HMH - 2012 AgreementAGREEMENT FOR SERVICES
This AGREEMENT made this 6L day of , between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: HMH, having a principal place of business at
1570 Oakland Road, San Jose, CA 95131.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on October 1, 2012 and will continue in effect through
October 1, 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" ( "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.
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
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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" ( "Payment Schedule ").
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due within 30 days of approval of an invoice. 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."
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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 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
As to 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
reasonable attorneys' fees, to the extent arising or resulting directly or indirectly from the
negligence, recklessness or willful misconduct 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
As to 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 reasonable attorneys' fees, to
the extent arising or resulting directly or indirectly from the negligence, recklessness or willful
misconduct 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
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
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coverage of $1,000,000 per occurrence and aggregate, or if written on a claims made basis then
such insurance shall be obtained and maintained with a minimum coverage of $1,000,000 per
claim and aggregate for the entire term of this Agreement and for the three (3) year period
following the completion of all services under this Agreement for the purposes of providing
continuous claims -made coverage during such periods. 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.
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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.
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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 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 State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
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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 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.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.
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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:
C
By: — VV B;
Name: Wr7 wotco N
Title: V p. Ti
Social Security or Taxpayer 14
Identification Number ✓J
Approved as to Form
Pik-: &A,
Linda Callon, City Attorney
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'11 s
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 Steve Loupe, 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 determined for each project
and included in the amendment authorizing the work.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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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 caused by CONSULTANT'S negligent performance of
any of the services furnished under this Agreement.
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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.
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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: William Wagner, P.E.
HMH
1570 Oakland Road
San Jose, CA 95131
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
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
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consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
The scope of services for on -call civil engineering services shall include but not be limited to the
following;
• Preparing plans and specifications, bid documents, for civil engineering projects
• Preparing a construction cost estimate.
• Assisting the City with pre - qualifying the General Contractor.
• Performing daily on -site inspection of the project for compliance with contract
documents and documenting of all of the work performed under the contract.
• Attending regular project team meetings between the CM, GC and City Engineer.
• Attend City Council meetings as necessary.
Specific activities will be dictated by the scope and nature of each construction project.
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EXHIBIT "C"
PAYMENT SCHEDULE
A request for proposal will be issued for each project. A project specific work
authorization will be added to this agreement as an amendment, defining the project scope,
schedule, cost, and payment schedule.
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Client #: 164
HMHENGIN
COBQ.1.1 CERTIFICATE OF LIABILITY INSURANCE
8129/12OJYYy
08129112
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dealey, Renton & Associates
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
GENERAL LIABILITY
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P. O. Box 12675
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Oakland, CA 94604 -2675
S1,000000
510 465 -3090 David C. Eckman
INSURERS AFFORDING COVERAGE
INSURED
INSIJRFR A Travelers Indemnity Co. of Conn
HMH Engineers
INSJRER B American Automobile Ins. Co.
1570 Oakland Road
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INSUREH I; Hudson Insurance Company
San Jose. CA 95131
INiUHEH L!
MED EXP (Any mo 14wrixi)
INSURER E
COVERAGES
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 AI:FORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJEC I TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
NSR tYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
R Ai MMIDDlYY AT MM IY
A
GENERAL LIABILITY
68089451-873
03129/12
03/29/13
FAr:,I OCCURRENCE
S1,000000
X COMMFRCIAI (;FNFRAI ; IAIM [TV
1 -THE DAMAGE (Any one file
$300,000
CLAIMS MADE I—XI ULCUIt
MED EXP (Any mo 14wrixi)
55,000
PE RSONAI. B ADV IN.JI TRY
A 000,000.__
GENERAL AGGREGATE
s2,000,000
GFN'I. AGGRFGATF LIMITAPPI IF_SPER'
PROMICTS - COMPJ0PAGG
S2,000,000
I9t0
POLICY X 1.6C:
A
AUTOMOBILE
LIABILITY
ANY AU117
BA89461-292
03129112
03129/13
COMBINED SINGLE LIMIT
�,<INlln
$1,000,000
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DESCRIPTION OF OPERATIONSJLOCATIONSNEHICLES !EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL
SERVICES.
REF: ALL OPERATIONS OF THE NAMED INSURED.
GENERAL LIABILITY ADDITIONAL INSURED: City of Gilroy, its officers and
employees.
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020.6141
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILLXJItiQ/AW=j TMJUL30— .DAYSWRITTEN
NOTICETOTHE CERTIFICATE HOLDER NAMED TO THE LEFT, BKW)90LVW"AlOJMAXKi1XXX
Mf=X AOUKXXRAKXMXXIPA XMXXIOUMXXIWNQL°JNrAXM
AUTHORIZED
ACORD 25 -S (7197)1 of 1 #S370956IM370778 UA(; V M%.Unu 10VnrVIfMI1V1m Iaoo
POLICY NUMBER: 6808945L813
COMMERICAL GENERAL LIABILITY
ISSUE DATE: 03/29/12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
NAME OF PERSON(S) OR ORGANIZATION(S): city °' c If "y
1351 Rosanna Street
Gilroy, CA 95020 -6141
PROJECT/LOCATION OF COVERED OPERATIONS:
REF ALL OPERATIONS OF THE NAMED INSURED GENERAI LIABILITY ADDITIONAL INSURED City of Gilroy, its officers and employees
PROVISIONS
A The fulluwinu is addled to WHO IS Aid INSUREC
The insurance provided tc such additional
[Section 111 l
insured is limited as follows
The person or organization shown in the Sched-
ule above is an additional insured on this i:aver-
d This insurance does not apply to the render -
age Part, but only with respect to liability for bod-
Ing of or failure to render any professional
ily injury" property damage' or personal injury
services
caused in whole or in part, by your acts or omi5 -
sions or the acts or omissions of those acing on
e The limits of Insurance afforded to the addi-
vcm behalf.
tional insured shall be the limits, which you
agreed in that rontracl or agrepnlpnt rpqurr-
a In the pprtrxmancp of your rrrl oinn oppr_
III, insurance's to provide fur that additional
ations-
rn sured, or the limits shown in the
Declarations for this Coverage part,
b In connection with premises owned by or
whichever are less This endorsement does
rented to you, or
not increase the limits of insurance stated in
the LIMITS OF INSURANGE iSection 1111 for
r In connection with your work and Included
this Coverage Pars
within the products--completed operate ms
hazard
B. The following is added to Paragraph a of a
Other Insurance in COMMERCIAL GENERAL
Such person or organization does not quality as
LIABILITY CONDITIONS ;Section IV)
an additional Insured for - bodily injury property
However, it you specifically agree in a contract or
damage or 'personal injury for which that oetson
agreement requiring Insurance that, for the addi-
or organization has assumed liability in a contract
tional insurerl shown n the Schedule the insur-
or agrFe=menl
ante piuvided to that additional insured under
this
CG D3 82 09 07 Page I
i-_,, 2017 The Travelers Companies Irx;
Includes the copyrighted material of Insurance Services Office IM, with its permission
COMMERICAL GENERAL LIABILITY
Coverage Part must apply on a primary
basis, or a primary and non- contributory
basis. this insurance is primary to other
insurance that is available to such additional
insured which covers such additional insured
as a named insured, and we will not share
with the other insurance, provided that:
(1) The 'bodily injury" or - property damage"
for which coverage is sought occurs,
and
(2) The "personal injury" for which coverage
is sought arises out of an offense
committed.
after you have entered into that "contract or
agreement requiring insurance" for such
additional insured. But this insurance still is
P.xcP.ss over valid and collectihlP other
insurance, whether primary, excess,
contingent or on any other basis, that is
available to the additional insured when the
additional insured is also an additional
insured under any other insurance
C. The following is added to Paragraph 8.
Transfer Of Rights Of Recovery Against
Others To Us in COMMERCIAL GENERAL
LIABILITY CONDITIONS (Section IV):
We waive any rights of recovery we may
have against the additional insured shown in
the Schedule above because of payments
we make for "bodily injury". "property
damage" or "personal
injury" arising out of "your work" on or for the
project, or at the location, shown in the
Schedule above, performed by you, or on
your behalf, under a "contract or agreement
requiring insurance" with that additional
insured. We waive these rights only where
you have agreed to do so as part of the
"contract or agreement requiring insurance"
with that additional insured entered into by
you before. and in effect when, the "bodily
injury" or "property damage" occurs, or the
..personal injury" offense is committed.
D ThP following definition is added to
DEFINITIONS (Section V):
"Contract or agreement requiring insurance"
means that part of any contract or
agreement under which you are required to
include the person or organizatinn shown in
the Schedule as an additional insured on
this Coverage Part, provided that the "bodily
injury" and "property damage" occurs, and
the "personal injury" is caused by an offense
committed
a. After you have entered into that contract
or agreement:
b. While that part of the contract or
agreement is in effect: and
c. Before the end of the policy peiiud.
CG D3 82 09 07 Page =
+�- 2007 The Travelers Companies Inc
Includes the copyrighted material of Insurance Services Office Inc.. with its permission