior to or at the meeting and available for public inspection with the agenda packet located in the lobby of Administration at City Hall, 7351 Rosanna Street, prior to the meeting. Any correspondence received will be incorporated into the meeting record. Items received after the 1:00pm deadline will be provided to the City Council as soon as practicable. Written material provided by public members under this section of the agenda will be limited to 10 pages in hard copy. An unlimited amount of material may be provided electronically. 4. REPORTS OF COUNCIL MEMBERS Council Member Bracco – Santa Clara County Library Joint Powers Authority, Santa Clara Water Commission, Santa Clara Valley Water Joint Water Resources Committee, SCRWA Council Member Fugazzi – Santa Clara Water Commission (alternate), Silicon Valley Regional Interoperability Authority Board (alternate), SCRWA, Visit Gilroy California Welcome Center, VTA Mobility Partnership Committee Council Member Marques – Gilroy Sister Cities, Santa Clara County Library Joint Powers Authority (alternate), Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Page 3 of 140 February 23, 2026 | 6:00 PM Page 4 of 6 City Council Regular Meeting Habitat Agency Implementation Board, SCRWA (alternate) Council Member Hilton – ABAG, CalTrain Policy Group (alternate), Santa Clara County Expressway Plan 2040 Advisory Board (alternate), Silicon Valley Clean Energy Authority JPA Board, South County Youth Task Force Policy Team, VTA Policy Advisory Committee Council Member Ramirez – ABAG (alternate), Gilroy Gardens Board of Directors (alternate), Cities Association of Santa Clara County, Gilroy Youth Task Force (alternate), Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Habitat Agency Implementation Board, SCRWA, Santa Clara Housing and Community Development Advisory Committee Council Member Cline – CalTrain Policy Group (alternate), Gilroy Sister Cities (alternate), Gilroy Youth Task Force, Santa Clara County Expressway Plan 2040 Advisory Board, Silicon Valley Clean Energy Authority JPA Board (alternate), Silicon Valley Regional Interoperability Authority Board, Visit Gilroy California Welcome Center (alternate), VTA Mobility Partnership Committee, VTA Policy Advisory Committee (alternate) Mayor Bozzo – Gilroy Gardens Board of Directors, Santa Clara Valley Water Joint Water Resources Committee, South County Youth Task Force Policy Team, VTA Board of Directors (alternate), Santa Clara Housing and Community Development Advisory Committee (alternate), Cities Association of Santa Clara County (alternate) 5. CONSENT CALENDAR All matters listed under the Consent Calendar are considered by the City Council to be routine and will be enacted by one motion. There will be no separate discussion of these items unless a request is made by a member of the City Council or a member of the public. Any person desiring to speak on any item on the consent calendar should ask to have that item removed from the consent calendar prior to the time the City Council votes to approve. If removed, the item will be discussed in the order in which it appears. 5.1. Approve the minutes of the February 7, 2026 Coffee with the Mayor, the February 9, 2026 City Council Special Meeting, and the February 9, 2026 City Council Regular Meeting 5.2. Approve Final Map and Property Improvement Agreement No. 2026-01 for Glen Loma Ranch Town Center Flex Development, Tract 10658, APN's 808-58-002, 808-58-003 5.3. Claim of Cecilia Aparicio (The City Administrator recommends a "yes" vote under the Consent Calendar shall constitute denial of the claim) 6. BIDS AND PROPOSALS 6.1. Approve Two On-Call Services Contracts for Upfitting of City Vehicles to Lehr Upfitters and NorCal Emergency Vehicle Installations (26-RFP-ADS-525) Each for an Up-To Amount of $370,000 for FY 26 and FY 27 1. Staff Report: Page 4 of 140 February 23, 2026 | 6:00 PM Page 5 of 6 City Council Regular Meeting LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. John Doughty, Public Works Director 2. Public Comment 3. Possible Action: 1. Award on-call services contracts to Lehr Upfitters and NorCal Emergency Vehicle Installations each in the not to exceed amount of $370,000 (26-RFP-ADS-525); and 2. Authorize the City Administrator to execute the contracts and associated documents. 6.2. Drone as First Responder (DFR) Pilot Program and BRINC/Motorola “Takeoff Program” 1. Staff Report: 2. Public Comment 3. Possible Action: 1. Approve the establishment of a Drone as First Responder (DFR) Pilot Program for the Gilroy Police Department; and 2. Authorize the City Administrator to execute the BRINC/Motorola Solutions Takeoff Program agreement (Sourcewell Contract #030425- MOT and associated addendum/SOW documents) for a six-year program term, with Year 1 at no cost and Years 2–6 subscription costs subject to annual budget appropriation. 7. FUTURE COUNCIL INITIATED AGENDA ITEMS 7.1. Request to Reopen the Wayland Parking Lot at Las Animas Veterans' Park 1. Staff Report: Bryce Atkins, Deputy Director of Community Development 2. Public Comment 3. Possible Action: Council consideration of a future agenda item regarding the potential reopening of the Wayland Parking Lot at the Las Animas Veterans' Park. 7.2. Request to Consider Amending the Flag Flying Policy and Construct a Commemorative Flag Pole at the Civic Center Site 1. Staff Report: LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. 2. Public Comment Page 5 of 140 February 23, 2026 | 6:00 PM Page 6 of 6 City Council Regular Meeting 3. Possible Action: Council determination on placing a future agenda item regarding amending the Flag Flying Policy and the constructing a new commemorative flag pole on the Civic Center site. 8. CITY ADMINISTRATOR'S REPORTS 9. CITY ATTORNEY'S REPORTS 10. ADJOURNMENT Page 6 of 140 Page 7 of 140 February 7, 2026 | 9:30 AM Page 1 of 1 City Council Minutes City of Gilroy City Council DRAFT Minutes Saturday, February 7, 2026 | 9:30 AM 1. OPENING 1. Call to Order The meeting was called to order by Mayor Bozzo at 9:30 AM. 2. Roll Call Attendance Attendee Name Present Council Member Dion Bracco Council Member Tom Cline Council Member Terence Fugazzi Council Member Zach Hilton Council Member Kelly Ramirez Mayor Greg Bozzo 2. COFFEE WITH THE MAYOR 3. ADJOURNMENT The Coffee with the Mayor event was adjourned at 10:38 A.M. I HEREBY CERTIFY that the foregoing minutes were duly and regularly adopted at a regular meeting of the City Council of the City of Gilroy on XXXXXXX, 20XX. Kim Mancera City Clerk Page 8 of 140 February 9, 2026 | 5:00 PM Page 1 of 1 City Council Minutes City of Gilroy City Council DRAFT Minutes Monday, February 9, 2026 | 5:00 PM 1. WELCOME 2. OPEN HOUSE 1. Meet Gilroy’s New City Administrator, Matt Morley There was no action taken at the open house. 3. ADJOURNMENT I HEREBY CERTIFY that the foregoing minutes were duly and regularly adopted at a regular meeting of the City Council of the City of Gilroy on XXXXXXX, 20XX. Kim Mancera City Clerk Page 9 of 140 February 9, 2026 | 6:00 PM Page 1 of 9 City Council Minutes 1. OPENING 1. Call to Order City of Gilroy City Council DRAFT Minutes Monday, February 9, 2026 | 6:00 PM The meeting was called to order by Mayor Bozzo at 6:00 PM. 2. Roll Call Attendance Attendee Name Present Council Member Dion Bracco Council Member Tom Cline Council Member Terence Fugazzi Council Member Zach Hilton Council Member Kelly Ramirez Mayor Greg Bozzo Absent Council Member Carol Marques 3. City Clerk's Report on Posting the Agenda City Clerk Kim Mancera reported on the Posting of the Agenda. 4. Pledge of Allegiance Council Member Hilton led the Pledge of Allegiance. 5. Invocation None. 6. Orders of the Day Move items 6.2 and 7.1 to be heard after item 3, and move item 8.1 to a future date. 7. Employee Introductions Mayor Bozzo introduced City Administrator Matt Morley. City Administrator Matt Morley introduced Economic Development Director Raissa de la Rosa. Finance Director Harjot Sangha introduced Information Technology Systems Administrator Adrian Jimenez. Public Works Director John Doughty introduced Maintenance Worker Ryan Grimaldo and Maintenance Worker Pedro Porras. 2. PRESENTATIONS TO THE COUNCIL Page 10 of 140 February 9, 2026 | 6:00 PM Page 2 of 9 City Council Minutes 1. PUBLIC COMMENT BY MEMBERS OF THE PUBLIC ON ITEMS NOT ON THE AGENDA BUT WITHIN THE SUBJECT MATTER JURISDICTION OF THE CITY COUNCIL Mayor Bozzo opened public comment at 6:13 P.M. Deanne Everton - commented on Rebuilding Together Silicon Valley and thanked the City Council for awarding this year's $149,000 in CDBG capital funds to support the work. Bill O'Connor - commented on the Gilroy Community Police Academy. Greg Felios - commented on Coffee with the Mayor and the Joint City of Gilroy and Gilroy Unified School District meeting. With no further speakers, Mayor Bozzo closed public comment. 3. REPORTS OF COUNCIL MEMBERS 1. Council Member Bracco – Santa Clara County Library Joint Powers Authority, Santa Clara Water Commission, Santa Clara Valley Water Joint Water Resources Committee, SCRWA Council Member Fugazzi – Santa Clara Water Commission (alternate), Silicon Valley Regional Interoperability Authority Board (alternate), SCRWA, Visit Gilroy California Welcome Center, VTA Mobility Partnership Committee Council Member Marques – Gilroy Sister Cities, Santa Clara County Library Joint Powers Authority (alternate), Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Habitat Agency Implementation Board, SCRWA (alternate) Council Member Hilton – ABAG, CalTrain Policy Group (alternate), Santa Clara County Expressway Plan 2040 Advisory Board (alternate), Silicon Valley Clean Energy Authority JPA Board, South County Youth Task Force Policy Team, VTA Policy Advisory Committee Council Member Ramirez – ABAG (alternate), Gilroy Gardens Board of Directors (alternate), Cities Association of Santa Clara County, Gilroy Youth Task Force (alternate), Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Habitat Agency Implementation Board, SCRWA, Santa Clara Housing and Community Development Advisory Committee Council Member Cline – CalTrain Policy Group (alternate), Gilroy Sister Cities (alternate), Gilroy Youth Task Force, Santa Clara County Expressway Plan 2040 Advisory Board, Silicon Valley Clean Energy Authority JPA Board (alternate), Silicon Valley Regional Interoperability Authority Board, Visit Gilroy California Welcome Center (alternate), VTA Mobility Partnership Committee, VTA Policy Advisory Committee (alternate) Page 11 of 140 February 9, 2026 | 6:00 PM Page 3 of 9 City Council Minutes Mayor Bozzo – Gilroy Gardens Board of Directors, Santa Clara Valley Water Joint Water Resources Committee, South County Youth Task Force Policy Team, VTA Board of Directors (alternate), Santa Clara Housing and Community Development Advisory Committee (alternate), Cities Association of Santa Clara County (alternate) Council Member Bracco - No report. Council Member Fugazzi - No report. Council Member Hilton - Reported from the Association of Bay Area Governments (ABAG) general assembly. As one of the delegates, he will be working toward a General Assembly and Business Conference in 2026, where they will determine policy, and adopt the annual budget and work plan. At the Santa Clara County LAFCO meeting, the board directed staff to increase the budget and reissue the RFP for a countywide water and wastewater service review. The Santa Clara County Vector Control District staff recommended pursuing a 2026 assessment ballot to increase revenue. He invited anyone visiting the Admin Wing in City Hall to stop by the Council Members' Office, where we have on loan from the Gilroy Museum, an aerial view of Gilroy. Council Member Ramirez - No report. Council Member Cline - No report. Mayor Bozzo - Reported from the Gilroy Gardens Board of Directors that the Garlic Festival will be back in July at the South County Event Center, down below Gilroy Gardens. Gilroy Gardens won the Brass Ring Excellence Award in Best Food and Beverages from the International Association of Amusement Park Operators. Gilroy Gardens is run by a non-profit organization, and this year Gilroy Gardens saw a dip in attendance coming their way. They were able to create some business strategies, and their revenue is up almost 20% even though their attendance is flat or slightly down. The City of Gilroy and Gilroy Gardens have been working on a long-term lease for a while. They are hoping to report out sometime soon. South County Youth Task Force (SCYTF) had a community conversation with District Attorney Jeff Rosen. The discussion was centered around public safety trends that impact South Santa Clara County. He spoke about the SCYTF late-night gym at Wheeler Auditorium, which is part of the youth diversions that they offer. He had a chance to attend. He noted that it is not just sports, but includes a dinner, check-in/discussion, and activities for the youth. He had the chance to play basketball with a group of youth. He announced that rain is in the forecast and reminded everyone to turn off their sprinklers to conserve water. 4. CONSENT CALENDAR Mayor Bozzo opened public comment at 8:18 P.M. With no speakers, Mayor Bozzo closed public comment. Page 12 of 140 February 9, 2026 | 6:00 PM Page 4 of 9 City Council Minutes Motion Approve the consent calendar. RESULT: Passed MOVER: Council Member Tom Cline SECONDER: Council Member Dion Bracco AYES: Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Kelly Ramirez, Mayor Greg Bozzo NAYS: None ABSENT: Council Member Marques 1. Approve the minutes of the January 26, 2026 City Council Regular Meeting 2. Authorization for Council Member Travel to the League of California Cities 2026 City Leaders Summit 3. Award a Three-year On-call Services Contract to Maggiora Bros Drilling, Inc. for Water Well and Pump Station Services for $420,000, with an Option to Extend for Two Additional One-year Terms Subject to City Administrator Review and Approval for $150,000/Year 4. Approve an Amendment to the Land Management Software Agreement with Tyler Technologies for the Environmental Health Suite and Fire Prevention Mobile Software and Three Years of Annual Maintenance and License Fees in the Amount of $130,054 5. Adopt a Resolution of the City Council of the City of Gilroy Declaring Weeds a Nuisance 6. Acceptance of the Cash and Investment Report as of December 31, 2025 5. PUBLIC HEARINGS 1. Consider Extending the Urgency Interim Ordinance Prohibiting the Issuance of Tobacco Retailer Permits Citywide for a Period of Ten (10) Months and Fifteen (15) Days Planning Manager Michael Fossati provided a report and presentation. Mayor Bozzo opened the public hearing at 8:32 P.M. Mundo Castrejon - commented on the Circle K business at the corner of Chestnut and 10th Street and the process for approval of a new Tobacco Retailer Permit. Ryan Kroll - commented on a Tobacco Retailer Permit for Circle K. With no further speakers, Mayor Bozzo closed the public hearing. Motion Determine this action is exempt from environmental review underCalifornia Page 13 of 140 February 9, 2026 | 6:00 PM Page 5 of 9 City Council Minutes Environmental Quality Act (CEQA) pursuant to Section15061(b)(3) of the CEQA Guidelines. RESULT: Passed MOVER: Council Member Kelly Ramirez SECONDER: Council Member Zach Hilton AYES: Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Kelly Ramirez, Mayor Greg Bozzo NAYS: None ABSENT: Council Member Marques Motion Direct the City Clerk to read the ordinance extending the Urgency Interim Ordinance by title only and to waive further reading. RESULT: Passed MOVER: Council Member Zach Hilton SECONDER: Council Member Dion Bracco AYES: Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Kelly Ramirez, Mayor Greg Bozzo NAYS: None ABSENT: Council Member Marques Motion Adopt an ordinance extending the Urgency Interim Ordinance to prohibit the issuance or approval of any new Tobacco Retailer Permit Citywide for an additional six (6) months and fifteen (15) days, with the associated findings. RESULT: Passed MOVER: Council Member Terence Fugazzi SECONDER: Council Member Zach Hilton AYES: Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Kelly Ramirez, Mayor Greg Bozzo NAYS: None ABSENT: Council Member Marques Motion Review, approve and issue the 10-day report as required by Government Code Section 65858(d) for the extension of the Urgency Interim Ordinance. RESULT: Passed MOVER: Council Member Zach Hilton SECONDER: Council Member Tom Cline AYES: Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Kelly Ramirez, Mayor Greg Bozzo Page 14 of 140 February 9, 2026 | 6:00 PM Page 6 of 9 City Council Minutes NAYS: None ABSENT: Council Member Marques 6. UNFINISHED BUSINESS 1. Receive an Update and Provide Direction Regarding Transient Occupancy Tax (TOT) Rate Increase Ballot Measure for the November 2026 Election Finance Director Harjot Sangha provided a report and presentation. Mayor Bozzo opened public comment at 9:08 P.M. Frank Johnson - commented on the average hotel rates in Gilroy vs. Morgan Hill. Maria Aguilar - commented on vouchers for the homeless and mentioned they will increase. With no further speakers, Mayor Bozzo closed public comment. Report received. Council directed staff to pursue a general-purpose TOT rate ballot measure. Council directed staff not to conduct a community survey to gauge support. Council provided feedback on the memo ballot questions. Council directed staff to pursue a not-to-exceed tax rate structure with a not-to- exceed tax rate of 13%. 2. Appointment of Planning Commissioner to Fill One (1) Remaining Open Seat and Selection and Appointment of Library Commissioner to Fill One (1) New Vacancy This item was heard after item 3 on the agenda. City Clerk Kim Mancera provided a report. The following appointments were made by the City Council. Library Commission Jan Guffey - Full term Planning Commission Payman Khodabandeh- Full term 7. INTRODUCTION OF NEW BUSINESS 1. Abatement of Sixth Street Temporary Encampment on APN: 841-18-089 Page 15 of 140 February 9, 2026 | 6:00 PM Page 7 of 9 City Council Minutes This item was heard after item 3 and item 6.2 on the agenda. Police Captain Luke Powell provided a report and presentation. City Attorney Andy Faber provided a report. Mayor Bozzo opened public comment at 7:07 P.M. Ron Kirkish - commented on the encampment and asked what the plan is after the 90-day period expires. Linda Thomas - commented on the encampment and spoke about visiting the site. Joan Lewis - commented about why the encampment needs to be removed. Aubrey Tasby - commented about the positive impacts on the residents of the encampment. Tom Chargin - commented about delivering food to the encampment and the lack of resources from the County. Jan Bernstein Chargin - commented about the impact of dispersing the unhoused throughout the city instead of them being housed in one location. Jose Medina - commented on his positive experience at the encampment. Gabriel Lopez - commented on Camp Hope. He thanked the Council for allowing them to stay there and asked that they be allowed to stay. Chris Vanni - commented on the end-game and the impact of encampments along the creeks and around the parks. Shelley Swan - commented on the progress that residents of Camp Hope have made since they have been allowed to stay there. Todd Langton - commented on the negative effect that removing this encampment will have on the city. Robert Aguirre - commented on the encampment and provided history on the land. With no further speakers, Mayor Bozzo closed public comment. Motion Adopt a resolution suspending enforcement of Gilroy City Code Chapter5 for a period of time not to exceed ninety (90) days, authorizing the City to continue to provide sanitation-related services (portable restrooms and solid waste removal) to the temporary encampment during the suspension and abating the said encampment after the suspension period to include that the suspension may be Page 16 of 140 February 9, 2026 | 6:00 PM Page 8 of 9 City Council Minutes ended if the City Administrator determines there is an increase in risk of public health or safety that requires immediate enforcement of the ordinance. RESULT: Passed MOVER: Council Member Dion Bracco SECONDER: Council Member Kelly Ramirez AYES: Council Member Dion Bracco, Council Member Tom Cline, Council Member Kelly Ramirez, Mayor Greg Bozzo NAYS: Council Member Terence Fugazzi, Council Member Zach Hilton ABSENT: Council Member Marques The meeting recessed at 8:04 P.M. and reconvened at 8:18 P.M. 2. Pilot Below Market Rate (BMR) Preservation Program Update and Overall BMR Housing Program Overview Housing and Community Services Manager Christie Thomas provided a report and presentation. Mayor Bozzo opened public comment at 9:25 P.M. With no speakers, Mayor Bozzo closed public comment. Report received. 8. FUTURE COUNCIL INITIATED AGENDA ITEMS 1. Request to Reopen the Wayland Parking Lot at Las Animas Veterans' Park This item has been continued to the February 23, 2026 City Council Regular Meeting. 9. CITY ADMINISTRATOR'S REPORTS City Administrator Matt Morley thanked the City Council for including him in the team. 10. CITY ATTORNEY'S REPORTS City Attorney Andy Faber announced that he and the City Clerk will be providing training to the City Council and staff on SB 707 in March. He also mentioned that having Christie on board doing all the work for the BMR program is wonderful. 11. ADJOURNMENT With no additional business before the Council, the meeting was adjourned at 9:27 P.M I HEREBY CERTIFY that the foregoing minutes were duly and regularly adopted at a regular meeting of the City Council of the City of Gilroy on XXXXXXX, 20XX. Kim Mancera City Clerk Page 17 of 140 February 9, 2026 | 6:00 PM Page 9 of 9 City Council Minutes Page 18 of 140 5.2. City of Gilroy STAFF REPORT Agenda Item Title: Approve Final Map and Property Improvement Agreement No. 2026-01 for Glen Loma Ranch Town Center Flex Development, Tract 10658, APN's 808-58-002, 808-58-003 Meeting Date: February 23, 2026 From: Matt Morley, City Administrator Department: Public Works Submitted by: John Doughty, Public Works Director Prepared by: Jorge Duran, Senior Civil Engineer STRATEGIC PLAN GOALS: Promote Safe and Affordable Housing for All RECOMMENDATION Approve the Final Map and Property Improvement Agreement No. 2026-01 for Glen Loma Ranch Town Center Flex Development, Tract 10658, APN's 808-58-002, 808-58- 003. EXECUTIVE SUMMARY N/A BACKGROUND On May 19, 2014, the applicant, Glen Loma Corporation, received Tentative Map approval of a master subdivision of approximately 359 acres, commonly known as the Glen Loma Ranch Specific Plan [Reference: Resolution No. 2014-19, TM 13-08 & Ordinance No. 2014-07, Z 14-01]. The Glen Loma Ranch Specific Plan area consists of approximately 359 acres divided into 13 parcels under four separate ownerships. Reservoir Canyon Creek and Babbs Creek, traverse the site, along with two modified drainage channels that convey storm water for peak seasonal storm events. A seasonal wetland exists within the Page 19 of 140 5.2. northwestern region of the project site. Ascension Solorsano Middle School and Las Animas Elementary School exist within the Glen Loma Specific Plan area. Roadways constructed to serve those schools also serve the Glen Loma Specific Plan area. The Glen Loma Specific Plan encompasses seventeen distinct residential neighborhoods with up to 1,467 mixed-density residential units, including single-family homes, apartments, low-income units, and senior units. The city has approved the subdivision of Seventeen neighborhoods (Home Ranch, Wild Chestnut, Vista Bella, Petite Sirah, Mataro, Montonico, McCutchin Creek, Palomino, The Grove, Nebiolo, Malvasia, The Glen, Town Center Multifamily, Towncenter BMR, Nebiolo II, Canyon Creek, Malvasia II, Rocky Knoll), totaling 1164 units. Vista Bella, Petite Syrah, Mataro, The Grove, Town Center Multifamily, Town Center BMR, Malvasia, Nebiolo, The Glen, Montonico, Wild Chestnut, Home Ranch, have been built totaling 954 units. The ultimate development of the Glen Loma Specific Plan will also consist of a Town Center development that includes a city fire station and forty-two (42) single-family duet lots; two proposed city park sites; community amenities or focal points within each neighborhood; and approximately 88 acres (24 percent of the project site) of open space and buffer areas with 6-7 miles of trails that link the neighborhoods and tie into the existing Christmas Hill Park. As part of the open space, a rocky knoll area with soils that provide habitat for endangered species (serpentine soils) and an area that currently contains a eucalyptus grove will be maintained. On March 17, 2025, City Council of the City of Gilroy approved tentative map TM 24-02, granting Glen Loma Corporation to subdivide an approximate 6.7 acre site into 42 single-family duet residential lots, associated private streets, and four (4) Private Open Space Parcels that will be maintained by the Homeowners’ Association on property located Southwest of West Luchessa Avenue, Northwest of West 10th Street, North of Loma Ranch Street, and East of Miller Avenue (APN#808-58-002 and 808-58-003), filed by Glen Loma Group/Felice Family Estate, Applicant. [Reference: Resolution No. 2025- 11, TM 24-02] ANALYSIS As part of this phase of the Glen Loma Ranch Specific Plan development, The Christopher Ranch LLC; D. Christopher & Sons, LLC; The Christopher Family Partnership; and Filice Family Estate, are requesting approval of Tract 10658, Town Center Flex Final Map; and enter into a Property Improvement Agreement with the City for the construction of Public Improvements, including: new street grading, paving, curb, gutter, sidewalk, landscape, lighting, storm drain, water, sewer, and necessary utility extension and connection to serve the development. As part of the Property Improvement Agreement, the developer is required to provide Faithful Performance and Payment bonds of $3,739,089 for 100% of the estimated construction cost of the improvements. Page 20 of 140 5.2. Staff has reviewed the Tract 10658 Final Map and determined that the Map is ready for Recording with Santa Clara County, once approved by City Council. ALTERNATIVES Council has the following options with respect to this request by the Owner and the Developer: 1. Council may approve the Final Map for Tract 10658 and enter into the Property Improvement Agreement (PIA 2026-01) for development of the site. STAFF RECOMMENDS THIS ALTERNATIVE because it will keep the project on track and develop the site consistent with Glen Loma planned development standard. 2. Deny the request and let the Tentative Map expire this July. STAFF DOES NOT RECOMMEND THIS ALTERNATIVE because it will impose unnecessary delay for the development of the site and will require the developer to process new Tentative Map for City approval. FISCAL IMPACT/FUNDING SOURCE There is no net impact to the General Fund. Plan check and inspection fees have been collected to cover the costs associated with this action. The developer has submitted bonding and insurance for the above referenced Property Improvement Agreement and Final Map. All of the above required improvements are part of the developer’s responsibility, and there are no reimbursements required for this project. PUBLIC OUTREACH N/A NEXT STEPS N/A Attachments: 1. Exhibit A - Vicinity Map GLR TC Flex 2. Exhibit B - PIA Town Center Flex 3. Exhibit C - Final Map Town Center Flex Page 21 of 140 Page 22 of 140 Page 23 of 140 Page 24 of 140 Page 25 of 140 Page 26 of 140 Page 27 of 140 Page 28 of 140 Page 29 of 140 Page 30 of 140 Page 31 of 140 Page 32 of 140 Page 33 of 140 Page 34 of 140 Page 35 of 140 Page 36 of 140 EXHIBIT B - IMPROVEMENT PLANS Page 37 of 140 Page 38 of 140 Page 39 of 140 Page 40 of 140 Page 41 of 140 Page 42 of 140 Page 43 of 140 Page 44 of 140 Page 45 of 140 Page 46 of 140 Page 47 of 140 Page 48 of 140 5.3. City of Gilroy STAFF REPORT Agenda Item Title: Claim of Cecilia Aparicio (The City Administrator recommends a "yes" vote under the Consent Calendar shall constitute denial of the claim) Meeting Date: February 23, 2026 From: Matt Morley, City Administrator Department: Administrative Services Submitted by: LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. Prepared by: LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. STRATEGIC PLAN GOALS: Not Applicable RECOMMENDATION Based on the recommendation from Municipal Pooling Authority (MPA) and/or legal counsel, this claim is recommended for rejection. EXECUTIVE SUMMARY Based on the recommendation from the Municipal Pooling Authority (MPA) and/or legal counsel, the following claim is submitted to the City Council for rejection at the February 23, 2026 meeting: • Claim of Cecilia Aparicio BACKGROUND n/a ANALYSIS n/a Page 49 of 140 5.3. ALTERNATIVES n/a FISCAL IMPACT/FUNDING SOURCE n/a PUBLIC OUTREACH n/a NEXT STEPS n/a Attachments: 1. Claim of Cecilia Aparicio for Agenda Packet 2.23.26 Page 50 of 140 Page 51 of 140 6.1. City of Gilroy STAFF REPORT Agenda Item Title: Approve Two On-Call Services Contracts for Upfitting of City Vehicles to Lehr Upfitters and NorCal Emergency Vehicle Installations (26-RFP-ADS-525) Each for an Up-To Amount of $370,000 for FY 26 and FY 27 Meeting Date: February 23, 2026 From: Matt Morley, City Administrator Department: Public Works Submitted by: LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. John Doughty, Public Works Director Prepared by: LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. , John Doughty, Public Works Director, Walter Dunckel, Fleet and Facilities Superintendent STRATEGIC PLAN GOALS: Not Applicable RECOMMENDATION 1. Award on-call services contracts to Lehr Upfitters and NorCal Emergency Vehicle Installations each in the not to exceed amount of $370,000 (26-RFP-ADS-525); and 2. Authorize the City Administrator to execute the contracts and associated documents. EXECUTIVE SUMMARY The Public Works Department recommends entering into two-year on-call services contracts with Lehr Upfitters and NorCal Emergency Vehicle Installations, to provide vehicle upfitting services. Upfitting services include the installation of radios, routing antenna wires, purchasing and installing emergency lighting and controls, sirens, gun racks, cages, and other specialized equipment on newly purchased vehicles. Page 52 of 140 6.1. An RFP for vehicle upfitting services (26-RFP-ADS-525) was issued, and the City received proposals from Lehr Upfitters OpCo, LLC and NorCal Emergency Vehicle Installations. No other proposals were received. Due to the limited number of emergency vehicle upfitters in the area, it is important to have more than one vendor available so timely upfitting can occur when a new vehicle is purchased and received. Staff designed the RFP to select and award contracts to multiple vendors. This allows the City to use a different vendor if one vendor has a longer wait time before they can schedule a vehicle for upfitting. The contract term will be for the period of March 1, 2026 - June 30, 2027, and will cover the cost of vehicles needing upfitting in FY 26 and FY 27. BACKGROUND When the City purchases new vehicles for Police and Fire, most of these vehicles do not come fully equipped with radios, emergency lighting, sirens, gun racks, cages, and other specialized equipment. This equipment must be purchased and installed by vehicle upfitters who have trained personnel who are trained and focused solely on vehicle upfitting. A Request For Proposals (RFP 26-RFP-ADS-525) resulted in two proposals being received. Proposals were received from Lehr Upfitters and NorCal Emergency Vehicle Installations. These proposals were evaluated by a review panel, and assessed based on experience, qualifications, capability, proximity, proposal quality, and fee schedule. Both Lehr Upfitters and NorCal Emergency Vehicle Installations received high scores. The City has previously utilized both Lehr Upfitters and NorCal Emergency Vehicle Installations for vehicle upfitting needs. Staff from Fleet, Fire, and Police have been pleased with the services provided by both vendors to include quality of work and overall responsiveness. These companies often provide services to other public agencies which means that wait times for unfitting can be long. Rather than contract with a single vendor, staff is recommending entering into contracts with both vendors. This will allow staff the flexibility to discuss delivery schedules with both and provide the work to the vendor that can provide services most expeditiously, so the vehicles can be put into service as quickly as possible. ANALYSIS The need for upfitting services is sporadic and varies from year to year based new vehicles included in the budget for purchase. At times there is a need to upfit multiple vehicles simultaneously and at other times there are no vehicles needing upfitting Page 53 of 140 6.1. services. Also, given the specialized nature of this work coupled with the need for immediate services when a purchased vehicle is received, the use of upfitting vendors is vital so critical equipment can be installed efficiently and effectively and new vehicles deployed. Both upfitting vendors are also available for the occasional repairs to the specialized equipment that may become necessary during the life of a vehicle and cannot be repaired by our in-house team. ALTERNATIVES The alternative would be to not award the contracts. This is not a viable option as the new vehicles need to be upfitted, and we do not have internal personnel with the capacity or training to perform this type of specialized vehicle upfitting. Given the limited number of qualified vendors in the area, completing another RFP process will not result in a different outcome. FISCAL IMPACT/FUNDING SOURCE The cost to upfit nine vehicles in FY 26 is estimated at $260,000 and the cost to upfit five vehicles in FY 27 is estimated at $110,000. Based on these estimates, the on-call service contract amounts with the two vendors for FY 26 and FY 27 are each set at $370,000. It is currently unknown if all the work will be done by one vendor or spread across both vendors. The up to dollar amount will allow the flexibility to use the vendor that has the capacity to complete the work in a timely manner. The total cost over the two-year period across both vendors will not exceed $370,000. There are sufficient resources included within the Fleet Fund budget (Fund 600) for FY 26 and 27 to cover this expense. PUBLIC OUTREACH N//A NEXT STEPS Upon Council’s approval, the contracts will both vendors will be finalized and executed, allowing the contractor to begin upfitting new emergency vehicles. Attachments: 1. Draft_Lehr_Agreement 2. Draft_NorCal_EVI_Agreement Page 54 of 140 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 10th day of February, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Lehr Upfitters, having a principal place of business at 1590 Lana Way, #7, Hollister, CA 95023. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on March 1, 2026 and will continue in effect through June 30, 2027 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 CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A.Specific Services CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR’S services. Page 55 of 140 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $370,000.00. B. Invoices CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be Page 56 of 140 -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, 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. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR 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. Page 57 of 140 -4- 4835-2267-0361v1 LAC\04706083 E.Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F.State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: •CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; •CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; •CITY will not withhold state or federal income tax from payment to CONTRACTOR; •CITY will not make disability insurance contributions on behalf of CONTRACTOR; •CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A.Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A.Sale of CONTRACTOR’s Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’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 CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. Page 58 of 140 -5- 4835-2267-0361v1 LAC\04706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B.Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1.CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2.CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR 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 CONTRACTOR for the performance of that task pursuant to this Agreement. C.Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR’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 CONTRACTOR to CITY. D.Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR 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 CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. Page 59 of 140 -6- 4835-2267-0361v1 LAC\04706083 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 CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, 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 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 CONTRACTOR 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, CONTRACTOR 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. Page 60 of 140 -7- 4835-2267-0361v1 LAC\04706083 F. Conflict of Interest CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR 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 CONTRACTOR 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. 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. Page 61 of 140 -8- 4835-2267-0361v1 LAC\04706083 L. Waiver CONTRACTOR 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. CONTRACTOR: CITY: Lehr Upfitting CITY OF GILROY By: By: Name: Name: Title: Title: Social Security or Taxpayer Identification Number Approved as to Form ATTEST: City Attorney City Clerk Page 62 of 140 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR 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, CONTRACTOR agrees to assign Mike McGee, 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, CONTRACTOR 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 CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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, Walter Dunckel shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR 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 CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement. Page 63 of 140 -2- 4835-2267-0361v1 LAC\04706083 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Page 64 of 140 -3- 4835-2267-0361v1 LAC\04706083 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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR 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 CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR 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. Page 65 of 140 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Walter Dunckel City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: 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 CONTRACTOR 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 CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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. Page 66 of 140 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES This agreement consists of providing on-call vehicle upfitting services for the City of Gilroy for our emergency vehicles (per, 26-RFP-ADS-525). The City needs the following vehicles upfitted: FY 26 Five Dodge Durango Pursuit vehicles One Undercover vehicle One Transport van Two Ford F150 Responders FY 27 Two Dodge Durango Pursuit or similar vehicles One Undercover vehicle Two Admin vehicles Patrol Vehicle Equipment List to be purchased and installed - or equivalent agreed upon substitutions: BK2019DUR21 Sentina PB450L Lighted Push Bumper ION TRIO R/B/W Durango FK0400DUR21 Sentina PB5 PB300/400 Fender Wrap Durango OEM Wig Wag CH27.1.20 911 Circuit, Harness w/Timer SA315P Whelen Siren Speakers 100W (2) SAK1 Whelen speaker bracket universal (2) Page 67 of 140 -2- 4835-2267-0361v1 LAC\04706083 EB8DEDE-52466 LEGACY DUO WECANX 48” STPKT85 STRAP KIT DURANGO NUS-2X Nutech, lightbar grommet CSM (Customer Supplied Material) – Radio Antenna(s) CSM – Modem Antenna CSM – ICV antenna(s) MBDD19 Whelen ION Mirror-Beam Housings – Pair Durango MBI2E Whelen Mirror Beam ION Due – Blue/White MBI2D Whelen Mirror Beam ION Duo – Red/White TCRWX5 Whelen WeCanX Tracer 5-Lamp Housing TCRB44 Whelen Tracer Mounting Kit Durango INV-CON-DN-DUR Innovative, Console, Dual Notched – Durango 12” slope Flat, Dual Cuphldr Armrest Includes: Innovative Mounting Plate Innovative Standard Faceplate Innovative Cup Holder Innovative Arm rest INV-CON-FP-0507-R Innovative, Console, Accessory Faceplate 3” Motorola 0507, Remote head INV-CON-FP-CENCOM Innovative, Console, Accessory, Faceplate, 4”, Whelen, Cencom INV-CON-FP-3 Innovative, Console, Accessory, Faceplate, 3”, Blank INV-CON-FP-2 Innovative, Console, Accessory, Faceplate, 2”, Blank CSM – Motorola Radio Page 68 of 140 -3- 4835-2267-0361v1 LAC\04706083 CSM – In Car Video CSM – Computer Dock/KB/Power 500-0001 Westin/Hint Tablet and Keyboard Mount – Double Post (TM5502UDB-UNIB-E) MMSU-1 Mag Mic Magnetic Mic Kit GK11191B1S Setina Dual T-Rail Gun Mount 1 Blac-Rac Lock/1 Shotgun Lock #2 Key 60CREGCS Whelen, 12 Diode Interior Light, 6” Round Surface Mount Split Red/White Setina, #10Vs C RP Partition PK0419DUR11 Includes: PT2185DUR11 Setina, VS RP Partition Transfer Kit Durango BR10LRSSCACPR Setina, #10 LR-SSCA BAR C Coated Poly RP QK0634DUR11 Setina, Repl TPO Seat w/C Belts 11-* Durango PK0316DUR112ND Setina Partition WK0595DUR11 Setina Poly Window Barrier Durango DK0100DUR11 Setina Door Panel TPO fits 2011-26 Durango PSC0ADCR Whelen 6 LED Strip Light TK0241DUR11 Setina Cargo Box DSC-Drawer/Sld/Combo BSN-Base/SldNo Lk TPA9289 Setina Cargo Box Radio Tray TLI2J Whelen ION T-Series DUO Red/Blue (2) Liftgate left/Right when open TLI2J Whelen ION T-Series DUO Red/Blue (2) Left Right License Plate Area I2J Whelen ION T-Series DUO Red/Blue (2) D Pillar Left/Right Windows WK0040DUR11 Setina, Window Barrier Aluminum 3 Piece Cargo Area Durango CSM Cradlepoint Modem C399 Whelen Cencom Core WCX Remote Siren & Control Center CCTL7 Whelen Core WXC 21 Push-Buttons & 4 Position Slide Control Head C399K3 Whelen ODBII Cable Canport Kit Dodge Page 69 of 140 -4- 4835-2267-0361v1 LAC\04706083 CEM16 Whelen Core WCX 16 Output Expansion Module CV2V Whelen, Vehicle-To-Vehicle Sync Module Undercover Vehicle Equipment List to be purchased and install - or equivalent agreed upon substitutions: XI2E Whelen ION DUO Series Linear-LED Blue/White Smoked Lens XI2D Whelen ION DUO Series Linear-LED Red/White Smoked Lens WH1 Small Wire Harness SA315P Whelen Siren Speaker SAK9 Whelen Speaker Bracket Universal Swivel SHA211-SF2SUM Sinclair Disguised Antenna 150-174 Mhz Uhf Male connector ALPHA 5 Sti-Co Stinger Concealed Internal Antenna, 700-800 Mhz XONR Whelen ION Series Super-LED Red w/Smoked lens TIONBKT1 Whelen ION Series Super-LED Blue w/Smoked lens ALPHASL Whelen Remote 200W Siren for Use w/Remote Switches 14-234 K4 Switch, Round Button Single Pole Rocker Switch (2) NPN Momentary Switch for Air-Horn CSM – Police Radio - Motorola APX7500 USED (Provided) (Control Head and Mic in Center Console) (Speaker under Seat) XI2J Whelen, ION DUO Series Linear-LED Red/Blue smoked Lense (2) VTX609R Whelen, Vertex Super-LED Omni Directional Light head Red VTX609B Whelen, Vertex Super-LED Omni Directional Light Head Blue 60CREGCS Whelen, 12 Diode Interior Light, 6” Round Surface Mount Split Red/Wht Page 70 of 140 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE All services within this agreement will be conducted on an on-call basis whenever requested by the City. Page 71 of 140 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The Contractor shall be compensated for all labor, materials and equipment, services and other reimbursible expenses in accordance with the cost schedule attached in exhibit D Maximum Contract Amount: The total compensation payable under this Agreement for the term of the agreement shall not exceed Three Hundred Seventy Thousand Dollars ($370,000). Annual Allocation: The annual allocation of the total contract amount shall be as follows: Fiscal Year 2026: Two Hundred Sixty Thousand Dollars ($260,000) Fiscal Year 2027: Ninety Thousand Dollars ($90,000) Below is a breakdown of the pricing per patrol vehicle and undercover vehicle: Page 72 of 140 City of Gilroy / Request for Proposal / Fleet Services Page 13 of 21 COST SUBMITTAL WORK SHEET –RFP Your Company Name: Contact Name: Contact Phone: Contact Email: Cost Per Unit listed on the following pages shall be final and shall include all parts, labor, miscellaneous install materials, shipping costs, and taxes necessary to upfit the police vehicles per the specifications in this RFP. Please provide costs for Years 1-2 of the Contract, and optional years, i.e.: Years 3-4. Additional costs not accounted for within bid will not be covered by the City. Please quote the vehicles price per FY. This cost will be rated with the point system (max 35 pts to lowest proposed price). Cost Per Unit Initial Contract Term (2yrs) Patrol Vehicle Unmarked Police Vehicle Year 1 $ $ Year 2 $ $ Optional Two Year Extension Year 3 $ $ Year 4 $ $ /(+58SILWWHU2S&R//&GED/(+5/(+5$XWR 0LNH0F*HH1&$7HUULWRU\6DOHV0DQDJHU PPFJHH#OHKUDXWRFRP Ϯϴ͕ϳϲϭ͘ϳϱ Ϯϵ͕ϵϲϬ͘ϭϲ ϯϭ͕ϮϬϴ͘ϰϵ ϯϮ͕ϱϬϴ͘ϴϱ ϲ͕ϵϮϵ͘ϭϳ ϳ͕Ϯϭϳ͘ϴϵ ϳ͕ϱϭϴ͘ϲϯ ϳ͕ϴϯϭ͘ϵϭ $ERYHQXPEHUVSDVW\HDUDUHHVWLPDWHGDW$YHUDJH,QFUHDVHEDVHGRQDQQXDOLQFUHDVHIURP(TXLSPHQW0DQXIDFWXUHUV $ERYHQXPEHUVIRU3DWURO9HKLFOHVDUHEDVHGRQ:KHOHQ(TXLSPHQWLQVWDOOHGLQWR'RGJH'XUDQJRFKDQJHWRHLWKHUHTXLSPHQW RUSODWIRUPZLOOUHVXOWLQFKDQJHVWRDVVRFLDWHGFRVWV Page 73 of 140 City of Gilroy / Request for Proposal / Fleet Services Page 14 of 21 2025 DURANGO PATROL VEHICLE PRODUCT # DESCRIPTION UNIT PRICE TOTAL PRICE Front Equipment 1 BK2019DUR21 Sentina PB450L Lighted Push Bumper ION TRIO R/B/W Durango 2 FK0400DUR21 Sentina PB5 PB300/400 Fender Wrap Durango 3 OEM Wig Wag 4 CH27.1.20 911 Circuit, Harness w/Timer 5 SA315P Whelen Siren Speakers 100W (2) 6 SAK1 Whelen speaker bracket universal (2) Roof Equipment: 7 EB8DEDE-52466 LEGACY DUO WECANX 48” 8 STPKT85 STRAP KIT DURANGO 9 NUS-2X Nutech, lightbar grommet 10 CSM (Customer Supplied Material) – Radio Antenna(s) 11 CSM – Modem Antenna 12 CSM – ICV antenna(s) 13 MBDD19 Whelen ION Mirror-Beam Housings – Pair Durango 14 MBI2E Whelen Mirror Beam ION Due – Blue/White 15 MBI2D Whelen Mirror Beam ION Duo – Red/White 16 TCRWX5 Whelen WeCanX Tracer 5-Lamp Housing 17 TCRB44 Whelen Tracer Mounting Kit Durango 18 INV-CON-DN-DUR Innovative, Console, Dual Notched – Durango 12” slope Flat, Dual Cuphldr Armrest Includes: Innovative Mounting Plate Innovative Standard Faceplate Innovative Cup Holder Innovative Arm rest 19 INV-CON-FP-0507-R Innovative, Console, Accessory Faceplate 3” Motorola 0507, Remote head 20 INV-CON-FP-CENCOM Innovative, Console, Accessory, Faceplate, 4”, Whelen, Cencom 21 INV-CON-FP-3 Innovative, Console, Accessory, Faceplate, 3”, Blank 22 INV-CON-FP-2 Innovative, Console, Accessory, Faceplate, 2”, Blank 23 CSM – Motorola Radio 24 CSM – In Car Video 25 CSM – Computer Dock/KB/Power 26 500-0001 Westin/Hint Tablet and Keyboard Mount – Double Post (TM- 5502UDB-UNIB-E) 27 MMSU-1 Mag Mic Magnetic Mic Kit 28 GK11191B1S Setina Dual T-Rail Gun Mount 1 Blac-Rac Lock/1 Shotgun Lock #2 Key 29 60CREGCS Whelen, 12 Diode Interior Light, 6” Round Surface Mount Split Red/White ϴϴϰ͘Ϯϱ ϴϴϰ͘Ϯϱ ϱϬϵ͘Ϯϱ ϱϬϵ͘Ϯϱ ϴϳϳ͘ϱϬ ϴϳϳ͘ϱϬ ϭϵϵ͘ϵϵ ϯϵϵ͘ϵϴ ϯϭ͘ϴϬ ϲϯ͘ϲϬ ϮϮϯϱ͘ϬϬ ϮϮϯϱ͘ϬϬ ŝŶĐů͘ǁͬƉƵƌĐŚĂƐĞ ŝŶĐů͘ǁͬƉƵƌĐŚĂƐĞ ϮϮ͘ϴϮ ϮϮ͘ϴϮ Ϯϵϳ͘ϬϬ Ϯϵϳ͘ϬϬ ϭϵ͘ϮϬ ϭϵ͘ϮϬ ϭϵ͘ϮϬ ϭϵ͘ϮϬ ϵϵϵ͘ϬϬ ϭϵϵϴ͘ϬϬ ϯϯ͘ϬϬ ϲϲ͘ϬϬ ϱϴϯ͘ϵϵ ϱϴϯ͘ϵϵ ŝŶĐů͘ǁͬƉƵƌĐŚĂƐĞ ŝŶĐů͘ǁͬƉƵƌĐŚĂƐĞ Η Η Η Η Η Η ĐƵƐƚŽŵĞƌĐƵƐƚŽŵĞƌ ΗΗ Η Η ϳϰϮ͘ϵϬ ϳϰϮ͘ϵϬ ϯϱ͘ϵϱ ϭϬϳ͘ϴϲ ϳϵϰ͘Ϯϱ ϳϵϰ͘Ϯϱ ϭϱϰ͘ϴϬ ϭϱϰ͘ϴϬ Page 74 of 140 City of Gilroy / Request for Proposal / Fleet Services Page 15 of 21 Prisoner Compartment 30 Setina, #10Vs C RP Partition 31 PK0419DUR11 Includes: PT2185DUR11 Setina, VS RP Partition Transfer Kit Durango BR10LRSSCACPR Setina, #10 LR-SSCA BAR C Coated Poly RP 32 QK0634DUR11 Setina, Repl TPO Seat w/C Belts 11-* Durango 33 PK0316DUR112ND Setina Partition 34 WK0595DUR11 Setina Poly Window Barrier Durango 35 DK0100DUR11 Setina Door Panel TPO fits 2011-26 Durango 36 PSC0ADCR Whelen 6 LED Strip Light Options – Back end Equipment 37 TK0241DUR11 Setina Cargo Box DSC-Drawer/Sld/Combo BSN-Base/SldNo Lk Durango 38 TPA9289 Setina Cargo Box Radio Tray 39 TLI2J Whelen ION T-Series DUO Red/Blue (2) Liftgate left/Right when open 40 TLI2J Whelen ION T-Series DUO Red/Blue (2) Left Right License Plate Area 41 I2J Whelen ION T-Series DUO Red/Blue (2) D Pillar Left/Right Windows 42 WK0040DUR11 Setina, Window Barrier Aluminum 3 Piece Cargo Area Durango 43 CSM Cradlepoint Modem 44 C399 Whelen Cencom Core WCX Remote Siren & Control Center 45 CCTL7 Whelen Core WXC 21 Push-Buttons & 4 Position Slide Control Head 46 C399K3 Whelen ODBII Cable Canport Kit Dodge 47 CEM16 Whelen Core WCX 16 Output Expansion Module 48 CV2V Whelen, Vehicle-To-Vehicle Sync Module 49 INSTALLATION INSTALLATION CHARGES (LABOR) 50 INSTALL MATERIALS MISC INSTALL MATERIALS 51 SHIPPING CHARGES SHIPPING CHARGES FOR UPFITTING ITEMS 52 TAX TOTAL TAX 53 TOTAL TOTAL ϴϮϰ͘Ϯϱ ϴϮϰ͘Ϯϱ ϴϮϰ͘Ϯϱ ϴϮϰ͘Ϯϱ ϱϭϲ͘ϳϱ ϱϭϲ͘ϳϱ Ϯϲϵ͘Ϯϱ Ϯϲϵ͘Ϯϱ Ϯϱϰ͘Ϯϱ Ϯϱϰ͘Ϯϱ ϳϬ͘ϮϬ ϳϬ͘ϮϬ ϭϰϬϵ͘Ϯϱ ϭϰϬϵ͘Ϯϱ ϮϵϮ͘ϰϵ ϮϵϮ͘ϰϵ ϭϬϰ͘ϵϵ ϮϬϵ͘ϵϴ ϭϬϰ͘ϵϵ ϮϬϵ͘ϵϴ ϭϭϳ͘ϬϬ Ϯϯϰ͘ϬϬ ϯϲϲ͘ϳϱ ϯϲϲ͘ϳϱ ĐƵƐƚŽŵĞƌ ĐƵƐƚŽŵĞƌ ϭϭϬϵ͘ϬϬ ϭϭϬϵ͘ϬϬ ŝŶĐů͘ǁͬƉƵƌĐŚĂƐĞ ŝŶĐů͘ǁͬƉƵƌĐŚĂƐĞ Η Η ϭϳϱ͘ϮϬ ϭϳϱ͘ϮϬ ϮϮϮ͘ϲϬ ϮϮϮ͘ϲϬ ϵϭϬϬ͘ϬϬ ϭϵϱ͘ϬϬ ϯϮϱ͘ϬϬ Ϯϯϳϳ͘ϵϱ Ϯϴ͕ϳϲϭ͘ϳϱ KƉƚŝŽŶĂůͬƐͲEĞĞĚĞĚ^ĞƌǀŝĐĞƐ;EŽƚ/ŶĐůƵĚĞĚŝŶdŽƚĂůďŽǀĞͿ͗ ͻ dƌĂǀĞůdŝŵĞ͗ΨϮϬϬͬŚŽƵƌ;ĂƐĞĚŽŶ'ŽŽŐůĞDĂƉƐĚƌŝǀĞƚŝŵĞͿ ͻ &ŝĞůĚ>ĂďŽƌZĂƚĞ͗ΨϮϬϬͬŚŽƵƌ പപDĂǇďĞĐŽǀĞƌĞĚŝĨǀĞŚŝĐůĞŝƐƵŶĚĞƌEĞǁƵŝůĚtĂƌƌĂŶƚǇ KƉƚŝŽŶĂůƐĞƌǀŝĐĞĐŽƐƚƐĂƉƉůǇŽŶůǇŝĨƌĞƋƵĞƐƚĞĚďǇƚŚĞŽƵŶƚǇ͘ Page 75 of 140 City of Gilroy / Request for Proposal / Fleet Services Page 16 of 21 UNMARKED POLICE VEHICLE PRODUCT # DESCRIPTION UNIT PRICE TOTAL PRICE Front End Equipment 1 XI2E Whelen ION DUO Series Linear-LED Blue/White Smoked Lens 2 XI2D Whelen ION DUO Series Linear-LED Red/White Smoked Lens Behind Front Grill Upper L/R 3 WH1 Small Wire Harness 4 SA315P Whelen Siren Speaker 5 SAK9 Whelen Speaker Bracket Universal Swivel Undercover Antennas 6 SHA211-SF2SUM Sinclair Disguised Antenna 150-174 Mhz Uhf Male connector 7 ALPHA 5 Sti-Co Stinger Concealed Internal Antenna, 700-800 Mhz Drivers Compartment Equipment 8 XONR Whelen ION Series Super-LED Red w/Smoked lens 9 TIONBKT1 Whelen ION Series Super-LED Blue w/Smoked lens Front Window L/R 10 ALPHASL Whelen Remote 200W Siren for Use w/Remote Switches 11 14-234 K4 Switch, Round Button Single Pole Rocker Switch (2) 12 NPN Momentary Switch for Air-Horn 13 CSM –Police Radio - Motorola APX7500 USED (Provided) (Control Head and Mic in Center Console) (Speaker under Seat) Back end Equipment 14 XI2J Whelen, ION DUO Series Linear-LED Red/Blue smoked Lense (2) (Rear Window L/R Bottom Mount) 15 VTX609R Whelen, Vertex Super-LED Omni Directional Light head Red 16 VTX609B Whelen, Vertex Super-LED Omni Directional Light Head Blue 17 60CREGCS Whelen, 12 Diode Interior Light, 6”Round Surface Mount Split Red/Wht 18 INSTALLATION INSTALLATION CHARGES (LABOR) 19 INSTALL MATERIALS MISC INSTALL MATERIALS 20 SHIPPING CHARGES SHIPPING CHARGES FOR UPFITTING ITEMS 21 TAX TOTAL TAX 22 TOTAL TOTAL ϭϯϭ͘ϰϬ ϭϯϭ͘ϰϬ ϭϯϭ͘ϰϬ ϭϯϭ͘ϰϬ ϭϳϱ͘ϬϬ ϭϳϱ͘ϬϬ ϭϵϵ͘ϵϵ ϭϵϵ͘ϵϵ ϯϭ͘ϴϬ ϯϭ͘ϴϬ ϱϬϳ͘ϮϬ ϱϬϳ͘ϮϬ ϭϮϮ͘ϲϴ ϭϮϮ͘ϲϴ ϭϬϵ͘ϵϱ ϭϬϵ͘ϵϱ ϭϵϭ͘ϰϬ ϭϵϭ͘ϰϬ ϳ͘ϮϮ ϭϰ͘ϰϰ ϭϬ͘ϬϬ ϭϬ͘ϬϬ KƉƚŝŽŶĂůͬƐͲEĞĞĚĞĚ^ĞƌǀŝĐĞƐ;EŽƚ/ŶĐůƵĚĞĚŝŶdŽƚĂůďŽǀĞͿ͗ ͻ dƌĂǀĞůdŝŵĞ͗ΨϮϬϬͬŚŽƵƌ;ĂƐĞĚŽŶ'ŽŽŐůĞDĂƉƐĚƌŝǀĞƚŝŵĞͿ ͻ &ŝĞůĚ>ĂďŽƌZĂƚĞ͗ΨϮϬϬͬŚŽƵƌ പപDĂǇďĞĐŽǀĞƌĞĚŝĨǀĞŚŝĐůĞŝƐƵŶĚĞƌEĞǁƵŝůĚtĂƌƌĂŶƚǇ KƉƚŝŽŶĂůƐĞƌǀŝĐĞĐŽƐƚƐĂƉƉůǇŽŶůǇŝĨƌĞƋƵĞƐƚĞĚďǇƚŚĞŽƵŶƚǇ͘ Page 76 of 140 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 10th day of February, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: NorCal Emergency Vehicle Installations, having a principal place of business at 200 E San Martin Rd, San Martin, CA 95046. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on March 1, 2026 and will continue in effect through June 30, 2027 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 CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR’S services. Page 77 of 140 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $370,000. B. Invoices CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be Page 78 of 140 -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, 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. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR 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. Page 79 of 140 -4- 4835-2267-0361v1 LAC\04706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’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 CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. Page 80 of 140 -5- 4835-2267-0361v1 LAC\04706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B.Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1.CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2.CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR 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 CONTRACTOR for the performance of that task pursuant to this Agreement. C.Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR’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 CONTRACTOR to CITY. D.Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR 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 CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. Page 81 of 140 -6- 4835-2267-0361v1 LAC\04706083 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 CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, 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 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 CONTRACTOR 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, CONTRACTOR 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. Page 82 of 140 -7- 4835-2267-0361v1 LAC\04706083 F. Conflict of Interest CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR 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 CONTRACTOR 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. 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. Page 83 of 140 -8- 4835-2267-0361v1 LAC\04706083 L. Waiver CONTRACTOR 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. CONTRACTOR: CITY: NorCal Emergency Vehicle Installations CITY OF GILROY By: By: Name: Name: Title: Title: Social Security or Taxpayer Identification Number Approved as to Form ATTEST: City Attorney City Clerk Page 84 of 140 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR 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, CONTRACTOR agrees to assign Kyle Umidon, 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, CONTRACTOR 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 CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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, Walter Dunckel shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR 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 CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement. Page 85 of 140 -2- 4835-2267-0361v1 LAC\04706083 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Page 86 of 140 -3- 4835-2267-0361v1 LAC\04706083 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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR 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 CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR 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. Page 87 of 140 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Walter Dunckel City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: 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 CONTRACTOR 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 CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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. Page 88 of 140 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES This agreement consists of providing on-call vehicle upfitting services for the City of Gilroy for our emergency vehicles (per 26-RFP-ADS-525). The City needs the following vehicles upfitted: FY 26 Five Dodge Durango Pursuit vehicles One Undercover vehicle One Transport van Two Ford F150 Responders FY 27 Two Dodge Durango Pursuit or similar vehicles One Undercover vehicle Two Admin vehicles Patrol Vehicle Equipment List to be purchased and installed - or equivalent agreed upon substitutions: BK2019DUR21 Sentina PB450L Lighted Push Bumper ION TRIO R/B/W Durango FK0400DUR21 Sentina PB5 PB300/400 Fender Wrap Durango OEM Wig Wag CH27.1.20 911 Circuit, Harness w/Timer SA315P Whelen Siren Speakers 100W (2) SAK1 Whelen speaker bracket universal (2) Page 89 of 140 -2- 4835-2267-0361v1 LAC\04706083 EB8DEDE-52466 LEGACY DUO WECANX 48” STPKT85 STRAP KIT DURANGO NUS-2X Nutech, lightbar grommet CSM (Customer Supplied Material) – Radio Antenna(s) CSM – Modem Antenna CSM – ICV antenna(s) MBDD19 Whelen ION Mirror-Beam Housings – Pair Durango MBI2E Whelen Mirror Beam ION Due – Blue/White MBI2D Whelen Mirror Beam ION Duo – Red/White TCRWX5 Whelen WeCanX Tracer 5-Lamp Housing TCRB44 Whelen Tracer Mounting Kit Durango INV-CON-DN-DUR Innovative, Console, Dual Notched – Durango 12” slope Flat, Dual Cuphldr Armrest Includes: Innovative Mounting Plate Innovative Standard Faceplate Innovative Cup Holder Innovative Arm rest INV-CON-FP-0507-R Innovative, Console, Accessory Faceplate 3” Motorola 0507, Remote head INV-CON-FP-CENCOM Innovative, Console, Accessory, Faceplate, 4”, Whelen, Cencom INV-CON-FP-3 Innovative, Console, Accessory, Faceplate, 3”, Blank INV-CON-FP-2 Innovative, Console, Accessory, Faceplate, 2”, Blank CSM – Motorola Radio Page 90 of 140 -3- 4835-2267-0361v1 LAC\04706083 CSM – In Car Video CSM – Computer Dock/KB/Power 500-0001 Westin/Hint Tablet and Keyboard Mount – Double Post (TM5502UDB-UNIB-E) MMSU-1 Mag Mic Magnetic Mic Kit GK11191B1S Setina Dual T-Rail Gun Mount 1 Blac-Rac Lock/1 Shotgun Lock #2 Key 60CREGCS Whelen, 12 Diode Interior Light, 6” Round Surface Mount Split Red/White Setina, #10Vs C RP Partition PK0419DUR11 Includes: PT2185DUR11 Setina, VS RP Partition Transfer Kit Durango BR10LRSSCACPR Setina, #10 LR-SSCA BAR C Coated Poly RP QK0634DUR11 Setina, Repl TPO Seat w/C Belts 11-* Durango PK0316DUR112ND Setina Partition WK0595DUR11 Setina Poly Window Barrier Durango DK0100DUR11 Setina Door Panel TPO fits 2011-26 Durango PSC0ADCR Whelen 6 LED Strip Light TK0241DUR11 Setina Cargo Box DSC-Drawer/Sld/Combo BSN-Base/SldNo Lk TPA9289 Setina Cargo Box Radio Tray TLI2J Whelen ION T-Series DUO Red/Blue (2) Liftgate left/Right when open TLI2J Whelen ION T-Series DUO Red/Blue (2) Left Right License Plate Area I2J Whelen ION T-Series DUO Red/Blue (2) D Pillar Left/Right Windows WK0040DUR11 Setina, Window Barrier Aluminum 3 Piece Cargo Area Durango CSM Cradlepoint Modem C399 Whelen Cencom Core WCX Remote Siren & Control Center CCTL7 Whelen Core WXC 21 Push-Buttons & 4 Position Slide Control Head C399K3 Whelen ODBII Cable Canport Kit Dodge Page 91 of 140 -4- 4835-2267-0361v1 LAC\04706083 CEM16 Whelen Core WCX 16 Output Expansion Module CV2V Whelen, Vehicle-To-Vehicle Sync Module Undercover Vehicle Equipment List to be purchased and install - or equivalent agreed upon substitutions: XI2E Whelen ION DUO Series Linear-LED Blue/White Smoked Lens XI2D Whelen ION DUO Series Linear-LED Red/White Smoked Lens WH1 Small Wire Harness SA315P Whelen Siren Speaker SAK9 Whelen Speaker Bracket Universal Swivel SHA211-SF2SUM Sinclair Disguised Antenna 150-174 Mhz Uhf Male connector ALPHA 5 Sti-Co Stinger Concealed Internal Antenna, 700-800 Mhz XONR Whelen ION Series Super-LED Red w/Smoked lens TIONBKT1 Whelen ION Series Super-LED Blue w/Smoked lens ALPHASL Whelen Remote 200W Siren for Use w/Remote Switches 14-234 K4 Switch, Round Button Single Pole Rocker Switch (2) NPN Momentary Switch for Air-Horn CSM – Police Radio - Motorola APX7500 USED (Provided) (Control Head and Mic in Center Console) (Speaker under Seat) XI2J Whelen, ION DUO Series Linear-LED Red/Blue smoked Lense (2) VTX609R Whelen, Vertex Super-LED Omni Directional Light head Red VTX609B Whelen, Vertex Super-LED Omni Directional Light Head Blue 60CREGCS Whelen, 12 Diode Interior Light, 6” Round Surface Mount Split Red/Wht Page 92 of 140 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE All services within this agreement will be conducted on an on-call basis whenever requested by the City. Page 93 of 140 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The Contractor shall be compensated for all labor, materials and equipment, services and other reimbursible expenses in accordance with the cost schedule attached in exhibit D Maximum Contract Amount: The total compensation payable under this Agreement for the term of the agreement shall not exceed Three Hundred Seventy Thousand Dollars ($370,000). Annual Allocation: The annual allocation of the total contract amount shall be as follows: Fiscal Year 2026: Two Hundred Sixty Thousand Dollars ($260,000) Fiscal Year 2027: Ninety Thousand Dollars ($90,000) Below is a breakdown of the pricing per patrol vehicle and undercover vehicle: Page 94 of 140 Page 95 of 140 Page 96 of 140 Page 97 of 140 Page 98 of 140 Page 99 of 140 Page 100 of 140 6.2. City of Gilroy STAFF REPORT Agenda Item Title: Drone as First Responder (DFR) Pilot Program and BRINC/Motorola “Takeoff Program” Meeting Date: February 23, 2026 From: Matt Morley, City Administrator Department: Police Submitted by: Prepared by: Scot Smithee, Interim Police Chief STRATEGIC PLAN GOALS: Not Applicable RECOMMENDATION 1. Approve the establishment of a Drone as First Responder (DFR) Pilot Program for the Gilroy Police Department; and 2. Authorize the City Administrator to execute the BRINC/Motorola Solutions Takeoff Program agreement (Sourcewell Contract #030425-MOT and associated addendum/SOW documents) for a six-year program term, with Year 1 at no cost and Years 2–6 subscription costs subject to annual budget appropriation. EXECUTIVE SUMMARY This staff report proposes implementing a Drone as First Responder (DFR) pilot program utilizing the BRINC Responder w/Station DFR solution through Motorola Solutions (Takeoff Program). DFR enables remotely operated drones to be rapidly dispatched to priority calls for service, providing real-time situational awareness, improving officer and community safety, and supporting de-escalation and informed decision-making prior to officer arrival. The proposed Takeoff Program is unique in the public safety drone marketplace in that it provides a no-cost first year, allowing the City to evaluate feasibility, operational value, and community impact prior to any long-term financial commitment; an option not Page 101 of 140 6.2. offered by other leading DFR vendors reviewed by staff. This structure provides the City with a deliberate, data-driven opportunity to assess whether a DFR program aligns with operational needs, community expectations, and fiscal priorities before any long-term obligation is incurred. BACKGROUND Law enforcement agencies are increasingly adopting DFR programs to improve response effectiveness and safety, particularly for calls where early aerial visibility can reduce uncertainty and help calibrate the appropriate response. A DFR program can support calls such as missing persons, in-progress disturbances, traffic-related incidents, perimeter support, and other events where rapid assessment improves outcomes and reduces risk. The proposed BRINC/Motorola solution is designed specifically for public safety DFR operations and includes: • Dock/Station-based deployment for rapid launch and automated return/landing • Live video and situational awareness tools (including thermal capability) • Training, implementation support, and ongoing technical support • Infrastructure planning to support reliable operations Prior to bringing this proposal forward, Police Department staff reviewed multiple public safety drone and DFR platforms currently used by law enforcement agencies, including vendors such as Paladin, Axon/Skydio, and Flock Safety/Aerodome. While these platforms offer varying capabilities, none provides a comparable no-cost first-year pilot structure that allows for a full operational evaluation prior to a financial commitment. Staff determined that the BRINC/Motorola Takeoff Program presents the lowest-risk entry point for piloting a DFR program. Like many agencies, the Gilroy Police Department continues to balance increasing service demands with limited staffing resources, making the responsible evaluation of emerging technology an important component of long-term operational planning. The Gilroy Police Department currently operates a Council-approved Unmanned Aerial System (UAS) program that was established in 2019 following extensive public outreach and multiple presentations to City Council. The existing program operates under a reactive deployment model, in which drones are deployed in response to specific incidents after officers are already dispatched or on scene. Over the past six years, this program has been used responsibly to support critical incidents, search and rescue operations, traffic collision investigations, disaster response, and other public safety missions, under established policies, training standards, and oversight mechanisms. The proposed Drone as First Responder (DFR) program represents a proactive Page 102 of 140 6.2. evolution of the Department’s existing UAS capability. Rather than replacing or re- vetting the current drone program, DFR expands upon the foundation previously approved by Council by enabling earlier deployment of aerial resources at the time a call for service is received, allowing for enhanced situational awareness prior to officer arrival. This proposal reflects a natural progression of the Department’s responsible use of drone technology, while maintaining existing policy safeguards, transparency commitments, and accountability practices. ANALYSIS Comparable DFR programs are currently in operation or pilot phases at several California law enforcement agencies, including the Fremont Police Department, Newport Beach Police Department, and Corona Police Department, among others. These agencies represent a mix of jurisdictions and operating environments, providing relevant benchmarks for evaluating how a DFR program could function in Gilroy. These agencies have reported improvements in situational awareness, response efficiency, and officer safety. The proposed pilot program allows the City of Gilroy to evaluate similar benefits in a controlled, transparent manner tailored to local needs. 1. Program Concept: Drone as First Responder (DFR) Building upon the Department’s existing reactive UAS deployment model, the DFR concept shifts drone deployment earlier in the response timeline to support informed decision-making before officers arrive on scene. Under the proposed model, a drone is launched from a fixed station and operated by trained, authorized personnel to quickly provide an aerial view of an unfolding incident. The drone can: • Arrive ahead of patrol units in many cases • Provide live-stream video for incident commanders and responding officers • Improve situational awareness and help determine the appropriate resources needed • Support de-escalation by slowing the pace of operations with better information 2. Program Scope and Implementation The BRINC/Motorola Takeoff Program includes implementation services and support typically needed to launch a DFR program, including: • Solution design/configuration (geofencing, network configuration, operational Page 103 of 140 6.2. setup) • Deployment of equipment and software activation • Training for administrators and pilots/operators • Support services (including 24/7 support) • Documentation and program handoff The Gilroy Police Department will implement the DFR program in phases, beginning with Year 1 (no-cost) to finalize policy, training, site readiness, and initial deployment. Continuation beyond the initial year is not automatic and will be subject to formal evaluation and Council direction. 3. Governance, Policy, Privacy, and Accountability GPD will implement the DFR program with safeguards intended to support transparency and community trust, including: • Clear operational policies and authorized-use parameters • Data retention and evidence management processes consistent with applicable law • Auditing, oversight, and documentation of deployments • Community education and transparency efforts prior to and during rollout The first year will also be used to evaluate program effectiveness, operational feasibility, community impact, regulatory compliance, and long-term sustainability, and to determine whether continuation beyond the initial year is in the City’s best interest. ALTERNATIVES 1. Do not proceed with a DFR program at this time. (Maintains current response model; does not capture potential safety/efficiency benefits.) 2. Delay implementation pending additional research or a different procurement approach. (May slow the ability to pilot a no-cost first-year deployment.) 3. Proceed with a limited UAS expansion (non-DFR) rather than a docked DFR model. (Provides benefit, but does not achieve the rapid-response DFR capability.) FISCAL IMPACT/FUNDING SOURCE Page 104 of 140 6.2. Proposed Contract Term: 6 years (Takeoff Program structure) • Year 1: $0.00 (no-cost period; includes right to terminate within the first year consistent with the program terms) • Years 2–6: $179,998.20 annually (subscription) • Total for Years 2–6: $899,991.00 Funding Source: If approved to proceed beyond Year 1, ongoing subscription costs for Years 2–6 will be brought forward through the City’s annual budget process and are subject to appropriation. The conclusion of the Year 1 no-cost period will align with the City’s biennial budget cycle, allowing staff to evaluate program performance and return to Council with a recommendation on whether to continue the program as part of a future biennial budget adoption, subject to Council approval and appropriation. PUBLIC OUTREACH If Council approves moving forward, GPD will conduct proactive outreach and transparency measures, which may include: • Public-facing overview of program purpose, authorized uses, and privacy safeguards • Community partner briefings (as appropriate) • Webpage/FAQ and informational materials • Periodic program reporting (e.g., deployments, outcomes, and policy compliance) NEXT STEPS If approved, the Police Department will: 1. Finalize operational policies/procedures, training plans, and oversight structure 2. Confirm site readiness, IT/network requirements, and implementation schedule 3. Complete training and initial deployment during the no-cost first year 4. Provide progress updates and return to Council as needed for any future budget actions associated with Years 2–6 Attachments: Page 105 of 140 6.2. 1. Brinc Gilroy PD Take Off Program Page 106 of 140 QUOTE-3289625 The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote (“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved. GILROY POLICE DEPT, CITY OF Page 107 of 140 09/08/2025 GILROY POLICE DEPT, CITY OF 7301 HANNA ST GILROY, CA 95020 Dear Captain Luke Powell, QUOTE-3289625 Motorola Solutions is pleased to present GILROY POLICE DEPT, CITY OF with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. We're excited to present the BRINC MSI Takeoff Program, built in partnership between BRINC and Motorola Solutions to give every public safety agency access to a reliable, cost-effective, and purpose-built air program. Too often, agencies are forced to choose between expensive aviation solutions or tools not designed for the realities of public safety work. The Takeoff Program changes that. Together with BRINC, we're making it simple for agencies to stand up Drone as First Responder (DFR) programs that: • Fit within real budgets with the first year at no cost • Rely on technology built for first responders, not adapted from consumer or inspection hardware • Integrate directly into existing Motorola systems like Command Central Software, radios and ALPR • Include full training and support so teams are mission-ready from day one We believe every community deserves the benefits of a DFR program ---safer officers, lower response times, and better outcomes for the public. The Takeoff Program helps make that possible for every agency ready to deploy an air program. We are confident that Motorola Solutions' ongoing commitment to safety, innovation, and mission-critical performance, combined with BRINC's cutting-edge drone technology, will deliver significant value to your operations. This offer is subject to the attached Products Agreement and TAKEOFF Program Addendum, and expires 60 days from the date of this letter. Please let us know when we can schedule time to review this proposal in more detail. Thank you for your leadership and commitment to serving your community. We're honored to support you. Sincerely, Jim Nelson Vice President, SaaS Motorola Solutions Inc. Page 108 of 140 QUOTE-3289625 Billing Address: STEVE YNZUNZA 7301 HANNA ST GILROY, CA 95020 US Summary: Shipping Address: GILROY POLICE DEPT, CITY OF 7301 HANNA ST GILROY 95020 0001 GILROY, CA 95020 US Quote Date:09/08/2025 Expiration Date:11/07/2025 Quote Created By: David Redus David.Redus@ motorolasolutions.com End Customer: GILROY POLICE DEPT, CITY OF Captain Luke Powell luke.powell@cityofgilroy.org Payment Terms:30 NET Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms. Year Item Number Description QTY TERM Sale Price Ext. Sale Price Year 1 Subscription BRINC Responder w/Station DFR (Single Site) 2 6 Years $0.00 $0.00 Sub Total: $0.00 Year Description Annual Price Year 2 Subscription 2 Responder w/Station DFR (Single Site) $179,998.20 Year 3 Subscription 2 Responder w/Station DFR (Single Site) $179,998.20 Year 4 Subscription 2 Responder w/Station DFR (Single Site) $179,998.20 Year 5 Subscription 2 Responder w/Station DFR (Single Site) $179,998.20 Year 6 Subscription 2 Responder w/Station DFR (Single Site) $179,998.20 10% Discounted Provided yearly for years 2 - 6 Grand Total $899,991.00 Notes: • Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). • Any tax the customer is subject to will be added to invoices. Takeoff Program term structure: • Year 1: No cost period includes right to exercise termination for convenience at any point within the first year. • Year 2 - 6: Paid period starts at beginning of the first Renewal Subscription Year. • Motorola will invoice Customer annually in advance of each year of the Subscription Term following the no cost period. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 109 of 140 PRODUCTS AGREEMENT This Products Agreement (this “Agreement”) is entered into between Motorola Solutions Inc., (“Seller” or “Motorola”) and the entity set forth in section I(b) (“Customer”) as of the date last signed below (“Effective Date”). Seller and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. I. Seller and Customer Information (a) Seller Motorola Solutions Inc. (b) Customer Name: Gilroy Police Department Address: 7301 HANNA ST GILROY, CA 95020 Contact: Captain Luke Powell II. Transaction Details (a) Proposal Proposal No. 3289625 Date:09/12/2025 Motorola will provide Customer with the products and services set forth in the proposal dated above (the “Proposal”), a copy of which is attached hereto and incorporated herein. (b) Pricing Pricing for products and services being purchased by Customer is set forth in the Proposal. (c) Term and Conditions The Parties acknowledge and agree that the terms of the Motorola Customer Agreement (“MCA”), including all applicable addenda, located at https://www.motorolasolutions.com/content/dam/msi/docs/msi-standards_terms-conditions/US- Motorola-Solutions-Customer-Agreement.pdf are incorporated herein and shall apply to the products and services provided to Customer as set forth in the Proposal. III. Entire Agreement This Agreement, including the Proposal and any terms and conditions referenced herein, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an origina l signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document, and the terms of this Agreement will take precedence. CUSTOMER: By: Print Name: Title: Date: MOTOROLA SOLUTIONS INC. By: Print Name: Title: Date: Motorola Solutions, Inc. v8.12.2025 1 Page 110 of 140 Drone as First Responder How It Works Utilizing strategically positioned drones operated by remote pilots, the BRINC DFR solution provides advanced air support capabilities. These drones are designed to arrive on scene ahead of traditional patrol units, delivering real-time situational awareness and enhancing response effectiveness. 01 02 Call for service received. Drone automatically responds. 03 04 Drone provides live video feed with the capability for two-way communication. Drone autonomously returns to Station and lands. Page 111 of 140 Measures of Success 70 seconds Average on-scene visibility 54% quicker Agencies adopting Drone as First Responder(DFR) programs have seen significant improvements in response times, situational awareness, and resource efficiency. By deploying drones within seconds of an emergency call, agencies can assess incidents faster, reduce risks to first responders, and make data-driven decisions that enhance public safety. 25% of calls Resolved without dispatching officers public safety agencies Human response times as drones clear non-priority calls Fly BRINC drones With the BRINC Drone as First Responder solution public safety agencies will see an immediate impact Increase Officer Safety Reduce Use of Force Deliver Lifesaving Payloads Get eyes and ears in dangerous situations without risking lives and before officers arrive Create distance and slow down the speed of operations with technology Make Narcan, AEDs, EpiPens and other equipment available anywhere in seconds >700 Page 112 of 140 Fully equipped drone launch Purpose-built 911 response drones tailored for DFR operations Mountable parachutes Mesh-radio controllers for local Community portal Teleoperations & fleet management platform INFRASTRUCTURE Meshing antenna masts to extend range coverage 4G LTE antennas for data syncing and upload once the drone lands Optional radars and ADS-B recievers for detecting manned aircraft DFR Solution Overview BRINC builds drone solutions for public safety agencies that empower first responders with technology to safeguard their communities. INTEGRATED SOFTWARE SOLUTION Page 113 of 140 IPX4 Water Resistant Hardware 40x Total Zoom Provides detailed imagery even from a considerable distance, enhancing mission capabilities. Mobile Communication Hub Integrated loudspeaker (with siren function) and microphone allow communication for negotiations and emergency announcements. The world’s first purpose-built 911 response drone, Responder is a powerful aerial tool made right here in the USA for public safety agencies. 640 px Thermal Camera Makes it easy to identify people or see fire through smoke and provides situational awareness even in low or no light conditions. Emergency Payload Dropper Deploy AEDs, Narcan, EpiPens, PFDs and other lifesaving payloads. Page 114 of 140 Solar Compatible Resistant Charge 10 to 90% in 25 Minutes Corrosion Hardware Temperature Controlled Optimizes battery charging and protects electronics. Simple The Responder Station launches, protects and recharges Responder drones. Weather Resistant Ensures reliable performance in challenging climates. Infrastructure 25 Minutes Resistant to erosion. Increases reliability. How long it takes to charge from 10% to 90%. Page 115 of 140 Hardware DFR Infrastructure BRINC provides additional infrastructure to make your DFR operations more reliable through redundancy and advanced BVLOS operations. We cover the installation and maintenance for all DFR infrastructure elements. DFR Antenna Masts Extend range coverage of our mesh networking system. ADS-B Receivers Detect manned aircraft. Optional Radars Another way to detect manned aircraft. Page 116 of 140 On-demand Prop swap due to age or performance Unlimited payload mounts Battery swap due to age or performance Data Swaps Services Set-up made easy DFR Safeguard Program UNLIMITED REPAIR & REPLACE You own the hardware. When upgraded, the Unlimited Repair and Replace warranty transfers to the latest hardware. Day 1 Site setup Responder delivery Station installation Infrastructure setup BVLOS Waiver submission Training Year 3 Upgrade Responder upgrade Training Year 5 Upgrade Responder upgrade Training Regular Upgrades Software upgrades Maintenance of Station and infrastructure Recurring training MISSION-CRITICAL. MISSION-RELIABLE. MISSION-READY. Drone destroyed during a mission? With Unlimited Repair & Replace, first you get a loaner, then you get a new unit. Safeguard ensures operational success 02 03 Page 117 of 140 STATEMENT OF WORK Motorola is providing the BRINC solution, as set out below. BRINC Drone as First Responder (DFR) Implementation Term: This SOW is effective as of the Effective Date and will continue unless terminated earlier pursuant to the Agreement. This Statement of Work (“SOW”) is governed by the Agreement (the “Agreement”) entered into between Motorola and Customer. All definitions not defined herein shall have the meaning set forth in the Agreement (including its addenda or riders). In the event of a direct conflict between this SOW and the Agreement, this SOW will control solely with respect to the services and deliverables described herein. Terms used but not defined in this SOW have the meanings set forth in the Agreement. 1. PURPOSE & SCOPE This SOW defines the roles, responsibilities, deliverables, acceptance criteria, and project governance for the implementation of a Drone as First Responder (DFR) program powered by BRINC LiveOps software and BRINC UAS hardware. The objective is to deploy an operational DFR capability, including fixed launch sites, teleoperations (where applicable), training, and support. 2. DEFINITIONS DFR: Drone as First Responder operational model, designed to enable rapid Unmanned Aircraft System (UAS) response to calls for service. Go‑Live: The date on which the Customer begins live operational use of the BRINC DFR solution. CIQ: Customer Input Questionnaire used to capture configuration, networking, and deployment specifics. 3. DESCRIPTION OF SERVICES 3.1 Implementation Services: BRINC will perform the implementation tasks described herein to prepare the Customer’s environment for full DFR functionality, including the following: (a) DFR Solution Design & Configuration (subdomain creation, network configuration, geofencing, RF/EMF analysis). Page 118 of 140 (b) Hardware & Software Deployment (BRINC UAS, docking station if applicable, LiveOps SaaS activation). (c) Training for System Administrators, Pilots in Command (PIC), and Teleoperators. (d) Support (24x7x365). (e) Project Documentation & Handover (CIQ, IP plans). 3.2 Warranty and Replacement Policy: BRINC offers the Warranty and Replacement Policy for Equipment sold to Customer pursuant to the Agreement that is manufactured or supplied by BRINC (the “BRINC Equipment”), as set forth on Schedule A. 4. SYSTEM REQUIREMENTS The Hosted Services are cloud‑based and provided over the internet. Customer must provide all equipment and software necessary to connect to the Services, including: (a) Dedicated bandwidth minimum of 30 Mbps upload and 30 Mbps download at each teleoperator and launch site location, with IT firewall profile configuration allowing required ports/IP ranges for BRINC internet traffic. (b) DFR launch and related infrastructure sites provided and equipped as specified in Schedule C. (c) Part 107 certified pilots (or equivalent regulatory authorization). (d) Hardware required to support BRINC operations (ability to launch browser). 5. ROLES & RESPONSIBILITIES 5.1 BRINC Obligations. Motorola will engage BRINC to provide: (a) Project Management (i) Lead project planning, execution, reporting, and closure. (ii) Coordinate technical clarification, CIQ completion, configuration, staging, deployment, and acceptance activities. (b) Configuration Documentation (i) Provide BRINC configuration documents and coordinate with Customer IT on necessary settings. Page 119 of 140 (c) Support (i) Provide 24x7x365 support channels (Intercom, phone, email) through BRINC, as set forth on Schedule B. (d) Limitations / Disclaimers (i) BRINC procures cloud hosting from third‑party vendors and is not responsible for interruptions or breaches caused by such providers, subject to applicable law and the Agreement. (e) Solution Design & Environment Prep (i) Create a unique subdomain/URL for Customer access. (ii) Collaborate with Customer IT on firewall, port, and IP configuration for LiveOps. (iii) Conduct RF/EMF analysis and launch area testing to validate flight operations, geofenced areas, and interference mitigation. (f) Software Activation & Configuration (i) Enable BRINC Drone Software on the Customer’s network, create Customer accounts, and provide admin access using Authorized User information. (ii) Provision BRINC LiveOps SaaS, including admin portal access, telemetry, error/warning notifications, and PIC/teleoperator data capture. (g) Hardware (i) Recommend proper hardware requirements and deployment architecture for the DFR program. (h) Training (i) Deliver on‑site and/or remote training for administrators, PICs, and teleoperators, covering BRINC hardware, LiveOps, geofencing, emergency override, and DFR best practices. (i) Documentation (i) Deliver CIQ, IP plans, configuration documents, and final project close‑out documentation. Page 120 of 140 (j) Out of Scope (unless separately contracted): (i) Management of on‑site resources used during installation. This includes resources to add or build required infrastructure (pre-install) to accommodate base STATION placement or RF Infrastructure at strategic regional locations. This could include non-customer sites requiring an MOU driven by customer. (ii) Implementation/management of Customer’s networking equipment, routing/switching, or third‑party systems not listed herein. (iii) Configuration changes requested after CIQ sign‑off (unless via approved change order). (iv) Ongoing operations beyond specified support, including remote operations, unless contracted as Managed Services. 5.2 Customer Obligations. Customer will provide the following: (a) Program Governance (i) Appoint a Project Manager to manage user access, retention periods, and public data visibility; act as primary point of contact. (b) Regulatory Compliance (i) Obtain and maintain FAA waivers, CoAs, and other regulatory approvals required for DFR operations (Motorola Managed Services may assist as agreed). (ii) Ensure Part 107 certified pilots and appropriate SOP/SRM/PPE are in place. (c) Technical Readiness (i) Provide required infrastructure, bandwidth (≥30 Mbps up/down at teleoperator and launch sites), LTE fallback, firewall configurations, electrical, and other prerequisites. (d) Deployment Requirements & Site Prep (i) Meet site preparation, power, environmental, mounting/security, airspace, maintenance access, and backup landing zone requirements as outlined in Schedule C. (e) Accounts & Security Page 121 of 140 (i) Provide Authorized User emails; maintain account/password security; promptly notify Motorola/BRINC of security issues. (f) Operations & Data (i) Properly configure and use the services; secure, protect, and back up content; implement encryption and routine archiving as needed. 6. ASSUMPTIONS The Services are provided under the following assumptions: (a) Customer will meet all system requirements and maintain them during the term. (b) Material scope changes post‑CIQ require a change order (fees/timeframe adjustments may apply). (c) DFR docking station and infrastructure (if included) will be installed only after Customer meets the prerequisites defined in Schedule C. 7. EXCLUSIONS. Unless expressly stated, the following are excluded from the Services: (a) Customer network hardware configuration and maintenance. (b) Third‑party platform licensing not listed herein. (c) Long‑term managed operations. (d) Post‑CIQ configuration changes without a change order. 8. TRAINING BRINC will provide the following training: (a) Flight Hardware Training: Manual RC flight basics, emergency override maneuvers, hardware limitations. (b) BRINC Software Training: Admin overview, safety features, geofence editor usage, teleoperation basics. (c) Operational Validation: Test flights within geofenced areas; validate launch/landing reliability. Page 122 of 140 9. ACCEPTANCE CRITERIA The solution will be deemed accepted (“Final Acceptance”) upon: (a) Successful completion of agreed work packages and test flights demonstrating DFR functionality, as set forth on Schedule D. (b) Delivery of all documentation (CIQ, IP plans, admin portal credentials, configuration docs). (c) Go‑Live commencement. (d) Resolution (or documented plan) for any material issues blocking operational use. 10. SUPPORT & SLAS BRINC provide the following support Services: (a) Go‑Live Support: 8 weeks post‑implementation. (b) Ongoing Support: 24x7x365 via Intercom, phone, and email; on‑site support if issues cannot be resolved virtually. (c) Data Handling: Data will not be intentionally deleted prior to termination; however, certain media (e.g., video/images >30 days) may be deleted per platform policy (adjust to your policy). (d) Support Program set forth on Schedule B Page 123 of 140 SCHEDULE A – BRINC EQUIPMENT WARRANTY & REPLACEMENT POLICY 1. Hardware Warranty. Motorola warrants that BRINC Equipment is free from defects in workmanship and materials for one year from the date of Customer’s receipt. For BRINC Equipment purchased by Customer under the BRINC Support Program, Motorola warrants such BRINC Equipment is free from defects in workmanship and materials from the date of Customer’s receipt for the duration of the BRINC Support Program term. 2. Disclaimers. Except as expressly provided herein, BRINC and Motorola provides all BRINC Equipment and BRINC Services "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Non-BRINC Materials are not covered by the limited hardware warranty described in Section 1 of this Schedule above and are only subject to the warranties of the third -party provider or manufacturer. 3. Claims. If BRINC or Motorola receives a valid warranty claim for BRINC Equipment during the limited hardware warranty term, BRINC’s and Motorola’s sole responsibility is to repair or replace such BRINC Equipment with the same or like BRINC Equipment, at BRINC’s or Motorola’s option, as applicable. A replacement BRINC Equipment will be new or like new. The limited hardware warranty of the replacement BRINC Equipment will be the longer of (a) the remaining limited hardware warranty term of the original BRINC Equipment or (b) 90-days from the date of repair or replacement. 4. Exclusions. BRINC’s limited hardware warranty excludes damage related to: (a) failure to follow BRINC Equipment use instructions, including those set forth in the applicable BRINC Equipment documentation; (b) BRINC Equipment used with equipment not manufactured or recommended by BRINC; (c) abuse, misuse, or intentional damage to the BRINC Equipment; (d) force majeure; (e) BRINC Equipment repaired or modified by persons other than BRINC, without BRINC’s written permission; (f) BRINC Equipment with a defaced or removed serial number; or (g) Customer’s or its Authorized User’s failure to complete training from BRINC on operating and flying the BRINC Equipment prior to Customer’s or its Authorized User’s use of the BRINC Equipment. BRINC’s limited hardware warranty will be void if Customer resells BRINC Equipment. 5. Replacement BRINC Equipment. BRINC or Motorola may permit Customer to exchange BRINC Equipment or a part thereof. In such events, subject to Section 4 of this Schedule, the replacement BRINC Equipment or part thereof will become Customer’s property, and the replaced Equipment or part thereof will become Motorola’s or BRINC’s property, as applicable. Before delivering BRINC Equipment for any BRINC Services (including replacement services), Customer must download BRINC Equipment data and retain a copy. BRINC is not responsible for any loss of software, data, or other information contained in storage media or any part of the BRINC Equipment sent to BRINC for BRINC Services. Page 124 of 140 6. Spare BRINC Equipment. At BRINC’s or Motorola’s reasonable discretion, as applicable, BRINC or Motorola may provide Customer a predetermined number of spare BRINC Equipment. Spare BRINC Equipment is intended to replace broken or non -functioning units while BRINC or Motorola repairs or replaces the broken or non-functioning units through the warranty return process. Title and risk of loss for all spare BRINC Equipment shall pass to Customer in accordance with the Agreement. Page 125 of 140 SCHEDULE B – BRINC SUPPORT PROGRAM If the Customer purchases BRINC Support Program or a bundle including BRINC Support Program, this appendix applies. 1. BRINC Support Program. The “BRINC Support Program” is an extended full-service warranty that starts on the Subscription commencement date and terminates as detailed in the Proposal. The extended warranty includes (i) unlimited repairs on BRINC Equipment and (ii) for any BRINC Equipment that cannot be repaired, up to 1 replacement per year for the Responder and Guardian Camera payload, and unlimited replacements for any other BRINC Equipment that BRINC is unable to repair between hardware Upgrades (as defined below). Customer is to return the destroyed device or provide reasonable documentation that the device was destroyed (i.e. pictures or video). The BRINC Support Program is available to agencies only upon completion of BRINC certified training on the associated product or service. 2. BRINC Support Program Upgrade . If Customer has no outstanding payment obligations and purchased BRINC Support Program, BRINC will provide Customer a new BRINC Lemur, Responder or Guardian Drone, corresponding Stations and/or BRINC Ball as scheduled in the Proposal (“Upgrade”). If Customer purchased BRINC Support Program, BRINC will provide an upgrade that is the same or like BRINC Device, at BRINC’s option. BRINC makes no guarantee the Upgrade will utilize the same accessories. Upgrades exclude new products that BRINC introduces and markets as distinct products or applications. New or additional BRINC products and applications, as well as any BRINC professional services are not included. Neither BRINC nor Motorola will offer any warranty for such BRINC Equipment that has been replaced with an Upgrade, and will have no liability for any damages relating to the use of such BRINC Equipment. BRINC and Motorola will not and have no obligation to provide Upgrades once the BRINC Support Program terminates for any reason. 3. Upgrade Delay. BRINC may ship the Upgrades as scheduled in the Proposal without prior confirmation from Agency. BRINC may ship the final Upgrades as scheduled in the Proposal 60 days before the end of the Subscription Term without prior confirmation from Customer. 4. Upgrade Change. If Customer wants a different BRINC Equipment model from the Upgrade offered by BRINC, Customer must pay the price difference between the MSRP for the desired BRINC Equipment and the MSRP for the Upgrade. If the model Customer desires has an MSRP less than the MSRP of the offered Upgrade, Motorola will not provide a refund. The MSRP is the MSRP in effect at the time of the Upgrade. 5. Firmware Updates. BRINC will provide Updates to BRINC Equipment firmware for as long as a BRINC Equipment is part of an active Support Program. An “Update” can be either (i) a generally available release that BRINC makes available from time to time, or (ii) a new version of BRINC software and/or firmware that enhance features and functionality, as solely determined by BRINC. Page 126 of 140 6. Original BRINC Device. Following receipt of an Upgrade, Customer will retain the original BRINC Devices, provided that: (i) Customer cannot resell, gift, or donate the BRINC Devices; (ii) Customer will not allow the BRINC Devices to be used for personal use; (iii) Customer must retain direct custody and control of the BRINC Devices; and (iv) BRINC will offer no warranty for those BRINC Devices and will have no liability for any damages relating to the use of such BRINC Devices (as the warranty for such devices will have shifted to the Upgrade). Page 127 of 140 SCHEDULE C – CUSTOMER DEPLOYMENT REQUIREMENTS (DFR SITE & DOCK READINESS) Site Preparation • Base STATION Infrastructure: Safe accessibility; minimum surface area (16’ x 16’), adequate load support (≥360 lbs), unobstructed view of the sky. Station placement must be possible via ground transport, crane, or walking access with standard door clearance. Power and network access as specified below. • RF Site Infrastructure: Safe accessibility; minimum surface area for Non -Penetrating RF Pole (6’ x 6’), or appropriate Penetrating RF Wall Mount (with mounting hardware preinstalled as directed by BRINC). Both RF options must have an unobstructed 360° view of the geographical flight area (i.e. RF array above all obstructions) and installed away from other high powered RF or cellular antennae. RF access must be possible via standard door clearance or roof hatch. Power and network access as specified below. Power • Continuous 110V/20A (outdoor rated plugs/protection), surge protection, battery backup where possible to ensure 100% uptime, proper grounding (≤10Ω). Network/Backhaul • Dedicated hard-wired internet access with LTE or similar fallback preferred, properly configured firewall rules, outdoor IP-rated connectors and wiring. Environmental & Physical Security • Weatherproofing, secure mounting, controlled access. Flight Safety & Airspace • No‑fly zones reviewed; documented RF/geofencing compliance; defined backup landing area. Maintenance Access • Routine access, maintenance plan for cleaning, battery management, firmware updates. Documentation & Compliance • Site layout, network diagrams, operational SOP, permits/insurance, logging/ticketing for incidents. Backup Safe Landing Area • Required: 16’ diameter area, clear view of the sky with obstruction‑free vertical corridor above, clearly marked, traffic restricted. Preferred: Same altitude as station. Page 128 of 140 SCHEDULE D – ACCEPTANCE TEST PLAN (ATP) Functional Tests • LiveOps connectivity, drone telemetry, flight log validation, geofence enforcement. Operational Tests • Launch/land cycles, teleoperation handoff (if applicable), emergency failsafe procedures. Page 129 of 140 TAKEOFF Program Addendum This TAKEOFF Program Addendum (this “TOPA”) is entered into between Motorola and Customer, and shall be subject to, and governed by, the terms of the MCA, or other agreement between Motorola and Customer, as applicable, including any applicable addenda (the “Agreement”). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the MCA and DA which may be found at: https://www.motorolasolutions.com/en_us/about/legal/us_terms.html. If you are purchasing drone or unmanned aerial vehicle and related Products manufactured, supplied or otherwise provided by BRINC Drones, Inc. (“BRINC”, and such Products, the “BRINC Products”) as part of the TAKEOFF Program ( from Motorola on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this TOPA; (b) you have read and understand this TOPA; and (c) on behalf of the Customer that you represent, you agree to this TOPA. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this TOPA, please do not complete the purchase. The BRINC Products include Equipment (“BRINC Equipment”), and related Services and Licensed Software. This TOPA governs Customer’s purchase of BRINC Products from Motorola under the TAKEOFF Program and shall form part of the Parties’ Agreement. This TOPA shall control with respect to conflicting terms in the Agreement or any other applicable Addendum (including, without limitation, the Drone Addendum agreed to between Customer and Motorola (the “DA”)), but only as applicable to the BRINC Products purchased under this TOPA and not with respect to other Products. For the avoidance of doubt, BRINC Products which are purchased under the Agreement (and, where applicable, the DA) which are not part of the TAKEOFF Program shall not be subject to this TOPA. Unless otherwise stated in this TOPA, the terms of the Agreement, including the DA apply. 1. THE FIRST YEAR OF THE SUBSCRIPTION. As set forth in the Proposal, Customer has agreed to a multi-year Subscription for BRINC Products (the “BRINC Subscription”). All references to the first twelve months of the BRINC Subscription (the “Initial Subscription Period”) and each renewal year (each a “Renewal Subscription Year”) in this TOPA shall refer to the BRINC Subscription. The Initial Subscription Period of the BRINC Subscription is subject to the following terms: 1.1. Title. Title to the BRINC Equipment shall transfer to Customer at the commencement of the first Renewal Subscription Year. During the Initial Subscription Period the BRINC Equipment shall be the sole property of BRINC. Customer shall have no rights whatsoever in or to the BRINC Products other than the right to use the BRINC Products during the Initial Subscription Year. Customer shall have the benefit of the Support Program as set out in the Proposal, however Customer shall reimburse Motorola for the cost of any Motorola Solutions, Inc Drone Addendum v7.22.25 US 1 Page 130 of 140 necessary repairs or replacement of the BRINC Equipment for damage not covered by the Support Program. 2. CUSTOMER RESPONSIBILITIES 2.1. Customer Obligations. Customer shall fulfil the Customer Obligations as set out in the Proposal (“Customer Obligations”). 2.2. Feedback. Customer may provide Motorola internal reports and feedback to assist in improving the TAKEOFF Program. Motorola and BRINC may use such internal reports and feedback to develop or improve their Products and Services (including without limitation BRINC Products) 2.3. Reference. Motorola or BRINC may request that Customer act as a public reference or that Customer participate in a case study. 2.4. Exclusivity. During the Initial Subscription Period, Customer shall use Products from BRINC as its sole Drone as First Responder (“DFR”) provider for any Products covered by the TAKEOFF Program, and shall not, until the commencement of the first Renewal Subscription Period, deploy or purchase any autonomous docked drone platform or DFR product from a third party (“Competing Product”). 2.5. Compatibility. Customer is responsible for ensuring that any Customer-Provided Equipment and any alterations to the applicable network with which the BRINC Products are to be used are compatible with the BRINC Product. 3. EARLY TERMINATION 3.1. Customer Termination. Customer may terminate the BRINC Subscription without penalty by giving notice to Motorola up to 30 days prior to the commencement of the first Renewal Subscription Year. 3.2. Motorola Termination. During the Initial Subscription Year, Motorola may terminate the BRINC Subscription immediately by giving notice to Customer should: 3.2.1. Customer fail to fulfill a Customer Obligation pursuant to Section 2.1; or 3.2.2. Customer deploy or purchase a Competing Product. 4. ON TERMINATION On termination pursuant to Section 3, Motorola or its subcontractors (including BRINC or its subcontractors) shall remove the BRINC Equipment from Customer’s premises, and will deactivate (or cancel Customer’s access to) all related Software and SaaS Products (as defined in the Agreement) provided or made available by BRINC. Customer will cooperate with such removals and deactivations (including without limitation by allowing Motorola and its subcontractors (including BRINC and its Motorola Solutions, Inc Drone Addendum v7.22.25 US 2 Page 131 of 140 subcontractors) to access Customer facilities for such purpose. Motorola shall work with Customer to offload any Customer Data to Customer’s system. 5. SURVIVAL The following sections of this TOPA survive termination of this Agreement: Sections 1 and 4. Motorola Solutions, Inc Drone Addendum v7.22.25 US 3 Page 132 of 140 7.1. City of Gilroy STAFF REPORT Agenda Item Title: Request to Reopen the Wayland Parking Lot at Las Animas Veterans' Park Meeting Date: February 23, 2026 From: Matt Morely, City Administrator Department: Administration Submitted by: Bryce Atkins, Deputy Director of Community Development Prepared by: Bryce Atkins, Deputy Director of Community Development STRATEGIC PLAN GOALS: Not Applicable RECOMMENDATION Council consideration of a future agenda item regarding the potential reopening of the Wayland Parking Lot at the Las Animas Veterans' Park. EXECUTIVE SUMMARY N/A BACKGROUND Council Member Carol Marques provided the attached FAIR Memo to Interim City Administrator Brad Kilger. Staff has reviewed the FAIR Memo, and Interim City Administrator Harjot Sangha approved its placement on this agenda. This FAIR Memo requests an item to discuss the reopening of the Wayland Parking Lot at the Las Animas Veterans' Park. Should Council determine to proceed with this item for future discussion, staff time will be spent preparing the agenda item to discuss the following items, though more elements may need research and/or analysis: • Public Works Page 133 of 140 7.1. o Logistics and costs of opening and closing the gate daily, including who is responsible (private security or GPD). o Cost of addressing an ADA-compliant path of travel to and from the parking lot. o Cost of lighting the path of travel to and from the parking lot. o Cost of parking lot infrastructure improvements, including ADA parking striping and signage, pavement rehabilitation, additional lighting, surveillance cameras, etc. • Police o Potential for increased patrols. o Record of calls for service to the parking lot. • Community relations o Engagement with local community members to garner public input for Council consideration. • Council considerations o Metrics for determining whether and when the parking lot may need to be re-evaluated for closure, partial reopening, or full reopening. ANALYSIS None — this is a first step in the FAIR Memo process on whether the City Council would like to give direction for the item to be brought back to a future agenda meeting for discussion and potential action. Per the FAIR Memo, the original Council action involved closure of both the Wayland and Hanna parking lots. Further analysis will be conducted if the Council approves the topic for a future agenda and can include discussion regarding one or both of the closed parking lots. ALTERNATIVES Council may approve or deny the request for a future agenda item. FISCAL IMPACT/FUNDING SOURCE None — this is a first step in the FAIR Memo process. A detailed fiscal impact analysis will be conducted by staff if the Council approves the topic for a future agenda. Page 134 of 140 7.1. PUBLIC OUTREACH This item was included on the publicly posted agenda. NEXT STEPS If approved, staff will schedule the future agenda item at a subsequent Council meeting consistent with the Future Agenda Item Request Policy. Attachments: 1. FAIR Memo: Las Animas Wayland Parking Lot Page 135 of 140 Las Animas Wayland Parking Lot During covid, homeless were allowed to shelter in place in city parks and parking lots. Unfortunately, under the leadership of the previous city administrator, police were not directed to do sweeps of the Wayland and Hanna Street Parking Lots at Las Animas Park when crime occurred. Being the Wayland Parking lot is concealed, individuals set up camping in the parking lot and drug dealing and drug use became a lifestyle. There are neighbors who live right adjacent to this parking lot that got fed up with the criminal behavior. After enduring gang fights, weapons, and consistent drug use, a group of neighbors from the neighborhood got together and convinced the City Council to close both city parking lots permanently. One neighbor gave the Council at a City Council meeting, a petition with 98 signatures in strong support of closing down the two parking lots – Hanna Street (because that is where she lived) and Wayland. Based on her petition and a few neighbors’ arguments that night, the Council voted to close the two lots. However, when she emailed the petitions to each of the Council members after the meeting and the petitions were looked over, there were only 20 valid signatures. The rest of the signatures were from different parts of the city and countryside which were not valid since the signers had never experienced firsthandwhat the neighbors were going through. Since that time, the Gilroy Tennis Club Board members have tried to get the Wayland Parking lot re-opened. A gate was installed at the entryway to this parking lot which was to be locked at 10:00 every night. Any car refusing to leave, was to be towed at the owner’s expense. After two nights, our former city administrator suspended this policy because car owners were refusing to move. The city manager would not have them towed because he said it was too much work for the city employees—even though, the tow truck company would do all the paperwork. So for three years now, this parking lot has been permanently closed. Our club would like to have it re-opened and policed correctly. My vice-president, Bob Nettleblad, and I have spoken with the Police Chief, various police officers and the mayor. Police and the police chief have said there is no problem in policing the lots. It is important to have the Wayland Parking lot re-opened because of its close proximity to our tennis courts. At night with it getting dark so early, there are no lights between the handball courts and the Mantelli Parking Lot. We are walking in darkness and feel unsafe listening to the various voices in the park that we cannot see. We feel that keeping the lot closed, is a serious safety issue. Page 136 of 140 I have tried to set up a meeting with the home owners’ association to no avail. These people like the serenity of the closed lot and do not want to see it re -opened. However, it can be argued that every resident knew what he or she was moving next to when the home was purchased. This is a city owned park supported by tax payers. Tennis players, Little League families and people coming to walk their dogs have all been inconvenienced by a few people who want it kept closed for their own wishes. It would never be suggested that the parking lot should be returned to its original crime ridden state. What is being suggested is that we open it on a trial basis and the police patrol the park regularly. The parking lot could be locked up first when the City’s security team comes on duty. There are solutions that need to be addressed. Shutting down of city run property is not the way to deal with criminal activity. We want this activity extinguished not moved around the City. Opening up these lots on a trial basis to see what needs to be mitigated is the best way to get a win for all. ********************************************************** (We are arguing for the Wayland Parking lot but we have no objection to whatever is decided for the Hanna Street parking lot.) Page 137 of 140 7.2. City of Gilroy STAFF REPORT Agenda Item Title: Request to Consider Amending the Flag Flying Policy and Construct a Commemorative Flag Pole at the Civic Center Site Meeting Date: February 23, 2026 From: Matt Morley, City Administrator Department: Public Works Submitted by: LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. Prepared by: Bryce Atkins, Deputy Director of Community Development, LeeAnn McPhillips, Interim Administrative Services & Human Resources Director/Risk Manager. , John Doughty, Public Works Director STRATEGIC PLAN GOALS: Not Applicable RECOMMENDATION Council determination on placing a future agenda item regarding amending the Flag Flying Policy and the constructing a new commemorative flag pole on the Civic Center site. EXECUTIVE SUMMARY N/A BACKGROUND Staff received the attached FAIR (Future Agenda Item Report) Memo from Council Member Ramirez, following up on comments at the December 8, 2025, regular Council Meeting discussion relating to the consideration of commemorative flag applications. The attached memo has been reviewed, and the staff time for the staff report will Page 138 of 140 7.2. primarily consist of generating a cost estimate for the construction of a new flag pole. The policy amendment component will require only a very small amount of staff time if simply incorporating the proposed alternative flagpole. The fiscal cost would be up to the Council to consider as part of the discussion, and the likely funding source would be the General Fund if no alternative funding source is identified. ANALYSIS None — this is the first step in the FAIR Memo process. An analysis will be conducted as part of a regular staff report if Council approves the future agenda item. ALTERNATIVES Council may approve, modify, or reject the requested future agenda item. FISCAL IMPACT/FUNDING SOURCE None — this is the first step in the FAIR Memo process. A financial analysis will be conducted as part of a regular staff report if Council approves the future agenda item. PUBLIC OUTREACH This item was included on the publicly posted agenda for this meeting. NEXT STEPS If Council approves proceeding with a future agenda item, staff will place it on a subsequent agenda for the City Council. Attachments: 1. FAIR MEMO Commemorative Flags Page 139 of 140 FAIR MEMO Submitted by Councilmember Ramirez December 16, 2025 Mayor and Council, I am submitting this FAIR Memo following the December 8, 2025, discussion regarding commemorative flags. In an attempt to find a compromise between those who support and those who oppose flying commemorative flags next to the U.S. and State Flags, I am proposing that an additional flagpole be installed at City Hall, near the main entrance, for commemorative flags. In my opinion, this would be a viable compromise moving forward. Below are my proposed changes to the current policy. The City of Gilroy Flying Flags at City Facilities Policy II. General Policy a. It is the policy of the City of Gilroy that the City’s flag poles are not intended to serve as a forum for free expression by the public, but rather for the display of the Flags of the United States and the State of California. The flag poles An additional flagpole will be erected at City Hall near the main entrance located at all City facilities may also be which will be used to display the flags of the City of Gilroy, any Sister City Flag, and any Commemorative Flag as may be authorized by the City Council as an expression of the City’s official sentiments. The financial estimate would be the cost of installing a flagpole. I will defer to staff to provide an estimate of the cost. Staff time would include the time spent managing the flagpole installation, revising the policy, and the staff report and presentations to Council. Page 140 of 140