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Agreement - FCS International, Inc. dba FirstCarbon Solutions - On-Call Environmental Review Services (2022) Amendment 1 - Signed 2022-06-27
City of Gilroy Agreement/Contract Tracking Today’s Date: April 8, 2025 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 6/27/2022 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) FCS International, Inc. dba FirstCarbon Solutions Contract Subject: (no more than 100 characters) On-Call Environmental Review Services (2022) - Amendment 1 Contract Amount: (Total Amount of contract. If no amount, leave blank) $1,000,000 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head Acting City Clerk Attestation Sharon Goei, Community Development Director Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -1-4845-8215-5540v1 MDOLINGER\04706083 FIRST AMENDMENT TO THE ON-CALL ENVIRONMENTAL REVIEW AGREEMENT WHEREAS, the City of Gilroy, a municipal corporation (“City”), and FCS International, Inc. dba FirstCarbon Solutions entered into that certain agreement entitled Agreement for Services, effective on 6/27/2022, hereinafter referred to as “Original Agreement”; and WHEREAS, City and FCS International, Inc. dba FirstCarbon Solutions have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1.The first paragraph of Article 1. Term of the Agreement of the Original Agreement shall be amended to read as follows: “This agreement will become effective on 6/27/2022 and will continue into effect through 6/30/2027, unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2.This Amendment shall be effective on 6/27/2025. 3.Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4.This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY FCS INTERNATIONAL, INC. DBA FIRSTCARBON SOLUTIONS By: By: [signature] [signature] Jimmy Forbis Mary Bean [employee name] [name] City Administrator Director, Professional Services [title/department] [title] Date: Date: By: [signature] C. Patrick Schultz [name] Chief Executive Officer [title] Date: Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 4/9/2025 4/9/2025 4/28/2025 -2-4845-8215-5540v1 MDOLINGER\04706083 Approved as to Form ATTEST: City Attorney Acting City Clerk Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/3/2025 License # 0E67768 (619) 400-1996 13056 FCS International, Inc. 250 Commerce, Suite 250 Irvine, CA 92602 25054 A 1,000,000 X X PSB0008629 1/1/2025 1/1/2026 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Dec 0 1,000,000A X PSA0002832 1/1/2025 1/1/2026 No Co. Owned Autos 5,000,000A PSE0004283 1/1/2025 1/1/2026 5,000,000 0 A X PSW0004799 1/1/2025 1/1/2026 1,000,000 1,000,000 1,000,000 B Professional Liab.PRB0619120077 1/1/2025 Per Claim 2,000,000 B Ded.: $50k Per Claim PRB0619120077 1/1/2025 1/1/2026 Ann Aggregate 4,000,000 All Operations City of Gilroy, its officers, officials and employees are Additional Insureds with respect to General and Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 FCSINTE-01 MCCOWANA IOA Insurance Services 3636 Nobel Drive Suite 410 San Diego, CA 92122 Lea Coleman lea.coleman@ioausa.com RLI Insurance Company Hudson Insurance Company X 1/1/2026 X X X X X X X X X X Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 Policy Number: RLI Insurance Company Named Insured: PPA 300 03 13 Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage Loss Of Use L. Hired Car Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition Railroad Easement Q. Coverage Extensions Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 PPA 300 03 13 Page 2 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any employee of yours is an insured while using a covered auto you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the bodily injury or property damage occurs is an insured for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an insured under the Who Is An Insured provision contained in SECTION II COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the verage if you are required to do so in a contract or agreement that is executed by you before the bodily injury or property damage occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any accident or loss , provided that the accident or loss arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered autos you own: (1) Any covered auto you lease, hire, rent or borrow; and (2) Any covered auto hired or rented by your employee under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. However, any auto that is leased, hired, rented or borrowed with a driver is not a covered auto . F. Fellow Employee Coverage SECTION II COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total loss to a covered auto shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered auto , less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the loss ; Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 PPA 300 03 13 Page 3 of 5 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. Glass Repair Waiver Of Deductible SECTION III PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered auto will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c.Personal Effects Coverage In the event of a total theft loss of your covered auto we will pay up to $400 for loss to wearing apparel and other personal effects which are: (1) Owned by an insured ; and (2) In or on your covered auto ; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired autos are covered autos for Liability Coverage and this policy also provides Physical Damage Coverage for an owned auto , then the Physical Damage Coverage is extended to autos that you hire, rent or borrow subject to the following: (1) The most we will pay for loss in any one accident to a hired, rented or borrowed auto is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the loss ; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in the event of a total loss . (3) If a repair or replacement results in better than like kind or quality, we will not pay for the betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any auto that is hired, rented or borrowed with a driver; or (b) Any auto that is hired, rented or borrowed from your employee . K. Hired Auto Physical Damage Loss Of Use The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered auto which you have leased without a driver for thirty (30) days or less auto , provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered auto ; (2) The loss of use results from the covered auto being damaged in an accident while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car Worldwide Coverage The following is added to SECTION II COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car Worldwide Coverage (1) We will pay all sums an insured legally must pay as damages because of bodily injury or property damage to which this insurance applies, caused by an accident which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered auto of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or suit instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 PPA 300 03 13 Page 4 of 5 (a) You shall undertake the investigation, settlement and defense of such claims and suits and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of bodily injury or property damage to which this insurance applies, and (ii) For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such claims or suits Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single accident or loss (4) You must maintain the greater of the follow- ing primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the accident occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a loss , we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered auto . (2) We will pay only for those covered autos for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered loss and ends at the time when the covered auto can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve autos available to you for your operations. N. Amended Bodily Injury Definition Mental Anguish The following is added to SECTION V DEFINITIONS, Definition C.: Bodily injury also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. O. Airbag Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition Railroad Easement SECTION V DEFINITIONS paragraph H. Insured contact is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 PPA 300 03 13 Page 5 of 5 a.Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered auto at the time of the loss or is removable from the housing unit which is permanently installed in the covered auto at the time of the loss , and such equipment is designed to be solely operated by use of the power from the autos electrical system, in or upon the covered autos ; or R. Notice Of And Knowledge Of Occurrence SECTION IV BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a.In the event of accident , claim, suit or loss , you must give us or our authorized repre- sentative prompt notice of the accident or loss including: (1) How, when and where the accident or loss occurred; (2) The name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prompt notice of the accident or loss applies only when the accident or loss is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3)An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered auto is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 20 day of June, 2022, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: FCS International, Inc. dba FirstCarbon Solutions, having a principal place of business at 250 Commerce, Suite 250, Irvine, CA 92602. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 6/27/2022 and will continue in effect through 6/27/2025 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: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -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 $1,000,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -4- 4835-2267-0361v1 LAC\04706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: x CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; x CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; x CITY will not withhold state or federal income tax from payment to CONSULTANT; x CITY will not make disability insurance contributions on behalf of CONSULTANT; x CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -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: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -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. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -7- 4835-2267-0361v1 LAC\04706083 C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: FCS INTERNATIONAL, INC dba FIRSTCARBON SOLUTIONS CITY OF GILROY By: By: Name: Mary Bean Name: Jimmy Forbis Title: Director, Professional Services Title: City Administrator Social Security or Taxpayer Identification Number 95-3782289 Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -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 Tsui Li, 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, Kraig Tambornini 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: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -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: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -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: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Kraig Tambornini, Senior Planner City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Mary Bean or Rose Walsh FirstCarbon Solutions, Inc. 250 Commerce, Suite 250 Irvine, CA 92602 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: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Environmental Reviews In general, the Consultant will be expected to provide comprehensive environmental services in accordance with CEQA. The Consultant’s ability to complete the environmental review in a timely manner is essential. The environmental firm must have staffing resources available (either in-house or assembled team) to complete multiple environmental reviews in an expeditious manner. The services that the on-call Consultant would provide include, but are not limited to the following: 1. Write accurate, clear, concise and legally defensible environmental documents; 2. Work with a consultant staff planner if applicable; 3. Attend Planning Commission and/or City Council meetings and give presentations when necessary; 4. Complete all tasks associated with preparation of environmental documents in compliance with CEQA including to prepare, circulate and file/record environmental documents and notices in accordance with CEQA and within timelines specified by CEQA and the City (shorter timelines may be required for certain projects); 5. Peer review studies or CEQA documents prepared by others; 6. Prepare separate environmental reports as needed; 7. Conduct site visits; 8. Maintain concise and accurate administrative record for the assigned project. A copy of the administrative record shall be maintained at the City and the consultant’s original copy of the project administrative record shall be provided to the City upon request, or at project completion; 9. Be available during regular business hours to answer questions from city staff, outside agencies, and the public; and 10. Provide brief weekly updates to Gilroy Planning staff on the status of the application processing as requested. Prior to assigning a specific project, the City will provide an introductory overview of the project and the scope of services to be provided. All available drawings and other applicable technical and property information will be available to the Consultant. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE N/A Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE See attached. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 FeeSchedule 2022FEESCHEDULE—FIRSTCARBONSOLUTIONS FCS International, Inc., doing business as FirstCarbon Solutions (FCS), is a leading provider of environmental and regulatory compliance, planning and entitlement, air quality and greenhouse gas emissions, biological and cultural resources management, noise management, restoration planning and monitoring, and energy, sustainability, and carbon management services. Compensation is based on the following fee schedule and charges. FCSPersonnel HourlyLaborRate ($USD) President $310–$340 Director/Vice President $260–$310 Legal Counsel $220–$250 Associate Director/Sr. Team Leader $220–$250 Senior Project Manager/Senior Scientist/Senior Regulatory Scientist $190–$220 Project Manager/Scientist/Regulatory Scientist $140–$190 Assistant Project Manager/Assistant Scientist/Assistant Regulatory Scientist $115–$140 Environmental Analyst/Technical Analyst/Regulatory Analyst $95–$115 Senior Graphic Designer/GIS Manager $140–$195 Graphic Designer/GIS/CADD Specialist $110–$150 Publications Coordinator/Technical Editor $100–$140 Word Processor $90–$120 Archaeological/Paleontological Monitor I/II $80–$110 Archaeological/Paleontological Monitor III $110–$140 Biological Monitor I/II $80–$130 Biological Monitor III $130–$160 Reprographics Assistant/Intern $70–$90 Administrative Assistant/Accounting/Clerical $70–$110 OtherLaborRates Labor rates for expert testimony, litigation support, and depositions/court appearances will be billed at a minimum of two times the above rates. If additional services are authorized during the performance of a contract, compensation will be based on the fee schedule in effect at the time the services are authorized. DirectExpenses Direct costs and out-of-pocket expenses are billed as follows: 1. Out-of-pocket expenses, including but not limited to, travel, messenger service, reprographics, lodging, meals, blueprint, reproduction, and photographic services: Cost, as charged to FCS, plus a 10% administrative fee. 2. Subcontractors’ fees: Cost, as charged to FCS, plus a 10% administrative fee. 3. Passenger Cars: $0.585 per mile. 4. Four-wheel drive vehicles: $90.00 per day plus $0.585 per mile. 5. Records checks: Fees vary by facility and project. 6. Museum curation: Fees vary by city and project. 7. Cultural resources storage/curation of fossil and artifact collections: Cost, as charged to FCS, plus a 10% administrative fee. 8. Per Diem: Fees charged at the USA Federal (GSA) Rate. Lodging surcharge may apply in high rate areas. 9. USFWS/CDFW impacts or mitigation fees: Cost, as charged to FCS, plus a 10% administrative fee. Terms Compensation and direct expenses are invoiced monthly and payable upon receipt or as codified in project specific contract. Rates effective January 1, 2022 Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 306 *PROFESSIONAL FEE SCHEDULE, 2021-2022 BALANCE HYDROLOGICS, INC. (Effective July 18, 2021) Scientific and Engineering Staff† Hourly Rate Senior Principal $245 Principal II $230 Principal I $220 Senior Professional $195 Project Professional $185 Senior Staff Professional $175 Staff Professional $150 Assistant Professional $140 Junior Professional $130 Support Staff GIS Senior Analyst $145 GIS/CADD Analyst $130 GIS/CADD Assistant Analyst $115 Senior Project Administrator $130 Senior Report Specialist $105 Report Specialist $98 Hydrologic Technician $95 x Mileage will be charged at $0.64 mile (2WD) and $0.67/mile (4WD, if 4WD needed). x Rental vehicles will be charged at cost + 10%. x Nominal use charges are applied for certain field and analytical instruments; fees vary with the nature, duration, and frequency of use. Rate schedule available on request. x Per diem rates will be charged according to those rates set by the General Services Administration (www.gsa.gov) based on location, or nearest location to project site. x Project-related expenses will be billed at cost plus 10%, including work by outside consultants and analytical or testing laboratories. x Certain surcharges and minimums apply to courtroom or hearing testimony; particulars available upon request. * Reimbursable charges for mileage are subject to change based upon prevailing IRS rates. † Includes environmental scientists and engineers practicing in hydrology, geology, soil and watershed sciences, and civil and erosion-control engineering. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 Hexagon202ϮBillingRates ProfessionalClassificationRateperHour President$300 Principal$260 SeniorAssociateII$240 SeniorAssociateI$220 AssociateII$200 AssociateI$175 Planner/EngineerII$155 Planner/EngineerI$130 Admin/Graphics$110 SeniorCADTech$95 Technician$75 Directexpensesarebilledatactualcosts,withtheexceptionofmileage,whichisreimbursedatthecurrent ratepermilesetbytheIRS. BillingratesshownareeffectiveJanuary1,2022andsubjecttochangeJanuary1,2023. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 Ninyo & Moore | City of Gilroy | 09OAK03-01077 | June 9, 2022 CA13 Schedule of Fees Hourly Charges for Personnel Professional Staff Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist .............................................. $ 195 Senior Engineer/Geologist/Environmental Scientist ................................................................................................ $ 190 Senior Project Engineer/Geologist/Environmental Scientist .................................................................................... $ 185 Project Engineer/Geologist/Environmental Scientist ............................................................................................... $ 175 Senior Staff Engineer/Geologist/Environmental Scientist ....................................................................................... $ 150 Staff Engineer/Geologist/Environmental Scientist ................................................................................................... $ 145 GIS Analyst ............................................................................................................................................................... $ 125 Technical Illustrator/CAD Operator .......................................................................................................................... $ 103 Field Staff Certified Asbestos/Lead Technician ........................................................................................................................ $ 185 Field Operations Manager ........................................................................................................................................ $ 125 Nondestructive Examination Technician (UT, MT, LP) ........................................................................................... $ 119 Supervisory Technician ............................................................................................................................................ $ 115 Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing) ............................................. $ 109 Senior Technician ..................................................................................................................................................... $ 108 Technician ................................................................................................................................................................ $ 103 Administrative Staff Information Specialist ............................................................................................................................................... $ 85 Geotechnical/Environmental/Laboratory Assistant .................................................................................................. $ 80 Data Processor ......................................................................................................................................................... $ 75 Other Charges Concrete Coring Equipment (includes technician) .............................................................................................. $ 190/hr Anchor Load Test Equipment (includes technician) ............................................................................................ $ 190/hr GPR Equipment ................................................................................................................................................... $ 180/hr Inclinometer .......................................................................................................................................................... $ 100/hr Hand Auger Equipment ....................................................................................................................................... $ 80/hr Rebar Locator (Pachometer) ............................................................................................................................... $ 25/hr Vapor Emission Kit ............................................................................................................................................... $ 65/kit Nuclear Density Gauge ........................................................................................................................................ $ 12/hr X-Ray Fluorescence ............................................................................................................................................ $ 70/hr PID/FID................................................................................................................................................................. $ 25/hr Air Sampling Pump .............................................................................................................................................. $ 10/hr Field Vehicle ......................................................................................................................................................... $ 15/hr Expert Witness Testimony ................................................................................................................................... $ 450/hr Direct Expenses .....................................................................................................................................Cost plus 15 % Special equipment charges will be provided upon request. Notes For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays. Field technician and special inspection hours are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours. Invoices are payable upon receipt. A service charge of 1.5 percent per month may be charged on accounts not paid within 30 days. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable. The terms and conditions are included in Ninyo & Moore’s Work Authorization and Agreement form. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99 Ninyo & Moore | 2021 Laboratory Testing Schedule of Fees for Laboratory Testing SOILS CONCRETE Atterberg Limits, D 4318, CT 204 ............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ................................................... $ 35 California Bearing Ratio (CBR), D 1883 ................................................... $ 550 Concrete Mix Design Review, Job Spec ..................................................... $ 300 Chloride and Sulfate Content, CT 417 & CT 422 .................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ............................... $ 850 Consolidation, D 2435, CT 219 ................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42 ........................ $ 120 Consolidation, Hydro-Collapse only, D 2435 ........................................... $ 150 Drying Shrinkage, C 157 .............................................................................. $ 400 Consolidation – Time Rate, D 2435, CT 219 ........................................... $ 200 Flexural Test, C 78 ....................................................................................... $ 85 Direct Shear – Remolded, D 3080 ............................................................ $ 350 Flexural Test, C 293 ..................................................................................... $ 85 Direct Shear – Undisturbed, D 3080 ......................................................... $ 300 Flexural Test, CT 523 ................................................................................... $ 95 Durability Index, CT 229 ............................................................................ $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................ $ 275 Expansion Index, D 4829, IBC 18-3 ......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 ......................................... $ 80 Expansion Potential (Method A), D 4546 ................................................. $ 170 Petrographic Analysis, C 856 ....................................................................... $ 2,000 Geofabric Tensile and Elongation Test, D 4632 ...................................... $ 200 Restrained Expansion of Shrinkage Compensation ................................... $ 450 Hydraulic Conductivity, D 5084 ................................................................. $ 350 Splitting Tensile Strength, C 496 ................................................................. $ 100 Hydrometer Analysis, D 6913, CT 203 ..................................................... $ 220 3x6 Grout, (CLSM), C 39.............................................................................. $ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils .......................... $ 120 2x2x2 Non-Shrink Grout, C 109.................................................................. $ 55 Moisture Only, D 2216, CT 226 ................................................................ $ 35 Moisture and Density, D 2937 ................................................................... $ 45 ASPHALT Permeability, CH, D 2434, CT 220 ........................................................... $ 300 Air Voids, T 269 ............................................................................................ $ 85 pH and Resistivity, CT 643 ........................................................................ $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ............................. $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ....................... $ 220 Asphalt Mix Design Review, Job Spec ........................................................ $ 180 Proctor Density with Rock Correction D 1557.......................................... $ 340 Dust Proportioning, CT LP-4 ........................................................................ $ 85 R-value, D 2844, CT 301 ........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 .................... $ 250 Sand Equivalent, D 2419, CT 217 ............................................................ $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ........................ $ 150 Sieve Analysis, D 6913, CT 202 ............................................................... $ 145 Film Stripping, CT 302 .................................................................................. $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 ............................................ $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 .......................... $ 225 Specific Gravity, D 854 .............................................................................. $ 125 Marshall Stability, Flow and Unit Weight, T 245 ......................................... $ 240 Thermal Resistivity (ASTM 5334, IEEE 442) ........................................... $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 .................................. $ 150 Triaxial Shear, C.D, D 4767, T 297 ........................................................... $ 550 Moisture Content, CT 370 ............................................................................ $ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ............. $ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ........................ $ 350 Slurry Wet Track Abrasion, D 3910 ............................................................. $ 150 Triaxial Shear, U.U., D 2850 ..................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .................. $ 4,900 Unconfined Compression, D 2166, T 208 ................................................ $ 180 Superpave, Gyratory Unit Wt., T 312 .......................................................... $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 ................................. $ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308 ............................................. $ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ........... $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 .............................................. $ 90 Brick Compression Test, C 67 .................................................................. $ 55 Voids filled with Asphalt, (VFA) CT LP-3 ..................................................... $ 90 Brick Efflorescence, C 67 .......................................................................... $ 55 Wax Density, D 1188 ................................................................................... $ 140 Brick Modulus of Rupture, C 67 ................................................................ $ 50 Brick Moisture as received, C 67 .............................................................. $ 45 AGGREGATES Brick Saturation Coefficient, C 67 ............................................................. $ 60 Clay Lumps and Friable Particles, C 142 .................................................... $ 180 Concrete Block Compression Test, 8x8x16, C 140 ................................. $ 70 Cleanness Value, CT 227 ............................................................................ $ 180 Concrete Block Conformance Package, C 90 ......................................... $ 500 Crushed Particles, CT 205 ........................................................................... $ 175 Concrete Block Linear Shrinkage, C 426 ................................................. $ 200 Durability, Coarse or Fine, CT 229 .............................................................. $ 205 Concrete Block Unit Weight and Absorption, C 140 ................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ....................... $ 180 Cores, Compression or Shear Bond, CA Code ....................................... $ 70 Flat and Elongated Particle, D 4791 ............................................................ $ 220 Masonry Grout, 3x3x6 prism compression, C 39 .................................... $ 45 Lightweight Particles, C 123 ......................................................................... $ 180 Masonry Mortar, 2x4 cylinder compression, C 109 ................................. $ 35 Los Angeles Abrasion, C 131 or C 535 ....................................................... $ 200 Masonry Prism, half size, compression, C 1019...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117 .............................. $ 90 Masonry Prism, Full size, compression, C 1019...................................... $ 200 Organic Impurities, C 40 ............................................................................... $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 ............... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 .................... $ 950 Chemical Analysis, A 36, A 615 ................................................................ $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ................... $ 475 Fireproofing Density Test, UBC 7-6 .......................................................... $ 90 Sand Equivalent, T 176, CT 217.................................................................. $ 125 Hardness Test, Rockwell, A 370 ............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................ $ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 ................. $ 145 per assembly, A 325 ............................................................................. $ 150 Sodium Sulfate Soundness, C 88 ................................................................ $ 450 Mechanically Spliced Reinforcing Tensile Test, ACI ............................... $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 .......................... $ 115 Pre-Stress Strand (7 wire), A 416 ............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207............................... $ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 ..................... $ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370......................... $ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ...................... $ 80 Roofing Tile Absorption, (set of 5), C 67 ..................................................... $ 250 Roofing Tile Strength Test, (set of 5), C 67................................................. $ 250 Special preparation of standard test specimens will be charged at the technician’s hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. Docusign Envelope ID: FEF41F78-05B6-4FBD-94AF-2B8834C54A99