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HomeMy WebLinkAboutAgreement - Geocon Consultants, Inc. - Signed: 2026-03-25City of Gilroy Agreement/Contract Tracking Today’s Date: March 25, 2026 Your Name: Pamela Brown Contract Type: Services over $5k - Contractor - ENG OR DESIGN Phone Number: 408-846-0259 Contract Effective Date: (Date contract goes into effect) 4/1/2026 Contract Expiration Date: 6/30/2026 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) GeoCon Consultants 6671 Brisa Street Livermore, CA 94550 Taxpayer ID: 33-0337907 Signer’s Name/Title: Shane Rodacker Contract Subject: (no more than 100 characters) Santa Teresa Fire Station - Geocon Testing Contract Amount: (Total Amount of contract. If no amount, leave blank) 10780 By submitting this form, I confirm this information is complete: ➢ Date of Contract ➢ Contractor/Consultant name and complete address ➢ Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢ Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢ Taxpayer ID or Social Security # and Contractors License # if applicable ➢ Contractor/Consultant signer’s name and title ➢ City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • Informal bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • Formal Bid • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • Vendor selection at discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if sole proprietor or partner) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • Informal Bid/RFP quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • Vendor selection at the discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to at least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to a list of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal RFP/RFQ • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONTRACTOR) This AGREEMENT made this 25 day of March, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Geocon Consultants, Inc, having a principal place of business at 6671 Brisa Street, Livermore, CA 94550. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 13, 2026 and will continue in effect through June 30, 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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -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 $10,780.00. 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 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -3- 4835-2267-0361v1 LAC\04706083 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. As to professional 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, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions 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. 2. As to other 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; 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 Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least 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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -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 the 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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -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: Geocon Consultants, Inc. CITY OF GILROY By: By: Name: Shane Rodacker Name: John Doughty Title: Vice President Title: Public Works Director Social Security or Taxpayer Identification Number 33-0337907 Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Adam Knox, 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, Ryan Osenton 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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Ryan Osenton City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Adam Knox Geocon Consultants, Inc 6671 Brissa Street Livermore, CA 94550 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: CEB63D44-DC91-83F2-8267-9221C1D46E69 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES This project consists of providing all labor, materials, equipment, and services necessary for the below listed tests to be performed at the new Santa Teresa Fire Station location, located at 1330 W Luchessa Drive, Gilroy, CA 95020. Geocon performed some initial site tests when the Santa Teresa Fire Station Project was beginning. The orientation of the fire station has since changed, which has created a need for additional field investigation for the site based on the updated site plan and conceptual grading plan. The project also requires percolation data testing from the northeast corner of the site. Based on the above items, Geocon will perform the following scope of services: • Review the latest project site and grading plans to finalize exploration locations. • Perform a site reconnaissance to review project limits, evaluate equipment access and mark out subsurface exploration locations for subsequent utility clearance. • Notify subscribing utility companies via Underground Service Alert (USA) a minimum of 48 hours (as required by law) prior to performing exploratory excavations at the site. • Retain the services of a California C57-licensed drilling subcontractor to perform soil borings with a two-wheel-drive, truck-mounted rig. • Drill up to three soil borings using a two-wheel drive, truck-mounted drill rig equipped with solid flight augers to depths of approximately 20 feet or less. Geocon anticipates the soil borings will be completed within one half working day during daylight hours, Monday through Friday. Final locations and depths of explorations may be modified in the field, as needed. Geocon will maintain a field engineer or geologist to observe and sample the prevailing soils conditions. Borehole percolation testing will be performed in one of the borings as outlined below. • Fit the percolation test borehole with perforated PVC standpipe and backfill with gravel. The hole will then be pre-saturated (filled) with domestic water then subjected to percolation trials wherein the water level in the borehole is recorded at time int ervals after filling. Upon the conclusion of testing, the standpipe will be removed, and the borehole will be topped with compacted soil cuttings. Geocon assumes percolation testing will require a return visit to the site the day after drilling operations. Log the soils encountered in the borings in accordance with the Unified Soil Classification System and collect representative samples that will be returned to our laboratory for further examination and testing. • Backfill any boreholes with compacted cuttings. Excess soil cuttings will be spread onsite near each borehole. • Perform laboratory tests on selected samples to evaluate pertinent geotechnical parameters. Laboratory testing assignments will be based on the soils conditions encountered in our field Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -2- 4835-2267-0361v1 LAC\04706083 exploration; testing for in-situ dry density and/or moisture content, gradation, plasticity, expansion potential, and unconfined compressive strength may be performed. • Update existing draft geotechnical report to incorporate the results of supplemental field exploration and percolation test results. Geocon will submit a draft report for review followed by one electronic copy (PDF format) of the final report. Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Contractor will have access to begin work at the site beginning on Monday, April 13, 2026. Work will continue until the testing is completed by June 30, 2026. Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE Contractor will provide one invoice for this project at the time of completion. All prices are estimates per invoice. The total cost of the project will be $10,780.00. Invoice #1 Total Testing Costs $10,780 Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 6671 Brisa Street ■ Livermore, California 94550 ■ Tel (925) 371-5900 Project No. E9213-04-06 March 20, 2026 City of Gilroy 7351 Rosanna Street Gilroy, California 95020 Attention: Mr. Ryan Osenton Subject: SANTA TERESA FIRE STATION SOUTHEAST CORNER OF WEST LUCHESSA AVENUE AND MILLER AVENUE GILROY, CALIFORNIA REQUEST FOR CHANGE ORDER NO. 1: SUPPLEMENTAL FIELD INVESTIGATION Dear Mr. Osenton: We have prepared this request for change order to accommodate supplemental field investigation for the planned Santa Teresa Fire Station in Gilroy, California. Based on the updated site plan and conceptual grading plan that you recently provided, additional field investigation will be needed. We understand the project civil engineer has requested percolation data for the northeast corner of the site. Additionally, the fire station building footprint has been shifted to the western margin of the site. Based on the discussion above, we propose the following scope of services:  Review the latest project site and grading plans to finalize exploration locations.  Perform a site reconnaissance to review project limits, evaluate equipment access and mark out subsurface exploration locations for subsequent utility clearance.  Notify subscribing utility companies via Underground Service Alert (USA) a minimum of 48 hours (as required by law) prior to performing exploratory excavations at the site.  Retain the services of a California C57-licensed drilling subcontractor to perform soil borings with a two-wheel-drive, truck-mounted rig.  Drill up to three soil borings using a two-wheel drive, truck-mounted drill rig equipped with solid flight augers to depths of approximately 20 feet or less. We anticipate that our soil borings will be completed within one half working day during daylight hours, Monday through Friday. Final locations and depths of our explorations may be modified in the field, as needed. Geocon will maintain a field engineer or geologist to observe and sample the prevailing soils conditions. Borehole percolation testing will be performed in one of our borings as outlined below.  Fit the percolation test borehole with perforated PVC standpipe and backfill with gravel. The hole will then be pre-saturated (filled) with domestic water then subjected to percolation trials wherein the water level in the borehole is recorded at time intervals after filling. Upon the conclusion of testing, the standpipe will be removed, and the borehole will be topped with compacted soil cuttings. We have assumed percolation testing will require a return visit to the site the day after drilling operations. Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 Proposal No. E9213-04-06 - 2 - March 20, 2026  Log the soils encountered in the borings in accordance with the Unified Soil Classification System and collect representative samples that will be returned to our laboratory for further examination and testing.  Backfill our boreholes with compacted cuttings. Excess soil cuttings will be spread onsite near each borehole.  Perform laboratory tests on selected samples to evaluate pertinent geotechnical parameters. Laboratory testing assignments will be based on the soils conditions encountered in our field exploration; testing for in-situ dry density and/or moisture content, gradation, plasticity, expansion potential, and unconfined compressive strength may be performed.  Update our existing draft geotechnical report to incorporate the results of our supplemental field exploration and percolation test results. We will submit a draft report for your review followed by one electronic copy (PDF format) of our final report. PROPOSED FEES We propose to perform the scope of services outlined above on a time-and-materials basis for an estimated fee of $10,780. Our services will be provided in accordance with the terms of our existing project agreement. If unforeseen conditions are encountered, or if we experience delays or circumstances beyond our control, we will notify you immediately to discuss modifications to the scope of services and/or project fees. ASSUMPTIONS AND LIMITATIONS We assume the following:  The client will coordinate site access/permission to enter the site.  Exploration locations are accessible with a two-wheel-drive, truck-mounted drill rig.  Permits beyond those discussed herein will not be required.  The scope of services detailed in this proposal does not include the evaluation or identification of environmental contamination.  Site plans provided for our use will show the locations of all underground utility lines and structures. We will not be responsible for damage to any such lines or structures that are not shown accurately on the plans provided to us, or properly marked by utility companies.  The site will be fully accessible such that same day work delays due to restricted access will not be encountered and return trips will not be required.  Prevailing wage requirements will apply to our driller and to our engineer or geologist obtaining soil samples, and to our private utility locator (if applicable). Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69 Proposal No. E9213-04-06 - 3 - March 20, 2026 AUTHORIZATION If you are in agreement with the scope of services and estimated fee outlined herein, please forward the appropriate authorization or contract documents for our review and execution. Our services will be performed on a time-and-materials basis in accordance with the terms and conditions of our existing on-call agreement. We appreciate the opportunity to continue our professional services on the Santa Teresa Fire Station project. Please contact us if you have any questions regarding this correspondence or if we may be of further service. Sincerely, GEOCON CONSULTANTS, INC. Adam Knox, PE Shane Rodacker, GE Project Engineer Vice President (1/e-mail) Addressee Docusign Envelope ID: CEB63D44-DC91-83F2-8267-9221C1D46E69