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HomeMy WebLinkAboutAgreements - Lehr Upfitters - Signed: 2026-03-03City of Gilroy Agreement/Contract Tracking March 3, 2026 Juanita Menig Services over $5k – Contractor – NO ENG OR DESIGN 408-846-0276 (Date contract goes into effect) March 1, 2026 Contract Expiration Date: June 30, 2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Lehr Upfitters Contract Subject: Vehicle Upfitting Services Contract Amount: (Total Amount of contract. If no $ 370,000.00 By submitting this form, I confirm this information is complete:  Date of Contract  Contractor/Consultant name and complete address  Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid)  Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached  Taxpayer ID or Social Security # and Contractors License # if applicable  Contractor/Consultant signer’s name and title  City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -1- 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. Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -2- 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 Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -3- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -4- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -5- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -6- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -7- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -8- 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: Title: Steve Adair Vice President of Sales -West Name: Matt Morley Title: City Administrator Social Security or Taxpayer Identification Number Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -1- 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. Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -2- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -3- 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -4- H. NOTICES. Notices are to be sent as follows: CITY: Walter Dunckel City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Steve Adair LEHR Upfitters 1590 Lana Way, #7 Hollister, CA 95023 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: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “B” SCOPE OF SERVICES This agreement consists of providing on-call vehicle upfitting services for the City of Gilroy for our emergency vehicles (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) Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -2- 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 Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -3- 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 Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -4- 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 Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “C” MILESTONE SCHEDULE All services within this agreement will be conducted on an on-call basis whenever requested by the City. Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Docusign Envelope ID: 9C02622E-BB2A-48E3-81F8-127FFEB7F8AA 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: Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Your Company Name COST SUBMITTAL WORK SHEET - RFP LEHR Upfitter OpCo., LLC. dba LEHR / LEHR Auto Contact Name:Mike Mccee - N CA Territory Sales Manager Contact Phone: (925) 303-9513 mmcgee@lehrauto.com Gost 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 forwithin 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 lnitial Contract Term (2yrs) Patrol Vehicle Unmarked Police Vehicle Year L 5 zs,tot.ts $ a,szg.tt Year 2 5 zg,geo.rs s 1 ,21,1 .89 Optional Two Year Extension Year 3 5 :r,zos.+g S z,srs.o: Year 4 5 sz,soa.ss 5 z,sgr.sr City of Gikoy / Requestfor Proposal/ Fleet Services Page 13 of 21 Contact Email: ' Above numbers past year ('l ) are estimated at 4% Average Increase based on annual increaso from Equipment Manufacturers ' Above numbsrs for Patrol Vehicles are based on Whelen Equipment installed into Dodge Durango change to either equipment or platform will result in changes to associated costs. Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 UNIT PRICE 884.25 TOTAT PRICE 8a4.25BK2O19DUR21Sentana P84501 Lighted Push Bumper ION TRIO R/B/W DuranSo1 Sentina PB5 P8300/400 Fender Wrap Durango 509.25 509.252FKO4OODUR2l 3 OEM Wig Wag 877.50 877.504cH27 .1.20 911 Circuit, Harness wffimer 399.985sA315PWhelen Siren Speakers 100W {2)199.99 whelen speaker bracket universal (2) TEGACY DUO WECANX 48" 31.80 2235.00 I 53.60 2235.00 6 7 [fl incl. Upurchase incl.w/purchase8STPKT85STRAP KIT DURANGO 9 NUS,2X Nutech, liEhtbar grommet 22.42 22.42 10 CSM (Customer Supplied Material) - Radio Antenna(s) 11 cSM - Modem Antenna 297.OO 297.00 12 13 M BDD 19 Whelen ION Mirror-Beam Housings - Pair Durango CSM - ICV antenna(s) 14 MBI2E Whelen Mirror Beam ION Due - Blue/White 19.20 19.20 Whelen Mirror Beam ION Duo - Red/White 19.20 19.2015M BI2D 16 Whelen WeCanX Tracer 5-Lamp HousinB 999.00 1998.00 17 INV,CON-ON,DUR TCR844 Whelen Tracer Mounting Kit Durango lnnovative, Console, Dual Notched - Durango 12" slope Flat, Dual Cuphldr Armrest lncludes: lnnovative Mounting Plate lnnovative Standard Faceplate lnnovative Cup Holder lnnovative Arm rest 33.00 583 99 66.00 583.99 19 tNV-CON-FP{507-R lnnovative, Console, Accessory Faceplate 3" Motorola 0507, Remote head incl. w/purchase incl-w/purchase 20 INV,CON-FP{ENCOM lnnovative, Console, Accessory, Faceplate, 4", Whelen, Cencom 21 INV,CON,FP,3 lnnovative, Console, Accessory, Faceplate, 3", Blank 22 INV.CON,FP 2 lnnovative, Console, Accessory, Faceplate, 2", Blank 23 CSM - Motorola Radio customer customer 24 CSM - ln Car Video 25 CSM - Computer Dock/K8/Power 26 500{001 Westin/Hint Tablet and Xeyboard Mount - Double Post (TM- 5502UDB-UNr8-E)7 42.90 7 42.90 21 MMSU-1 Mag Mic Magnetic Mic Kit 35.95 107.86 28 GK11191B15 Setina DualT-RailGun Mount 1 Blac-Rac Lock/l Shotgun Lock S2 Key 194.25 194.25 29 60cREGCS Whelen, 12 Diode lnterior tight, 6" Round Surface Mount Split Red/White 154.80 154.80 Ery DESCRIPTION Front Equipment Roof Equipment City of Gilroy / Request for Proposal/ Fleet Services Page 'lil of 21 2025 DURANGO PATROL VEHICLE PRODUCT T EB8DEDE,52466 TCRWX5 18 Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 30 Setina, #10Vs C RP Partition 31 PK0419DUR11 lncludes: PT2185DUR11Setina, VS RP Partition Transfer Kit Durango BRl0LRSSCACPR Setina, f10 LR-SSCA BAR C Coated Poly RP 424.25 31 QKO634DUR11 Setina, ReplTPO Seat VC Belts 11 ' Durango 824.2s 824.25 33 PKO316DUR112ND Setina Partition 516.75 516.75 WKO595DUR11 Setina Poly Window Earrier Durango )69 )5 269.25 35 DKOlOODURll Setina Door PanelTPO fits 2011-26 Durango 254.25 254.25 36 PSCOADCR Whelen 6 LED Strip Light 70.20 70.20 37 TKO241DUR11 Setina Cargo Box DSC-Drawer/Sld/Combo BSN-Base/SldNo Lk Durango t409.25 38 TPA9289 Setina Car8o Box Radio Tray 292.49 292.49 Whelen ION T Series DUO Red/Blue (2) Liftgate left/RiBht when open 104.99 209.9839TLIZ 40 209.98 t2l Whelen ION T Series DUO Red/8lue (2)D Pillar Left/Right Windows 117.00 234.0041 42 WKOO4ODURll Setina, Window Barrier Aluminum 3 Piec€ Cargo Area Durango 366.75 356.75 CSM Cradlepoint Modem43 customer customer 44 c399 1109.00 1109.00 45 CCTLT Whelen Core WXC 21 Push-Buttons & 4 Position Slide Control Head incl.w/ourchase incl.w/ourchase 46 c399K3 Whelen ODBII Cable Canport Kit Dodge 47 CEM16 175.20 715.20 Whelen, Vehicle To Vehicle sync Module 222.60 222.604ACV2V 49 INSTALLATION CHARGES (LABOR)ql00 00 50 INSTALL MATERIALS MISC INSTALL MATERIALS 195.00 51 SHIPPING CHARGES FOR UPFINING IITMS 325.00 TAX TOTAT TAX 23'11.9552 53 TOTAL TOTAL 28,761.75 Options - Bad( ertd Equipme[t Optional / As-Needed Services {Not lncluded in Total Above): o Travel Time: 5200/hour (Based on Google Maps drive time) . Field Labor Rate: S200/hour May be covered if vehicle is under New Build Worronty Optionol service costs opply only if requested by the County. City of Gilroy / Request for Proposal/ Fleet Services Page 15 of 21 Prisoner Compartment 824.2s 34 1409.25 TLIZ Whelen ION T-Series DUO Red/Blue (2) Left Right ticense Plate Area 104.99 Whelen Cencom Core WCX Remote Siren & Control Center Whelen Core WCX 16 Output Expansion Module IN STALLATIO N SHIPPING CHARGES Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Optional / As-Needed Services (Not lncluded in Total Above): . Travel Time: 5200/hour (Based on Google Maps drive time) . Field Labor Rate: S200/hour Moy be covered if vehicle is under New Build Worronty Optional service costs opply only if requested by the County. 1 xt2E Whelen ION DUO Series L near-LED g ue/White Smoked Lens UNIT PRICE I 131.40 TOTAL PRICE 131.40 2 xt2D Whelen ION DUO Series Linear-LED Red/White Smoked Lens 131.40 131.40 Behind Front Grill Upper L/R 3 Smallwire Harness 175.00 175.00 SA315P whelen Siren Speaker 199.99 199.99 5I 6 SAK9 SH4211 SF2SUM Whelen Speaker Bracket Unive15al Swivel Sinclair DisBuised Antenna 150-174 Mhz uhf Male connector 31.80 s07.20 31.80 507.20 7I 8 ALPHA 5 xoNn Sti-Co Stinger Concealed lnternal Antenna, 700-800 Mhz Whelen ION series Super'LED Red w/Smoked lens 122.68 109.95 t22.68 109.95 9 TIONBKTl Whelen ION Series Super-LED Elue w/Smoked lens !-ront Windorv L/R l0 ALPHASL Whelen Remote 200W Siren for Use w/Remote Switches 191..40 191.40 t 4-214 K4 Switch, Round Button Single Pole Rocker Swirch (2)7.22 74.44 I2 NPN Momentary Swilch for Air-Hom 10.00 10.00 ll CSM - Police Radio - Motomla APX7500 USED (Provided) lControl Head and l\4rc rn Center Console) 14 x2) (Speaker under Seat) whelen, ION DUO Series Linear-LED Red/Blue smoked Lense (2) (Rear Window L/R Bottom Mount) I B l.-+0 262.80 15 wx609R Whelen, Vertex Super-LED Omni Dlrectional Light head Red 81.95 83.95 l6 \rTx609B Whelcn, Vertex Super-LED Omni Directional Light Head Blue E1.95 81.95 l7 6OCREGCS Whelen. 12 Diode tnterior Light, 6" Round Surface Mount Split Red/Wht 15.1.80 15,{.80 l8 NSTALLATION INSTALLATION CHARGES (LABOR)1.780.00 l9 INSTATL MATERIAL5 MISC INSTALL MATERIALS 125.00 :0 SHIPPING CHARGES SHIPPING CHARGES FOR UPFITTING ITEMS 45.00 ll TAX TOTAT TAX 515.66 22 IOTAL TOTAL 6929.17 City of Gilroy / Request for Proposal/ Fleet Services Page 16 of 21 PRODUCTS DESCRIPTION Front End Equipment Undercove, Antennas Dtivers Compartment Equipment Back end Equipment UNMARKED POLICE VEHICLE Docusign Envelope ID: 6941DB8E-6214-4C35-864E-B72258684048 Certificate Of Completion Envelope Id: 6941DB8E-6214-4C35-864E-B72258684048 Status: Completed Subject: Complete with Docusign: Agreement for Services Lehr Upfitting Source Envelope: Document Pages: 43 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Juanita Menig AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) juanita.menig@cityofgilroy.org IP Address: 66.189.161.134 Record Tracking Status: Original 3/4/2026 7:46:29 AM Holder: Juanita Menig juanita.menig@cityofgilroy.org Location: DocuSign Signer Events Signature Timestamp 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: 3/4/2026 8:11:37 AM Viewed: 3/4/2026 9:51:22 AM Signed: 3/4/2026 12:27:06 PM 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: 68.121.158.241 Sent: 3/4/2026 12:27:08 PM Viewed: 3/4/2026 12:37:42 PM Signed: 3/4/2026 12:39:37 PM Electronic Record and Signature Disclosure: Accepted: 3/4/2026 12:37:42 PM ID: fb4b048c-fc38-4ea1-85d9-72a59c1dbea8 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: 3/4/2026 12:39:39 PM Viewed: 3/4/2026 2:43:57 PM Signed: 3/4/2026 2:44:16 PM Electronic Record and Signature Disclosure: Not Offered via Docusign 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: 3/4/2026 2:44:17 PM Viewed: 3/4/2026 3:12:13 PM Signed: 3/4/2026 3:12:19 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Stefan Mercer stefan.mercer@cityofgilroy.org Office Assistant City of Gilroy Security Level: Email, Account Authentication (None) Sent: 3/4/2026 3:12:20 PM Viewed: 3/5/2026 4:14:45 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/4/2026 8:11:37 AM Envelope Updated Security Checked 3/4/2026 10:45:47 AM Envelope Updated Security Checked 3/4/2026 10:45:47 AM Envelope Updated Security Checked 3/4/2026 10:45:47 AM Envelope Updated Security Checked 3/4/2026 10:45:47 AM Envelope Updated Security Checked 3/4/2026 12:59:16 PM Certified Delivered Security Checked 3/4/2026 3:12:13 PM Signing Complete Security Checked 3/4/2026 3:12:19 PM Completed Security Checked 3/4/2026 3:12:20 PM 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. 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