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Contract - Aquatrax - Contract No. 25FIN0054 - Expires: 9/30/2027
City of Gilroy Agreement/Contract Tracking Today’s Date: June 26, 2025 Your Name: Katty Alvarez Contract Type: Services over $5k - Consultant Phone Number: 408-846-0217 Contract Effective Date: (Date contract goes into effect) 7/1/2025 Contract Expiration Date: 9/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Aquatrax Contract Subject: (no more than 100 characters) Utility customer water usage reporting and monitoring portal Contract Amount: (Total Amount of contract. If no amount, leave blank) $77,000 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head Acting City Clerk Attestation Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 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 sole 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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 26th day of June, 2025, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: AQUATRAX, having a principal place of business at 2372 Morse Avenue, Ste 647, Irvine, CA 92614. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 1, 2025 and will continue in effect through September 30, 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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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 $77,000.00. B.Invoices CONSULTANT shall submit invoices for all services rendered. C.Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D.Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be 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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D.Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -4- 4835-2267-0361v1 LAC\04706083 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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C.Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D.Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A.Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B.Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C.Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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: Amit Sharma CITY OF GILROY By: By: Name: Amit Sharma Name: Jimmy Forbis Title: CEO Title: City Administrator Social Security or Taxpayer Identification Number 83-3707036 Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney Acting City Clerk Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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 Amit Sharma, 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, Harjot Sangha, Finance Director 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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Harjot Sangha, Finance Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Amit Sharma AQUATRAX 2372 Morse Avenue, Ste 647 Irvine, CA 92614 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: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES See attached "APPENDIX B | SCOPE OF WORK" Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE See attached "APPENDIX C | MILESTONE SCHEDULE" Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE See attached "APPENDIX D | PAYMENT SCHEDULE" Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX B | SCOPE OF WORK Water Use Data Tracking Management & Communication Platform Aquatrax shall provide all labor, equipment, training, and materials necessary to install and maintain a Water Use Data Tracking Management and Communication Platform for both City water customers and for the City’s internal staff use. The technology platform will be designed to be user friendly and intuitive with customizable visual dashboards, alert notifications, consumption analytics and reporting modules to service City’s accounts. Aquatrax shall notify City staff of any new innovations, improvements and tools to the platform that become available after the City of Gilroy’s platform is set-up. Improvements created for other agencies will be offered to the City of Gilroy unless they are specific to other clients’ needs, and do not have a use for the City of Gilroy. Innovations shall be offered to the City of Gilroy at no additional cost, or at a negotiated cost if it is a City-requested tool that is being prioritized and developed for a unique City need. Aquatrax shall be available as-needed to resolve technical issues. Aquatrax shall attend a bi- weekly (every other week) standing meeting with City of Gilroy staff during the initial set-up of the platform and during the initial year of operation. Frequency of the standing meeting may be reduced at any time if both parties agree on a reduced frequency. Required Customer Facing Features: The scope of services shall include implementation of the following required Customer facing features and capabilities: 1. Intuitive customer interface 2. Link/button to bill payment portal that has single sign on abilities 3. Real-time consumption tracker chart 4. Utility contact information 5. Ability to download water use data 6. Water Use Reports. Aquatrax shall generate and distribute both print & online Water Use Reports bi-monthly (every other month) a) Water Use Reports shall include a comparison to other like households and businesses. In addition to being included in the Water Use Reports, the comparison shall also be included on both the customer and utility portals. b) Water Use Reports shall include option for customized messaging, to be provided by the City each time the report is sent out. c) Water Use Reports shall be generated and distributed by Aquatrax bi- monthly (every other month) via email and print. Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX B | SCOPE OF WORK d) Water Use Reports shall include a section with information researched and provided by Aquatrax that suggests ways for the community to reduce water use and save money. Initially this section will be broad (residential suggestions versus commercial suggestions). Within the first year of the Aquatrax platform going live, this section shall be updated with more specific information as supplied by the City that provides different suggestions based on commercial type (22 subcategories) and residential type (single family versus multi-family). e) Consider including water budget per account in the Water Use Reports. 7. Option for customer to input contact information for water tool access as part of first-time login 8. Leak detection self-service tool 9. Personalized recommendations with the ability to link to rebate programs Required Supplementary Customer Facing Features: Aquatrax shall provide the following required supplementary customer facing features: 1. Native mobile app 2. Opt-out platform, not opt-in. 3. A comparison of each customer’s water use to other like households shall be included on both the customer and utility portals. 4. Ability to set custom alerts for tracking usage when away 5. Leak information on customer homepage (clicking ‘view leak’, takes you to the customer water use tracking tab/section to view the leak details) 6. Outreach promotion to assist with launch and normalization of Aquatrax partnership with the City 7. Mechanism to encourage legacy users to input/update contact information for water tool access a. This shall include updating email, phone, and other contact information. b. This shall also include updating typical number of residents per household, approximate size of landscaping that is watered, and type of irrigation used on the property. c. For commercial accounts, the information update shall include updating the subcategory of the commercial account that the business fits within, amongst the 22 subcategory options (dropdown option, no typing answer). 8. Short video tutorial of top user features for Customers – script to be developed in collaboration with City, and then created/produced by Aquatrax. a. What to do when you get a leak alert b. How to look at your watering days c. How to update profile contact details Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX B | SCOPE OF WORK 9. The following additional innovative services/features shall be provided by Aquatrax: a) Water Budget Variance Request b) Gamification or Coins c) LCRR LSI Lead and Copper Tool d) Customizable Reports & Artificial Intelligence (AI) First Strategy e) Language Translations – include at a minimum Spanish, Vietnamese, Korean, and Chinese f) ChatBot feature Required Utility Facing Features: Aquatrax shall provide the following required Utility facing features and capabilities: 1. Ability to integrate with Sensus, Infosend, and Tyler Munis and share data 2. Customer service technicians/dedicated representative 3. Mechanism that ensures quick resolution of technical and data issues 4. Leak detection and automated alerts a) Leak alerts shall be automatically issued to customers via the portal by means of portal message and native app push notification. Aquatrax platform shall be set up to allow City staff to also manually add text, and/or email notifications at any time. Leak alert settings for continuous leaks must not exceed five gallons per hour for single-family residential accounts with a duration not to exceed 72 hours; and duration of burst leaks is not to exceed 8 hours. For other meter classes, continuous volumes can be set by the City with leak notifications within 72 hours. b) Aquatrax platform shall track the number of leak alerts sent, estimated leak volumes and duration, estimated water savings associated with leak alerts for each month, and other statistics needed for reporting. 5. Leak thresholds can be set by the utility and be customized for each customer type 6. High use detection and automated alerts 7. Variety of communication platforms to send to individual accounts and/or many accounts as a group a. Text, voice, email, portal message, push notifications 9. Irrigation, normal use, leak usage separation/categorized a. Display the data for these 3 different types of water usage (irrigation, normal use, and leak) in different colors on the consumption tracker chart. b. Separate the usage for these 3 categories in gallons per hour. When the viewpoint is changed from day, week, month, etc. these 3 different total values would adjust accordingly to reflect the total leaks, normal use, and irrigation within the timeframe being viewed. Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX B | SCOPE OF WORK 10. Watering day(s) listed per account a. On the customer facing side and the utility facing side, the platform shall display the days that each specific account is allowed to be outdoor irrigating based on season and address. Winter Schedule – 1st of November through the end of March shall be listed with the specific 1 day that is determined by the last digit of the customer’s address: o Odd Addresses – Sundays only o Even Addresses – Saturdays only Summer Schedule – 1st of April through the end of October shall be listed with the specific 2 days that are determined by the last digit of the customer’s address: o Odd Addresses – Wednesdays & Sundays o Even Addresses – Tuesdays & Saturdays b. If the City enters into a time of drought water shortage restriction and the watering days were to be altered according to Gilroy Municipal Code 27.98, the platform shall be able to adjust the watering days listed on each account as directed by the City. 11. Variety of water usage timeframe views a. Day by hour, week, 2 weeks, 1 month, 2 months, year 12. Data reporting: a. Top consumers by period b. Irrigators (last week & last year) c. Customer conversations d. Consumption history e. Reading Detail by Account f. Leak History by Billing Year g. Leak History by Billing Period h. Leak Detection Report that shows monthly savings from leak alerts i. Leak Alert History j. Mailing History Required Supplementary Utility Facing Features: Consultant shall provide the following supplementary Utility facing features and capabilities: 1. UWUO reporting analytics (DWR Water Conservation as a Way of Life Framework) a. Commercial, Industrial and Institutional (CII) subcategory categorization 22 subcategory options – ability to filter for each subcategory and run reports for each subcategory b. Single-Family Residential (SFR) Indoor and Outdoor c. Multi-Family Residential (MFR) Indoor and Outdoor d. CII Outdoor e. CII Dedicated Irrigation Meters & CII Mixed-Use Meters Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX B | SCOPE OF WORK 2. Integrated map with filtering capabilities 3. Customer conversation ability – user response to alert 4. Tri-color coded bar graph for water usage (irrigation, normal use, and leaks to all be different colored bars displayed in the graph on the consumption tracker chart.) a. Display the data for these 3 different types of water usage (irrigation, normal use, and leak) in different colors on the consumption tracker chart. b. Separate the usage for these 3 categories in gallons per hour. When the viewpoint is changed from day, week, month, etc. these 3 different total values would adjust accordingly to reflect the total leaks, normal use, and irrigation within the timeframe being viewed. 5. Ability to insert customized City-provided outreach messages into bi-monthly (every other month) Water Use Report 6. Water budget per account – consider adding to Water Use Reports 7. Comparison of this year to previous year(s) 8. Additional innovative services/features to be offered by platform: a. Compliance UWUO, SB 555, SB606 b. Small leak detection via Artificial Intelligence (AI) c. Artificial Intelligence Chatbots d. Assist in development of banners and marketing campaign e. User Adoption Increase & Strategy f. Optical Character Reading – if needed Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX C | MILESTONE SCHEDULE The esƟmated Ɵmeline for the implementaƟon of this engagement is 10-12 calendar weeks followed by a two-week stabilizaƟon period. The actual project duraƟon will depend upon the final scope, configuraƟon decisions, and availability of data and integraƟons from City of Gilroy’s source systems. The AQUATRAX team will provide an updated project schedule upon compleƟon of Milestone #1 described in the table below. Within two weeks of receiving wri Ʃen authorizaƟon, the AQUATRAX team will begin scheduling the work associated with the tasks detailed below. This Scope of Work for the Project will be broken into six milestones. Unless otherwise agreed upon by the parƟes in wriƟng, each milestone must be completed before any work is conducted on the next milestone. Each milestone shall be considered complete once AQUATRAX has delivered its deliverables indicated in the chart below. Milesto ne No. Phase AQUATRAX Deliverables City Of Gilroy Deliverables Estimated Duration 1 Planning/Analyze Kick Off Meeting Mockups and flows Scope finalization Project Schedule Availability of Project Sponsor, Business & Technical SME for Timely Approvals Internal / 3rd Party Software/API Access Data as requested by AQUATRAX 3 Week 2 a. Configure/ Integrate Design, Integration and Configuration of Base AQUATRAX product. Solution Diagram Source System API/ Integration Support Source System Access (if required) Sample Data/Test Data 4 Weeks 3 a. AQUATRAX Product QA Testing b. City Of Gilroy UAT Testing Quality Assurance Testing User Acceptance Testing Support Availability of City of Gilroy resources for UAT User Acceptance Testing UAT Test Status and Results 2 Week Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX C | MILESTONE SCHEDULE 4 a. City Of Gilroy Outreach Support b. Training (Basic Package) City Of Gilroy Marketing Campaign Material Templates AQUATRAX Product Video – 30 secs Train the Trainer (Via remote WebEx) Timely Approval of Campaign Material City Of Gilroy team member participation in scheduled training 1 Week 5 Deployment Production Deployment Online Customer Help Guide PVT Sign Off Notice Availability of Project Sponsor, Business & Technical SME and Approval 1 Week 6 Training & Stabilization Four-week 24X7 support for production Stabilization Helpdesk setup and transition to Product Support Desk after 4-week stabilization period. N/A 1 Week Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 APPENDIX D | PAYMENT SCHEDULE Below are the main items for ImplementaƟon of customer and uƟlity Aqua Trax Portal/Apps for approximately 15,000 accounts/meter connecƟons. AQUATRAX – Customer and Utility Portal Full Rollout Task Summary Price One Time Implementation of Customer and Utility AquaTrax Portal/Apps for approximately 15,000 accounts Customer data model & synchronization Utility Portal Customer Portal iOS & Android Mobile App configuration Communications provisioning Tyler Monthly Usage Billing System Integration Civic pay Single sign for customer facing portals Sensus AMI Data integration for hourly, daily usage Infosend integration for bill pdf presentment CIMIS Weather data and Landscape area for Water Budget High/Low Water Users Usage and Budget segmentation Monthly Conservation reports One time set up costs $22,000 Annual Maintenance and Support of 15,000 accounts Utility Portal Customer Portal iOS & Android Mobile App Microsoft Azure Hosting (AQUATRAX) Annual Maintenance and Support* $27,500 x 2 years = $55,000 Marketing Materials Graphic design – Bill Stuffer, Flyer, social media Content Writing Total Costs ** $77,000 * Annual Maintenance and Support will commence at the go-live/launch. ** Total costs shall include travel, supplies, and all other costs deemed necessary to perform the work. Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 05/30/2025 Allco Fullerton Insurance 830 South Euclid Street Fullerton, CA 92832 Kirk Irvine (714)992-2390 (714)871-5610 kirvine@allcoinsurance.com 80275977-0 9 Aquatrax 2372 Morse Ave Ste 647 Irvine, CA 92614-6234 United States Liability Insurance Company 25895 A Y MTK1564097F 03/27/2025 03/27/2026X X X 1,000,000 2,000,000 California Automobile Insurance Company B BA040000073990 05/25/2025 05/25/2026 X 1,000,000 United States Liability Insurance Company 25895 A MTK1564097F 03/27/2025 03/27/2026Professional per occurrence $1,000,000 Aggregate $1,000,000 City of Gilroy, its officers, officials and employees are named additional insured with respects to operations by the named insured as covered by the listed policy. Cancellation notice shall be given with 30 day notice City of Gilroy, its officers, officials and employees 7351 Rosanna St. Gilroy, CA 95020 (KAI) Printed by KAI on 05/30/2025 at 04:08PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) 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 COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ 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 LIMIT $DESCRIPTION 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 BP 134 (06-09) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BLANKET ADDITIONAL INSURED SECTION II LIABILITY; C. Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are performing your work under a written contract or agreement, that requires such person(s) or organization(s) to be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury, property damage or personal and advertising injury occurring after the effective date of such contract or agreement that is caused, in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your work for the additional insured. Coverage for an additional insured under this endorsement ends when your work for that additional insured ends or is put to its intended use by any person or organization. SECTION II LIABILITY; B. EXCLUSIONS, 3. Applicable To Both Business Liability Coverage And Medical Expenses Coverage, is amended to add the following with respect to this endorsement only: There is no coverage under this endorsement for loss or expense, including but not limited to the cost of defense for bodily injury or property damage or personal and advertising injury occurring: a. After all of your work, including materials, parts or equipment furnished in connection with your work and performed under the above referenced written contract(s) or agreement(s) has ended; or b. When that portion of your work out of which the bodily injury, property damage or personal and advertising injury arises and performed under the above referenced written contract(s) or agreement(s) has been put to its intended use by any person or organization; whichever occurs first. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7 CERTIFICATE OF EXEMPTION FROM WORKERS COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this AGREEMENT/CONTRACT is entered into, I shall not employ any person in any manner to become subject to the Workers Compensation Laws of the State of California. Executed on this 2 day of June 2025 at Irvine, California. Signature: Printed Name and Title: AMIT SHARMA, CEO Consultant/Contractor name: AQUATRAX Docusign Envelope ID: 19A7A1F9-4D74-4AD4-895F-4B2FEB22A4E7