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Agreement - Ascent Environmental, Inc. - Expires: 2027-05-31
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) 4/10/2025 Contract Expiration Date: 5/31/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Ascent Environmental, Inc. Contract Subject: (no more than 100 characters) Development of a Gilroy VMT/GHG Reduction Program Contract Amount: (Total Amount of contract. If no amount, leave blank) 440816 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 25-RFP-CDD-514 Sharon Goei, Community Development Director Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 8th day of April, 2025, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Ascent Environmental, Inc., having a principal place of business at 455 Capitol Mall, Suite 300, Sacramento, CA 95814. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 10, 2025 and will continue in effect through May 31, 2027 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A.Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B.Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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 $440,816. 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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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 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, loss es, 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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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 constitut ing 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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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: ASCENT ENVIRONMENTAL, INC. CITY OF GILROY By: By: Name: Honey Walters Name: Jimmy Forbis Title: Principal Title: City Administrator Social Security or Taxpayer Identification Number 27-1537109 Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney Acting City Clerk Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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 Benjamin Fordham, 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, Valerie Negrete 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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Valerie Negrete City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Benjamin Fordham Ascent Environmental, Inc. 2054 University Ave, Suite 400 Berkeley, CA 94704 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: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES The Consultant will develop the Gilroy VMT/GHG Reduction Program to include a City-wide Greenhouse Gas (GHG) Reduction/Climate Action Plan (CAP) and Vehicle Miles Traveled (VMT) Reduction/Transportation Demand Management (TDM) Guidelines. The overall goal of this project is to develop a comprehensive program to reduce VMT and GHG emissions in Gilroy. Program measures must be tailored to the unique geographic and demographic needs of Gilroy, with an emphasis on mode shift and energy efficiency, while advancing economic developm ent and equity in the City’s most vulnerable disadvantaged communities. Throughout this scope of work, the VMT/GHG Reduction Program is referred to by the two main components that will make up the program: the CAP and the TDM Guidelines. Collectively, the VMT/GHG Reduction Program simply referred to as the Program. TASK 1. CONSULTANT KICKOFF MEETING Task 1.1. Kickoff Meeting The Consultant will hold a kickoff meeting with the City (and Caltrans staff as needed) to refine project expectations, assumptions, objectives, and scope of work, confirm the project timeline and milestone schedule, and discuss existing documents, data, policies, and initiatives relevant to the CAP (e.g., Gilroy Climate Action Interim Guidelines, 2040 General Plan). The Consultant also recommends using this meeting to confirm community-based organizations that will be consulted and anticipated members of the Technical Advisory Group, identify specific dates for any near- term community outreach meetings, and establish the timing of other future activities. This meeting will also serve to establish the project management procedures, including invoicing terms and communication protocols that are intended to keep all parties appropriately involved and informed. The Consultant will prepare a meeting agenda and meeting notes to document the main takeaways and action items. Task 1.2. Ongoing Project Management The Consultant will set up and facilitate regular virtual meetings to discuss project status and ensure coordination with the City. The purpose of these meetings will be to discuss items such as deliverables, upcoming tasks or milestones, project schedule, and next steps and to identify and discuss any critical path items such as outstanding data needs or schedule constraints. The Consultant will set up a SharePoint folder for sharing documents and deliverables between the Consultant and the City. Also under this task, the Consultant will submit brief monthly written status reports summarizing project activities, along with their invoices, to the City’s designated point of contact. Task 1 Deliverables: •Kickoff meeting agenda and summary (electronic) Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -2- 4835-2267-0361v1 LAC\04706083 • Milestone schedule (electronic) • Schedule and facilitate up to 30 project status meetings, 30 minutes each (virtual) • Project status meeting agendas and action item summaries (electronic) • Monthly invoices and progress reports (electronic) - due the fifth day of the following month TASK 2. BACKGROUND RESEARCH/EXISITING CONDITIONS To create an effective and implementable Program, it is crucial to understand and leverage the existing policies and tools already in place. As part of the preliminary research to develop the City’s VMT/GHG Reduction Program, the Consultant will review existing initiatives the City has taken to address transportation and climate change issues and to reduce VMT and GHG emissions. The Consultant will review existing regional and local climate action plans and other relevant plans and guides to give them insights into baseline data. The following is a list of several existing planning mechanisms, guides, and tools that the Consultant proposes to review to inform the program’s development. The Consultant will review these initiatives and tools to compile a summary report to support the development of VMT and GHG reduction strategies. The summary report will be an appendix to the CAP document to provide transparency to the public on what was considered in preparing strategies. The report will focus on existing goals, policies, and actions in City and partner agency documents that have relevance to transportation planning and GHG reduction. The report is not meant to generate an exhaustive list of actions, only to identify those that are relevant to the City’s Program. It is anticipated that the strategy development process will build upon this list. • Gilroy 2040 General Plan and 2023–2031 Housing Element • Gilroy Travel Demand Forecast model • Office of Land Use and Climate Innovation's (LCI’s) Technical Advisory on Evaluating Transportation Impacts in CEQA • Gilroy Circulation Plan update • Gilroy Bicycle and Pedestrian Transportation Plan • Santa Clara County Community Climate Roadmap 2035 • San Benito and Santa Clara Priority Climate Action Plan • VTA Equitable VMT Mitigation Program for Santa Clara County • CAPCOA Handbook • MTC/ABAG Technical Assistance • Greenlining Institute’s Mobility Equity Framework Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -3- 4835-2267-0361v1 LAC\04706083 Task 2 Deliverables: • Summary report of background documents, related efforts, and existing tools in Gilroy (electronic) TASK 3. ENGAGEMENT PLAN The Consultant will collaborate with the City to develop an engagement strategy that integrates the Greenlining Institute’s Mobility Equity Framework throughout the engagement process. This approach addresses historical gaps in meeting the mobility needs of low-income communities of color, leading to disproportionate burdens and inequitable access to transportation resources. The framework will shape both traditional and equity-focused outreach strategies, ensuring meaningful participation from residents and disadvantaged communities early in the process. By prioritizing equity and creating multiple avenues for ongoing community input, engagement will ground-truth TDM and climate action recommendations while supporting broader sustainability and economic opportunity goals. Task 3.1. Prepare Engagement Plan The Consultant will collaborate with the City to develop a comprehensive and innovative community engagement plan tailored to Gilroy’s unique needs. Building on the City’s existing and past outreach efforts, this plan will enhance current communication methods and identify opportunities to align with other ongoing or planned engagement activities occurring in 2025 and 2026. The engagement plan will outline a strategic approach to engaging disadvantaged communities and all residents from the outset of the project, ensuring a coordinated effort to gather input and incorporate it into Program development. This approach aligns with the Equity Mobility Framework’s guidance for prioritizing early and consistent community involvement. The engagement plan will include: • A summary of the City's community outreach goals and objectives, including metrics for measuring engagement success; • A list and description of how specific activities to reach, educate, and engage the community throughout the CAP process will fit together as a cohesive strategy across all project phases; • A detailed schedule, format, and resources for all outreach activities through shared live resources; • A list of stakeholders, community-based organizations, agencies, and government entities, along with their roles in Program development; • A list of media outlets to reach specific audiences (e.g., local newsletters, newspapers, Facebook, Nextdoor, Instagram, radio) and virtual platforms for outreach (e.g., Zoom, Mural, Slido) in addition to traditional outreach tools; • Confirmation of coordination, facilitation, and communication preferences; and Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -4- 4835-2267-0361v1 LAC\04706083 •A clear breakdown of the City’s and the Consultant's roles and responsibilities for implementing and executing all outreach activities. Task 3.2. Technical Advisory Group The Consultant will collaborate with the City to prepare for and conduct up to four Technical Advisory Group (TAG) meetings throughout the Program development process. The TAG will bring together key stakeholders, like local transportation agencies, developers, public health agencies, local business representatives, utility providers, academic institutions, and community- based organizations (CBOs). TAG members will provide technical expertise and sector-specific feedback on emissions reduction strategies, transportation demand management strategies, implementation considerations, and costs to develop and refine transportation and climate strategies. The TAG will also develop a shared definition of equity and provide guidance on appropriate indicators to help prioritize future mobility investments to support the Mobility Equity Analysis (Task 3.3.4). Once the analysis is complete, the TAG will review the results to ensure alignment with strategies in the CAP and local needs. The Consultant will play a key role in facilitating the TAG meetings, ensuring they follow an interactive format tailored to project needs. Meeting formats could include project updates, technical presentations, and focused discussions to help meet TAG objectives. Each me eting will conclude with clear action items and the next steps to help maintain momentum and progress. The Consultant will document each meeting with summaries and key themes that will be distributed to all TAG members and archived for reference throughout the Program development process. Between TAG meetings, the Consultant will work with the City to encourage regular communication with members to ensure continued progress on action items and to prepare for upcoming discussions. Task 3.3. Disadvantaged Communities Engagement The Consultant's approach to engaging disadvantaged communities follows the Greenlining Institute’s Mobility Equity Framework to identify the most pressing needs of Gilroy’s underserved communities and to establish equity indicators and community-defined mobility priorities. The Consultant will support the City in engaging communities historically disadvantaged or disproportionately impacted by climate change through a multifaceted strategy that actively addresses participation barriers. Addressing the transportation needs of disadvantaged communities is crucial for ensuring residents have access to jobs, education, and recreation, which fuels economic growth and enhances the quality of life for everyone in Gilroy. This effort will help develop equitable solutions and establish long-term partnerships that extend beyond CAP adoption. Task 3.3.1. Mobility Needs Assessment The Consultant will prepare a mobility needs assessment in collaboration with the City and local CBOs early in the project, serving as a crucial step in equitable transportation and climate planning. The assessment will align with step one of the Mobility Equity Framework to determine community-identified mobility needs and empower residents to propose transportation project Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -5- 4835-2267-0361v1 LAC\04706083 ideas that matter most to them. The assessment will follow a traditional survey format to capture demographic information and specific mobility needs. The survey will be available in English and Spanish and will be distributed across multiple channels, including digital format accessible via computer or mobile device, paper copies at community centers and City facilities, and in-person collection at community events. This early engagement ensures disadvantaged communities have enough time to contribute their insights on challenges and opportunities related to mobility and the CAP’s development. CBOs will play a crucial role in ground-truthing the findings in the survey against their firsthand experience with the communities they serve. Input will be integrated with feedback gathered from CBO focus groups and other outreach efforts to inform the development of the Mobility Equity Analysis. Task 3.3.2. Community-Based Organization Focus Group Meetings The Consultant will collaborate with the City to prepare for and conduct up to four in-person or virtual CBO focus group meetings. To ensure comprehensive community representation, focus groups will include a variety of organizations and advocacy groups representing Gilroy’s disadvantaged communities, seniors, lower-income families, non-English-speaking individuals, and other populations with special needs. The City has already developed formal or informal partnerships, building on the successful relationships established during previous planning efforts. CBO focus groups serve to ensure equitable outcomes that prioritize disadvantaged communities, engage organizations in identifying implementation support, and promote peer-to-peer learning. CBOs are essential in step one of the Mobility Equity Framework as they can share resources and opportunities to educate the community on mobility equity, ensuring informed decision-making. Participating CBOs will serve as liaisons with their broader networks, enabling a two-way flow of information. This approach facilitates the distribution of project updates through trusted community channels and creates opportunities to gather valuable feedback. Participating CBOs will be compensated for their time through the project budget. The CBO focus group meetings will be interactive and flexible, creating a safe and welcoming environment for participants to comfortably share and discuss diverse perspectives. The specific structure could vary depending on project needs and may include listening sessions, guided discussions, or interactive activities that encourage participation in a comfortable setting. CBO focus group meetings will also serve to support step two of the Mobility Equity Framework, offering guidance on near-term equity considerations and community-identified mobility needs to influence project and mode prioritization needed in the Mobility Equity Analysis. By fostering ongoing relationships with CBOs through focus group engagement, we can create a collaborative environment where local expertise informs CAP development. This approach ensures that the CAP reflects the needs of Gilroy’s most vulnerable community members while serving all residents. Task 3.3.4. Mobility Equity Analysis The Consultant will conduct the Mobility Equity Analysis, incorporating community input and using the Equity Mobility Framework methodology outlined in step two. This analysis will Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -6- 4835-2267-0361v1 LAC\04706083 coalesce project ideas and preferred modes of transportation from the mobility needs assessment, CBO focus groups, and pop-up events, developing an understanding of community transportation priorities in Gilroy. The Consultant will then compile a list of common project ideas and preferred modes of transportation and apply a score to each using equity indicators developed in collaboration with the TAG and CBOs. The analysis will incorporate the Disadvantaged Community Benefits tool as recommended in the Mobility Equity Framework to build on traditional scorecard approaches and ensure engagement is integrated into the prioritization process. This tool assesses how each transportation project or mode benefits disadvantaged communities by addressing the following questions: •Does the investment meet an important community need? •Are the benefits significant? •Are low-income residents or households the primary beneficiaries? •Does investment avoid substantial burdens? The analysis will result in a ranked list of transportation projects and modes based on their equity score results and alignment with the four questions. This evaluation approach ensures that prioritization is grounded in community priorities and lived experiences, leading to recommendations that advance both environmental and equity goals while addressing Gilroy’s specific mobility needs. The Mobility Equity Analysis will inform the development of targeted VMT and GHG emission reduction strategies to help advance environmental and equity goals. Results from this analysis can support other transportation projects, ensuring that future investments incorporate community perspectives into planning efforts. The Consultant will prepare a draft of the analysis for the City to review. Upon receipt of one set of consolidated comments, the Consultant will revise and finalize the Mobility Equity Analysis, which will be included as an appendix to the CAP. Task 3.4. Engagement Website and Collateral Materials The Consultant will collaborate with the City to develop and maintain a project website and a suite of collateral materials to ensure effective outreach of Program information and participation opportunities. This task will include the development of project branding, including creating a project logo, color palette, and template designs. Creating adaptable materials for both digital and physical touchpoints will establish consistent communication channels, sustain engagement throughout the planning process, and foster inclusive participation. This multichannel approach ensures that all community members, regardless of their preferred method of engagement or technological access, can meaningfully participate in the Program development process. All materials will support step one of the Mobility Equity Framework by providing content that can support education around mobility and the planning process. Social Pinpoint will serve as the project website host, offering innovative features that enhance community participation and data collection. For example, the platform’s interactive mapping tool will allow residents to pinpoint specific locations for mobility and climate action opportunities. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -7- 4835-2267-0361v1 LAC\04706083 Community feedback functions, including polling features, vision boards, and community forums, are intended to gather community feedback and create virtual spaces for ongoing community dialogue. The fund-it participatory budgeting activity also allows residents to explore and better understand implementation trade-offs and priorities through an interactive budget allocation tool. To ensure accessibility for Gilroy’s diverse community, all content will be available in multiple languages through Google Translate integration. Real-time analytics capabilities within Social Pinpoint will help track engagement metrics and synthesize reports to inform the development of the CAP and TDM Guidelines and adjust engagement strategies as needed. The City and the Consultant will maintain administrative access to manage content, monitor engagement, and generate comprehensive reports that will inform the Program’s development and implementation strategies. To support engagement and website content, the Consultant will also create a cohesive set of collateral materials following City-approved branding and style guidelines. The Consultant envisions creating FAQ pages, fact sheets, PowerPoint templates, social media content, email announcements, and graphics to be adapted throughout the Program’s development. All materials will be designed for a non-technical audience and translated into Spanish, with both digital and print versions available to communities. The project website will also be promoted through QR codes on collateral materials, allowing quick access to listserv sign-ups and important project information available online. To maximize reach and engagement, the Consultant will compile all materials into a partner outreach packet for CBOs, City departments, and supporting agencies to distribute through their established communication channels. The distribution will prioritize leveraging CBOs and community partners to engage the populations they serve, particularly those in disadvantaged communities. Task 3.5. Engagement Summary The Consultant will prepare a summary report detailing all engagement efforts conducted during the Program development process. The report will compile key findings, themes, and recommendations from communitywide and targeted outreach activities, including input from the TAG and CBO focus groups. The Consultant envisions documenting community priorities, identified challenges, proposed solutions, and how diverse perspectives shaped emissions reduction and TDM strategies. This report will demonstrate the City’s commitment to inclusive planning while serving as a valuable resource for future engagement efforts. Task 3 Deliverables: •Draft and final engagement plan (electronic) •Lead and facilitate virtual Technical Advisory Group meetings (up to four), including agendas, materials, and meeting summaries (electronic) •Mobility needs assessment survey, including Spanish translation (electronic) •Draft and final mobility equity analysis (electronic) Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -8- 4835-2267-0361v1 LAC\04706083 •Lead and facilitate CBO focus group meetings (up to four total), including agendas, materials, and meeting summaries •Draft and final equity needs analysis (electronic) •Two-year subscription to Social Pinpoint platform •Website buildout and maintenance (electronic) •Graphic layout, social media, and templates package (electronic) •Draft and final engagement summary (electronic) TASK 4. GREENHOUSE GAS REDUCTION/CLIMATE ACTION PLAN Task 4.1. Review and Update GHG Inventory In addition to reviewing the documents noted under Task 2, the Consultant will review existing documents pertaining to the GHG reduction and applicable regional and state requirements and guidelines. This review may include: •Gilroy’s Climate Action Plan Interim Guidelines (2012); •Relevant General Plan policies that are to be considered for the CAP, understanding that the CAP may be adopted as an amendment to the City’s 2040 General Plan; •An ongoing VMT and traffic analysis; •CARB’s 2022 Scoping Plan; and •BAAQMD’s CEQA Guidelines and recommendations for local climate action plans. The Consultant will prepare an updated baseline inventory of the community’s GHG emissions. As part of this inventory update, the Consultant will review the City’s 2005 community GHG emissions inventory and Silicon Valley Clean Energy’s (SVCE’s) GHG inventory to help inform the context of the updated inventory. To update the inventory, the Consultant will also gather, update, and develop all necessary data through a review of public data sets as well as a data request that the Consultant will submit to the City and any relevant agencies (e.g., Valley Water) to obtain applicable activity data (e.g., energy use, VMT, water use). The Consultant will submit a data request to and prepare an updated baseline inventory of the community’s GHG emissions. The updated inventory will provide a comprehensive snapshot of emissions associated with activities within the City’s jurisdiction for the most recent calendar year available, anticipated to be 2023, or as agreed upon with the City. The inventory will establish a baseline against which future emissions levels and reduction targets can be measured, helping to identify the sectors and sources generating GHG emissions and their relative contributions. The Consultant will adhere to industry standards and best practices, ensuring accuracy and consistency with relevant protocols, such as the U.S. Communities Protocol Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -9- 4835-2267-0361v1 LAC\04706083 for Accounting and Reporting of Greenhouse Gas Emissions. The inventory will use the most current set of emissions factors, such as those from CARB’s Emission Factor Model (EMFAC2021) and updated energy-related emissions factors from SVCE and the Pacific Gas and Electric Company (PG&E). Pending confirmation from the City, the Consultant anticipates that the relevant emissions sectors addressed in the inventory would include building energy, on-road transportation, off-road transportation, solid waste, water, wastewater, and, if applicable, agriculture. The inventory will be prepared in a Microsoft Excel spreadsheet summarizing all relevant data by sector and providing graphs and tables depicting the resulting emissions inventory by sector. The spreadsheet will be set up in such a way that the City can update the inventory in future years with minimal assistance. Data obtained will be saved in a shared online collaboration folder. The Consultant will complete a technical memorandum that will document the methodologies, assumptions, data, emissions factors, and emissions inventory results by sector. The memorandum will be included as an appendix to the final CAP. Task 4.2. Prepare GHG Emissions Forecasts and Reduction Targets Task 4.2.1. Prepare GHG Emissions Forecasts The Consultant will prepare two emissions forecasts: a business -as-usual (BAU) forecast and a legislative-adjusted forecast by emissions sector for 2035, 2040, and 2045. These years are aligned with the most current statewide target years established by SB 32 (2016) and Assembly Bill (AB) 1279 (2022), as well as the General Plan horizon year (2040). The BAU forecast is a conservative forecast that does not account for future regulatory changes but instead only accounts for anticipated population and employment growth in Gilroy. The legislative-adjusted forecast will account for future impacts of existing adopted regulations on future emissions in addition to population and employment growth in the city. The legislative- adjusted forecast will consider foreseeable GHG emissions reductions from legislative or regulatory changes at the federal and state levels, including SB 1425, SB 100, SB 1020, the Low Carbon Fuel Standard, the Advanced Clean Cars Program, and California Code of Regulations Title 24, Part 6. The Consultant will calculate the impact that these laws and regulations will have on future emission levels based on the selected target years and will produce a forecast with a well- supported estimation of future emissions growth. To obtain the most accurate forecast data, the Consultant will submit a data request to the City regarding the most realistic forecast parameters (e.g., population growth, employment growth, VMT growth) that account for the City’s long-range planning efforts, including an assessment of the future of major events (e.g., festivals) that may impact the VMT generated, electricity use, and other emission-generating activity in the city. The Consultant will use this data, in addition to legislative adjustments, to project future emissions. The Consultant will present these findings along with the GHG reduction targets in a technical memorandum that will be included as an appendix to the final CAP. A draft will be provided to the City for review, and we will prepare a final version incorporating one set of consolidated comments from the City. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -10- 4835-2267-0361v1 LAC\04706083 Task 4.2.2. Prepare GHG Reduction Targets SB 32 established a statewide GHG emissions reduction target of 40 percent below 1990 levels by 2030. However, with the passage of AB 1279 in 2022, the state’s longer-term target now includes a statewide reduction of anthropogenic emissions of 85 percent below 1990 levels by 2045 and net zero GHG emissions also by 2045. The Consultant will identify and recommend 2035, 2040, and 2045 GHG emissions reduction targets for the city that are aligned with statewide targets and consistent with CARB guidance in the 2022 Scoping Plan for local plan-level analysis. The Consultant works closely with CARB on environmental documentation for its regulations. In this capacity, the Consultant is intimately familiar with the data underlying CARB’s inventory and targets, including the latest Scoping Plan adopted in 2022. The Consultant will work with the City to determine and confirm the most robust, applicable approach to a GHG reduction target that complies with the intent of the state’s goals. The Consultant is also particularly familiar with the California Supreme Court’s decision regarding GHG target setting pursuant to the Newhall Ranch case and will recommend reduction targets that are mindful of the court’s guidance, ensuring that targets will be set using substantial evidence, providing the City with legal defensibility for its CAP. The Consultant will present the GHG emissions reduction targets in a technical memorandum that will be included as an appendix to the final CAP. A draft will be provided to the City for review, and the Consultant will prepare a final version incorporating one set of consolidated comments from the City. Task 4.3. Identify GHG Reduction Measures The Consultant will identify and evaluate a list of GHG reduction measures for inclusion in the CAP to meet the targets established under Task 4.2 while considering input received during the engagement process and prioritizing the project’s focus on VMT reduction. A preliminary draft list of measures will be sent to the City to address the feasibility, appropriateness, nature, and scope of new measures to be included in the CAP. In addition, it will be important to craft measures that demonstrate, based on substantial evidence, how their collective implementation will achieve the GHG emission reduction targets. The Consultant will develop the preliminary draft list of measures in Microsoft Excel. Through an iterative process, it will incorporate feedback collected from the City and the community engagement process (Task 3) and be informed by the concurrent VMT reduction analysis efforts under Task 5. To ensure alignment with the engagement process, the Consultant will collaborate with the City to determine the optimal timing and extent of engagement relative to the measure development process. The recommended measures will focus particular attention on VMT reduction through innovative and locally sensitive TDM programs and solutions developed under Task 5, as well as integrating electric vehicle infrastructure needs. The Consultant will ensure consistent collaboration on developing GHG reduction measures related to VMT reduction. The list will also be based on existing local and regional efforts, current and anticipated future technology, regulatory frameworks, best practices (e.g., the California Air Pollution Control Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -11- 4835-2267-0361v1 LAC\04706083 Officers Association’s Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity), and other actions necessary to meet the City’s targets. The measures will concentrate on actions within the City government’s jurisdiction and influence, addressing all emissions sources as outlined in the inventory. The measures will include efforts to advance energy efficiency, switch to low-carbon fuels, increase the use of renewable electricity in the building and transportation sectors, support transportation alternatives, and move toward zero waste, among others. Furthermore, although they may not be quantifiable for GHG reduction, the Consultant will include cross-cutting measures related to community engagement and behavior, regional partnerships, circular economy, emergency preparedness and resilience, and health and equity. The Consultant will ensure the measures are tailored and appropriate for the communities of Gilroy, reflecting the diversity of land uses and building types, economic characteristics, community values, and other factors. The purpose of the preliminary list will be to review and discuss needed modifications to measures, as well as to obtain input from and confirm with City staff and the TAG the nature and scope of measures to be included in the CAP. The Consultant will also work with the City during the review of the preliminary draft measures to gather necessary activity data and develop participation rates or performance targets and other parameters that will be required for further analysis. Task 4.4. Analyze GHG Reduction Measures Following the City’s review of and TAG members’ input into the preliminary draft measures list, the Consultant will revise the list into a set of draft measures that will be more fully developed and analyzed for submission to the City for review and confirmation. For measures that are i dentified as quantifiable, the Consultant will quantify the GHG reductions expected to be achieved by the measures and will perform a GHG reduction gap analysis for the GHG reduction measures to determine whether the draft measures will achieve the GHG reduction targets. Calculations and results will be performed in an organized Microsoft Excel spreadsheet. The Consultant will use case studies, peer-reviewed scientific applications, state guidance documents, and other verified sources to inform these calculations and provide substantial evidence behind the work. The Consultant will document all information, assumptions, and target indicators used to quantify potential emissions reductions in a single master dataset for the GHG gap analysis. Work under this task will be done through a distributional equity lens, which is about the fair distribution of resources, benefits, and burdens that result from climate planning decisions. The full list of measures will be presented as a roadmap for the City to plan its GHG emissions reduction activities and enhance resilience. The Consultant will present these findings in a technical memorandum. After receipt of City comments on the technical memorandum, the Consultant will develop a prioritization matrix, relying on the indicators developed by the TAG, to determine near-term measures for inclusion in the implementation plan. The Consultant will prepare a draft framework for all criteria considered in the prioritization matrix for City review. The matrix’s purpose will be to determine near-term measures for inclusion in the implementation plan. The full list of measures will be qualitatively scored, considering a range of criteria such as relative implementation costs based on a scale of low to medium to high (i.e., $, $$, $$$), equity impacts, consistency with Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -12- 4835-2267-0361v1 LAC\04706083 adopted plans/regulations (e.g., General Plan), and co-benefits, which may include improved energy security, improved public health, improved air quality, and local green jobs, among others. Task 4.5. Prepare CAP Outline Prior to initiating preparation of the draft CAP, the Consultant will prepare an outline for City review, identifying the organizational framework and locations where key topics will be addressed. An example outline follows. Chapter 1. Introduction to CAP, including an overview of climate change issues and the purpose/goals of the CAP and a summary of the CAP process. This chapter will also discuss the CAP development and community engagement processes. Chapter 2. Background information section, describing the science underlying climate change and the impacts anticipated for the city. This chapter will also describe existing federal and state regulations related to GHG emissions, as well as regional coordination and planning efforts related to the CAP. Chapter 3. The GHG inventory, forecasts, and targets section, reporting the updated GHG emissions inventory and projected emissions by category. This chapter will include the BAU and legislative-adjusted forecasts, accounting for federal and state measures that result in lower GHG emissions in the city. The inventory, forecasts, and targets will be graphically depicted to allow visualization of the local context. Chapter 4. Climate action strategies, which will include the level of GHG reduction anticipated, demonstrating how the City will meet its GHG reduction targets. Chapter 5. Implementation and monitoring, which identifies and prioritizes how actions will be implemented using the results of the prioritization scoring analysis and CEQA consider ations for streamlining benefits. Details such as key steps, implementation partners and their roles/responsibilities, priority actions, and timeline will be included in this chapter. Chapter 6. Works cited, which will cite all work, protocols, agencies, or persons contacted in the development of the CAP. Appendices. A detailed methodology and assumptions section to document and provide transparency in how the inventory, forecasts, and GHG reduction strategies were calculated. The outline shown here is one example of how information could be presented. The Consultant will work with the City to understand expectations to tailor this outline and to confirm tone and format, balance between information presented in chapters and appendices, and overall design of the document. To prepare a CEQA-qualified CAP, all relevant information consistent with State CEQA Guidelines Section 15183.5 will need to be considered. The Consultant will make recommendations on critical content to be included in the body of the CAP while making the document concise, accessible, and engaging. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -13- 4835-2267-0361v1 LAC\04706083 The outline will also address how different facets of equity (i.e., procedural, distributional, and structural) will be discussed and woven into sections of the CAP. As a long -range, far-reaching City planning document that involves multiple topics, the CAP will be a valuable resource to advance structural equity in Gilroy. Structural equity involves planning decisions that recognize and address underlying structural and institutional systems at the root of economic, social, and racial inequities. An approach based on structural equity examines whether planning decisions to achieve climate resilience also eliminate poverty, create workforce development opportunities, address racism, increase civic participation and social cohesion, protect housing availability and affordability, increase educational outcomes, and improve public health outcomes. Upon confirmation of the outline for the CAP, the Consultant will prepare an administrative draft document for City review and comment. Task 4.6. Administrative and Screencheck Draft CAP The Consultant will prepare an administrative draft of the CAP for review by City staff. This effort will include assembly and integration of the work and products of prior tasks into the CAP document. The organization and format of the administrative draft will follow the final CAP outline prepared in Task 4.5 and will provide details such as specific sources and subheadings. This version will not include final graphic design; the goal of the administrative draft will be to receive the City’s feedback and approval of content before including graphic design details in the screencheck draft. Following receipt of City comments on the administrative draft CAP, the Consultant will prepare a screencheck draft version. The screencheck draft CAP will be tailored to the City’s preferred format and emphasize providing information visually using maps, graphics, tables, photos, and matrices. Explanatory text will read clearly and concisely. The screencheck draft version will include the final graphic design and will be used to support the study session (Task 6). Task 4 Deliverables •Draft and final GHG inventory technical memorandum (electronic) •Draft and final GHG emissions forecast and reduction targets technical memorandum (electronic) •Preliminary list of measures (electronic) •Draft and final measures analysis technical memorandum (electronic) •CAP outline (electronic) •Administrative draft Climate Action Plan (electronic) •Screencheck draft Climate Action Plan (electronic) •Recommended update of the General Plan, as appropriate Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -14- 4835-2267-0361v1 LAC\04706083 TASK 5. VMT REDUCTION/TRANSPORTATION DEMAND MANAGEMENT GUIDELINES Task 5.1. Draft TDM Guidelines The Consultant will prepare a draft TDM Guidelines document that will outline possible TDM measures applicable to different land uses and the potential VMT reduction achieved with each measure. In conjunction with the City’s VMT policies and impact thresholds, these guidelines will help streamline the evaluation of new development projects in Gilroy. The draft TDM Guidelines will include the elements described below. Task 5.1.1. Summary of VMT and TDM Resources The Consultant will review and use all relevant information contained in the City’s current VMT plans, policies, guidelines, standards, and tools, including the 2040 General Plan, the Traffic Circulation Master Plan, and the Bicycle and Pedestrian Transportation Plan. This task will identify multimodal projects (including bicycle, pedestrian, and transit projects) that are included in the City’s current Capital Improvement Projects list and the Bicycle and Pedestrian Transportation Plan. This information will be the basis for developing the draft TDM Guidelines document. Task 5.1.2. Supplemental TDM Measures A set of supplemental TDM measures will be developed, based on community input and preferred measures identified through community engagement in Task 3. In addition, applicable information from other sources, such as the VTA, MTC, CAPCOA, and neighboring jurisdictions, will be reviewed and used for this process. The supplemental TDM measures will enhance equity and community acceptance of these measures and guidelines by including measures addressing the community’s needs. Task 5.1.3. Implementation Plan The draft TDM Guidelines will be developed to include details to ensure succes sful implementation. The TDM Guidelines will include the following tasks: •Identify TDM measures and applicable land uses, along with the potential VMT reduction achieved with each measure. •Use the City’s TDF model to demonstrate and quantify the effect on VMT by new development projects that are part of the projected growth under the 2040 General Plan. •Evaluate the correlation between the projected growth (development projects) and the anticipated change in VMT. •Identify a list of multimodal projects to implement, along with their potential funding sources. •Establish a nexus between development growth VMT and the cost of multimodal improvements to develop a VMT impact fee. The VMT impact fee will be utilized for the implementation of the Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -15- 4835-2267-0361v1 LAC\04706083 identified multimodal improvements as a measure to reduce VMT. The VMT impact fee would be added to the City’s Traffic Impact Fee (TIF) program. Alternatively, a VMT mitigation fee program could be developed for an additional fee. •Develop a checklist for new development (potentially a point system) to estimate the potential VMT reduction based on applicable TDM measures and VMT impact fees. This process would be used to streamline the approval of new development projects in Gilroy. These guidelines will ensure that the TDM measures are successfully implemented and are effective in reducing VMT as anticipated. Furthermore, implementation of the TDM Guidelines will ensure that multimodal improvements are funded and implemented as part of Gilroy's growth and development. The Consultant will submit the draft TDM Guidelines, supplemental TDM measures, and implementation plan for City staff review. Upon receipt of one set of consolidated comments, a final version of the documents will be prepared. The Consultant's attorney and legal advisor will review the program, provide recommendations on feasibility and authority under the California Mitigation Fee Act, and determine whether a nexus study is required. The recommendations will be shared with the City and the City Attorney via a confidential email or during a meeting. This is limited to six hours of attorney and staff time. Task 5.2. VMT Policy Handout and FAQs The Consultant will develop a user-friendly fact sheet to be used as a quick reference by the community explaining what the TDM Guidelines are intended for and when they are required. A set of frequently asked questions (FAQs) also will be developed in collaboration with the City and the Consultant, which will be posted on the City’s website. Task 5 Deliverables: •Draft and final Transportation Demand Management Guidelines document (electronic) •Summary of the City’s existing VMT analysis, tools, TDM measures, and mitigation framework (electronic) •Draft and final Supplemental TDM measures (electronic) •Draft and final implementation plan and potential funding sources (electronic) •VMT policy handout and FAQs (electronic) TASK 6. STUDY SESSION The Consultant will prepare a memorandum for use in a staff report as well as a slide deck of the VMT/GHG Reduction Program for a joint Planning Commission/City Council study session. These materials will provide community members, stakeholders, and decision-makers with a concise overview of initial recommendations and next steps. The memorandum and slide deck will contain all necessary information to enable the Planning Commission, the City Council, and the public to make informed decisions on document finalization and adoption. Draft versions of both Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -16- 4835-2267-0361v1 LAC\04706083 documents will be provided to the City at least two weeks prior to the study session to allow time for review and comment and for any revisions to be made, as well as for the posting of materials. The Consultant will be available to participate in the study session in person and/or remotely. The Consultant will take summary-level notes on suggestions made during the study session and any decisions that may affect the Program’s documents. Should additional community meetings be needed for this task, the Consultant will be available to prepare for and attend such meetings for an additional fee. Task 6 Deliverables: •Staff report (memorandum) and slide deck (electronic) •Planning Commission and City Council summary notes (electronic) TASK 7. PUBLIC REVIEW DRAFT VMT/GHG REDUCTION PROGRAM DOCUMENTS Task 7.1. Public Draft CAP Following the study session, the Consultant will work with City staff to review the comments received and identify any potential changes needed to the draft CAP before it is released for public review. Task 7.2. Public Draft TDM Guidelines The Consultant will prepare a public draft TDM Guidelines document. This public draft will address all comments received on the draft document by the City (under Task 5) and the feedback and direction provided at the study session (under Task 6). Task 7 Deliverables: •Public draft CAP (electronic) •Public draft TDM Guidelines (electronic) TASK 8. PLANNING COMMISSION REVIEW / CITY COUNCIL APPROVAL AND ADOPTION Task 8.1. Administrative Final CAP Based on comments received on the public draft CAP, the Consultant will prepare the administrative final CAP, which will represent the plan in its final form, ready for adoption. The administrative final CAP will be posted on the City’s website along with supporting documents, for consideration and adoption by the Planning Commission and City Council. Task 8.2. Administrative Final TDM Guidelines Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -17- 4835-2267-0361v1 LAC\04706083 The Consultant will prepare the administrative final TDM Guidelines, based on the comments received on the public draft document. The administrative final TDM Guidelines document will be posted on the City’s website and will be considered by the Planning Commission and adopted by the City Council. Task 8.3. Public Hearing and Adoption Support Once the administrative final VMT/GHG Reduction Project documents are complete, they will be presented to the Planning Commission for review and to the City Council for adoption. The Consultant will attend Planning Commission and City Council meetings related to the VMT/GHG Reduction Program. The Consultant will support City staff during the Program’s adoption process at each meeting/hearing. Up to three Consultant team members will attend each meeting/hearing. A memorandum for use in staff reports, as well as a slide deck, will be prepared to summarize the documents and the process of their creation, changes made based on community feedback, and near-term steps needed for implementation. The Consultant will also take summary-level notes of comments received, meeting/hearing outcomes, and input from the Planning Commission and City Council. If changes are requested at the public meetings and hearings, the Consultant will revise the final documents to reflect these changes. Task 8.4. Final CAP and TDM Guidelines Based on requested changes to the administrative final VMT/GHG Reduction Program by the Planning Commission and/or City Council, the Consultant will prepare the final documents, ensuring all files are ADA-compliant. Task 8. Deliverables: •Staff report (memorandum) and slide deck (electronic) •Planning Commission and City Council summary notes (electronic) •Final CAP (508-compliant) (electronic) •Final TDM Guidelines (508-compliant) (electronic) TASK 9. CEQA DOCUMENTATION The Program will implement General Plan Table 8-2, Natural and Cultural Resources; Climate Action Plan Implementation Programs measures CAP 37, Qualified GHG Reduction Plan, and CAP 28, Transportation Demand Management. The City certified the 2040 General Plan EIR on November 2, 2020. The General Plan EIR identifies CAP 37 and CAP 28 and has useful information and impact analysis to streamline this subsequent project using an addendum pursuant to CEQA Guidelines Section 15164. The Consultant assumes that both the CAP and the TDM Guidelines can be covered under one CEQA addendum. If the City elects to separate the two efforts into different projects, then a separate scope of work and cost may be required. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -18- 4835-2267-0361v1 LAC\04706083 Task 9.1. CEQA Addendum The Consultant will prepare a draft and final addendum to the General Plan EIR, including the following sections. This task includes a review of the City’s 2040 General Plan EIR and other relevant environmental documents publicly available or provided by the City. The Consultant will also review relevant project materials, including the City’s General Plan, Planning Policy Documents, and Threshold of Significance document dated May 3, 2004. •Introduction. This section will include a brief project summary and the CEQA determination. •Project Description. This section will include a more detailed description of the project, including details regarding the City, background, project objectives, and 2040 General Plan information to provide the basis for analysis. •Consistency with Gilroy 2040 General Plan. The evaluation in this section will be conducted per State CEQA Guidelines Sections 15162 through 15164, which allow for subsequent review of projects for which an EIR was certified. •Environmental Impact Analysis. The Consultant will address the following environmental analysis topics discussed in the 2040 General Plan EIR. Each topic will be addressed with separate subheadings. Each section will first identify the previously identified impacts and mitigation in the 2040 General Plan EIR. An environmental checklist summary box will identify if the 2040 General Plan EIR examined the project impacts. A summary discussion will provide substantial evidence supporting the environmental checklist conclusions for each issue question: Aesthetics, Agricultural Resources, Air Quality, Biological Resources, Cultural Resources, Geologic Hazards, Greenhouse Gas Emissions, Hazardous Materials and Wildland Fire Hazards, Stormwater and Flooding, Groundwater, Mineral Resources, Noise, Police Protection Facilities, Fire Protection Facilities, School Facilities, Parks and Recreation Facilities, Transportation and Mobility, Water Service Wastewater Service, Solid Waste Facilities, Energy Conservation. •Applicable Mitigation Measures. This section will provide the 2040 General Plan EIR mitigation measures applicable to the project, if any. Mitigation measures may be slightly enhanced or tailored to address the proposed project; however, it is assumed that no new impacts requiring new mitigation measures will be necessary. •References. This section will cite all the reference documents used to prepare the addendum. •Preparation of Figures. The Consultant will prepare necessary figures to show the regional vicinity, city boundaries, current plans, and other relevant information. It is assumed that no more than four figures will be required for the addendum. This scope assumes that there will be one round of edits based on the City’s review and consolidated comments on the draft addendum and that no major revisions or additional analysis will be required to prepare the final addendum. In addition, this task assumes that adequate information is available in the 2040 General Plan EIR and appendices (e.g., Agricultural Mitigation Policy, Transportation Analysis) to analyze the project. If not, additional analysis requiring a scope/cost amendment may be required. The Consultant assumes that the City will file the Notice of Determination for the project with the County Clerk and the State Clearinghouse. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -19- 4835-2267-0361v1 LAC\04706083 Task 9 Deliverables •Draft and final addendum (electronic) TASK 10. ADAPTATION (Requires written authorization from the City to proceed with this task) Climate change and its impacts pose a significant threat to communities worldwide. Integrating resilience and adaptation planning into the CAP can help the City better understand risks to physical and community assets from increased wildfires, flooding, and extreme heat. By incorporating a climate vulnerability assessment and adaptation strategies into the CAP, the City can comprehensively address both the sources of climate change (i.e., GHG emissions) and the effects of climate change (i.e., adaptation). This will make Gilroy better prepared for future climate shocks. The benefits of adaptation planning include increased public safety, reducing future disaster mitigation costs, and making the City’s operations more resilient. Task 10.1. Climate Vulnerability Assessment The purpose of a vulnerability assessment (VA) is to identify the city’s exposure to the effects and impacts of climate change—more specifically, the primary effects caused by the initial impacts of increased GHG emissions (e.g., average temperature and annual precipitation amounts) and the secondary effects (e.g., drought, heat waves, flooding) that result from the primary effects. The four phases are described below. Phase 1: Exposure This phase aims to understand existing hazards in the community and how they may change over multiple time periods. This scope of work proposes an assessment of climate exposure during the following periods: near-term (2023–2050), mid-century (2040–2070), and late-century (2070– 2100), per the California Adaptation Planning Guide’s guidance. The Consultant will work with City staff to identify whether other time scales are preferred. Phase 2: Sensitivity and Potential Impacts This phase compiles a list of population groups and community assets that are sensitive and vulnerable to localized climate change effects. The analysis will address any disproportionate impacts that climate change may have on vulnerable populations across the city (e.g., seniors, children, low-income, persons with disabilities). Leveraging the existing mapping and geospatial data provided by Silicon Valley 2.0, as well as the potential GIS data that the City and the County have compiled, Ascent will create detailed mapping demonstrating climate impacts on vulnerable communities and community assets. In addition, the Consultant will identify equity resilience indicators. The Consultant will assess the existing social vulnerability component of Silicon Valley 2.0 and its use of the Social Vulnerability Index. The Consultant will also consider the incorporation of other related, readily available state and nationwide tools such as CalEnviroScreen, the Department of Water Resources Disadvantaged Communities mapping tool, California Healthy Places Index, and American Community Surveys, by collaborating closely with the cross-divisional team and the TAG. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -20- 4835-2267-0361v1 LAC\04706083 Phase 3: Adaptive Capacity This phase evaluates Gilroy’s ability to cope with current and near-term climate impacts. The ability to adapt is determined through two methods: First, the Consulta nt will review existing plans, policies, and programs relevant to climate, hazards, emergency operations, or public safety. Second, the Consultant will engage with the City regarding current actions that support adaptive capacity. Phase 4: Vulnerability Scoring A scoring method is used to rank vulnerabilities by various factors to assist in prioritizing climate hazards. Vulnerability scores are based on several factors, including how severe projected climate exposures will be, how vulnerable population groups and assets are to the anticipated climate effects, and whether sufficient adaptive capacity exists to manage the potential impact. The VA is intended to inform the City and the community of the climate vulnerabilities of greatest concern and inform the development, prioritization, and implementation of adaptation measures. Task 10.2. Adaptation Measures Work under this task will be undertaken through a distributional equity lens, which is about the fair distribution of resources, benefits, and burdens that result from climate planning decisions. Distributional equity means prioritizing the allocation of finite resources and designing planning strategies to benefit communities that experience the greatest climate and environmental inequities and have the most unmet environmental health needs while ensuring that these communities do not disproportionately experience economic, social, or environmental burdens because of such planning decisions. The adaptation planning process aims to identify climate adaptation measures that prepare Gilroy for the potential impacts of climate change consistent with the identified goals. The measures will focus heavily on protecting vulnerable communities using the distributional equity lens. The Consultant will leverage the extensive community input that will be collected during the vulnerability assessment while developing adaptation strategies. Furthermore, the Consultant will develop and prioritize adaptation strategies for each identified risk based on the level of severity (low risk, medium risk, and high risk), as well as other criteria such as the Federal Emergency Management Agency’s (FEMA’s) STAPLEE method, which is recommended in the US Climate Resilience Toolkit and widely used for hazard mitigation and climate adaptation strategies prioritization. Adaptation strategies will be integrated into developing GHG and VMT reduction measures under Task 4. If this task is selected, an additional chapter of the CAP can be included that will focus on the vulnerability assessment results. Task 10.3. Safety Element Update SB 1035 requires cities to review and incorporate new information regarding flood and fire hazards and climate adaptation and resiliency into their safety elements, with each revision of the housing element. SB 379 requires the safety element to consider climate adaptation and resilience. Lastly, Government Code Section 65302(g)(4)(A)(i) also requires a vulnerability assessment that identifies the risks that climate change poses to the local jurisdiction and the geographic areas at Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -21- 4835-2267-0361v1 LAC\04706083 risk from climate change impacts. The City is required to develop a set of adaptation and resilience goals, policies, and objectives and a set of feasible implementation measures designed to carry out the goals, policies, and objectives (California Government Code Section 65302[g][4][B and C]). Task 10.3.1. Develop Goals, Policies, Objectives, and Implementation Measures After the Consultant conducts the VA and develops adaptation measures, the Consultant will update the Gilroy Safety Element so that it is in compliance with state law. The Consultant will incorporate the VA by reference if completed prior to the Safety Element update or attach it to the Safety Element if not adopted prior. The Consultant will use the results of the final VA to prepare a set of goals, policies, objectives, and implementing measures to comply with California Government Code requirements for safety elements. The Consultant will work with the City and stakeholders (as requested) to develop these goals, policies, objectives, and measures. The Consultant will provide the draft goals, policies, objectives, and implementing measures to the City for review. Upon receipt of one set of consolidated comments, the Consultant will prepare a final set of goals, policies, objectives, and implementing measures. Task 10.3.2. Safety Element Update The Consultant will incorporate the goals, policies, objectives, and implementing measures into a new section of the Safety Element that will address climate adaptation and resilience. The Consultant will summarize the VA and each hazard exacerbated by climate change in the updated Safety Element. The Consultant will directly incorporate the Vulnerability Assessment (or attach it if not adopted) as authorized by AB 2140 into the Safety Element update with a statement describing how it satisfies state law. The Consultant will prepare the final Safety Element update based on one round of City consolidated comments on the draft updated element. Task 10.3.3. CEQA Addendum The Safety Element update is a project subject to CEQA. The Consultant will prepare an addendum to the 2040 General Plan EIR. Because the Safety Element was recently updated and evaluated in the General Plan EIR and the goals, policies, objectives, and impl ementing measures are largely expected to be beneficial with few to no environmental effects, Consultant will prepare a short version of an addendum. The addendum will only list those goals, policies, objectives, and implementing measures that have a possibility to affect the environment (if any) with a brief discussion of the CEQA issue areas likely affected. The addendum will include all necessary findings and procedural requirements under CEQA. This scope assumes public review will not be required as authorized in CEQA. This scope does not include time to respond to any comments on the addendum. The Consultant will respond to one round of City consolidated comments on the addendum and prepare a final addendum. Task 10.3.4. Hearing Support Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -22- 4835-2267-0361v1 LAC\04706083 The Consultant will provide hearing support, including assistance with findings, staff report, presentation, and questions and answers. The Consultant will attend one Planning Commission hearing and one City Council hearing to answer questions on the Safety Element update and the CEQA addendum. This task includes up to 20 hours of staff time to assist. This scope does not include reproduction of materials or printing. Task 10 Deliverables (if Task 10 is authorized by the City): •Draft and final climate vulnerability assessment (electronic) •Draft and final adaptation measures, integrated into Task 4 (electronic) •Adaptation chapter of CAP (electronic) •Draft and final goals, policies, objectives, and implementing measures for Safety Element (electronic) •Draft and final Safety Element update (electronic) •Draft and final addendum (electronic) Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE The Consultant can begin work immediately. The Consultant will manage the project so that the schedule established is maintained to the degree it is under their control. The schedule for the scope of work is up to 24 months. The timeline reflects that some tasks and deliverables should begin prior to the completion of previous tasks. A schedule with specific deliverables, activities, anticipated start and end dates, and duration is is attached for reference. Note the project is anticipated to start in April 2025 (one month later than originally planned), which pushes all projected dates back one month. Due to grant funding requirements, the project as outlined in Exhibit "B" Scope of Work must be completed no later than May 31, 2027. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE Per grant funding requirements, the Contractor and it's subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs by line. The accounting system of the Contractor and all it's subcontractors s hall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursment payment vouchers or invoices. The Consultant must provide verification of billed staff hours in a financial report from the Consultant's accounting system (no Excel spreadsheets). The cost for services rendered under this agreement will not exceed $440,816. Billing will be conducted monthly. Reports are due the fifth (5th) day after the end of each quarter: First Quarter (July, August, September) is due October 5th; Second Quarter (October, November, December) is due January 5th; Third Quarter (January, February, March) is due April 5th; Fourth Quarter (April, May, June) is due July 5th. The final report and final invoice for this agreement is due no later than May 31, 2027. The following are the budgeted costs for each task as outlined in Exhibit "B" Scope of Services: Task 1 - Consultant Kickoff Meeting: $21,260 Task 2 - Background Research/Exisiting Conditions: $14,890 Task 3 - Engagement Plan: $69,958 Task 4 - GHG Reduction/Climate Action Plan: $96,910 Task 5 - VMT Reduction/Transportation Demand Management Guidelines: $56,615 Task 6 - Study Session (Initial Review of Draft Recommendations): $6,490 Task 7 - Public Review Draft: $13,785 Task 8 - Planning Commission Review/City Council Approval and Adoption: $27,180 Task 9 - CEQA Documentation: $39,260 Task 10 - Adaptation (Climate Vulnerability Assessment $21,540, Adaptation Strategies $12,980, Safety Element update $31,690): $66,210 Contingency* = $28,259 *Requires written notice from the City to use contingency funds. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F 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 3/11/2025 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd.,Suite 230 Lafayette CA 94549 Anni Owens 510-272-1465 CertsDesignPro@AssuredPartners.com License#:6003745 Travelers Property Casualty Company of America 25674 ASCEENV-01 The Travelers Indemnity Company of Connecticut 25682AscentEnvironmental,Inc. 455 Capitol Mall Suite 300 Sacramento CA 95814-4405 Beazley Excess and Surplus Insurance,Inc.17520 888733681 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X Y Y 6806H400124 3/15/2025 3/15/2026 4,000,000 B 1,000,000 X X X NoOwned Auto Y Y BA4R770955 3/15/2025 3/15/2026 A X N Y UB7K512607 3/15/2025 3/15/2026 1,000,000 1,000,000 1,000,000 C Professional Liability D392EE250101 3/15/2025 3/15/2026 Per Claim Aggregate Limit $2,000,000 $4,000,000 The Named Insured has no company owned autos. Insured owns no company vehicles;therefore,hired/non-owned auto is the maximum coverage that applies. Project #20240270.01 -City of Gilroy –Climate Action Plan.The Gilroy VMT/GHG Reduction Program will include a citywide Greenhouse Reduction/Climate Action Plan and a citywide VMT Reduction/Transportation Demand Management Policy. The City of Gilroy,its officers,officials and employees are named as an additional insured as respects general liability and auto liability as required per written contract. 30 Day Notice of Cancellation The City of Gilroy 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò ̸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑЮ±°»®¬·»ôײ½òôîððì п¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6806H400124 03/15/2025 Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò ̸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ øײº±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×߲ײ«®»¼·¿³»²¼»¼¬±·²ó ̸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô DZ«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó ̸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò ݱ°§®·¹¸¬îððë̸»Í¬òп«´Ì®¿ª»´»®Ý±³°¿²·»ôײ½òß´´®·¹¸¬®»»®ª»¼ò п¹»ï±ºï ײ½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ôײ½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6806H400124 03/15/2025 Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6806H400124Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6806H400124 Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F NON-OWNED AND HIRED AUTO POLICY NUMBER: BA4R770955 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS.AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.BROAD FORM NAMED INSURED H.HIRED AUTO PHYSICAL DAMAGE -LOSS OF B.BLANKET ADDITIONAL INSURED C.EMPLOYEE HIRED AUTO D.EMPLOYEES AS INSURED E.SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F.HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G.WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A.BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un til the 180th day after you acquire or form the or ganization or the end of the policy period, which ever is earlier. B.BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which USE -INCREASED LIMIT I.PHYSICAL DAMAGE -TRANSPORTATION EXPENSES-INCREASED LIMIT J.PERSONAL PROPERTY K.AIRBAGS L.NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M.BLANKET WAIVER OF SUBROGATION N.UNINTENTIONAL ERRORS OR OMISSIONS 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. C.EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II -COV ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi ness. 2.The following replaces Paragraph b. in B.5.,Other Insurance, of SECTION IV -BUSI NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover age, 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 an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB7K512607 Travelers Property Casualty Company of America 3/11/2025 Docusign Envelope ID: B2713DF1-0CB7-4FF1-BAB2-87969FE1D36F