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HomeMy WebLinkAboutAgreements - Ross Recreation Equipment, Inc. - Contract No. 26PW0027 - Signed: 2026-03-04City 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 Ross Recreation Equipment, Inc. Contract Subject: (no more than 100 characters) Contract Amount: (Total Amount of contract. If no 54347 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: 04403835-952D-4184-BFD6-EAB12D357E07 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONTRACTOR) This AGREEMENT made this 3rd day of March, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Ross Recreation Equipment, Inc., having a principal place of business at 100 Brush Creek Road #206 Santa Rosa, CA 95404. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on March 3, 2026 and will continue in effect through December 31, 2026 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: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -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 $54,347.00, plus 10% contingency. 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: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -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 1. To the fullest extent permitted by law, CONTRACTOR shall indemnify, hold harmless, and defend the CITY, its officers, , employees, agents, and representatives from and against any and all claims, demands, causes of action, suits, losses, liabilities, damages, judgments, and expenses (including reasonable attorneys’ fees and costs) arising out of or resulting from the negligent or wrongful acts or omissions of CONTRACTOR , its officers, employees, subcontractors, or agents in the performance of services under this Agreement. 2. This indemnity obligation shall not apply to the extent that such claim, loss, or liability is caused by the sole negligence or willful misconduct of the CITY. 3. For purposes of this section, “agents” and “representatives” of CONTRACTOR shall mean persons or entities acting on behalf of and under the direction or control of CONTRACTOR in connection with the services provided under this Agreement. 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; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -4- 4835-2267-0361v1 LAC\04706083 limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONTRACTOR must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, 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. 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. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -5- 4835-2267-0361v1 LAC\04706083 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. 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 Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -6- 4835-2267-0361v1 LAC\04706083 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 assumption of CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the 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 Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -7- 4835-2267-0361v1 LAC\04706083 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. 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. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver 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: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5 680103540 Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS V. 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 Casey Hilbert, 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. VI. NOTICE TO PROCEED/COMPLETION OF SERVICE I. 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, John Sousa 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”. J. 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. VII. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. VIII. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -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. IX. 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: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -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: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: John Sousa City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Casey Hilbert Ross Recreation Equipment, Inc. 100 Brush Creek Rd, #206 Santa Rosa, CA 95404 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. J. PREVAILING WAGE REQUIREMENTS CONTRACTOR agrees and acknowledges that it is its obligation to determine whether, and to what extent, any work performed under this Agreement is subject to any codes, ordinances, Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -5- 4835-2267-0361v1 LAC\04706083 resolutions, rules or other regulations or established policies of CITY, and the laws of the State of California and the United States, including, without limitation, the California Labor Code and Public Contract Code, relating to public contracting and prevailing wage requirements (hereinafter referred to as “Prevailing Wage Laws”). If this Agreement is subject to the payment of prevailing wages pursuant to Article 5.A, then the following requirements apply: CONTRACTOR shall fully comply with, and ensure that all workers and/or subcontractors fully comply with, all applicable Prevailing Wage Laws, including, but not limited to, those identified herein. CONTRACTOR and all subcontractors performing such Services shall: pay prevailing wages (Lab. Code, § 1771); pay any wages owed, and be subject to penalties, if prevailing wages are not paid (Lab. Code, § 1775); register with the California Department of Industrial Relations and maintain registration for the duration of this Agreement and require the same of any workers and/or subcontractors, as applicable (Lab. Code, §§ 1725.5, 1771.1); satisfy payroll record reporting requirements (Lab. Code, §§ 1771.4, 1776); satisfy prevailing wage requirements specific to apprentices (Lab. Code, § 1777.5), take notice that eight hours constitutes a legal day’s work (Lab. Code, § 1810); take notice that liability exists for violating wage and hour laws. (Lab. Code, § 1813); take notice that copies of current prevailing rates are available online at the website of the California Department of Industrial Relations (https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm) and copies of prevailing rates relevant only to apprentices are also available online (https://www.dir.ca.gov/OPRL/pwappwage/PWAppWageStart.asp); and any other applicable requirement of the Prevailing Wage Laws, notwithstanding their omission here, including California Labor Code Sections 1720 et seq. and 1770 et seq. and the regulations thereunder. CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any failure or alleged failure of any person or entity (including CONTRACTOR, its workers, and/or subcontractors) to comply with Prevailing Wage Laws, including, without limitation, paying prevailing wages as required by law, complying with other applicable provisions of Labor Code sections 1720 et seq. and 1770 et seq., and implementing regulations of the Department of Industrial Relations, in connection with the performing of Services required pursuant to this Agreement. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Project Location: El Roble Park 7550 Wren Avenue Gilroy, CA 95020 Contractor to: Perform site visit to determine dimensions of each installation. Assist with determining the best layout for existing play structures and locations identified by City of Gilroy staff. Provide materials and installation as quoted (Quote # 00047126, under NPP Cooperative Purchasing Program Contract: # PS25610) and per each manufacturer's installation specifications, guidelines, and standard footing details. Installation includes the layout of the equipment, post- footing excavation based on the manufacturer's standard footing details and specifications, concrete for footings, and completed assembly and installation of the purchased materials. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Work to be performed by December 31, 2026. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE Each job to be invoiced and paid within 30 days of satisfactory completion of specific job through the end of the contract period. All billing to be itemized. Total contract not to exceed $54,347.00, plus 10% contingency ($5,434.70) for unforseen work for maximum total of $59,781.70. Docusign Envelope ID: 54DA95A3-F3D1-49A0-AD6F-9D8CC26B76A5Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 Docusign Envelope ID: 04403835-952D-4184-BFD6-EAB12D357E07 Certificate Of Completion Envelope Id: 04403835-952D-4184-BFD6-EAB12D357E07 Status: Completed Subject: Complete with Docusign: Contract Process Form for eSignature.pdf, Agreement for Services with R... Source Envelope: Document Pages: 39 Signatures: 7 Envelope Originator: Certificate Pages: 5 Initials: 0 Sheila Castillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Sheila.Castillo@cityofgilroy.org IP Address: 66.189.161.134 Record Tracking Status: Original 3/4/2026 12:59:02 PM Holder: Sheila Castillo Sheila.Castillo@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 1:06:46 PM Viewed: 3/4/2026 2:10:11 PM Signed: 3/4/2026 2:11:35 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 2:11:38 PM Viewed: 3/4/2026 2:15:36 PM Signed: 3/4/2026 2:16:23 PM Electronic Record and Signature Disclosure: Accepted: 3/4/2026 2:15:36 PM ID: 710c1290-ff5b-4426-8433-7de4039e5e48 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 2:16:26 PM Viewed: 3/4/2026 2:44:37 PM Signed: 3/4/2026 2:45:20 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 2:45:22 PM Viewed: 3/4/2026 3:13:09 PM Signed: 3/4/2026 3:13:14 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 3:13:17 PM Viewed: 3/4/2026 4:10:43 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Sheila Castillo Sheila.Castillo@cityofgilroy.org Security Level: Email, Account Authentication (None) Sent: 3/4/2026 3:13:17 PM Resent: 3/4/2026 3:13:19 PM Viewed: 3/4/2026 3:20:20 PM Electronic Record and Signature Disclosure: Accepted: 6/5/2025 3:26:41 PM ID: 39f95b2b-a087-482d-a320-e10ed43517b9 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/4/2026 1:06:46 PM Envelope Updated Security Checked 3/4/2026 1:34:46 PM Certified Delivered Security Checked 3/4/2026 3:13:09 PM Signing Complete Security Checked 3/4/2026 3:13:14 PM Completed Security Checked 3/4/2026 3:13:17 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. 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. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. 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: Andy Faber, Sheila Castillo 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. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Gilroy: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: scott.golden@cityofgilroy.org To advise City of Gilroy of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at scott.golden@cityofgilroy.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Gilroy To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to scott.golden@cityofgilroy.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Gilroy To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to scott.golden@cityofgilroy.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Gilroy as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Gilroy during the course of your relationship with City of Gilroy.