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HomeMy WebLinkAboutAgreement - Maggiora Bros. Drilling Inc. - Signed 2026-02-10City of Gilroy Agreement/Contract Tracking Today’s Date: Your Name: Contract Type: Phone Number: Contract Effective Date: (Date contract goes into effect) Contract Expiration Date: Contractor / Consultant Name: (if an individual’s name, format as Maggiora Bros. Drilling Inc Contract Subject: (no more than 100 characters) On call Services Contract with Maggiora Bros Drilling Inc for Water Well and Pump Station Services Contract Amount: (Total Amount of contract. If no $420,000 this information is complete:  Date of Contract  Contractor/Consultant name and complete address  Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid)  Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached  Taxpayer ID or Social Security # and Contractors License # if applicable  Contractor/Consultant signer’s name and title  City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Docusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Karl Bjarke LeeAnn McPhillips Andy Faber Matt Morley Kim Mancera TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request proprietor or partner) • bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this day of January, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Maggiora Bros. Drilling, Inc, having a principal place of business at 595 Airport Blvd., Watsonville, CA, 95076. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on February 9, 2026 and will continue in effect through June 30, 2029 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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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 $420,000 (four hundred and twenty thousand dollars) for the duration of the contract. 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 Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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: Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Andy Faber Kim Mancera -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 Michael F. Maggiora, 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, Jeff Castro 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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Karl Bjarke, Interim Utilities Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Michael F. Maggiora Maggiora Bros. Drilling, Inc. 595 Airport Blvd Watsonville, CA, 95076 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. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES This agreement consists of providing on-call, routine, and emergency water system repair, maintenance, and rehabilitation services for the City of Gilroy Utilities Department on an as- needed, time-and-materials basis. The initial contract term shall be three (3) years, with the City retaining the option to extend the agreement for two (2) additional one-year periods under the same terms and conditions. The scope of work is divided into two major tasks: 1. Well Services 2. Pump (Booster) Station Services Contractor Responsibilities On call contract will be contracted on a time and materials basis. The work will generally consist of repairs, refurbishment, maintenance, shop work and field work. The contractor shall provide all necessary supervision, labor, materials, tools and equipment to perform the work described. The City of Gilroy Utilities Department Director or Utilities Water Superintendent will issue a request for services, including a brief description of the required work. In response, the Contractor must submit a written scope of work outlining the specific tasks to be performed, materials and equipment to be procured, estimated costs, and the projected timeline for completion. Each assignment will be formalized through an individual work request. The Contractor shall not commence any work until the City and the Contractor have mutually agreed upon the project cost and schedule, and the Project Manager has issued written authorization to proceed. The Contractor shall designate a primary representative and an alternate to serve as points of contact for coordination with the City’s Utilities Department Project Manager. The Contractor must provide the City with a telephone number and email address for both representatives, ensuring they are reachable 24 hours a day, seven days a week in the event of an emergency. The designated representative and the alternate staff shall demonstrate professionalism and effective communication skills, including proficiency in email and telephone correspondence. Both individuals must respond to inquiries from the City, within 24 hours of initial contact. Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -2- 4835-2267-0361v1 LAC\04706083 Any changes to the designated representative must receive prior approval from the City. The City reserves the right to reject proposed personnel changes and may consider unauthorized changes to key personnel a breach of contract. For any work expected to exceed one day, the Contractor’s representative shall submit a detailed schedule to the Utilities Department Director or Utilities Water Superintendent in advance. The Contractor shall not commence work without prior authorization from the Utilities Department Director or Water Superintendent. For non-emergency work, a minimum notice of forty-eight (48) hours is required to allow the City sufficient time to adjust staffing and ensure availability. All scheduled work must be completed promptly, unless an extension is approved by the Utilities Department Director or Utilities Water Superintendent. Contractor shall only provide brand new parts (i.e. motors, pumps, pipes, etc.) and chemicals. Refurbished parts or parts that have been stored for long periods of time will not be accepted. Old parts, materials, chemicals, shall be removed and disposed by contractor. Parts and chemicals shall be ordered promptly, and every effort shall be given to minimize delay. Contractor shall submit schedule to Utilities Department Director or Utilities Water Superintendent for any part (s) and or chemical (s) with long lead times or back orders. Weekly updates shall be provided to Utilities Director or Water Superintendent for any part (s) or chemical (s) which will take longer than one week to obtain. Any damage by the Contractor to the City Facilities, equipment, or vehicles shall be fixed in kind expediently and without delay at no cost to the City. The Contractor shall always secure the well’s site and its equipment throughout the duration of the work. The Contractor is also responsible for discharging of treated water after rehabilitation of well into an appropriate drainage system in a manner that complies with NPDES regulations and permits. All water discharged shall be through an NPDES facility approved by the Utilities Department Director or Water Section Superintendent. It will be the Contractor’s responsibility to propose a method to discharge water that is NPDES compliant and may include methods such as water detention through storage tanks or other conforming strategies. The work to be completed will be both of a routine nature and an emergency nature: Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -3- 4835-2267-0361v1 LAC\04706083 Routine Maintenance Guidelines For most part, the work will be of a non-emergency, scheduled nature between normal business hours of 7:00 AM to 3:00 PM. The work will consist of routine, on-call support to Utilities Division crews in the repair and maintenance of the City’s wells and pumping stations. Emergency Response Guidelines The Contractor’s ability to respond to emergency situations upon request is a mandatory condition of the contract. Failure or inability to respond as required will be considered a breach of contract. Emergency response typically involves unscheduled work occurring outside of normal business hours or instances where City crews are unable to provide the necessary level of effort or equipment. The Contractor must be available to respond to emergency service requests from the City 24 hours a day, 7 days a week. Emergency repairs must be addressed within 24 hours of notification, while non-emergency repairs must be completed within 48 hours. To ensure timely communication, the Contractor shall provide a designated emergency contact person along with a reliable telephone number. Task 1 – Well Services The City of Gilroy currently operates nine municipal wells, each with distinct characteristics in terms of age, capacity, and construction. A tenth well is in the design phase (McCarthy Well), with construction anticipated to begin in the second part of Fiscal Year 2026. These wells are critical components of Gilroy’s municipal water supply. The City’s groundwater wells vary widely in age, construction, and performance characteristics. Installation dates span nearly a century, with the oldest well (Well 1) constructed in 1932 and the newest (Well 3-02) installed in 2005. Individual well capacities range from approximately 300 to 2,400 gallons per minute, with Well 8 providing the highest output. Well depths also differ substantially, ranging from about 302 feet at Well 4 to approximately 920 feet at Well 8, reflecting varying aquifer access conditions. Screen intervals have been designed to match each well’s specific geological profile. Sanitary seals are present in all wells except Wells 1 and 2, which were constructed in 1932 and 1947, respectively, and have unknown seal details. The overall work includes water well rehabilitations, well casing removal, repairs and installations, water well video inspections, electric motor repairs, and repair services on various types of pumps Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -4- 4835-2267-0361v1 LAC\04706083 and motors at various locations throughout the City. The Contractor shall provide all necessary heavy-duty equipment, such as, but not limited to, drilling rig, pump rig, flatbed truck, boom truck, tractor trailer to complete the task as requested including transportation to and from the Contractor’s facility to each City worksite. Pump Removal/Installation and Servicing The Contractor shall perform water well pumps removal and installation. At the initial setup for pulling a well pump, the Contractor shall perform lockout/tagout of the electrical and hydraulic systems. Well Video Survey Service The Contractor shall conduct water well video inspections using color video equipment capable of side-scan and down-hole survey views. Videos must be recorded in high-definition MP4 format with a resolution of 1280 × 720, 1920 × 1080, or higher. All video files shall be submitted to the Utilities Director or Water Section Superintendent within 48 hours of recording, either via a downloadable online link or on a USB flash drive. If submitted online, the USB flash drive must still be provided within five (5) working days. The video survey unit shall simultaneously transpose the City’s name, well name, footage, and the date of inspection on the monitor screen and the video record. A footage counter/recorder shall read in feet and be accurate within 2 percent of the actual footage. The video survey camera shall be capable of both normal downhole and right-angle viewing, achieved either through interchangeable lenses or mechanical adjustment of the camera. Upon request by the City, the Contractor must provide right-angle viewing to capture direct elevation views of any casing section. Well Rehabilitation and Treatment Services The Contractor shall be qualified to provide well rehabilitation and treatment services. Furnish all portable engine driven pumps, necessary to perform well redevelopment and rehabilitation. Costs for temporary piping, sound proofing, and related equipment require approval by the Utilities Director or Water Section Superintendent. To perform these tasks, the Contractor shall have the capability to perform mineral analysis, chemical treatment, water quality testing, zone testing, well casing patches, and similar casing Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -5- 4835-2267-0361v1 LAC\04706083 repairs/improvements, and mechanical treatment on well casings. All chemicals used in treating wells shall be State approved for the purpose intended and must be approved by the National Sanitation Foundation (NSF) approved. The Contractor’s estimates shall include the typical type and concentration of chemicals (acids, inhibitors, polymers, neutralizers) to be used; the appropriate contact time for the chemicals; the typical procedure for introducing, mixing, and neutralizing chemicals in the wells. In addition, the name (s) and phone numbers of any company(ies) that will supply the treatment chemicals shall be provided. Completed Materials Safety Data Sheets (MSDS) for all chemicals used shall include the methods of mechanical treatment (dual swab, wire/nylon brush, sonar jetting, etc.). Post rehab, contractor shall submit documentation certifying the rehab has been completed according to the rehab plan and certify pump depths, sounding tube length, etc. Task 2 Pump Station Services The City of Gilroy operates six booster pump stations that supply water to Zones 2A, 2B, and Zone 3. Each station is equipped with three pumps, for a total of 18 pumps systemwide. The pumps range in size from 15 horsepower to 40 horsepower, and all are vertical turbine pumps. One station, Booster 5, utilizes a variable frequency drive (VFD) motor system. The City expects the following types of work to be performed under this task: 1. Repair and/or replacement of pumps and motor 2. Replacement of existing above ground and buried yard valves with new ones 3. Manual and/or electric operated valves including all related piping and parts 4. Replacement of pump and station control valves included all related piping and parts 5. Repair or replacement of auxiliary mechanical or electrical equipment. The City reserves the right to furnish replacement well or booster pump motors 6. Electrical disconnect and hookup of repaired or replacement equipment 7. Repairs or modifications of well heads as required 8. Testing of parts, equipment, or material Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -6- 4835-2267-0361v1 LAC\04706083 9. Measure, set, and recheck field pump impeller lateral settings and field 10. Verification of pump and equipment operation 11. Demolition or removal of existing structures Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE This three-year on-call agreement provides routine, on-call, and emergency services for water system repair, maintenance, and rehabilitation on a time-and-materials basis. The City will perform annual condition assessments of its water system infrastructure to identify and scope additional work beyond the projects listed below. While well and pump work is anticipated each year under this agreement, the specific scope may vary based on the results of those assessments. Based on current known issues, the City has scheduled the following well and pump work items: 1. FY 26 – For Well 8 the installation of a nitrate analyzer to monitor nitrate levels and provide an automatic shutdown to the well should levels exceed a user adjustable nitrate level. This project is linked to a Capital Improvement Plan (CIP # 801060). 2. FY 27 – Well 1 a. Execute the removal of the jammed well structure Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The Contractor shall be compensated for all labor, materials, equipment, services, and other reimbursable expenses in accordance with the cost schedule attached hereto to the Exhibit D (Maggiora Brothers Drilling, Inc. Cost Schedule). 2. Maximum Contract Amount The total compensation payable under this Agreement for the initial three-year term shall not exceed Four Hundred Twenty Thousand Dollars ($420,000). 3. Annual Allocation The maximum annual allocation of the total contract amount shall be as follows: • Fiscal Year 2026: One Hundred Twenty Thousand Dollars ($120,000) • Fiscal Year 2027: One Hundred Fifty Thousand Dollars ($150,000) • Fiscal Year 2028: One Hundred Fifty Thousand Dollars ($150,000) Below is a detailed breakdown of the pricing: Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Docusign Envelope ID: 07D4C56E-1278-4D1D-83FD-E6106C2C03ACDocusign Envelope ID: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Certificate Of Completion Envelope Id: 222AABD9-A52B-46F6-9C5E-D9FF9611F8B3 Status: Completed Subject: Execute the Council Approved On-Call Service Agreement for Maggiora Bros Drilling Source Envelope: Document Pages: 47 Signatures: 8 Envelope Originator: Certificate Pages: 5 Initials: 0 Izabela Cirloganu AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) izabela.cirloganu@cityofgilroy.org IP Address: 66.189.161.134 Record Tracking Status: Original 2/10/2026 3:19:08 PM Holder: Izabela Cirloganu izabela.cirloganu@cityofgilroy.org Location: DocuSign Signer Events Signature Timestamp Karl Bjarke karl.bjarke@cityofgilroy.org Interim Public Works Director City of Gilroy Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 66.189.161.134 Sent: 2/10/2026 3:54:33 PM Viewed: 2/10/2026 4:51:49 PM Signed: 2/10/2026 4:51:56 PM Electronic Record and Signature Disclosure: Accepted: 7/17/2023 9:05:18 AM ID: 9411fb7a-93ab-48b3-86d1-29618e602711 LeeAnn McPhillips leeann.mcphillips@cityofgilroy.org Administrative Services & HR Director City of Gilroy Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 66.189.161.134 Sent: 2/10/2026 4:51:57 PM Viewed: 2/17/2026 7:00:31 AM Signed: 2/17/2026 7:02:03 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Andy Faber andy.faber@berliner.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 181.41.58.222 Sent: 2/17/2026 7:02:05 AM Viewed: 2/17/2026 9:32:06 AM Signed: 2/17/2026 9:32:26 AM Electronic Record and Signature Disclosure: Accepted: 2/17/2026 9:32:06 AM ID: 356c67fc-d9e8-4ea9-821c-101ec941207d Matt Morley matt.morley@cityofgilroy.org City Administrator City of Gilroy Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 66.189.161.134 Sent: 2/17/2026 9:32:28 AM Viewed: 2/17/2026 9:37:46 AM Signed: 2/17/2026 9:38:23 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Signer Events Signature Timestamp Kim Mancera Kim.Mancera@cityofgilroy.org City Clerk City of Gilroy Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 66.189.161.134 Sent: 2/17/2026 9:38:25 AM Viewed: 2/17/2026 9:39:10 AM Signed: 2/17/2026 9:39:17 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Stefan Mercer stefan.mercer@cityofgilroy.org Office Assistant City of Gilroy Security Level: Email, Account Authentication (None) Sent: 2/17/2026 9:39:18 AM Viewed: 2/17/2026 10:00:17 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/10/2026 3:54:33 PM Certified Delivered Security Checked 2/17/2026 9:39:10 AM Signing Complete Security Checked 2/17/2026 9:39:17 AM Completed Security Checked 2/17/2026 9:39:18 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Gilroy (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/29/2021 5:07:22 PM Parties agreed to: Karl Bjarke, Andy Faber Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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