Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agreement - PROs Consulting - Signed 2026-05-29
City of Gilroy Agreement/Contract Tracking Today’s Date: May 29, 2026 Your Name: Kylie Katsuyoshi Contract Type: Services over $5k - Consultant Phone Number: 408-846-0267 Contract Effective Date: (Date contract goes into effect) 4/6/2026 Contract Expiration Date: 12/31/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) PROS Consulting, Inc Contract Subject: (no more than 100 characters) Recreation Division Assessment – 26-RFP-AD-531 Contract Amount: (Total Amount of contract. If no amount, leave blank) $224,918.00 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Department Head Risk Manager City Attorney Approval As to Form City Administrator (if needed) City Clerk Attestation Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 29th day of May, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: PROs Consulting, Inc, having a principal place of business at 10664 S. Indian Wells Drive, Goodyear, AZ 85338. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 6, 2026 and will continue in effect through December 31, 2027 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT 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 CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT 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. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A.Specific Services CONSULTANT 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 CONSULTANT 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 CONSULTANT’S services. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -2- C.Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT 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 CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A.Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $224,918.00. B.Invoices CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -3- responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’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 CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT 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 CONSULTANT or CONSULTANT’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, CONSULTANT 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 CONSULTANT or CONSULTANT’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, CONSULTANT 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, Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -4- 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 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, CONSULTANT 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, CONSULTANT 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 CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -5- ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’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 CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’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 CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT 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 CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT 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 CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -6- may have, CONSULTANT 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 CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT 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, CONSULTANT, at the CONSULTANT’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 CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT 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 CONSULTANT’s duties by any new consultant 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 CONSULTANT 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. CONSULTANT 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 CONSULTANT 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 CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -7- C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT 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, CONSULTANT 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 CONSULTANT 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 CONSULTANT and that no person associated with CONSULTANT 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 CONSULTANT 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: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -8- 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 CONSULTANT 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. CONSULTANT: CITY: PROS Consulting, Inc CITY OF GILROY By: By: Name: Michael Svetz Name: Matt Morley Title: Principal Title: City Administrator Social Security or Taxpayer Identification Number 35-1962892 Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -9- Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT 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, CONSULTANT agrees to assign Michael Svetz, 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, CONSULTANT 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 CONSULTANT shall commence the Services upon delivery to CONSULTANT 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, Kylie Katsuyoshi shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT 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 CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT 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 CONSULTANT as provided for in Article 4 of this Agreement. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -2- Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT 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 CONSULTANT 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 CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT 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 CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT 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 CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT 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 CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), 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 CONSULTANT, 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: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -3- D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT 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 CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT 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 CONSULTANT 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 CONSULTANT 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, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT 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: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -4- H. NOTICES. Notices are to be sent as follows: CITY: CONSULTANT: Kylie Katsuyoshi, Management Analyst Trainee City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Michael Svetz, Principal PROs Consulting 10664 S. Indian Wells Dr. Goodyear, Arizona 85338 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 CONSULTANT 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 CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, 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: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “B” SCOPE OF SERVICES The Consultant shall conduct a comprehensive and exhaustive analysis of the Division’s existing operations, service levels, offerings, staffing levels, and all other aspects of the Division's operations and services. The Scope of Work tasks and deliverables are provided below: Task 1: Project Initiation, Background Review, & Governance 1. Project Kickoff and Alignment a. Meet with City leadership, Recreation staff, and key stakeholders to understand goals and expectations. b. Confirm project goals, success metrics, decision making expectations, and overall project schedule. c. Confirm roles, responsibilities, communication protocols, and coordination procedures. 2. Background Document Review a. Collect and review existing City documents, including budgets, fee schedules, staffing structures, organization charts, prior plans and studies, participation data, facility condition information, and policies. b. Establish baseline conditions and identify key issues requiring further analysis in subsequent tasks. 3. Governance and CAPRA Alignment Review a. Review existing Recreation Division policies, procedures, and governance practices. b. Assess alignment with relevant National Recreation and Park Association Commission for Accreditation of Park and Recreation Agencies standards. c. Identify gaps, risks, and near-term improvement opportunities related to governance, planning, finance, human resources, risk management, and operations. 4. Deliverables a. Project work plan and schedule. b. Stakeholder map. c. Communications and engagement plan. d. CAPRA gap summary, noting which standards and fully/partially met and priority fixes. Task 2: Community Engagement and Needs Assessment 1. Engagement Strategy and Design a. Develop a community engagement strategy utilizing the IAP2 Spectrum of Public Participation Model in alignment with the goals of the Recreation Division Assessment. b. Design and administer a mixed-methods engagement approach that includes a statistically valid resident survey, intercept or on-site surveys, focus groups (youth, seniors, underserved areas, etc.) and partner interviews. c. Coordinate with City staff to confirm target audiences, outreach methods, and engagement timing. d. Ensure the engagement approach reflects National Recreation and Park Association survey guidance and best practices (sampling, admin modes, and actionable design requests). 2. Survey Administration and Data Collection Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- a. Administer a statistically valid resident survey of at least 375 resident households in coordination with ETC Institute. b. Conduct intercept or on-site surveys at recreation facilities, programs, and events as appropriate. c. Facilitate focus groups with key populations, including youth, seniors, underserved communities, and program participants to ensure representation from diverse community groups. d. Conduct interviews with partner organizations and service providers. 3. Community Needs and Satisfaction Analysis a. Collect and analyze community input related to satisfaction, unmet needs, participation barriers, and desired future services. b. Evaluate results by demographic characteristics and geography where data allows. c. Identify key themes related to access, affordability, program availability, and service gaps. 4. Deliverables a. Engagement plan and instruments (survey tools, discussion guides). b. Engagement finding report: Satisfaction, unmet needs, barriers (cost, location, time, language), priorities by demographic and geography. c. Updated needs assessment report. Task 3 – Staffing and Organization Assessment 1. Organizational Structure and Role Alignment a. Review and analyze the Recreation Division organizational structure, reporting relationships, supervisory assignments, and decision-making authority. b. Assess and analyze role clarity across full-time, part-time, seasonal, and contract positions. c. Evaluate and analyze spans of control, layering, and functional alignment relative to current programs, facilities, and administrative responsibilities. d. Identify structural strengths and inefficiencies affecting accountability, service quality, and staff workload. 2. Workload, Scheduling, and Service Capacity Analysis a. Evaluate staffing workloads by functional area, program type, and service delivery model. b. Review scheduling practices, coverage requirements, and seasonal staffing patterns. c. Assess the alignment between staffing capacity and program demand, facility utilization, and peak service periods. d. Identify operational stress points where staffing capacity limits service delivery or program quality. This task will also provide a cursory review of 3. Staffing Benchmarking and Comparative Analysis. a. Benchmark staffing levels and ratios against National Recreation and Park Association and California Park and Recreation Society peer agencies. b. Compare staffing on a per capita basis and, where applicable, per program, per facility, or per service category. c. Evaluate how Gilroy’s staffing model compares to peers with similar population size, service mix, and organizational structure. d. Identify gaps between current staffing levels and industry benchmarks. 4. Workforce Development and Succession Planning a. Review training practices, onboarding processes, and professional development opportunities. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- b. Assess supervisory capacity and readiness for staff development. c. Identify workforce development priorities tied to current and future service needs. d. Identify workforce development needs and succession planning needs across all staffing levels. e. Evaluate succession planning risks related to key roles, institutional knowledge, and long- term organizational stability. 5. Staffing Strategy and Recommendations a. Develop staffing recommendations that address identified gaps, workload pressures, and organizational inefficiencies. b. Identify no cost, low cost, and investment level staffing strategies. c. Evaluate alternative service delivery options where appropriate, including contracted or partnered models. d. Align staffing recommendations with financial, operational, and implementation considerations. 6. Deliverables a. Organization assessment memo with options (no-cost, low-cost, investment scenarios), updated organizational chart, role definitions, and training plan. b. Peer benchmark table (City vs NRPA medians/quartiles) Task 4 – Financial Analysis, Cost Recovery, and Fee Policy (Rewritten/reformatted for uniformity) Project Partner 110% will develop a comprehensive Financial Sustainability Strategy. The process consists of the following three key focus areas: 1. Education and Training 2. Financial Analysis 3. Strategies and Recommendations Education and Training Financial Sustainability 101 – Staff & Board Workshops: These workshops offer a comprehensive overview of the Financial Sustainability Strategy Process, an explanation about why the Department would choose to engage in this effort, and how the outcomes will positively affect service delivery and quality. An introduction to financial management and cost recovery, the merits of revenue generation, how to think differently about spending/ investing taxpayer dollars, and the importance of a sound financial strategy are among the topics covered. Service Category Development Workshop: The Department’s pre-determined Service Category Development Team will work alongside 110% to develop service categories which represent all organizational services. A workshop will be led offering information and insights about service category development, the differences between services, service areas, and service categories as well as resources to support the development of categories will be provided to the team to assist in the development of categories and definitions. This is a critically important step in the development of a financial sustainability strategy that has a heightened opportunity for effectiveness. Beneficiary of Service – Staff, Commission & Council Representatives Work Sessions: These interactive virtual work sessions allow staff, Parks & Recreation Commission, and City Council members an opportunity to rank the Department’s service categories starting from those determined to align most with the “common good” to services which are more “exclusive.” By ranking all service categories from “common good Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- services” in contrast to those providing the “exclusive benefit,” your organization will begin to connect the dots between those services that should receive the greatest subsidy (common good services) in contrast to those that may receive little to no subsidy (exclusive services). Financial Analysis Cost of Service Analysis – Operating: The cost-of-service analysis identifies the Department’s total cost-of- service delivery by thoroughly reviewing and analyzing all expenses and participation/use data provided for the study period. 110% will work closely with the Department’s data gathering team to ensure that all expenses and services are identified, and to develop meaningful service, facility, and park areas to appropriately attribute expenses to services. The result is a clear picture of your total cost -of-service which will guide the development of cost recovery/subsidy investment goals. Summary of Results: Results are calculated and presented by Service Categories and Service Areas, providing the Department with multiple views of the data to aid in the implementation of the Financial Sustainability Strategy. A more detailed view, with results broken down to the Sub Service Area level, is also provided in an excel file upon completion of the project. Expense Insights: Through this process, insight into where and how the Department utilizes its expense budget is developed. This review contributes to a holistic understanding of how the Department’s fiscal landscape plays a pivotal role in forecasting future performance and capital investment needs. Facility and Park Area Maintenance Expenses: Understanding the total maintenance expense of facility and park areas is critically important for decision-making about new infrastructure, budgeting appropriately to maintain a desired level of service, and for use in pricing services provided by the organization. Facility and park area expenses are developed as part of this process. Year-over-Year Performance: To the extent to which relevant data is available and usable, a comparative analysis of prior year-over-year performance will be conducted to show trends regarding revenues, expenditures, subsidies, and cost recovery performance. Strategies and Recommendations Cost Recovery/Subsidy Goal Setting: After completing the financial conditions analysis, the Department will set cost recovery/subsidy investment goals based upon current performance, analysis insights, and budget projections. At this point, the Financial Sustainability Strategy begins to take shape. Financial Sustainability Strategy & Alternatives: The Department’s Financial Sustainability Strategy is the foundation from which the organization builds its commitment to financial discipline. Strategy alternatives are valuable when performance deficiencies or alternative revenue generating opportunities exist, such as specific service areas like enterprise or business operations such as a golf course or water park. Alternatively, strategies might be based upon short-term (2-3 years) performance expectations in contrast to a longer-term timeframe (3- 5 years or beyond). Policy Development: The development of the Department’s Cost Recovery & Resource Allocation Policy will position the Department to address immediate financial challenges and long-term goals, such as infrastructure investments, cost recovery expectations, and scholarship strategy. Insights Into Action Work Session: A project team work session will offer methods and strategies for turning insights into action, providing guidance and suggested ways to use the data and information resulting from the overall process. Financial insights will assist staff in taking the steps needed for implementation such as a Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- pricing tutorial, cost reduction options, exploration of partnership opportunities, capital investment considerations, opportunities for continuing education for staff, advisory and policy making bodies, and other actions that may lead to greater community impacts and increased revenues. Continuous Improvement Recommendations: The Department’s financial wellbeing is the principal interest of this process. As such, a series of recommendations resulting from what was learned, observed, and heard throughout the process will be provided to the Department at the conclusion of the process. Recommendations for improvement may include incremental changes intended to improve performance over a period of time as well as breakthrough changes that are expected to create immediate and profound improvement in a more abbreviated timeframe. Benchmarking Analysis: Up to three identified organizations similar in size and services offered will be jointly determined for the benchmarking analysis. Areas for benchmarking consideration will primarily include service offerings, fee structures, and cost-recovery governance with the intention of being operational recommendations for improving the competitive position of the Department. The following requirements shall also be included in Task 4: 1. Financial Trends Analysis a. Conduct a 3–5 year trend analysis of Recreation Division financial performance, including: revenues, expenditures, subsidies, and cost recovery by program/facility. b. Identify financial patterns, variances, and long-term sustainability considerations based on historical data. 2. Cost Recovery and Resource Allocation Policy Development a. Develop a Cost Recovery and Resource Allocation Policy (e.g., Pyramid Method) to clarify service categories and define who benefits versus who pays. b. Align the policy with fee schedule and scholarship strategy. 3. Fee Benchmarking and Pricing Evaluation a. Benchmark the City’s current fees and cost-recovery targets against peer agencies (e.g., San Jose PRNS examples of fee/cost-recovery governance). b. Evaluate pricing structure, fee governance models, and scholarship/financial assistance strategies to support equitable access. 4. Revenue Enhancement and Funding Opportunities a. Identify opportunities to increase revenues, including fees, partnerships, sponsorships, and grants. b. Evaluate revenue-generating potential of existing and emerging programs. 5. Financial Sustainability Assessment a. Assess the financial sustainability of significant programs and facilities. b. Provide recommendations to improve long-term financial stability and align costs with service delivery realities. 6. Deliverables a. Financial analysis with revenue/expenditure trends and recommendations for cost recovery. b. Financial dashboard (trends, margins by line of business, subsidy per participant). c. Draft Cost Recovery Policy with category targets, methodology, and annual update process. d. Draft fee schedule adjustments and equity supports. Task 5 – Program and Service Portfolio Review (Lifecycle and Alignment) Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- 1. Program Inventory and Participation Analysis a. Compile a comprehensive inventory of recreation programs and services, including City provided, contracted, and partnered offerings. b. Analyze participation levels, registration trends, and utilization by program type and age group. c. Review and analyze demographic data served by programs where available. d. Identify participation trends and program areas experiencing growth, decline, or stagnation. 2. Community Needs and Service Gap Evaluation a. Compare existing programs and services to identified community needs and priorities from Task 2. b. Identify gaps in service by age group (e.g., adults, teens, seniors, adaptive, rec, etc.), program type, schedule, and location. c. Assess access considerations related to cost, timing, registration practices, and geographic availability. 3. Program Quality and Mission Alignment a. Evaluate program quality, consistency, and alignment with Recreation Division values and priorities, including equity, youth development, senior services, and inclusion. b. Review program objectives, outcomes, and performance expectations. c. Identify programs that strongly advance community benefit versus those with limited strategic alignment. 4. Program Lifecycle and Portfolio Analysis a. Conduct a program lifecycle assessment to classify programs as introduction, growth, maturity, or decline. b. Evaluate programs based on demand, equity impact, cost recovery, staffing requirements, and operational complexity. c. Identify programs that should be expanded, modified, partnered, sunset, or piloted. 5. Peer Comparison and Market Context a. Compare Gilroy’s program offerings to peer agencies to identify service gaps and opportunities. b. Evaluate scheduling balance, program mix, and service delivery models relative to comparable agencies. c. Identify opportunities to reduce duplication or improve coordination through partnerships. 6. Program Strategy and Recommendations a. Develop program specific recommendations addressing growth, modification, partnership, pricing, or discontinuation. b. Identify short term pilot opportunities and longer-term program adjustments. c. Align program recommendations with staffing capacity, financial sustainability, and facility availability. 7. Deliverables a. Program and services evaluation summary. b. Program portfolio matrix (demand, equity, cost recovery, lifecycle stage) with action recommendations and 12–24-month pilot plan. Task 6 – Equity, Access, and Inclusion 1. Participation and Access Analysis Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- a. Map recreation participation against community demographics. b. Analyze barriers related to cost, transportation, language, and digital access. 2. Pricing and Access Alignment a. Evaluate alignment between pricing, scholarships, and the cost recovery policy. b. Identify strategies to protect access for socioeconomically challenged populations. 3. Deliverables a. Equity action plan including but is not limited to sliding-scale/fee assistance model, outreach strategies, language access, mobile/ pop-up programs, and targeted pilots. Task 7 – Partnerships, Sponsorships, and Volunteers 1. Partnership and Agreement Review a. Inventory existing memoranda of understanding and agreements with schools, libraries, nonprofits, and leagues. b. Evaluate partnership performance and risk. 2. Partnership and Sponsorship Opportunities a. Identify new partnership models and shared use agreements. b. Develop a sponsorship and naming framework consistent with public ethics standards. 3. Volunteer Program Review a. Assess volunteer program structure and compliance practices. 4. Deliverables a. Partnership framework (criteria, templates, performance KPIs) b. Sponsorship policy outline with approval workflow Task 8 – Risk Management, Safety, and Operations Standards 1. Policy and Practice Review a. Review policies related to incident reporting, background checks, aquatic safety, youth safety, emergency plans, and insurance. b. Recommend standard operating procedures (SOPs) and training cadence; note relevant CAPRA standards. 2. Deliverable a. High level operations & safety compliance report with priority SOP updates and training calendar. Task 9 – Performance Measurement and Benchmarking 1. Performance Metric Development a. Build a key performance indicator scorecard aligned with National Recreation and Park Association and California Park and Recreation Society Agency Performance Review metrics (participation per capita, cost per participant, cost recovery, expenditures per capita/acre, maintenance metrics). 2. Data Collection and Reporting a. Define data collection cadence. b. Define public facing reporting practices. 3. Deliverables a. KPI dashboard & definitions; 12-month measurement plan and template quarterly report. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- Task 10 – Programmatic Mini-Studies 1. Program Cluster Structuring a. Organize Recreation Division offerings into the program clusters identified in the RFP. i. Adaptive Recreation. ii. Adult Sports/Activities. iii. Aquatics. iv. Contract Classes. v. Senior Services. vi. Youth Sports. vii. Summer Day Camps. viii. Volunteers ix. Reservations/Parks. x. Special Events (breakfast with Santa, bike to wherever day, cleanups, etc.). xi. Targeted Community Recreation Services (SCYTF/NSU). xii. Early Childhood Education (potentially). xiii. Fitness/Health (potentially). xiv. After School (potentially). b. Confirm program definitions, delivery models, and service objectives for each cluster. c. Identify which clusters are internally delivered, externally delivered, or hybrid. 2. Program Cluster Analysis - For each program cluster, PROS Consulting will:) a. Review staffing models, including City staffing levels, seasonal and part time use, and contract staffing. b. Evaluate alternative service delivery models currently in use or feasible for Gilroy. c. Assess program mix and scale relative to participation, demand, and operational capacity. d. Identify risk considerations associated with safety, supervision, liability, and compliance. e. Review fee strategies and cost recovery practices relative to affordability and access. f. Assess marketing practices and alignment with industry best practices. 3. Cross Cluster Findings a. Identify themes and patterns across program clusters related to staffing efficiency, financial performance, risk exposure, and service effectiveness. b. Highlight clusters that may benefit from restructuring, partnership, pricing adjustment, or operational refinement. 4. Deliverable a. Program Report Task 11 – SWOT Analysis 1. Synthesis of Program Findings a. Compile and synthesize findings from the program and service portfolio review and the programmatic mini studies. b. Focus analysis specifically on Recreation Division programs and services rather than system wide park planning. c. Identify patterns related to demand, access, staffing capacity, financial performance, and operational risk. 2. Program SWOT Development Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- a. Identify internal program strengths related to service quality, community value, participation, and operational effectiveness. b. Identify internal program weaknesses related to staffing constraints, cost recovery, delivery complexity, or sustainability. c. Identify external opportunities related to partnerships, pricing strategies, service model adjustments, or unmet community needs. d. Identify external threats related to financial pressure, staffing limitations, risk exposure, or changing demand. 3. Deliverable a. SWOT analysis document. Task 12 – Growth and Opportunity Identification 1. Opportunity Identification a. Identify short-term and long-term opportunities to expand or improve Recreation Division programs and services. b. Ground opportunities in findings from staffing, financial, program, facility, and equity analyses. c. Focus on opportunities that are realistic given staffing capacity, facilities, and financial constraints. 2. Partnership and Service Model Exploration a. Explore partnership models with schools, nonprofit organizations, private providers, and regional entities. b. Evaluate alternative service delivery approaches that could improve efficiency, access, or service quality. c. Identify opportunities to leverage partnerships to reduce risk or operational burden. 3. Sustainable Growth Strategies a. Recommend strategies that support sustainable service growth rather than unchecked expansion. b. Align growth opportunities with financial sustainability, cost recovery practices, and organizational capacity. c. Identify implementation considerations related to staffing, funding, and oversight. 4. Deliverable a. Growth opportunities report. Task 13 – Implementation Roadmap and Council Presentation 1. Synthesis of Findings a. Synthesize findings from all prior tasks into a single, comprehensive and cohesive assessment framework. b. Ensure recommendations reflect operational, financial, staffing, facility, and equity considerations. c. Confirm internal consistency across program, facility, and financial recommendations. 2. Recommendation Prioritization a. Develop clear, prioritized recommendations based on impact and feasibility. b. Identify recommended timing, responsible parties, cost, and resource implications. c. Align recommendations with City decision making and budget processes. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- 3. Implementation Roadmap Development a. Prepare a phased implementation roadmap organized by short term, midterm, and longer-term actions. b. Identify decision points, dependencies, and sequencing considerations. c. Include planning level cost ranges and potential funding sources where applicable. 4. Policy and Framework Development a. Draft recommended policy updates related to cost recovery, partnerships, sponsorships, and fee schedules. b. Ensure policy recommendations are practical and aligned with City operations. 5. City Council and Stakeholder Presentation a. Prepare briefing materials and presentation content suitable for City Council consideration. b. Present findings and recommendations to City Council and community stakeholders. c. Support City staff in communicating key outcomes and implementation steps. 6. Deliverables a. Draft Report for staff review. b. Final report (executive summary and detailed appendices: benchmarks, inventories, engagement findings). c. Phased implementation roadmap (0–6, 6–18, 18–36 months) with budget ranges and decision gates. d. Slide deck and talking points for Council. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “C” MILESTONE SCHEDULE Below is the draft milestone schedule and the estimated dates for completion. Task Scope and Task Start Month End Month Duration Weeks Task 1 Project Initiation/Mgmt., Background Review, and Governance June-26 May-27 52 Task 2 Community Engagement and Needs Assessment June-26 Aug-26 12 Task 3 Staffing and Organization Assessment June-26 Aug-26 12 Task 4 Financial Analysis, Cost Recovery, and Fee Policy June-26 Nov-26 24 Task 5 Program and Service Portfolio Review June-26 Nov-26 24 Task 6 Equity, Access, and Inclusion June-26 Nov-26 24 Task 7 Partnerships, Sponsorships, and Volunteers June-26 Nov-26 24 Task 8 Risk Management, Safety, and Operations Standards June-26 Nov-26 24 Task 9 Performance Measurement and Benchmarking Nov-26 Jan-27 12 Task 10 Programmatic Mini Studies Nov-26 Feb-27 16 Task 11 Program Focused SWOT Analysis Dec-26 Feb-27 12 Task 12 Growth and Opportunity Identification Dec-26 Feb-27 12 Task 13 Implementation Roadmap and City Council Presentation Mar-27 May-27 12 Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE CONSULTANT will submit invoices to CITY for each month in which work is performed, no more frequently than once per month, but no less than once per quarter. Invoices shall identify which project task each payment applies to. Payment is due within 30 days from the date the approved invoice is received by CITY. In no event shall the total compensation paid to CONSULTANT exceed $224,918.00. Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B 02/11/2026 Sycamore Insurance Associates LLC 999 Ohio Street Terre Haute IN 47807 Hannah Taylor (812) 242-1414 (812) 242-2042 htaylor@sycamoreins.com PROS Consulting Inc. 35 Whittington Drive Suite 300 Brownsburg IN 46112 Hartford 00914 CL2621107880 A Y 36SBAAQ6552 03/01/2026 03/01/2027 2,000,000 500,000 10,000 2,000,000 4,000,000 4,000,000 A 36SBAAQ6552 03/01/2026 03/01/2027 2,000,000 A 10,000 Y 36SBAAQ6552 03/01/2026 03/01/2027 3,000,000 3,000,000 A N 36WECIC9016 04/02/2026 04/02/2027 1,000,000 1,000,000 1,000,000 A Professional Liabiltiy Retroactive Date 5/24/2003 36PG0288700 03/01/2026 03/01/2027 Aggregate Limit $2,000,000 Per Occurrence Limit $2,000,000 Retention $10,000 The City of Gilroy, its officers, officials and employees are additional insured with respect to general liability as required by contract per attached Form SS0008. See Page 12 of 24. Umbrella is follow form. City of Gilroy, its officers, officials and employees 7351 Rosanna St Gilroy CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B Docusign Envelope ID: 3E224AA7-936F-8B06-8074-B8E8D7B7397B