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HomeMy WebLinkAboutAgreement - 2ndNature Software - Signed 2026-07-01City of Gilroy Agreement/Contract Tracking Today’s Date: June 9, 2026 Your Name: Pamela Brown Contract Type: Services over $5k - Consultant Phone Number: 408-846-0259 Contract Effective Date: (Date contract goes into effect) 7/1/2026 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name and Address: Nicole Beck 2NDNATURE SOFTWARE INC & 2NDNATURE SOFTWARE LLC 500 Seabright Ave Santa Cruz, CA 95062 Contract Subject: (no more than 100 characters) NPDES Software License Renewal for Contract # 21PW1225 Contract Amount: (Inclusive of Orig. and all amendment amounts) 63832.50 By submitting this form, I confirm this information is complete: ☒Procurement method per City Purchasing Policy followed (including Special Policies such as Local Vendor Preference and Wage Theft) ☐AB339, Bargaining Group was notified on_________________ (Write ‘N/A’ if not applicable) ☒Item is budgeted in Org/Obj_1005540-51630________________ ☒Terms of the agreement (start date and completion dates or “until project completion”, cap of compensation to be paid) ☐Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ☐W-9 (Taxpayer ID or SS#) and Contractor License # if applicable ☒Insurance (Certificate and Endorsement Pages) ☒Contractor/Consultant signature, 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: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 Term 3-Quote Form Request for Proposal (RFP) Bid Cooperative Contract Piggyback Single Source Sole Source Public Works * Only one supplier exists for this good or service. How will I justify the purchase from this supplier? New construction, alteration, major repair or improvement of any public structure, building, road or other public improvement including drainage, water, sewer systems, lighting and signaling systems. Excludes maintence required to preserve public improvement . Definition What is the best price I can find by soliciting three different quotes? Here is what we wish to accomplish, the qualifications, specifications, time frames, and other requirements. How would you complete the job for us and at what price? Here is exactly what we need to have done, the qualifications, specifications, time frames, and requirements that must be met. What is the price? Is there an existing contract that has been awarded as the result of a competitive procurement process that can meet our needs? Using another agency's already negotiated pricing and terms to purchase goods/service There are multiple suppliers for this, but how can I justify purchasing from just one that I select without competition required by the municipal code? Dollar Threshold $0 - $4,999 $5,000 - $49,999 $50,000 - $99,999 $100,000 +under $220K over $220K or Design/Build projects over $1 mil Purchasing Authority Staff Department Head City Adminstrator City Council City Council City Council Procurement Method quote is not needed but dept is encouraged to price shop 3-quote form, Informal RFP, Cooperative, Piggyback Informal RFP, Cooperative, Piggyback Formal BID, RFP, Cooperative, Piggyback 3-quote form Formal BID, RFP, RFQ/P Documentation needed Vendor invoice 3-quote form Informal RFP Formal BID, RFP 3-quote form Formal BID, RFP, RFQ/P Obtain Bid, RFP, RFQ # from Purchasing no no yes yes no yes Advertisement required no no City website City website and newspaper no City website and newspaper Lowest bid or best value lowest bid or best value with justification lowest bid or best value with justification best value lowest bid lowest bid or best value with justification lowest bid (best value can be used for Design/Build) Payment method Pcard or check request PO or Contract PO or Contract PO or Contract PO or Contract PO or Contract Contract splitting into smaller components to determine a different purchase authority is NOT ALLOWED. Public Works *Goods and Services (General and Professional) City of Gilroy Procurement Quick Reference Services with a value of $10,000 or more requires a written contract on City template. This is not a substitute for the full Purchasing Policy Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 1 SOFTWARE AS A SERVICE (SAAS) AGREEMENT This software as a service license agreement (“Agreement“) is between the City of Gilroy, CA(“Client”) and 2NDNATURE Software Inc. located at 500 Seabright Ave #205, Santa Cruz, California 95062 (“2N”) and is effective as of July 1, 2026 (“Effective Date”). The parties hereby agree as follows: 1. Access and Restrictions. 1.1 Subject to the terms of this Agreement, 2N grants to Client a limited, non-exclusive, non-transferable right during the Term to allow its Users (defined below) to access and use the online software applications described in Exhibit A of this Agreement (“2N Software”) solely for Client’s internal business purposes and may provide other services necessary for productive use of the 2N Software, including the provision of software updates, bug fixes, data monitoring, and technical support (“Support Services”). “User” means any Client employee, contractor, or agent, or any other individual or entity authorized by the Client to access and use the 2N Software. Client’s rights to access the 2N Software will be limited to those expressly granted in this Agreement, and 2N reserves all other rights, title, and interest therein. 1.2 Restrictions. Client is responsible for all activities conducted under its and its Users’ logins on the 2N Software. Client shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the 2N Software, or any part thereof, or use it for the benefit of any third party, or make it available to anyone other than its Users; (ii) send or store any personally identifiable information (PII); (iii) send or store infringing or unlawful material; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the 2N Software or the data contained therein; (vi) modify, copy or create derivative works based on the 2N Software, or any portion thereof; (vii) access the 2N Software for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the 2N Software the name of 2N and any copyright or other notices appearing in or on the 2N Software or which may be required by 2N at any time. 1.3 Professional Services. Additional professional services related to the initial set-up and ongoing use of the 2N Software such as training, data import/export, will be set forth and billed at 2N’s current time and materials rates. The City has requested additional professional services to support the technical implementation and set up for Trash Compliance and Asset Management. Exhibit B includes the scope of services, budget and timeline requested. 2. Term and Termination. 2.1 Term. The term of this Agreement is stated in Exhibit A. 2.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured within thirty (30) calendar days after written notice Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 2 of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice. 2.3 Effect of Termination. Upon termination or expiration of this Agreement: (a) Client's right to access and use the 2N Software shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party in its possession; and (c) 2N shall make Client Data available for export in a standard format for a period of thirty (30) days following termination, after which 2N may delete all Client Data. Sections 3, 4 (for amounts accrued), 5, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement. 3. Proprietary Rights 3.1 2N Rights. Except for the rights expressly granted under this Agreement, 2N retains all right, title, and interest (including all related intellectual property rights) in and to the 2N Software, and all other products, works, software and technology created, used, or provided by 2N in connection with this Agreement. 3.2 Client Data. All right, title and interest in and to the Client Data is owned exclusively by Client and Client may use the 2N Software to create reports and other data exports as needed for the Client internal business purposes. Client grants 2N a non-exclusive, royalty-free license to use, process, and store Client Data solely to the extent necessary to provide the 2N Software and Support Services to Client. 2N may use anonymized and aggregated Client Data for the purpose of improving the 2N Software, provided that such data does not identify Client or any individual. 4. Fees. Client will pay 2N the annual subscription fee as stated in Exhibit A for access to the 2N Software, Set- Up Services, and Support Services (“Subscription Fee”). Client shall pay the Subscription Fee within thirty (30) days of execution of this Agreement. Client shall pay 2N the Subscription Fee for any renewal term within thirty (30) days of the start of such renewal term. Should the Agreement be renewed beyond the original Term, 2N reserves the right to increase the Subscription Fee for any Renewal Term, provided that (i) 2N provides Client with at least sixty (60) days' prior written notice of any fee increase before the start of the applicable Renewal Term, and (ii) no such increase shall exceed five percent (5%) of the then-current Subscription Fee per Renewal Term without Client's prior written consent. Client agrees to pay all sales, use, value-added, goods and services, consumption, withholding, excise and any other similar taxes or government charges, exclusive of 2N’s income taxes. 2N shall invoice Client for Professional Services fees on a monthly basis reflecting actual time and materials incurred, within the not-to-exceed budget stated in Exhibit B. Client shall pay each Professional Services invoice within thirty (30) days of receipt. If Client fails to pay any undisputed invoice within thirty (30) days following written notice of non-payment, 2N may suspend Professional Services delivery (but not Client's access to the 2N Software) until payment is received 5. Warranty; Disclaimer of Warranties. 2N warrants that the 2N Software shall perform in accordance with documentation and will be supported pursuant to Section 9 (Support Services and Service Levels) below. EXCEPT FOR THE FOREGOING WARRANTY OR AS OTHERWISE STATED HEREIN, THE 2N SOFTWARE IS PROVIDED “AS-IS” AND 2N AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE 2N SOFTWARE, PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 3 IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY OF THE 2N SOFTWARE, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED. 6. Indemnification. a) By 2N. Subject to Section 7 (Limitation of Liability), 2N shall indemnify, defend, and hold harmless Client and its officers, officials, employees, and agents from and against any third-party claims, demands, suits, or proceedings, and any resulting damages, liabilities, losses, and reasonable attorneys’ fees and costs awarded by a court of competent jurisdiction or paid in settlement approved by 2N, to the extent arising out of: (i) 2N’s gross negligence or willful misconduct in the performance of this Agreement; (ii) 2N’s violation of any law applicable to its performance of this Agreement; (iii) any claim that the 2N Software, when used by Client in accordance with this Agreement and 2N’s documentation, infringes a third party’s United States patent, copyright, trademark, or trade secret; (iv) 2N’s breach of its confidentiality obligations under Section 10.2; or (v) any unauthorized access to or disclosure of Client Data caused by 2N’s breach of its obligations under Section 8 (Data Security). 2N shall have no obligation under clause (iii) to the extent the alleged infringement arises from (1) modifications to the 2N Software not made by 2N; (2) combination of the 2N Software with products, services, data, or technology not provided by 2N where the infringement would not have occurred but for such combination; or (3) use of the 2N Software outside the scope of this Agreement or 2N’s documentation. (b) By Client. To the extent permitted by applicable law, Client will indemnify, defend, and hold 2N harmless from any third-party claims, demands, suits, or proceedings brought against 2N alleging a violation of a third party’s rights arising from Client’s provision of the Client Data. (c) Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought; provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby. The indemnifying party shall have sole control of the defense and settlement of the claim, provided that it shall not enter into any settlement that imposes any liability or obligation on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party shall provide reasonable cooperation at the indemnifying party’s expense. 7. Limitation of Liability. EXCEPT FOR CLIENT’S BREACH OF SECTION 1.2 OR AN OBLIGATION ARISING UNDER SECTION 6b, NEITHER CLIENT, 2N, NOR 2N’s SUPPLIERS, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL 2N’s MAXIMUM LIABILITY FOR ANY OTHER DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO 2N IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 4 8. Data Security: 2N shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, use, or disclosure. Such safeguards shall be no less protective than industry standards for SaaS providers of similar services. 2N shall notify Client without unreasonable delay, and in no event later than seventy-two (72) hours, after discovering any unauthorized access to or breach of Client Data ("Security Incident"). Such notice shall include, to the extent known: (a) the nature of the Security Incident; (b) the categories and approximate volume of data affected; (c) the measures taken or proposed to address the incident; and (d) a contact point for further information. 9. Support Services and Service Levels 9.1 Support Services. During the Term, 2N shall provide Support Services for the 2N Software, including: (a) incident intake, triage, diagnosis, and resolution; (b) bug fixes and error corrections; (c) software updates and patches that do not materially reduce core functionality without Client's prior written approval, except where required to address security vulnerabilities or legal compliance; and (d) reasonable assistance with configuration questions and use of standard features. Support Requests shall be submitted through 2N's designated "Contact Support" interface during Business Hours (Monday–Friday, 8:00 a.m.–5:00 p.m. Pacific Time, excluding U.S. federal holidays). 9.2 Severity Classification and Response Targets. Client shall assign a severity level when submitting a Support Request. 2N may propose reclassification with Client's consent, which shall not be unreasonably withheld. Severity Description Response Target Critical Complete outage or failure of a core function with no reasonable workaround 4 Business Hours Standard All other issues, including degraded performance, non-critical defects, configuration questions, and enhancement requests 2 Business Days Response targets are measured during Business Hours only. Applicable clocks are tolled during any period of delay caused by Client's failure to provide timely access, information, or cooperation reasonably requested by 2N. 9.3 Availability. 2N shall use commercially reasonable efforts to maintain availability of the 2N Software at a Monthly Uptime Percentage of at least 99.5% per calendar month. "Monthly Uptime Percentage" means (Total Minutes in Month minus Downtime Minutes) divided by Total Minutes in Month, multiplied by 100. Downtime excludes: (a) scheduled maintenance with at least seven (7) days' prior notice performed after 5:00 p.m. Pacific Time on Business Days; (b) emergency maintenance to address security, data integrity, or material service degradation risks, with notice as soon as practicable; (c) force majeure events; (d) Client's internet connectivity, devices, or third-party systems outside 2N's Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 5 control; and (e) third-party cloud service or data provider outages (e.g., AWS, ESRI) outside 2N's direct control, provided 2N has implemented reasonable redundant systems. 9.4 Chronic Failure Remedy. If the Availability target in Section 9.3 is missed in three (3) or more months within any rolling six (6) month period, Client may terminate this Agreement for cause upon written notice with no early termination penalty, and 2N shall refund any prepaid amounts for unused services on a prorated basis. 9.5 Maintenance. 2N may perform scheduled maintenance after 5:00 p.m. Pacific Time on Business Days, with at least seven (7) days' prior notice for maintenance expected to affect Availability. Emergency maintenance may be performed when necessary to address security risk, data integrity risk, or material service degradation, with notice as soon as practicable. 9.6 Client Responsibilities. Client shall: (a) submit Support Requests through 2N's designated channels; (b) provide accurate details and impact assessments; (c) maintain appropriate end-user devices and connectivity; and (d) comply with the use restrictions in Section 1.2. 9.7 General Authority. Client represents and warrants that it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement. 9.8 Confidentiality. Except as required by applicable laws or regulations, the parties agree that information deemed confidential at the time of disclosure and the terms of this Agreement shall not be disclosed to any third party. 9.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given via email (provided receipt is confirmed by the recipient), certified mail or courier, return receipt requested, to the addresses appearing in the preamble of this Agreement, or as changed through written notice to the other party. Notice is deemed effective on the date it is delivered to the addressee. 9.10 Governing law. This Agreement shall be governed by and construed in accordance with the laws of California and the federal laws of the United States of America. Each party hereby consents and submits to the exclusive jurisdiction and forum of the state and federal courts in Santa Clara County, CA in all questions and controversies arising out of this Agreement. 9.11 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the obligations under this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. 9.12 Independent Contractor. 2N is an independent contractor with no authority to contract for Client or in any way to bind or to commit Client to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Client. Under no circumstances shall 2N, or any of its staff, if any, hold itself out as or be considered an agent, employee, joint venture, or partner of Client. 9.13 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 6 obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees. 9.14 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision. 9.15 Counterparts; This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile or electronic signature may substitute for and have the same legal effect as the original signature. 9.16 Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Client and 2N as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. Any terms and conditions included in a Client purchase order or a 2N invoice, as the case may be, shall be deemed to be solely for the convenience of the respective party, and no such term or condition shall be binding upon the parties. Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 7 Executed on the dates set forth below by the undersigned authorized representative of Client and 2N to be effective as of the Effective Date. Client Name: City of Gilroy, CA 2NDNATURE Software Inc. By: By: Name: Matt Morley Name: Nicole Beck Title: City Administrator Title: CEO June 1, 2026 Date: Date: Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 City Administrator 7/28/2026 © 2NDNATURE Software Inc. 2026 SaaS Agreement v 2.2 p. 8 EXHIBIT A 2N Software Description Term This Agreement shall commence on the Effective Date and continue for twelve (12) months (“Term”). Upon expiration of the Term, the Agreement will automatically renew for additional Terms of twelve (12) months each (“Renewal Term”), unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Products/Services Reference 2N Quotation Number: Quote# 20260211-110223011 Included in quote: ● Construction Module ● Post-Construction Module ● Illicit Discharge Module ● Public Ed Outreach Module ● Municipal Maintenance Module ● Industrial/Commercial Module ● Structural BMP Diagnostics Module ● Trash Compliance Module ● Five (5) named users Exhibit B below outlines the 2N services being offered for Trash Compliance and Asset Management. The TOTAL cost for Year 1 (July 1 2026- June 30 2027) of this contract is: $42,842.50 (Annual subscription fee: $15,742.50 + 2N Services: $27,100.00) The TOTAL annual subscription fee for Year 2 (July 1 2027-June 30 2028) will be: $20,990.00 The Year 2 Subscription Fee reflects the SaaS license only. Professional Services described in Exhibit B are scoped for Year 1 only. Any Year 2 services will require a separate written amendment. Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 Strategic Support for City of Gilroy’s Trash Provisions NPDES Compliance Mar 4, 2026 Exhibit B 2N Services Scope of Work TO: Mark Johnson, Environmental Programs Manager, City of Gilroy FROM: 2NDNATURE Software Inc. SUBJECT: Strategic Support for City of Gilroy’s Trash Provisions NPDES Compliance DATE: March 4, 2026 2NDNATURE is pleased to submit this proposal to support the City of Gilroy (“City”) and its stormwater team with NPDES compliance. This scope of work provides resources to develop a framework to achieve trash compliance with California’s statewide trash provisions. 2NDNATURE is pleased to partner with the City of Gilroy to ensure its stormwater program meets California's zero trash mandate by 2030. This scope of work is organized into two priorities: 1: Strategic Trash Provision Compliance and Adaptive Management California's trash provisions require zero trash discharged by municipalities to local waterways by 2030. The City has selected to use a combination of structural and institutional controls to meet the trash requirements (Track 2 compliance method). While the City currently implements practices to minimize trash, regulatory agencies require permittees to demonstrate compliance. 2NDNATURE will collaborate with City staff to conduct field assessments and build a strategic plan that proves the City is meeting state requirements. 2: Asset Management Digital Updates 2NDNATURE will utilize our expert technical team to standardize the City’s stormwater hard asset inventory into a single authoritative geodatabase. By consolidating records into a single source of truth, we will ensure the City is prepared for upcoming requirements that demand a digital, scalable asset management solution. Below is a detailed scope of work outlining the services provided. We look forward to empowering the City of Gilroy’s team to build a sustainable, data-driven foundation for long-term MS4 success. All work will be performed on a time and materials basis and invoiced monthly, not to exceed the budget totals stated below. 2NDNATURE will provide Client with monthly invoices detailing hours, staff, and tasks completed. Task 1: Strategic Trash Compliance and Adaptive Management 2NDNATURE will collaborate with City of Gilroy staff to provide a comprehensive framework to ensure the City meets all Track 2 trash provisions through strategic planning, field assessments, staff training and Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 Strategic Support for City of Gilroy’s Trash Provisions NPDES Compliance Mar 4, 2026 adaptive management. 2NDNATURE will provide services for one calendar year from the onset of the contract award, providing City staff with tools and training to manage its program autonomously through the 2030 zero-trash milestone. This task is divided into three subtasks. Task 1A: Develop strategic framework to achieve trash compliance 2NDNATURE will collaborate with City of Gilroy staff to establish a defensible compliance framework. 2NDNATURE will conduct a comprehensive audit of Gilroy's existing trash program data, including the current Trash Implementation Plan, and all inventoried or planned Full Capture Systems (FCS). Additionally, we will review the City’s Priority Land Use (PLU) layer onboarded in 2NFORM with City staff and identify and document required updates to the PLU layer. Auditing the baseline data for Gilroy's trash compliance program will ensure the roadmap integrates the appropriate field assessments, FCS infrastructure, and existing institutional controls, such as street sweeping, that all contribute to Track 2 compliance. Task 1B: Trash Compliance Assessments and Training Trash compliance is demonstrated through observational trash condition data and by verifying that trash full capture units are functional. With approximately 2,000 acres of PLU to cover, we estimate on-land visual assessments (OVTA) take two people approximately two and half days to complete. In this first year, 2NDNATURE will lead these assessments alongside a City staff member during both the dry season (June– September) and the wet season (October–May). This side-by-side field work provides the foundation for City staff to continue these assessments independently in future years. Additionally, we will perform condition assessments at all unique FCS types inventoried. We will prioritize training the City’s staff on the specific digital protocols and mobile workflows for each unique unit type, equipping staff to complete the remaining inventory assessments independently. Task 1C: Adaptive Management Using the results from the first year of field assessments, 2NDNATURE will develop a customized strategy to bridge the gap between Gilroy’s current progress and the 2030 zero-trash mandate. We will perform a comprehensive spatial analysis that overlays seasonal trash results with existing catch basin locations, street-sweeping routes, and other drainage structures. This analysis will identify where additional controls or operational adjustments, such as increasing sweeping frequency or adding new infrastructure, can maximize trash reduction benefits most efficiently. We will also review existing multi-benefit structures to see if they qualify for state credit as an FCS, potentially increasing the City’s compliance standing without the cost of new infrastructure. These recommendations will be delivered via a technical presentation that visualizes current performance and highlights specific management actions for the future. Deliverables and Schedule ● Task 1A: 2NDNATURE will facilitate a kickoff meeting and review Gilroy’s current trash compliance program and goals. 2NDNATURE will facilitate a follow up meeting to the kickoff to outline the strategic framework to achieve compliance by 2030. ○ Schedule: To be completed within ten weeks of contract execution, subject to City’s availability Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 Strategic Support for City of Gilroy’s Trash Provisions NPDES Compliance Mar 4, 2026 ● Task 1B: 2NDNATURE will characterize trash condition on all PLU-designated area and assess representative FCS unit types. All field data will be uploaded in the 2NFORM platform. ○ Schedule (Dry Season): One round of assessments to be completed between June and the end of September 2026 ○ Schedule (Wet Season): One round of assessments to be completed between October 2026 and the end of May 2027 ● Task 1C: 2NDNATURE will lead a 60-minute strategy meeting with City staff to review field results and spatial analyses. To maximize budget efficiency, the final meeting recording and associated PowerPoint slide deck containing recommendations for future structural and institutional controls, the report will serve as the formal deliverable. No additional written memorandum or report is included in this task. ○ Schedule: To be completed within six weeks following the final round of wet season data collection Assumptions ● Data Provision: The City will provide any relevant baseline data regarding its trash compliance program via email and within two weeks of contract execution. Relevant data includes, but is not limited to, the most recent Trash Implementation Plan, planned FCS install locations, street sweeping routes and frequency, and scheduled community trash cleanups. ● PLU Review Boundaries: 2NDNATURE’s review of the PLU layer is limited to identifying and documenting required attribute or boundary updates within 2NFORM. Any significant geometric changes or GIS processing of the PLU layer is excluded from this task and may require a separate amendment. ● OVTA Assessments: The City will provide one staff member to accompany the 2NDNATURE staff person for all OVTA field assessments. ● FCS Assessments and Access: 2NDNATURE will provide training at one representative location for each unique FCS type inventoried. The City will arrange physical access to all selected FCS assessment sites. ● 2NFORM Subscription: The City maintains an active 2NFORM subscription to the Trash module to facilitate the automated data analytics, mobile field collection, and trash reporting. Additionally, the City retains its Municipal Maintenance module subscription to allow the City to log the benefits of its street sweeping program for trash and pollutant reductions. Task 2: Asset Management Digital Updates To prepare Gilroy for upcoming NPDES permit requirements that mandate more vigorous asset tracking, 2NDNATURE will transition the City's fragmented records, spreadsheets, older GIS layers, and paper maps into a single authoritative geodatabase. This effort will include: ● Standardization: 2NDNATURE staff will clean and organize all the City’s stormwater hard asset data into a unified, structured format. Hard asset data includes storm drains, culverts, outfalls, catch basins, manholes, and lift stations. Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 Strategic Support for City of Gilroy’s Trash Provisions NPDES Compliance Mar 4, 2026 ● Real-Time Sync: 2NDNATURE will connect the new geodatabase with Gilroy's ArcGIS online environment. This allows field staff to update asset conditions on their mobile devices and have information reflected instantly across the entire City system. ● Scalability: 2NDNATURE will deliver a structured geodatabase to ensures that Gilroy's data is organized, digital, ready for an audit, and permit reporting as the permit requirements evolve. Deliverables and Schedule: ● Deliverable: The successful configuration of stormwater asset data structure that ensures bi- directional data flow between 2NFORM and ArcGIS online. The ArcGIS Sync capability in 2NFORM is fully functional, resulting in a standardized and synchronized stormwater asset management system. ○ Schedule: To be completed within the first year of the agreement, targeted for completion within 12 weeks of data procurement. Assumptions ● Data Access: The City will provide 2NDNATURE with all existing stormwater hard asset records (GIS layers, spreadsheets, or databases) and administrative access to the City’s ArcGIS Online environment to configure the bi-directional sync. ● Collaborative Review: City staff will participate in scheduled review meetings to verify that the compiled dataset accurately reflects the City’s known physical infrastructure. ● Timely Validation: The City will provide feedback on data accuracy and asset attributes within two weeks of 2NDNATURE's delivery of the standardized draft to maintain the project schedule. ● 2NFORM Subscription: The City maintains an active 2NFORM Municipal Maintenance subscription to facilitate efficient attribution to easily track asset probability and consequence of failure as required by the upcoming permit requirements. Change Orders Any services outside this scope, or delays caused by Client (including late data delivery, staff unavailability, or restricted site access), will be documented by 2N in a written change order specifying additional services and fees. No out-of-scope work will begin until both parties sign the change order. Client delays will extend delivery schedules on a day-for-day basis. Project Budget and Schedule Work will be performed on a time and materials basis not to exceed the totals below. Work will begin as soon as a contract is executed and can be completed within 12 months of contract execution, pending City’s staff availability. Budget Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6 Strategic Support for City of Gilroy’s Trash Provisions NPDES Compliance Mar 4, 2026 Schedule Work will begin as soon as the City executes a contract with 2NDNATURE. The timeline to implement tasks described in the scope assumes work will begin in April 2026 and continue for twelve months from the onset of the contract awarded. If the work begins later than April 2026, the same timeline will be applicable, just starting when the contract is executed. Docusign Envelope ID: 93E739B8-823A-8F28-82D3-FD2AAC92D2F6