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Agreement - Kimley-Horn and Associates, Inc. - Signed: 2026-08-03
City of Gilroy Agreement/Contract Tracking Today’s Date: August 3, 2026 Your Name: Susana Ramirez Contract Type: Services over $5k - Consultant Phone Number: 408-846-0212 Contract Effective Date: (Date contract goes into effect) 8/4/2026 Contract Expiration Date: 6/30/2028 Contractor / Consultant Name and Address: Kimley-Horn and Associated, Inc. 10 South Almaden Boulevard, Suite 1250, San Jose, CA 95113 Taxpayer ID: 56-0885615 Signers Name/Title: Brian Sowers/Senior Vice President Contract Subject: (no more than 100 characters) Comprehensive Roadway Safety Action Plan No. 26-RFP-PW-529 Contract Amount: (Inclusive of Orig. and all amendment amounts) $237,117.25 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___N/A____________ (Write ‘N/A’ if not applicable) ☒Item is budgeted in Org/Obj____________________________ ☒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 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 City Administrator (if needed) City Clerk Attestation Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 3rd day of August, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Kimley-Horn and Associates, Inc., having a principal place of business at 10 South Almaden Boulevard, Suite 1250, San Jose, CA 95113. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on August 4, 2026 and will continue in effect through June 30, 2028 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -2- 4835-2267-0361v1 LAC\04706083 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 $237,117.25. 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 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -3- 4835-2267-0361v1 LAC\04706083 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 misconduct 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, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -5- 4835-2267-0361v1 LAC\04706083 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -6- 4835-2267-0361v1 LAC\04706083 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. C.Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D.Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E.Compliance with Laws The 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -8- 4835-2267-0361v1 LAC\04706083 H.Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I.Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J.Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K.Time of the Essence All dates and times referred to in this Agreement are of the essence. CONSULTANT shall not have liability for any delays, expenses, losses, damages or be deemed in breach for liabilities which are caused by any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, adverse weather, or acts of the City, third parties, or governmental agencies. 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: Kimley-Horn and Associates, Inc. By: Name: Brian Sowers Title: Senior Vice President CITY: CITY OF GILROY By: Name: Matt Morley Title: City Administrator Social Security or Taxpayer Identification Number 56-0885615 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -1- 4835-2267-0361v1 LAC\04706083 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 Frederik J. Venter, PE, 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, the City Engineer 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Frederik J. Venter, PE Kimley-Horn and Associates, Inc. 10 South Almaden Boulevard, Suite 1250 San Jose, CA 95113 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: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES See attached "Scope of Services" in Exhibit B-1. Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 1 City of Gilroy Comprehensive Roadway Safety Action Plan Scope of Services Task 1: Detailed Work Plan and Strategy Task 1.1: Project Management and Work Plan Development This task includes general project administration, including management of project staff, quality control, and project accounting. Kimley-Horn will develop a comprehensive work plan that outlines project objectives, scope of work and task deliverables. We will maintain the project schedule which will include meetings, stakeholder and community engagement activities, and project deliverables. Kimley-Horn will provide support to the City with the management of the SS4A Federal Grant, which is funding this project. Monthly invoices will be submitted to the City with required backup documentation for eligible expenses. Additionally, we will support the City with preparation of required quarterly progress and performance reports. Task 1.2: Project Kickoff and Coordination Meetings Kimley-Horn will coordinate a project kickoff meeting with City staff to discuss the goals and objectives of the Safety Action Plan with respect to crash reduction, partnerships, and community engagement. Administrative items will be discussed, including communication protocol, meeting frequency, progress reporting, scheduling and invoicing, and other relevant project information such as key milestones throughout the project and what defines success for this project. A summary of the meeting notes with key action items will be developed and distributed by Kimley-Horn. This task includes up to twelve (12) virtual project coordination meetings. Task 1 Deliverables: Project kickoff meeting agenda and meeting notes Project coordination meeting agendas and meeting notes Task 2: Stakeholder and Community Engagement Task 2.1: Engagement Strategy Kimley-Horn will collaborate with the City to develop and implement an engagement strategy that includes early involvement of key stakeholders and broad participation from the community. This strategy will include a detailed roadmap outlining stakeholder Exhibit B-1 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 2 coordination, outreach methods, and a timeline for engagement activities throughout the project lifecycle. Task 2.2: Stakeholder Engagement A stakeholder group will be established to serve as an advisory group for the Safety Action Plan. Kimley-Horn will facilitate the formation of this stakeholder group, which will include representatives from City departments (engineering, planning), public safety and enforcement agencies, fire district, public health professionals, Gilroy Unified School District, community members (including representative from senior community), and select regional partners. The task force will convene for two (2) facilitated virtual meetings, which will be both informative and interactive. These sessions will include presentations of crash data findings and preliminary safety analysis, allowing members to provide feedback and help shape project recommendations. The stakeholder group will also review the list of potential priority locations and safety projects identified in the proposed network screening analysis. The stakeholder group will also play a key role in reviewing the Draft Comprehensive Roadway Safety Action Plan report. Task 2.3: Community Engagement In parallel with stakeholder engagement, Kimley-Horn will lead a public outreach campaign designed to reach a diverse cross-section of Gilroy residents. This campaign will include the development of a dedicated project website link posted on the City’s website and hosted and maintained by Kimley-Horn, an online interactive survey, and two (2) public workshops. The online survey launch dates and timeline will be coordinated with City staff. The public workshops, to be hosted in English and Spanish,will provide opportunities for residents to share feedback on citywide and location-specific safety concerns and desired improvements. Kimley-Horn will also participate in tabling at two (2) local events, such as the Farmers Market, to promote the project and collect input directly from the community. To enhance accessibility and engagement, Kimley-Horn will incorporate creative outreach methods, including virtual and in-person meetings, live and recorded presentations, and interactive tools. Kimley-Horn also develop and host an online map- based survey platform that allows users to identify areas of concern by placing pins and submitting location-specific feedback. The survey will be developed in collaboration with City staff and finalized following one round of review. Kimley-Horn will provide content including promotional collateral (flyers, graphics, social media, survey link) in English and Spanish to the City’s Public Information Officer (PIO) and/or webmasters for posting project information in support of providing updates to the project website. This content will be adapted from materials developed in other tasks Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 3 and may include resized graphics or excerpts from technical documents. It is assumed that the City will be responsible for all aspects of survey distribution, including posting across various social media platforms and the agency website, if desired. Kimley-Horn will synthesize and summarize input received as part of community outreach efforts and present findings in the Draft Comprehensive Roadway Safety Action Plan. This process will ensure that community input is meaningfully reflected in the final recommendations and project prioritization. Task 2.4: City Council Meetings Kimley-Horn will attend up to two (2) City Council meetings to present the Draft and Final Safety Action Plan. Task 2 Deliverables: Engagement strategy Outreach materials Online survey Meeting materials for stakeholders meetings and public workshops Task 3: Background Review, Plan Vision, Goals, and Objectives Kimley-Horn will conduct a literature review of existing and in-progress City plans, projects, policies, programs, and standards to identify opportunities for alignment with Vision Zero principles and SS4A Safety Action Plan requirements. This literature review will focus on identifying safety-related initiatives and evaluating their effectiveness, consistency, and potential for enhancement. Documents to be reviewed include: General Plan – Transportation Element Local Road Safety Plan Bicycle Pedestrian Master Plan Specific Plans Gilroy Station Access Studies Santa Teresa Boulevard Policy Leavesley Road Policy Neighborhood Traffic Management Program As part of this review, Kimley-Horn will assist the City in review and identification of gaps, overlaps, and areas for policy refinement. This effort will also include an assessment of existing programs and policies across the “Four Es” of transportation safety—engineering, enforcement, education, and emergency response—to identify opportunities for updates that reflect current best practices and support safer roadway conditions. Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 4 Building on insights from the safety analysis and community engagement, Kimley-Horn will develop a set of recommended policy and process changes to be considered for inclusion in the Safety Action Plan. These recommendations will address infrastructure design, traffic enforcement strategies, public education and outreach, emergency response coordination, and procedural improvements. All recommendations will be grounded in the Safe Systems Approach, consistent with the U.S. Department of Transportation’s National Roadway Safety Strategy. Furthermore, the recommendations will be accompanied by performance metrics to measure progress and effectiveness, as well as identification of responsible lead departments or staff. These implementable actions will serve as a practical roadmap toward achieving Vision Zero, ensuring accountability and transparency throughout the process. Kimley-Horn will also support the City and stakeholder group in drafting a formal Vision Zero policy, including a target date for achieving zero traffic deaths and serious injuries, aligned with California’s Strategic Highway Safety Plan (SHSP) goal of 2050. Findings from this task will be summarized in a benchmarking technical memorandum, which will document the literature review, identify policy gaps, and present recommended updates to align with Vision Zero and national safety best practices. This memorandum will serve as a foundational element of the Safety Action Plan and guide future policy development and implementation. Task 3 Deliverable: Vision Zero Policy Benchmarking Technical Memorandum Task 4: Collision and Roadway Analysis Task 4.1: Crash Data Analysis Kimley-Horn will conduct a citywide assessment of the most recent 5-year crash data to identify high frequency crash locations, high risk locations (with elevated critical crash rate (CCR), impaired driving crashes, school-related crashes), and locations with unusual crash patterns (such as high severity, behavioral outliers, and roadway geometry that may be contributing to crashes). This analysis will be grounded in a Safe Systems Approach and will incorporate statistical network screening methods consistent with the Highway Safety Manual (HSM). These methods are designed to identify locations with crash rates that exceed statistically expected norms, allowing for a focused review of roadway and intersection characteristics that may contribute to elevated risk. The first phase of the screening process will involve developing critical crash rates for roadway segments and intersections throughout the city. Average crash rates will be calculated based on roadway functional classification and intersection control type. These will be compared against thresholds derived from daily traffic volumes to estimate the relative risk at each location. This approach builds upon the concept of High Injury Networks and allows for Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 5 the identification of both high-volume corridors and lower-classification roadways that may present systemic safety concerns. The second phase focuses on crash type overrepresentation. Kimley-Horn will analyze the distribution of crash types across the city’s roadway network and compare them to expected patterns based on functional classification and control type. This analysis will highlight locations with disproportionately high occurrences of specific crash types, including: Fatal crashes Fatal + serious injury crashes Broadside crashes Single vehicle crashes (run off road, fixed object, other) Head-on crashes Rear-end crashes Sideswipe crashes Bicycle crashes Pedestrian crashes Wet/slippery road crashes Nighttime crashes Crashes involving alcohol/drugs Crashes involving driver inattention Crashes involving speeding/aggressive driving Based on this analysis, Kimley-Horn will compile a comprehensive inventory of roadway segments and intersections with three or more crashes, ranked by total crash frequency in accordance with Local Roadway Safety Manual guidance. This inventory will inform the identification of priority locations for further evaluation and potential project development. These locations will be referenced in the Emphasis Areas section of the Plan and will serve as candidates for future Highway Safety Improvement Program (HSIP) or Safe Streets and Roads for All (SS4A) grant applications. The analysis will also support the identification of systemic risk factors and the development of appropriate countermeasures. To communicate key findings, Kimley-Horn will prepare a series of visual exhibits illustrating citywide crash locations, primary collision factors, high-injury intersections and segments, crash severity, time of-day trends, and involvement of bicyclists and pedestrians. Kimley-Horn will develop and submit a list of the top 25 intersections (signalized and unsignalized) and segments and resulting crash data. List will include calculated critical crash rates and equivalent property damage only, in addition to the summary of the above listed crash data. This list will be used to not only identify priority locations that has experienced ahigh number of crashes, but also to identify other locations with similar risk factors. This list of priority locations will consider locations in which safety improvements were already constructed or have planned/programmed projects. Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 6 Task 4.2: High Injury Network Kimley-Horn will develop a HIN for Gilroy, identifying roadway segments and intersections with the highest concentrations of fatal and serious injury crashes across all travel modes—pedestrians, bicyclists, and motorists. This analysis will build on the crash data compiled in Task 4.1 and will focus on isolating a subset of the roadway network where a majority of severe crashes occur (e.g., more than 50%). The resulting HIN will help the City prioritize geographic areas for targeted safety interventions and systemic improvements. The network will be mapped using GIS and integrated into the Safety Action Plan to support data-driven decision-making and future funding applications. Task 4.3: Field Review Kimley-Horn will identify up to five (5) priority locations within the HIN for further evaluation and development of project sheets. These locations will be selected based on crash frequency, severity, unusual patterns, and site-specific conditions that suggest potential for effective mitigation. The evaluation will include identification of multimodal conflict points between vehicles, pedestrians, and bicyclists along roadway segments and intersections within the corridor limits. To support this effort, Kimley-Horn will conduct two days (half day on weekday and weekend) of field review meetings or walk audits at the selected locations, in coordination with City staff and members of the stakeholder group. Task 4 Deliverables: Crash data analysis summary results Crash summary exhibits and maps Task 5: Emphasis Areas and Countermeasures Kimley-Horn will analyze the crash data to identify specific focus/challenge areas to guide crash reduction countermeasure strategies. The focus/challenge areas will be compared to the California SHSP, prepared by Kimley-Horn. Our approach is to review all crash severity levels. This provides a richer dataset to review and allows the team to determine factors where crash severity levels are high relative to overall crash numbers. Based on input received during stakeholder and community engagement (Task 2) and the focus/challenge areas identified, Kimley-Horn will identify countermeasures starting with those in the Caltrans Local Roadway Safety Manual, FHWA’s Proven Safety Countermeasures, Countermeasures that Work published by the U.S. Department of Transportation, and NCHRP Report 500: Guidance for Implementation of the AASHTO Strategic Highway Safety Plan, which have proven strategies to address safety issues seen on City roadways. Measures that support safe and efficient active transportation use will also be strongly considered. Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 7 Kimley-Horn will develop a customized safety countermeasure toolbox comprised of engineering countermeasures that can be implemented at intersections and roadway segments. The toolbox will include the recommended countermeasures along with corresponding crash modification factor (CMF), crash reduction factor (CRF), funding eligibility, and implementation costs. Kimley-Horn will also determine systemic improvements that can be implemented city-wide to address focus areas. Task 5 Deliverable: Countermeasure toolbox Task 6: Project Identification, Evaluation, and Prioritization Task 6.1: Implementation and Prioritization Strategy Kimley-Horn will develop an implementation strategy to guide the City of Gilroy in developing implementation timelines for priority projects identified. This strategy will include a phased timeline—organized into near-term, mid-term, and long-term actions— to help the City align its efforts with its Vision Zero target date. Kimley-Horn will identify opportunities for funding and implementation of the recommended priority projects through existing City maintenance programs and external grant sources. Potential funding mechanisms may include, but are not limited to, SB1, Caltrans Active Transportation Program (ATP), Highway Safety Improvement Program (HSIP), Safe Streets and Roads for All (SS4A), Office of Traffic Safety (OTS), and other applicable state and federal programs. The strategy will also include recommendations for updates to City design standards to better reflect current safety best practices and support long-term implementation of Vision Zero principles. All recommended projects, including non-engineering strategies (i.e. policy and process changes), will be summarized in a comprehensive implementation matrix, which will be incorporated into the Safety Action Plan. This matrix will provide a clear and actionable framework for tracking progress, securing funding, and coordinating across departments and agencies. Task 6.2: Priority Project Development Kimley-Horn will identify recommended site-specific improvements and safety countermeasures at up to 25 priority locations identified in Task 5. In addition to developing a list of priority project locations and safety countermeasures, we will develop concept exhibits utilizing high resolution aerial imagery (i.e. NearMaps) to present recommended safety countermeasures. Additionally, Kimley-Horn will prepare planning-level cost estimates for implementation of proposed safety improvements along the priority locations. Task 6 Deliverables: Actions and strategies matrix Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 8 Priority project improvements exhibits Planning level cost estimates Task 7: Draft and Final Safety Action Plans Task 7.1: Draft Safety Action Plan Kimley-Horn will prepare a draft Comprehensive Roadway Safety Action Plan to document the findings of the previous tasks. The draft Plan will satisfy the SS4A criteria for a comprehensive safety action plan for implementation funding eligibility. It will summarize the identified needs, safety goals, emphasis areas, and a prioritized list of improvements and activities. It will also identify responsibilities and resources to carry out the plan. The plan will also document the stakeholders and their involvement in the plan’s development, as well as a summary of public engagement and outreach activities. It will also contain a strategy for implementing the opportunities identified and a process for monitoring safety outcomes, to determine which strategies are most effective. Finally, the plan will include steps on how it can be evaluated for effectiveness and process for updating it in the future. Kimley-Horn will provide a summary of the data collection effort in the format of an existing conditions assessment to be included as an appendix to the report, along with supporting electronic or GISbased maps. The draft report will be submitted to the City for review and comments, and we will assist in circulating the draft plan to members of the project stakeholder group for review. Kimley-Horn will also facilitate a meeting with City staff to review the draft Safety Action Plan. Kimley-Horn will track and collect a consolidated, non-conflicting set of comments from City staff to review and update the report. Task 7.2: Final Safety Action Plan Kimley-Horn will respond to one set of consolidated, non-conflicting comments received on the Draft Plan into the Final Safety Action Plan. This document will guide the City’s effort to improve transportation safety and reduce the number of incidents and the severity of those incidents on our transportation systems. The Final Comprehensive Roadway Safety Action Plan will be designed as a living document, with clearly defined methodologies for future updates as new crash data becomes available, projects are completed, and priorities evolve. If requested by the City, Kimley-Horn will support City staff in presenting the Final Plan to the City Council for formal adoption. Task 7 Deliverables: Draft Comprehensive Roadway Safety Action Plan Final Comprehensive Roadway Safety Action Plan Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE The Consultant will begin work immediately. The Consultant will manage the project so that the schedule established is maitained to the degree it is under their control. See attached "Project Schedule" in Exhibit C-1. Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 15 F. PROJECT SCHEDULE Exhibit C-1 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The cost for services rendered under this agreement will not exceed $237,117.25. Billing will be conducted monthly. The following are budgedted costs for each task as outlined in Exhibit "B" Scope of Services: Task 1 - Detailed Work Plan and Strategy - $30,400.83 Task 2 - Stakeholder and Community Engagement - $50,254.74 Task 3 - Background Review, Plan Vision, Goals, and Objectives - $8,134.34 Task 4 - Collision and Roadway Analysis - $44,583.71 Task 5 - Emphasis Areas and Countermeasures - $24,907.34 Task 6 - Project Identification, Evaluation, and Prioritization - $25,089.68 Task 7 - Draft and Final Safety Action Plans - $43,650.86 Other Direct Costs - $10,095.75 Total not to exceed: $237,117.25 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 197.39%Overhead%NameMikeColetyFrederikVenter196.29%Overhead% w/o FCCMCategory/TitlePrincipal-in-ChargeProjectManager10%Fee%Direct Rate $133.12 $144.38 $116.84 $97.20 $77.98 $63.01 $53.59 $48.29Billing Rate $435.33 $472.15 $382.09 $317.86 $255.01 $206.05 $175.25 $157.92Task 12 16 20 20 32 15 105 $ 30,400.83 1.12888 221563 $ 16,471.72 1.28 12 12 10 42 $ 13,929.11 Task 215 24 24 54 87 204 $ 50,254.74 2.11 4 6 8 19 $ 4,638.83 2.24 8 8 10 14 44 $ 12,002.25 2.36 12 12 38 65 133 $ 30,453.61 2.4448 $ 3,160.05 Task 31 2 2 7 10 14 36 $ 8,134.34 3.12246 14 $ 3,021.46 3.21 2 5 6 8 22 $ 5,112.88 Task 42 11 14 22 59 80 188 $ 44,583.71 4.11286 3260 109 $ 23,452.23 4.21166 1320 47 $ 11,290.89 4.38 10 14 32 $ 9,840.59 Task 53 12 22 34 28 99 $ 24,907.34 5.11 2 4 8 15 $ 4,156.22 5.21 4 6 10 21 $ 4,732.42 5.31 10 14 20 18 63 $ 16,018.70 Task 68 2 10 18 28 40 106 $ 25,089.68 6.12 2 4 10 8 26 $ 7,178.46 6.26 6 8 20 40 80 $ 17,911.22 Task 72 6 12 20 20 50 65 14 189 $ 43,650.86 7.11 4 6 12 20 40 45 8 136 $ 30,922.75 7.21268 1020653 $ 12,728.10 7 59 86 120 45 235 346 29 927$3,047.29 $27,856.85 $32,859.65 $38,143.50 $11,475.42 $48,422.85 $60,636.32 $4,579.61 $ 227,021.50 $ 10,095.75 $ 7,945.75 $ 550.00 Online Survey License (Public Coordinate) $ 800.00 $ 600.00 $ 200.00 $ 237,117.25 TOTAL COST:CITY OF GILROYSafety Action PlanKimley-Horn and Associates, Inc.ProjectSupportTOTAL HOURSTOTALCOSTProfessional II Professional I AnalystDetailed Work Plan and StrategyProject Management and Work Plan DevelopmentProject Kickoff and Coordination MeetingsSr.Professional IISr.Professional IStakeholder and Community EngagementEngagement StrategyStakeholder EngagementCommunity EngagementCity Council MeetingsBackground Review, Plan Vision, Goals, and ObjectivesLiterature ReviewSafety Policy RecommendationsCollision and Roadway AnalysisCrash Data AnalysisHigh Injury NetworkField ReviewEmphasis Areas and CountermeasuresIdentify Focus/Challenge Areas Countermeasure ToolboxIdentify Priority ProjectsProject Identification, Evaluation, and PrioritizationImplementation and Prioritization StrategyPriority Project DevelopmentDraft and Final Safety Action PlansDraft Safety Action Plan Final Safety Action Plan Outside PrintingFed Ex/Overnight Delivery/CourierTOTAL HOURSSubtotal Labor:Other Direct CostsEscalationMileage/TravelDocusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 A-1 ATTACHMENT A – CONTRACT REQUIREMENTS ACKNOWLEDGEMENT I, __________________________________, declare as follows: That I am the _________________________, of ________________________________, (Title) (Company) the Consultant making the attached proposal; and that I have read the sample Agreement for Services (Attachment B), including the insurance & indemnification requirements contained therein, and hereby state that I understand and am willing to abide by, and can meet the requirements of the contract, including insurance and indemnification requirements, without modification thereto, should my firm be selected for a project or projects based on my qualifications and proposal, assuming a mutually agreeable scope, fee, and schedule can be established. I understand that the attached sample agreement is the current version used by the City of Gilroy. The standard agreement for Professional Services is currently being updated, and a new version may be used by the time the agreement resulting from this RFP is executed. Signed this _______ day of __________________, 2026 By _______________________________ Title: _____________________________ *Above acknowledgement made with the following exceptions that are basedon terms negotiated with the City as part of a recent agreement. Senior Vice President Kimley-Horn and Associates, Inc. Frederik J. Venter, PE 23 January Frederik J. Venter, PE, Senior Vice President Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 xviii Kimley-Horn has reviewed the sample Agreement for Services and would like to discuss the following modifications, consistent with language on previously executed agreements with the City. ARTICLE 5. OBLIGATIONS OF CONSULTANT 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 misconduct 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. ARTICLE 8. GENERAL PROVISIONS K. Time of the Essence All dates and times referred to in this Agreement are of the essence. CONSULTANT shall not have liability for any delays, expenses, losses, damages or be deemed in breach for liabilities which are caused by any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, adverse weather, or acts of the City, third parties, or governmental agencies. Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 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 5/21/2026 Edgewood Partners Ins Center 3780 Mansell Rd.Suite 370 Alpharetta GA 30022 Jerry Noyola 770.552.4225 greylingcerts@greyling.com National Union Fire Ins Co of Pittsburg 19445 KIMLASS New Hampshire Insurance Company 23841Kimley-Horn and Associates,Inc. 421 Fayetteville Street,Suite 600 Raleigh,NC 27601 Lloyd's of London 85202 Columbia Casualty Company 31127 742502451 A X 2,000,000 X 1,000,000 X Contractual Liab 25,000 2,000,000 4,000,000 X X GL5268169 4/1/2026 4/1/2027 4,000,000 A A 2,000,000 X X X CA4489663 (AOS) CA2970071 (MA) 4/1/2026 4/1/2026 4/1/2027 4/1/2027 D X X 5,000,000 X 8038116944 4/1/2026 4/1/2027 5,000,000 X 10,000 B B X N WC067961230 (AOS) WC013711885 (CA) 4/1/2026 4/1/2026 4/1/2027 4/1/2027 2,000,000 2,000,000 2,000,000 C Professional Liability RLUSP26000552026 4/1/2026 4/1/2027 Per Claim Aggregate $2,000,000 $2,000,000 Re:City of Gilroy Safety Action Plan.The City of Gilroy,its officers,officials &employees are named as Additional Insureds with respects to General Liability where required by written contract.Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof,30 days' written notice (except 10 days for nonpayment of premium)will be provided to the Certificate Holder.Retroactive Date:10/02/1967. City of Gilroy 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page of12 GL5268169 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Insurance Services Office, Inc., 2018 CG 20 10 12 19Page of22 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART POLICY NUMBER:526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 11 GL5268169 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 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 5/21/2026 Edgewood Partners Ins Center 3780 Mansell Rd.Suite 370 Alpharetta GA 30022 Jerry Noyola 770.552.4225 greylingcerts@greyling.com National Union Fire Ins Co of Pittsburg 19445 KIMLASS New Hampshire Insurance Company 23841Kimley-Horn and Associates,Inc. 421 Fayetteville Street,Suite 600 Raleigh,NC 27601 Lloyd's of London 85202 Columbia Casualty Company 31127 742502451 A X 2,000,000 X 1,000,000 X Contractual Liab 25,000 2,000,000 4,000,000 X X GL5268169 4/1/2026 4/1/2027 4,000,000 A A 2,000,000 X X X CA4489663 (AOS) CA2970071 (MA) 4/1/2026 4/1/2026 4/1/2027 4/1/2027 D X X 5,000,000 X 8038116944 4/1/2026 4/1/2027 5,000,000 X 10,000 B B X N WC067961230 (AOS) WC013711885 (CA) 4/1/2026 4/1/2026 4/1/2027 4/1/2027 2,000,000 2,000,000 2,000,000 C Professional Liability RLUSP26000552026 4/1/2026 4/1/2027 Per Claim Aggregate $2,000,000 $2,000,000 Re:City of Gilroy Safety Action Plan.The City of Gilroy,its officers,officials &employees are named as Additional Insureds with respects to General Liability where required by written contract.Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof,30 days' written notice (except 10 days for nonpayment of premium)will be provided to the Certificate Holder.Retroactive Date:10/02/1967. City of Gilroy 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page of12 GL5268169 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Insurance Services Office, Inc., 2018 CG 20 10 12 19Page of22 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART POLICY NUMBER:526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 11 GL5268169 Docusign Envelope ID: 14AA9A39-098B-8F3C-8035-B2DEFFCC4187