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Agreements - CXT, Inc. - Contract No. 25PW0051 - Signed: 6/20/2025
City of Gilroy Agreement/Contract Tracking Today’s Date: June 20, 2025 Your Name: Sheila Castillo Contract Type: Services over $5k - Contractor - NO ENG OR DESIGN Phone Number: 408-846-0569 Contract Effective Date: (Date contract goes into effect) 6/9/2025 Contract Expiration Date: 1/31/2026 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) CXT, Inc. Contract Subject: (no more than 100 characters) For construction & installation of (1) prefabricated restroom building at Las Animas Veterans Park Contract Amount: (Total Amount of contract. If no amount, leave blank) 269414 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 City Clerk Attestation Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • Informal bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • Formal Bid • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • Vendor selection at discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if so proprietor or partner) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • Informal Bid/RFP quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • Vendor selection at the discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to at least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to a list of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal RFP/RFQ • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND CXT INC. This AGREEMENT made this 16th day of June 2025, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: CXT, Inc. having a principal place of business at 606 N. Pines Road, Suite 202 Spokane Valley, WA 99206. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 20, 2025, and will continue in effect through January 31, 2026, 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 CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR’S services. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $244,921 plus 10% contingency. B. Invoices CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’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 CONTRACTOR’S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR’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, CONTRACTOR 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. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR 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 CONTRACTOR under this Agreement may be assigned or subcontracted by Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -4- 4835-2267-0361v1 LAC\04706083 CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. G. Prevailing Wage CONTRACTOR agrees and acknowledges that it is its obligation to determine whether, and to what extent, any work performed is or any workers employed relative to any construction to be performed under this Agreement are subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of CITY and the laws of the State of California and the United States, including, without limitation, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage requirements (“Prevailing Wage Laws”). To the extent Prevailing Wage Laws apply to work performed or workers employed for the purpose of performing work under this Agreement, CONTRACTOR shall fully comply with and ensure that all workers and/or subcontractors are informed of and comply with all Prevailing Wage Laws and specifically any applicable requirement of California Labor Code Sections 1720 et seq. and 1770 et seq. and the regulations thereunder, which require the payment of prevailing wage rates based on labor classification, as determined by the State of California, and the performance of other requirements on certain “public works” or “maintenance” projects. It is the duty of CONTRACTOR to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.gov. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’S duties under this Agreement. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -5- 4835-2267-0361v1 LAC\04706083 B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’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 CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -6- 4835-2267-0361v1 LAC\04706083 C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR’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 CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR 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 CONTRACTOR’s duties by any new CONTRACTOR 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 CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, 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 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. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -7- 4835-2267-0361v1 LAC\04706083 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 CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR 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 CONTRACTOR 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. 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. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -8- 4835-2267-0361v1 LAC\04706083 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 CONTRACTOR 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. CONTRACTOR: CITY: CXT, Inc. CITY OF GILROY By: _____________________________ By: _____________________________ Name: Brian Hall Name: Jimmy Forbis Title: Commercial Operations Manager Title: City Administrator Social Security or Taxpayer Identification Number 911498605 Approved as to Form ATTEST: ________________________________ _________________________________ City Attorney City Clerk Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR 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, CONTRACTOR agrees to assign Brian Hall, 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, CONTRACTOR 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 CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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, Matt Jones shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR 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 CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, 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: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR 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 CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR 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: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Matt Jones City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: CXT, Inc. Brian Hall 606 N. Pines Road, Suite 202 Spokane Valley, WA 99206 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 CONTRACTOR 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 CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Project Site: Las Animas Veterans Park 400 Mantelli Drive Gilroy, CA 95020 Contractor to construct and deliver one restroom building comprised of one Dakota section, as specified on order sheet attached hereto. Installation of restroom building by contractor/prefab company at designated location. • Includes connecting the building utilities to stubbed up utilities. • Includes 1 mobilization and demobilization. City to have project site ready prior to delivery of unit. • Utilities cast, or ABS for sewer and copper for water to prefab company specification. City is responsible for connecting stubbed up utilities to main utilities. Change orders to be approved with 48 hours if necessary. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Timing is critical on this project. Information needed to obtain building permit shall be supplied to City within 30 days of execution of this agreement, to include: • Engineer certified stamped drawings/specifications. Contractor to construct, deliver and complete installation of the prefabricated building by no later than January 31, 2026. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE CXT, Inc. will be paid $244,921 for construction, delivery, and installation of (1) replacement restroom building at Las Animas Veterans Park within 30 days of satisfactory completion of work. Docusign Envelope ID: 82260266-248B-45AC-B5D5-58CB7FBB8EE7Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 B 2,000,000 01/01/2026 RG0051Y25 'Incl. Stop Gap Employers Liability' 10,000,000 CLE-007189713-07 1,000,000 5,000,000 9014714002 (MA, OR, WI) X 10172 5,000,000 415 Holiday Drive Aggregate Limit(Claims Made) N X01/01/2025 7 05/31/2024 15792 01/01/2026 Pittsburgh.CertRequest@marsh.com Professional Liability - E&O C 4,000,000 2,000,000 'for OH, ND, WA, WY & Canadian Prov.' 28460 Westchester Surplus Lines Insurance Co 1,000,000 D X 01/02/2025 CXT 2,000,000 01/01/2025 2,000,000 City of Gilroy, its officers, officials and employees is/are included as Additional Insured under the General Liability where required by written contract. X 01/01/2025 POLICY AGGREGATE Attn: Sheila Castillo 7351 Rosanna Street City of Gilroy, its officers, Underwriters at Lloyds of London Gilroy, CA 95020 A Sentry Casualty Company CN102144875-STqw-GUW-24-26 Per Claim Limit 10,000 01/01/2026 G4860318A001 Deductible: $1,000,000 C 4,000,000 10717 1,000,000 1,000,000 05/31/2025 9014714001 (AOS) Six PPG Place, Suite 400 MARSH USA LLC X Pittsburgh, PA 15222 X CXT Incorporated; L. B. Foster Rail Technologies, Inc.; L. B. Foster Company Carr Concrete, a division of CXT Incorporated L.B. Foster Protective Coatings, Inc.; Salient Systems, Inc.; Pittsburgh, PA 15220 X B0621PLBFO000424 officials, and employees 01/01/2025 Marsh | U.S. Operations & Technology 01/01/2026 (866) 966-4664 Aspen Specialty Insurance Company Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 12/26/2024 License # 60236 (412) 992-2801 24988 CXT Incorporated 415 Holiday Drive Pittsburgh, PA 15220 2,000,000A 9021566001 1/1/2025 1/1/2026 City of Gilroy, its officers, officials, and employees ATTN: Sheila Castillo 7351 Rosanna Street Gilroy, CA 95020 LBFOSTE-01 CEISENREICH HUB International Three Rivers2730 Sidney Street, Suite 330 Pittsburgh, PA 15203 Christine Eisenreich christine.eisenreich@hubinternational.com Sentry Insurance Company X X X Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 City of Gilroy STAFF REPORT Agenda Item Title: Approve the Purchase of a Modular Replacement Restroom for Las Animas Park to total $244,921, utilizing Sourcewell's Cooperative Purchasing Contract 081721-CXT. Meeting Date: June 2, 2025 From: Jimmy Forbis, City Administrator Department: Public Works Submitted by: Matt Jones, Deputy Public Works Director Prepared by: Matt Jones, Deputy Public Works Director STRATEGIC PLAN GOALS: Maintain and Improve City Infrastructure RECOMMENDATION Authorize the purchase of one, four-stall modular restroom to replace one existing restroom at Las Animas Veterans Park. The purchase, totaling $244,921, will be made through Sourcewell’s Cooperative Purchasing Contract 081721-CXT. EXECUTIVE SUMMARY Staff recommends that the City Council approve the purchase of a modular four-stall replacement restroom for Las Animas Park from CXT, Inc. in the amount of $244,921, utilizing Sourcewell Cooperative Purchasing Contract #081721. The existing restroom, over 30 years old, has sustained significant damage from vandalism, arson, and aging, making maintenance increasingly difficult and costly. The proposed modular unit is a fire-resistant model, similar to the one successfully installed at Christmas Hill Park in 2023. This purchase is funded through the FY 2025 Capital Improvement Program under Project No. 800960 (Citywide Park Re-roofing/Rehabilitation), with a total project budget of $350,000. The Sourcewell procurement process meets all competitive bidding requirements outlined in the City’s Purchasing Policy. With Council approval, the City Administrator will execute all necessary documents, and staff will coordinate with the Page 88 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 vendor to initiate production and delivery, which is estimated to take approximately six months. BACKGROUND The existing restroom facility at Las Animas Park was installed over 30 years ago and has significantly exceeded its useful life. Over time, the structure has become increasingly difficult to maintain and is frequently subjected to vandalism. As a result, a considerable amount of City staff time is dedicated to ongoing maintenance and emergency repairs, diverting resources from other priority park operations. To address these persistent issues, staff recommends the replacement of the existing structure with a new, fire-resistant, four-stall modular restroom facility. The proposed unit would be constructed of concrete mortar-lined block, treated with anti-graffiti coating, and equipped with four individual stalls, each featuring durable stainless steel fixtures to enhance sanitation, safety, and longevity. The current restroom structure includes a storage room which is used by the Gilroy Tennis Club. Staff will be meeting with the Gilroy Tennis Club to identify a location near the courts for a replacement shed. The proposed model is similar to the modular restroom installed by CXT, Inc. at Christmas Hill Park in 2023, located just 2.1 miles from Las Animas Park. That facility has performed well and withstood heavy park use while significantly reducing maintenance demands. This project is included in the adopted FY 2025 Capital Improvement Program under Citywide Park Re-roofing/Rehabilitation (Project No. 800960) and supports the City’s ongoing efforts to upgrade aging infrastructure and improve the overall quality and safety of park amenities. Staff is concurrently preparing to rehabilitate the restrooms near the pavilion. These restrooms are structurally sound, but are in need of work to improve user experience, cleaning and vandalism resistance. ANALYSIS CXT, Inc. was selected to provide the modular restroom facility through the Sourcewell Cooperative Purchasing Agreement. Sourcewell, formerly known as the National Joint Powers Alliance (NJPA), operates under the guidelines of the Uniform Municipal Contracting Law to establish nationally leveraged and competitively solicited purchasing contracts. CXT, Inc. was awarded a contract by Sourcewell following a national Request for Proposals (RFP) for playground and recreation-related equipment, accessories, and supplies. This competitive selection process ensures that the City receives high-quality Page 89 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 products at favorable pricing without the need to conduct a separate formal bid process. CXT modular restrooms have a proven track record in Gilroy. The City currently has two CXT restrooms in service—one installed at Miller Park in 2019 and another at Christmas Hill Park in 2023. Both facilities have demonstrated durability, resistance to vandalism, and reduced maintenance requirements. The proposed restroom replacement at Las Animas Park is part of the City’s Capital Improvement Program (CIP), specifically Project No. 800960 – Citywide Park Reroofing/Rehabilitation. This CIP effort allocated $350,000 per fiscal year to replace aging park restroom facilities that are beyond their useful life, constructed with outdated materials, or subject to recurring vandalism and internal damage. The Las Animas Park restroom replacement is aligned with this program’s objectives and will help improve park safety, functionality, and the overall user experience. By utilizing the Sourcewell contract and selecting a proven vendor such as CXT, Inc., the City ensures a timely, cost-effective, and long-lasting solution for improving critical park infrastructure. ALTERNATIVES Council may reject the purchase through the Sourcewell contract. This is not recommended as there would be additional staff time for conducting a formal procurement process, and potential further delays in instituting the maintenance and repairs required to keep the restroom operating effectively, and likely would not result in a better proposal or cost savings. FISCAL IMPACT/FUNDING SOURCE Funding for the purchase of a new restroom is programmed in the FY 25 Landscape Maintenance Budget (1005510) of the General Fund (100) at $350,000. The proposed award amount is $244,921. The total pricing associated with the purchase of the modular restroom is as follows: Description Costs Sourcewell Base Price for Restroom (options listed in quote) $109,566 Added Options $74,900 Engineering and State Fees $8,500 Transportation Costs to Site $36,478 Sales Tax $15,477 Page 90 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Total Purchase Price $244,921 PUBLIC OUTREACH This item was included on the publicly posted agenda for this meeting. NEXT STEPS With Council’s approval, staff will finalize the purchase of the modular restroom at Las Animas Park and will work with CXT, Inc. to schedule the manufacturing and delivery of the product. CXT, Inc. estimates the lead time for the delivery of the restroom to be approximately six months. Attachments: 1. Order Form w options 2. Image & Layout 3. RFP Sourcewell Page 91 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 92 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 93 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 94 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 95 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 96 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 97 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 98 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 99 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 100 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 101 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 102 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 103 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 104 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 105 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 106 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 107 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 108 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 109 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 110 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 111 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 112 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 113 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 114 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 115 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 116 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 117 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 118 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 119 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 120 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 121 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 122 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 123 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 124 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 125 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 126 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 127 of 546Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 128 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 129 of 546 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER:RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 20 15 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 15 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor) Your Products Per Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business. However: 1.The insurance afforded to such vendor only applies to the extent permitted by law; and 2.If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B.With respect to the insurance afforded to these vendors, the following additional exclusions apply: 1.The insurance afforded the vendor does not apply to: a."Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 15 04 13 e.Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h."Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)The exceptions contained in Sub- paragraphs d. or f.; or (2)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C.With respect to the insurance afforded to these vendors, the following is added to Section III – Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER:RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 20 28 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 28 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – LESSOR OF LEASED EQUIPMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Per Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER: RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Per Written Contract Per Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER: RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations Per Written Contract Per Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER:RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): Per Written Contract Name Of Person(s) Or Organization(s) (Additional Insured): Per Written Contract Additional Premium:$Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER:RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 24 17 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 17 10 01 © ISO Properties, Inc., 2000 Page 1 of 1 CONTRACTUAL LIABILITY – RAILROADS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Scheduled Railroad Designated Job Site: Per Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to operations performed for, or affecting, a Scheduled Railroad at a Designated Job Site, the definition of "insured contract" in the Definitions section is replaced by the following: 9."Insured Contract" means: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 ASPGL006 0104 2016 © Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 2 Includes copyrighted material of ISO Properties, Inc. used with permission SCHEDULE OF FORMS AND ENDORSEMENTS NAMED INSURED:L. B. Foster Company POLICY NUMBER:RG0051Y25 FORMS AND ENDORSEMENTS MADE PART OF THIS POLICY AT TIME OF ISSUE: FORM NUMBER AND TITLE: SNPA 0317 Pennsylvania Surplus Lines Notice ASPGL449DEC 0116 Commercial General Liability Declarations CG0001 0413 Commercial General Liability (Occurrence Form) APNOFAC0001 0410 OFAC Endorsement ASPGLRR003 0616 Aspen Signature Page ASPCO002 0821 General Service Of Suit Notice ASPGL006 0104 Schedule Of Forms And Endorsements IL0246 0907 Pennsylvania Changes - Cancellation And Nonrenewal ASPCO1128 0121 Disclosure Pursuant To Terrorism Risk Insurance Act ASPGL001 0516 Asbestos Exclusion Endorsement ASPGL003 0516 Total Lead Exclusion Endorsement ASPGL041 0516 Intellectual Property Infringement Exclusion ASPGLRR006 0616 Non-Duplication Of Limits Of Insurance Endorsement ASPGLRR009 0616 Notice Of Cancellation Certified Holders ASPGLRR013 0616 Other Insurance Endorsement ASPGL225 0516 Unintentional Failure to Disclose Endorsement ASPGL327 0513 Broad Form Named Insured Endorsement ASPGL382 0516 Amend Liability Premium Conditions Minimum And Deposit Premium And Minimum Earned Premium Endorsement ASPGL385 0516 Subcontractor/Independent Contractor Indemnification-Insurance Conditions Endorsement ASPGLRR005 0616 Deductible Liability Insurance ASPGL409 1014 Cancellation Of Common Policy Conditions Endorsement ASPRR036 0216 Amend Mobile Equipment Definition Amendment Hi-Rail Vehicles Endorsement ASPRR040 0216 Designated Construction Project(s) Endorsement ASPRR180 0217 Additional Named Insured Endorsement CG0435 1207 Employee Benefits Liability CG2001 0413 Primary And Noncontributory Other Insurance Condition CG2010 0704 Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization CG2010 0413 Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization CG2010 1001 Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization CG2011 0413 Additional Insured – Managers or Lessors of Premises CG2015 0413 Additional Insured – Vendors CG2026 0413 Additional Insured – Designated Person or Organization CG2028 0413 Additional Insured – Lessor of Leased Equipment CG2037 1001 Additional Insured – Owners, Lessees or Contractors – Completed Operations CG2037 0413 Additional Insured – Owners, Lessees or Contractors – Completed Operations CG2147 1207 Employment Related Practices Exclusion CG2154 0196 Exclusion - Designated Operations Covered By A Consolidated (Wrap - up) Insurance Program CG2165 1204 Total Pollution Exclusion With A Building Heating, Cooling And Dehumidifying Equipment Exception And A Hostile Fire Exception Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 ASPGL006 0104 2016 © Aspen Insurance U.S. Services Inc. All rights reserved. Page 2 of 2 Includes copyrighted material of ISO Properties, Inc. used with permission CG2167 1204 Fungus or Bacteria Exclusion CG2170 0115 Cap on Losses From Certified Acts of Terrorism CG2196 0305 Silica Or Silica-Related Dust Exclusion CG2279 0413 Exclusion – Contractors Professional Liability CG2404 0509 Waiver of Transfer of Rights Of Recovery Against Others To Us CG2417 1001 Contractual Liability – Railroads IL0017 1198 Common Policy Conditions IL0021 0908 Nuclear Energy Liability Exclusion Endorsement (Broad Form) ASPCO1126 0416 Policyholder's Guide to Reporting a Casualty Claim Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 POLICY NUMBER: RG0051Y25 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Per Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 1 of 9 City Council Regular Meeting Minutes City of Gilroy City Council Regular Meeting Minutes Monday, June 2, 2025 | 6:00 PM 1. OPENING 1. Call to Order The meeting was called to order by Mayor Bozzo at 6:00 PM. 2. Pledge of Allegiance The Pledge of Allegiance was led by Mayor Bozzo. 3. Invocation None. 4. City Clerk's Report on Posting the Agenda The Acting City Clerk reported that the agenda was posted on Friday, May 30, 2025 at 2:55 PM. 5. Roll Call Attendance Attendee Name Present Council Member Dion Bracco Council Member Tom Cline Council Member Terence Fugazzi Council Member Zach Hilton Council Member Carol Marques Council Member Kelly Ramirez Mayor Greg Bozzo Absent 6. Orders of the Day None. 7. Employee Introductions City Administrator Forbis introduced Interim Police Chief Ken Binder. Captain Juan Rocha of the Police Department introduced Matthew Avilla, Vanessa Ruiz, Esthela Rocha, and Monica Marquez Padilla. Fire Division Chief Arlen Summers of the Fire Department introduced Chris Channel and Joseph Scanlon. 2. COUNCIL CORRESPONDENCE (Informational Only) 1. Parklet Letter to Council from Tom and Tracey Miller Page 18 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 2 of 9 City Council Regular Meeting Minutes Mayor Bozzo read the item title into the record. 3. PRESENTATIONS TO THE COUNCIL 1. PUBLIC COMMENT BY MEMBERS OF THE PUBLIC ON ITEMS NOT ON THE AGENDA BUT WITHIN THE SUBJECT MATTER JURISDICTION OF THE CITY COUNCIL Mayor Bozzo opened public comment. Sharon McKeegan commented about the need for portable restrooms in food areas with a code to prevent homeless persons from using it, and for portable restrooms for homeless persons. Liz Murillo commented about the work of Rebuilding Together Silicon Valley, reading a letter from a recipient of the service. Ron Kirkish commented about his medical news and thanked the Council for support. With no further speakers, Mayor Bozzo closed public comment. 4. REPORTS OF COUNCIL MEMBERS 1. Council Member Bracco – Downtown Committee, Santa Clara County Library Joint Powers Authority, Santa Clara Water Commission, Santa Clara Valley Water Joint Water Resources Committee, SCRWA Council Member Fugazzi – Santa Clara Water Commission (alternate), Silicon Valley Regional Interoperability Authority Board (alternate), SCRWA, Visit Gilroy California Welcome Center, VTA Mobility Partnership Committee Council Member Marques – ABAG, Downtown Committee, Santa Clara County Library Joint Powers Authority (alternate), Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Habitat Agency Implementation Board, SCRWA (alternate) Council Member Hilton – CalTrain Policy Group, Santa Clara County Expressway Plan 2040 Advisory Board (alternate), Silicon Valley Clean Energy Authority JPA Board, South County Youth Task Force Policy Team, VTA Policy Advisory Committee Council Member Ramirez – ABAG (alternate), Gilroy Gardens Board of Directors (alternate), Gilroy Sister Cities, Gilroy Youth Task Force (alternate), SCRWA, Santa Clara Housing and Community Development Advisory Committee Council Member Cline – CalTrain Policy Group (alternate), Gilroy Sister Cities (alternate), Gilroy Youth Task Force, Santa Clara County Expressway Plan Page 19 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 3 of 9 City Council Regular Meeting Minutes 2040 Advisory Board, Silicon Valley Clean Energy Authority JPA Board (alternate), Silicon Valley Regional Interoperability Authority Board, Visit Gilroy California Welcome Center (alternate), VTA Mobility Partnership Committee, VTA Policy Advisory Committee (alternate) Mayor Bozzo – Gilroy Gardens Board of Directors, Santa Clara Valley Water Joint Water Resources Committee, South County Youth Task Force Policy Team, VTA Board of Directors (alternate), Santa Clara Housing and Community Development Advisory Committee (alternate) Council Member Bracco – No report. Council Member Fugazzi – No report. Council Member Marques – No report. Council Member Hilton – Provided updates from the Valley Transportation Authority Policy Advisory Committee about ridership statistics; Silicon Valley Clean Energy Board action on its energy procurement portfolio and real-time pricing rate structure; and the Progress Pride Flag raising. Council Member Ramirez – Provided an update on the Gilroy Gardens Board Meeting, the celebration of their anniversary and the new Cherries Jubilee Celebration. Council Member Cline – Provided an update on Silicon Valley Regional Interoperability Authority's preparations for Super Bowl and FIFA World Cup, and the impacts that could extend down to Gilroy. Mayor Bozzo – No report. 5. CONSENT CALENDAR Mayor Bozzo opened public comment. With no speakers, Mayor Bozzo closed public comment. Motion Approve RESULT:Passed MOVER:Council Member Tom Cline SECONDER:Council Member Kelly Ramirez AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo 1. Adopt a Resolution Approving a Time Extension for a Tentative Map for the Gilroy Square Project Located at 6970 Camino Arroyo, APN 841-70-049 (File Number TM 21-02) Page 20 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 4 of 9 City Council Regular Meeting Minutes 2. Adopt a Resolution of the City Council of the City of Gilroy Setting the Tax Rate for Fiscal Year 2025-26 (FY26) for the Gilroy Community Library Project Bonds 3. Receive Budget Update for the Third Quarter of Fiscal Year 2024-25 (FY25) and Adopt a Budget Amendment Resolution 4. Adopt a Resolution Approving an Agreement with Caltrans for the Maintenance of Emergency Vehicle Detection Systems (EVDS) on State Highways in the City of Gilroy and Authorizing the City Administrator to Execute the Agreement 5. Adopt an Ordinance of the City Council of the City of Gilroy to Establish the Election of Members of the City Council by Six Districts, Establish the Boundaries, Identification Numbers, and the Election Order of Each District, Establish a Residency Requirement to Seek a Council Seat from Each District, and Related Actions 6. Claim of Joshua Castillo-Rosales (The City Administrator recommends a "yes" vote under the Consent Calendar shall constitute denial of the claim) 6. BIDS AND PROPOSALS 1. Approve the Purchase of a Modular Replacement Restroom for Las Animas Park to total $244,921, utilizing Sourcewell's Cooperative Purchasing Contract 081721-CXT. Mayor Bozzo opened public comment. With no speakers, Mayor Bozzo closed public comment. Motion Approve RESULT:Passed MOVER:Council Member Terence Fugazzi SECONDER:Council Member Carol Marques AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo 2. Purchase Seven 2025 Chevrolet Silverado 2500 4WD Crew Cab Trucks for the Amount of $393,744 for the Public Works and Utilities Departments Using the State of California Statewide Contract 1-22-23-20-D Mayor Bozzo opened public comment. With no speakers, Mayor Bozzo closed public comment. Motion Page 21 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 5 of 9 City Council Regular Meeting Minutes Award RESULT:Passed MOVER:Council Member Dion Bracco SECONDER:Council Member Kelly Ramirez AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo 7. PUBLIC HEARINGS 1. Adopt Fiscal Years 2026 (FY26) and 2027 (FY27) Operating and Capital Budgets, Position Control List, Departmental Work Plans, Boards & Commissions Work Plans, and the GANN Appropriation Limit for Fiscal Year 2026. Mayor Bozzo opened the public hearing. Luis Ramirez commented in support of funding for the Recreation Division. Gannon Janisch commented in support of funding for the Recreation Division. Sally Armendariz commented her thanks to City Administrator Forbis for the clarification, and that some of the recreation funding should be used to help fund those families that cannot afford their youth participating in recreation programs. Maria Aguilar commented that she e-mailed her expressions regarding the recreation matter, but also raised concerns about the cost increase for senior meals. Alicia commented about her time teaching in recreation programs and in support of funding for the Recreation Division. Ron Kirkish commented about how parks and recreation in Gilroy was an integral part of his family's lives. Jorge Vargas commented thanks for being appointed as a Parks and Recreation Commissioner, and asked for no action to take funding from Recreation. With no further speakers, Mayor Bozzo closed the public hearing. Motion Adopt RESULT:Passed MOVER:Council Member Kelly Ramirez SECONDER:Council Member Carol Marques AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Page 22 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 6 of 9 City Council Regular Meeting Minutes Greg Bozzo 2. Conduct a Public Hearing to Approve Community Development Block Grant (CDBG) 2025-2030 Consolidated Plan and Program Year (PY) 2025-2026 Annual Action Plan including Funding Allocations This item was heard after Item No. 8.1. Mayor Bozzo opened the public hearing. Deanne Everton from Rebuilding Together Silicon Valley commented about their services and the need for CDBG funding. Alaina Purcell Schroeder from Rebuilding Together Silicon Valley commented about their services and the need for CDBG funding. Delinda Yatskevich from Rebuilding Together Silicon Valley commented about their services and the need for CDBG funding. Liz Murillo from Rebuilding Together Silicon Valley commented about their services and the need for CDBG funding. With no further speakers, Mayor Bozzo closed the public hearing. Motion Approve the 2025-2030 Consolidated Plan and 2025-2026 Annual Action Plan with the change to include the Rebuilding Together Silicon Valley allocation proportionately; Direct the Community Development Director to submit to HUD and make changes to comply with CDBG submission guidelines; and adopt the resolution amending the Fiscal Year 2025-26 budget within the CDBG Fund. RESULT:Passed MOVER:Council Member Dion Bracco SECONDER:Council Member Tom Cline AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo 3. Introduce an Ordinance to Adopt by Reference the Mapping of Fire Hazard Severity Zones as Issued by the California Department of Forestry and Fire Protection Mayor Bozzo opened the public hearing. With no speakers, Mayor Bozzo closed the public hearing. Motion Read the ordinance by title only and waive further reading. Page 23 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 7 of 9 City Council Regular Meeting Minutes RESULT:Passed MOVER:Council Member Kelly Ramirez SECONDER:Council Member Terence Fugazzi AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo Motion Introduce the ordinance. RESULT:Passed MOVER:Council Member Tom Cline SECONDER:Council Member Carol Marques AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo 8. UNFINISHED BUSINESS 1. Consideration of a Resolution Establishing a Pilot Program to Allow Food Trucks in Designated Areas While Updating the City’s Mobile Vending Ordinance This item was heard after Item No. 7.1 Mayor Bozzo opened public comment. Matthew Gallison commented in support of the pilot program. Diego Vasquez commented in support of the pilot program. Alicia commented in support of the pilot program. Melanie Reynisson commented about the Gilroy Downtown Business Association's support of the pilot program. Jeff Orth commented in support of the pilot program. Jesus commented in support of the pilot program. Madalegni Mondragon commented in support of the pilot program. David Almeida commented in support of the pilot program. Jorge Vargas commented in support of the pilot program. With no further speakers, Mayor Bozzo closed public comment. Page 24 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 8 of 9 City Council Regular Meeting Minutes Motion Adopt RESULT:Passed MOVER:Council Member Terence Fugazzi SECONDER:Council Member Carol Marques AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo 9. CITY ADMINISTRATOR'S REPORTS 1. Santa Teresa Station and County Fire Update City Administrator Forbis provided updates regarding the Santa Teresa Fire Station and County Fire Services. 10. CITY ATTORNEY'S REPORTS None. 11. CLOSED SESSION Council entered closed session at 10:45 PM. 1. CONFERENCE WITH LEGAL COUNSEL - PENDING LITIGATION. Pending Litigation Pursuant to Paragraph (1) of Subdivision (d) of Government Code Section 54956.9 and Gilroy City Code Section 17A.11 (3) (a), Gandolfi Investments, LLC v. City of Gilroy, et.al., Superior Court for the County of Santa Clara, Case Number 24CV444165, filed July 26, 2024. City Attorney Faber read the item into the record and provided instruction. City Attorney Faber opened public comment. With no speakers, City Attorney Faber closed public comment. Motion Enter closed session RESULT:Passed MOVER:None SECONDER:None AYES:Council Member Dion Bracco, Council Member Tom Cline, Council Member Terence Fugazzi, Council Member Zach Hilton, Council Member Carol Marques, Council Member Kelly Ramirez, Mayor Greg Bozzo Council entered closed session at 10:45 PM. Page 25 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9 June 2, 2025 | 6:00 PM Page 9 of 9 City Council Regular Meeting Minutes 12. ADJOURN TO OPEN SESSION Council returned to open session at 11:05 PM. 13. ADJOURNMENT With no further business before the Council, the meeting was adjourned at 11:05 PM. I HEREBY CERTIFY that the foregoing minutes were duly and regularly adopted at a regular meeting of the City Council of the City of Gilroy on XXXXXXX, 20XX. Bryce Atkins Acting City Clerk Page 26 of 217 Docusign Envelope ID: 99237844-F570-4AF0-A47D-1638AD3A9DC9