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Harris & Associates - 2012 AgreementAGREEMENT FOR SERVICES This AGREEMENT made this day of Obetween: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Harris & Associates, having a principal place of business at 1782 nd Street, Gilroy, CA 95020. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on August 6, 2012 and will continue in effect through June 30, 2013, with the right to extend the term through June 30, 2015 unless terminated in accordance with the provisions of Article 7 of this Agreement. 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" ( "Standard Scope of Services "). Such services will be specifically defined for each project on a work -order basis to be executed for each individual project. 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. 1VPAPP1740364.6 -1- 100108- 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 "C" "Range of Hourly Rates ". In no event however shall the total compensation paid to CONSULTANT exceed $25,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due within 30 days and in accordance with 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 WPAPP1740364.6 -2- 100108-04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel reasonably 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 attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend (1) Professional Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY, indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful misconduct or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. (2) Other Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY, 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 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, 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 IVPAPP1740364.6 -3- 100108 -04706083 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 and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish 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) 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. 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. 1VPAPP1740364.6 -4- 100108 -04706083 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.I., 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: 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 satisfactorily completed 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 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. WPAPP1740364.6 -5- 100108 -04706083 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 use due professional care to 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 reasonably 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 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 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 applicable State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or 1VPAPP1740364.6 -6- 100108 -04706083 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. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of 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.I. 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. 1VPAPP1740364.6 -%- 100108 -04706083 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 Performance Consultant will perform professional services in a timely manner, consistent with sound professional practices. Neither party shall be considered in default of this Agreement, to the extent that party's performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party. 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: Harris & Associates By: Nam ob Gu etz, P Title: Vice President Social Security or Taxpayer Identification Number 94- 2385238 Approved as to Form Linda Callon - City Attorney 1VPAPP1740364.6 -8- 100108 -04706083 CITY: ?GILROY By: Name: Thomas J. rlaglund Title: City Administrator 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 Bob Guletz, 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 satisfactorily complete the Services required herein. 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, Teresa Mack 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.I. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, 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 satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, 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. WPAPP1740364.6 -1- 100108- 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. CONSULTANT'S SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All reports, costs estimates, plans and other documents which may be submitted or furnished by CONSULTANT shall be approved and signed by a qualified registered professional engineer in the State of California. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the professional engineer responsible for their preparation. B. 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. C. 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. 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 to the extent caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. IVPAPP1740364.6 -2- 100108- 04706083 D. 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. E. 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. F. 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. G. 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.E 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. Documents and materials prepared by Consultant, pursuant to this Agreement are not intended or represented to be suitable for reuse by the City or others on any other project. Any use of these documents or materials for other projects without specific written authorization from Consultant 1VPAPP1740364.6 -3- 100108 -04706083 will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by Client or persons other than Consultant, is waived against Consultant and Client assumes full responsibility for such changes. H. 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. I. NOTICES. Notices are to be sent as follows: CITY: Rick Smelser, City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Bob Guletz, PE, Vice President Harris & Associates 1401 Willow Pass Road Suite 500 Concord, CA 94520 J. 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.J. 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.J. 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 1VPAPP1740364.6 -4- 100108 -04706083 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. 1VPAPP1740364.6 -5- 100108 -04706083 EXHIBIT "B" SCOPE OF SERVICES \VPAPP \740364.6 -1- 100108 -04706083 Section A Proiect Statement Project Statement of Understanding Harris has been providing development review and management services to public agencies since 1987, and for the City of Gilroy since 2003 under our current contract. Therefore, we truly understand the nature of such services. We have seen Gilroy's needs evolve over the years. When we began working for the City, development pressures were intense. We provided full plan and map review and management assistance for dozens of developments, including the magnificent Eagle Ridge development. Nowadays, our services to Gilroy are on an "as- needed" basis. We are seeing fewer new subdivisions and more map revisions, parcel maps, lot line adjustments, and mergers. Throughout our nine- plus years of service, we have always provided responsive professional services for whatever Gilroy needs. The challenge for mid -sized cities like Gilroy in 2012 is being responsive to your development applicants. Despite city staff reductions and increasing workloads, applicants continue to demand prompt reviews of their projects. To them, time is money. Often, reduction in City staff also means loss of specific technical expertise or legally required licenses to provide in -house approvals. ! Our goal is simple - to be available to provide any development- related services you may need in a responsive and professional manner. We anticipate that the following service needs will be covered under this solicitation: Review subdivision maps in accordance with local ordinance and the California Subdivision Map Act. This includes traditional subdivision maps (tentative, vesting tentative, and final), parcel maps, lot line adjustments, mergers, and other property - related maps. • Provide the review and signatory services of a City Surveyor who is properly licensed by the State to sign maps per the Map Act and local ordinances. (Performing field surveys is not included in the desired scope). • Maintain a thorough understanding of the City's development ordinances and design standards. 1 Review improvement plans related to subdivisions and other developments or applications. These reviews may include grading plans, utility plans, traffic calming measures, y and storm water quality provisions. • Review reports and calculations which support the applicant's design, such as traffic studies, geotechnical/soils reports, storm water management plans and SWPPPs, the infrastructure sections of environmental impact reports, and hydraulic calculations. • Review site plans for non - subdivision applications. • Provide interpretations of the Map Act or local ordinance, as applied to specific applications. • Work with City staff as desired to increase their proficiency and self - sufficiency in development reviews. ■ Provide any other engineering services requested by the City, such as infrastructure design, assessment district engineering, or staff augmentation. Cn -Call Engineering and City Surveyor Services Our approach to providing on -call development review for Gilroy will continue to focus on prompt service and thorough reviews. Our work plan, refined over the nine years we have been providing these services to Gilroy, results in efficiency and personalized service. The following is a general description of our work plan. • Execute contract. The agreement for on -call services will be negotiated to mutual satisfaction and executed. There typically is a top -set contract budget, and our individual assignments will be charged against that total. Contracts have been multi -year, with extension for additional years optional at the City's discretion. • Kick -off meeting. City staff and the Harris team meet to fine -tune our already- established procedures with respect to specific requirements of the assignment. We will confirm the scope of work, roles and responsibilities, and the expectations of each party. • Update library. Harris already maintains a complete library of Gilroy's development - related reference documents in our Gilroy office. However, we continually confer with City staff for any updates to ordinances or design standards. Acco.unting system. Harris provides a unique project number for each assignment ' we receive. "This ensures the City gets proper reimbursement from the applicant. Typically the actual cost of review is not known in j advance, due to uncertainty in the quality or i completeness of the submittals. Therefore, the City's initial application/review fee from 1 the applicant is considered a deposit, to be 1 replenished by the applicant if needed. The 1 intent is for the City to pass all related Harris and City costs on to the applicant. We keep in regular communication with City staff regarding our charges for larger or long- duration project assignments. 1 Assign work. When an application is submitted, City staff contacts Patrick Dobbins, 1 PE, QSP, who walks the short distance 1 Section S Project Approach from Harris' Gilroy office to City Hall to pick up plans and supporting documents, and occasionally meet with the applicant. Patrick logs in the assignment then either completes the review himself or assigns it to a team member, depending on the degree of complexity, schedule, and other factors. Patrick is ultimately responsible for the quality and thoroughness of any reviews performed by his support team. Completeness check. We will work closely with City staff to ensure that application packages are sufficiently complete before we begin our review. We will encourage staff to reject the application if significant supporting documents are not included, or if the quality is not adequate. It is important to make sure the applicant knows that the City's acceptance of incomplete submittals usually delays the review process, and ultimately increases the review costs charged to the applicant. Relationship with the applicant. The City staff determines the degree to which our review team interfaces with the applicant or his engineer. Although it is important for the City to be the primary control point for submittals, resubmittals, and approvals, there are times when City staff wishes Harris to interact directly with the, applicant's engineer I On -Call Engineering and City Surveyor Services 4 l 9 3 to expedite reviews or to directly explain the City/Harris position on an issue. Since Harris 9 does not work for developers as clients, there is no conflict of interest in these relationships. Our obligation is to the City, to ensure that the City's interests are being represented. a Specialty reviews. From time to time, 3 Patrick may forward improvement plans to 4 one of our design engineers for review of specialty items, such as structural or traffic. In the rare situation that outside assistance is recommended (major landscaping, irrigation, traffic, seismic/geotechnical, environmental, modeling, etc.), Patrick will so notify City staff for authorization to bring a subconsultant D on board the Harris team. We rarely need to include subconsultants, and therefore have not named any at this time. ■ Tools of the trade. Over the years Harris has created a number of tools to assist the flow of review comments and track compliance with conditions of approval. These tools will - continue to be used for our Gilroy assignments. t, Sample tools are included in the Appendix. r r City Surveyor. An important component of our services to the City is to serve as the legally- required City Surveyor, for purposes of signing maps and other development documents as required by City ordinances or the CA Subdivision Map Act. Bob Guletz, PE, will continue to serve in this role for Gilroy. To A protect the City, he will not sign documents until and unless they have been reviewed either by himself or Harris staff under his supervision. Feedback loop. The Harris team strives to ensure that we're meeting the needs of the City and the development community. Therefore, we N expect to touch base with City staff on a regular basis to see if there are any concerns relating to our quality or responsiveness. We pledge to promptly respond and adjust accordingly. � R swt.l Expanded services. The development world has slowed down. Lately our Gilroy reviews have primarily included parcel maps, lot line adjustments, mergers, and map revisions. There is always the possibility that during the life of this agreement the economy will recover and development will resume. If so, we stand ready to assist Gilroy with other development- related services, including negotiating Development Agreements, identifying conditions of approval, creating or reviewing assessment or fee districts, performing AB 1600 Impact Fee analyses, creating `finance implementation plans' (which balance cash flow with development infrastructure phasing), monitoring compliance with environmental mitigation requirements and conditions of approval, and even performing design or construction inspection of public infrastructure related to development. We provided many of these services to Gilroy during the `heyday' of development, including at the Eagle Ridge project. As previously stated, our goal is to be responsive to the needs of both the City and the applicant/developer. Time is money to a developer, and since they are paying for the reviews, they expect prompt service. The City also must operate under State requirements for timely review of planning submittals. We see these reviews as a three -way partnership. Section B: Project Approach ' The previous section describes how we will continue to successfully deliver on -call development review and City Surveyor services for Gilroy. In this section, we introduce our team and their capabilities, and describe why we are organized as we are to provide - responsive and quality services to the City. The organization chart identifies key individuals who would be available to provide these services. Development Reviewer/ Project Moriager Patrick Dobbins, PE, QSP The following describe how these key players will interact. Development Reviewers Our project manager, Patrick Dobbins, Kyle Carbon, PE, QSD /QSP will be responsible for working out the Robert Williamson details of any re view assignment with S your staff project manager /liaison. He ? will designate the most appropriate j reviewer(s) for a specific assignment, depending on the nature of the work. He will draw from a variety of specialists (including himself), from engineers to plan review technicians. y To ensure our review efficiency and reduce the review cost to applicants, we are committing our key team members to your on -call 3 contract. Maintaining a consistent team ensures familiarity with City standards and that we have sufficient resources ready to complete your assignments. 1 We recognize that stormwater quality compliance is critical for all developments, a therefore we have included staff who are certified QSD /QSP. • Our contract City Surveyor /project director, 1 Bob Guletz, currently provides similar on -call t services as contract City Surveyor to you, the City of Gilroy, as well as Salinas, Milpitas, and American Canyon. His professional engineering license predates the 1982 cutoff g for signing subdivision maps. 1 We will continue to dedicate space in our Gilroy office (located only 6 blocks from City Hall) as the City documents library, so that all team members have equal access to working with your standards. Section C Proiect Team Contract City Surveyor/ Project Director Bob Guletz. PE Specialty Reviews Civil Design Group (Staff @018) Optional CIP Design Services Civil Design Group • Both Bob Guletz and Patrick Dobbins have extensive experience working with Planning and Community Development Departments. This knowledge of the entitlement process will be valuable when there are complex or controversial projects under review, as well as for general liaison purposes. • Our close, personal relationship with City staff has been the key to successfully delivering development review services to Gilroy for almost a decade. We promise that our team will function as an extension of City staff. This is made possible by the close proximity of our offices, and our common goal of delivering efficient application processing as one team in the eyes of the applicant. • We have available a team with a wide variety of capabilities for specialized reviews, and sufficient depth for larger project assignments, but we will only assign staff that are necessary to efficiently serve each task order. On -Call Engineering and City Surveyor Services EXHIBIT "C" PAYMENT SCHEDULE WPAPP1740364.6 -1- 100108- 04706083 Harris & Associates RANGE OF HOURLY RATES: ALL NORTH REGION EMPLOYEES Applicable to "On -Call Engineering and City Surveyor Services" for City of Gilroy Effective January 1 - December 31, 2012 PROPOSED STAFF HOURLY RATE Bob Guletz, PE (City Surveyor /Project Director) $225 Patrick Dobbins, PE (Project Manager /Reviewer) $170 Kyle Carbert, PE (Specialty Reviewer) $130 Robert Williamson (Development Review Technician) $125 ENGINEERING DESIGN AND MUNICIPAL SERVICES GROUPS HOURLY RATE Project Directors $190 -225 Project Managers 150 -210 Project Engineers 125 -195 Technical Support 75 -130 Administration 65 -95 CONSTRUCTION /PROGRAM MANAGEMENT HOURLY RATE Project Directors $190 -225 Project Managers 150 -210 Construction Managers 125 -200 Resident Engineers 150 -200 Construction Engineers 110 -200 Scheduling Engineers 110 -190 Cost Engineers 110 -190 Inspectors* 100 -160 Technicians 90 -160 Administration 65 -95 Notes: Rates are subject to adjustment due to promotions during the effective period of this schedule. A new rate schedule will become effective January 1, 2013 and on the 1 st of January every year thereafter. Unless otherwise indicated in the cost proposal, hourly rates include most direct costs such as travel, equipment, computers, communications and reproduction (except large quantities such as construction documents for bidding purposes). Harris reserves the right to convert this rate schedule to a direct- and indirect -costs format during the 2012 calendar year. *Inspectors working in the State of California are subject to the Prevailing Wage Rates established for that area. (`liantg- iingAA HARRIS ACORD_ CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 1 10/09/2012 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 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). PRODUCER Hub International HUB Int'I Insurance Serv. Inc. P.O. Box 4047 Concord, CA 94524 -4047 CONTACT NAME: PHONE 925 609 -6500 FAX ac Ne Ext : A/c o): 925 609 -6550 E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hanover Insurance Company 22292 INSURED INSURER B: Lexington Insurance Company 19437 Harris 8r Associates Inc. INSURER C: Travelers Prop Tl P Cas Co of Amer 25674 Attn: Susan Mandilag Catlin Insurance Company, Inc. INSURER D : n m p Ys 1401 Willow Pass Rd., Ste. 500 INSURER E, Wausau Underwriters Ins Co 26042 Concord, CA 94520 INSURER F CLAIMS -MADE F_x1 OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 CONTRACTOR 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DDIYYYY LIMITS A GENERAL LIABILITY ZHF920172201 8/01/2012 08/01/201 EACH OCCURRENCE $1.000.000 X COMMERCIAL GENERAL LIABILITY PREMISES ERENTED nce $1,000,000 CLAIMS -MADE F_x1 OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 X Ded: 0 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 $ POLICY X PRO X LOC JECT E AUTOMOBILE LIABILITY ASJZ91455034012 8/01/2012 08/01/201 EOa acccid.nl)S GLE LIMIT 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ $ X ed:0 B UMBRELLA LIAB X OCCUR 021391569 8/01/2012 08/01/2013 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 X EXCESS LIAB CLAIMS -MADE DED I X RETENTION $O $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N/A PJUB8166N36Al2 *" 8101/2012 08/011201 X WC STATU- OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below D PROFESSIONAL LIAB AED6703600813 8/01/2012 08/01/2013 $5,000,000 Per Claim $10,000,000 Aggregate $150,000 Ded.Each Claim DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) ** Workers Compensation policy excludes monopolistics states ND, OH, WA, WY. Re: As- needed Engineering Services (HA #121 -0218 (2015)) City of Gilroy, its officers and employees as Additional Insured as respects General Liability 8r Auto Liability per attached forms CG2010 0704, CG2037 0704, & CA2048 0299. (See Attached Descriptions) City of Gilroy Teresa Mack, PE Eng Div, Public Wks Dept 7351 Rosanna Street Gilroy, CA 95020 ACORD 25 (2010/05) 1 of 2 #S1865234/M1773431 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DA44 DESCRIPTIONS (Continued from Page 1) General & Auto "Primary Insurance" forms 421 -0452 0607 &, CA0001 0310 attached. General & Auto Liability, and Workers Comp Waiver of Subrogation forms CG2404 0509, AC8407 0509, & WC000313 attached. (This certificate cancels and replaces certificate dated 10/8/2012.) SAGITTA 25.3 (2010/05) 2 of 2 #51865234/M1773431 POLICY NUMBER: ZHF920172201 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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 City of Gilroy, its officers and employees All locations 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions 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 in- tended use by any person or organization other than another contractor or subcontractor en -gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: ZHF920172201 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed City of Gilroy, its officers and employees All locations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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 dam- age" 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 ". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi -fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): City of Gilroy, its officers and employees Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in SECTION II of the Coverage Form. Policy No: ASJZ91455034012 Issued by: Wausau Underwriters Insurance Company Effective Date: 08/01/2012 Expiration Date: 08/01/2013 CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ZHF 9201722 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Other Insurance — Primary and Non - Contributory (Additional Insured) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV — Commercial General Liability Conditions 4. Other Insurance a. Additional Insureds (a) That is Fire, Extended If you agree in a written contract, written Coverage, Builder's Risk, installation Risk or agreement or permit that the insurance similar coverage for provided to any person or organization your work"; included as an Additional Insured under Section II — Who is An Insured, is (b) That is Fire insurance primary and non - contributory, the for premises rented to following applies: the Additional Insured or temporarily occupied by the Additional If other valid and collectible insurance is Insured with permission available to the Additional Insured for a of the owner; loss we cover under Coverages A or B (c) That is insurance of this Coverage Part, our obligations purchased by the are limited as follows: Additional Insured to 1.113rimary Insurance cover the Additional This insurance is primary to other Insured's liability as a insurance that is available to the tenant for "property Additional Insured which covers the damage" to premises Additional Insured as a Named rented to the Additional Insured. We will not seek Insured or temporarily contribution from any other occupied by the insurance available to the Additional Additional with Insured except: permission of the i. For the sole negligence of• the owner; or Additional Insured; (d) If the loss arises out of ii. when the Additional Insured is the maintenance or use of aircraft, autos" or an Additional insured under watercraft to the extent another primary liability policy; not subject to Exclusion or g. of Section I — iii. when 2. below applies. Coverage A — Bodily If this insurance is primary, our Injury And Property Damage Liability. obligations are not affected unless any of the other insurance is also When this insurance is excess, we will have primary. Then, we will share with all no duty under Coverages A or B to defend the that other insurance by the method insured against any 'suit" if any other insurer described in 3. below. has a duty to defend the insured against that 2. Excess Insurance 'suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to This insurance is excess over: the insured's rights against all those other (1) Any of the other insurance, insurers. whether primary, excess, When this insurance is excess over other contingent or on any other insurance, we will pay only our share of the basis: amount of the loss, H any, that exceeds the sum of: Page 1 of 2 421 -0452 06 07 1307 - Includes copyrighted material of Insurance Services Offices, Inc., with its permission (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 421 -0452 06 07 1308 ZHF 9201722 01 3. Method Of Sharing If all of. the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2 POLICY NUMBER: ASJZ91455034012 B. General Conditions d. When this coverage form and any other 1. Bankruptcy coverage form or policy covers on the same basis, either excess or primary, we will pay Bankruptcy or insolvent of the 'insured" or p Y Y only our share. Our share is the proportion the "insured's" estate will not relieve us of any that the Limit of Insurance of our coverage obligations under this coverage form. form bears to the total of the limits of all the 2. Concealment, Wsrepresentation Or Fraud coverage forms and policies covering on This coverage form is void in any case of fraud the same basis. by you at any time as it relates to this coverage 6. Premium Audit form. It is also void if you or any other 'in- a. The estimated premium for this coverage sured ", at any time, intentionally conceal or form is based on the exposures you told us misrepresent a material fact concerning: you would have when this policy began. We a. This coverage form; will compute the final premium due when we b. The covered "auto'; determine your actual exposures. The estimated total premium will be credited c. Your interest in the covered "auto'; or against the final premium due and the first d. A claim under this coverage form. Named Insured will be billed for the bal- ance, if any. The due date for the final pre- mium or retrospective premium is the date If we revise this coverage form to provide more shown as the due date on the bill. If the es- coverage without additional premium charge, timated total premium exceeds the final your policy will automatically provide the addi- premium due, the first Named Insured will tional coverage as of the day the revision is ef- get a refund. fective in your state. b. If this policy is issued for more than one 4. No Benefit To Bailee — Physical Damage year, the premium for this coverage form Coverages will be computed annually based on our We will not recognize any assignment or grant rates or premiums in effect at the beginning any coverage for the benefit of any person or of each year of the policy. organization holding, storing or transporting 7. Policy Period, Coverage Territory property for a fee regardless of any other pro- Under this coverage form, we cover "accidents" vision of this coverage form. and 'losses" occurring: 5. Other Insurance a. During the policy period shown in the Dec - a. For any covered "auto" you own, this cov- larations; and erage form provides primary insurance. For b. Within the coverage territory. any covered "auto" you don't own, the in- surance provided by this coverage form is The coverage territory is: excess over any other collectible insurance. (1) The United States of America; However, while a covered "auto" which is a (2) The territories and possessions of the Unit- 'trailer" is connected to another vehicle, the ed States of America; Liability Coverage this coverage form pro- vides for the 'trailer" is: (3) Puerto Rico; (1) Excess while it is connected to a motor (4) Canada; and vehicle you do not own. (5) Anywhere in the world if: (2) Primary while it is connected to a cov- (a) A covered "auto" of the private passen- ered "auto" you own. ger type is leased, hired, rented or bor- b. For Hired Auto Physical Damage Coverage, rowed without a driver for a period of 30 any covered "auto" you lease, hire, rent or days or less; and borrow is deemed to be a covered "auto" (b) The "insured's" responsibility to pay you own. However, any "auto" that is damages is determined in a "suit" on the leased, hired, rented or borrowed with a merits, in the United States of America, driver is not a covered "auto ". the territories and possessions of the c. Regardless of the provisions of Paragraph United States of America, Puerto Rico or a. above, this coverage form's Liability Canada or in a settlement we agree to. Coverage is primary for any liability as- sumed under an 'insured contract ". CA 00 0103 10 © Insurance Services Office, Inc., 2009 INSURED Page 9 of 12 ❑ POLICY NUMBER: ZHF920172201 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 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: BLANKET WITH 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. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 1423 POLICY NUMBER: ASJZ91455034012 XXIII. L 41TED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO . THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B. 7 of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accident" or "loss" occurs within 25 miles of the United States border, and b. While on a trip into Mexico for 10 days or less; 2. For coverage provided by this Section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value, of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIV- WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV- BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of accident, to waive rights of recovery against such person or organization. AC 84 07 05 09 Copyright 2008 Liberty Mutual. All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. TRAVELERS / J WORKERS COMPENSATION ONE TOWER SQUARE AND HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -01 POLICY NUMBER: (PJUB- 8166x36 -A -12) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under 'a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 08 -08 -12 ST ASSIGN: