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Veneklasen Associates - Oak Creek Noise Study Project
AGREEMENT FOR SERVICES This AGREEMENT made this 2nd day of December 2013, between CITY City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT Veneklasen Associates, having a principal place of business at 1711 Sixteenth Street, Santa Monica, California ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on December 2, 2013 and will continue in effect through completion of the "Scope of Services" 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, point venturer or partner of CITY Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits CONSULTANT shall retain the right to perform services for others during the term of this Agreement ARTICLE 3 SERVICES TO BE PERFORMED BY CONSULTANT A Specific Services CONSULTANT agrees to Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule ") B. Method of Perfornung 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 4843 -8575 3109v2 MDOLINGEM04706083 -1- C Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding D Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule ") In no event however shall the total compensation paid to CONSULTANT exceed $7,600 B Invoices CONSULTANT shall submit invoices for all services rendered C Payment Payment shall be due according to the payment schedule set forth in Exhibit "D" No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section M 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 4843 -8575 3109v2 _2_ MDOLINGER104706083 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." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY B Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, ansing out of any injury, disability, or death of any of CONSULTANT'S employees C. Indemnification of Liability, Duty to Defend 1 As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent ansing or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property 2 As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, ansing 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 4843 -8575 310M _3 _ MDOLINGEM04706083 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 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, O 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 4843 -8575 310M _4_ MDOLINGER104706083 ARTICLE 7. TERMINATION OF AGREEMENT A Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V H., no later than thirty (30) days after CITY' receipt of such notice of sale If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following 1 CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement 2 CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 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 4843.8575 3109v2 _5_ MDOLINGER104706083 Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so CONSULTANT shall incur no further expenses in connection with this Agreement CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto B Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may anse 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 4843.8575 3109v2 _6_ MDOLINGER104706083 E Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY 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 ansing 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 4843 -8575 3109v2 MDOLINGER104706083 -7- Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: VENEKLASEN ASSOCIATES, INC. By: Name: ohn LoVerde Title: Associate Principal Social Security or Taxpayer Identification Number '75"35" -365o Approved as to Form City Attorney 4843 - 8575- 3109v2 MDOLINGER104706083 -g- CITY: OF GILROY By: Name. Thomas .Haglund 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 John LoVerde, who will act in the capacity of Project Manager, and who will personally direct such Services Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement II NOTICE TO PROCEED /COMPLETION OF SERVICE A NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s) Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services For purposes of this Agreement, Melissa Durkin shall be the designated City contact person(s) Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V H. ( "Notices ") of this Exhibit "A" B COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period III PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C" IV PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement 4843 -8575 3109v2 MDOLINGER104706083 -1- Direct expenses are charges and fees not included in Exhibit "B" CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses V OTHER PROVISIONS A STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes B RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action ansmg out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement C RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc ) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request 4843 -8575 3109v2 _2_ MDOLINGER104706083 D CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY E NO PLEDGING OF CITY'S CREDIT Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY F OWNERSHIP OF MATERIAL All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V D of this Exhibit "A" CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT G NO THIRD PARTY BENEFICIARY This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever 4843 -8575 3109v2 _3_ MDOLINGER104706083 H NOTICES Notices are to be sent as follows CITY Melissa Durkin City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT John LoVerde Veneklasen Associates, Inc 1711 Sixteenth Street, Santa Monica, CA 90404 FEDERAL FUNDING REQUIREMENTS ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I do not apply 1 DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs 2 Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items 3 Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee 4843 -8575 3109v2 _4_ MDOLINGEM04706083 EXHIBIT "B" SCOPE OF SERVICES 4843 -8575 3109v2 MDOLINGER104706083 Veneklasen Associates Consultants in Acoustics AV I IT / Environmental Noise October 16, 2013 Community Development Department City of Gilroy 7351 Rosanna Street Gilroy, California 95020 Attention: Melissa Durkin Subject: Oak Creek Project, Gilroy, California Proposal for Noise Study VA Project No. 2367 -044 Dear Melissa: At your request, Veneklasen Associates (VA) has prepared the following proposal to perform an analysis of the noise impact from the future Oak Creek project on the existing homes on the north side of Luchessa Avenue. VA's addendum scope of work is as follows. The increase in noise level due to the project is calculated based on the traffic projections by others. VA will use the same traffic studies as were used in the original EIR, as there are no updated studies to our knowledge. To determine the impact, the increased future project traffic noise level is compared to the existing noise level. If the increase is significant, mitigation is designed to reduce the impact to less than significant. Scope of Work 1. Perform long term noise measurements of the exterior noise level in the backyards and other exterior living spaces of the existing homes on the north side of Luchessa Avenue. VA anticipates measuring for at least one week to properly sample the exterior noise environment; this duration limits any short-term noise fluctuations that could affect the data. The exact locations and durations of the measurements will depend on access to the properties. Ideally, we would perform long term measurements at undisturbed location(s) in backyards of the residences. However, other configurations are useable. Coordination for access to complete this work shall be completed by Veneklasen with the Client's assistance. VA anticipates two site visits to complete this work. The first site visit shall plant equipment at the determined receptor locations. VA shall return after a minimum of 7 days and pickup the equipment. Access to the measurement locations shall be coordinated by the Client. 2. Reduce and analyze the data to define the existing noise level at the homes. VA shall use established exterior noise metrics to characterize the existing sound level. The existing sound level shall assume that the current traffic counts (without project) are accurate and will establish the existing noise level (measured) as it relates to the daily average traffic count. Using established computer modeling techniques, validate that the ADT (without project) and the noise level predicted (via modeling) are reasonable for the actual measured value. VA will not complete traffic counts or traffic mix assessments as part of the study. 3. Based on the existing traffic predictions for the project, calculate the noise level increase attributable to the future project. Compare to the existing noise level, and determine significance. 4. If the future noise level results in a significant increase of the existing noise level (based on industry standard noise assessment thresholds), determine the mitigation necessary to reduce the future noise to a less -than- 1711 Sixteenth Street • Santa Monica California 90404 • tel: 310.450.1733 • fax: 310.396.3424 • www.veneklasen.com WVeneklasen Associates Oak Creek Additional Study Veneklasen Associates Proposal for Acoustical Measurement and Consultation October 16, 2013, Page 2 of 6 significant level. This will include the extent and height of the required noise barrier wall. If the future noise level with project is a less than significant increase, report the change and indicate that no mitigation is required. 5. Document our findings in a report. If our findings deviate from the original EIR, the reasons for any discrepancy will be clearly explained. Professional Service Fees VA will provide the services described above for fixed fee listed below, excluding Reimbursable Expenses, which is limited to the two trips to Gilroy. Please refer to the attached General Terms & Conditions for an explanation of our rates and a definition of Reimbursable Expenses. Description Fixed Fee Scope of Work $6,500 Reimbursable Expenses (Estimated Based on 21 Day notice) $1,100 Total Fee $7,600 If this proposal is acceptable to you, please indicate your authorization in the space below. We look forward to the opportunity to serve you. Please call if you have any questions or comments on this proposal. Yours very truly, Veneklasen Associates, Inc. hn LoVerde Associate Principal C:\ Users \Wayland\ Documents \Veneklasen \Proposals \Oak Creek addendum - noise study.docx www.veneklasen.com EXHIBIT "C" MILESTONE SCHEDULE Noise measurements at homes Duration 1 -3 weeks, depending on access and coorperation Reduce and analyze data 2 weeks Prepare draft report 1 week 4843 8575 3109v2 MOOLINGEM04706083 EXHIBIT "D" PAYMENT SCHEDULE 4843 -8575 3109v2 MDOLINGERT4706083 WVeneklasen Associates Oak Creek Additional Study Veneklasen Associates Proposal for Acoustical Measurement and Consultation October 16, 2013, Page 2 of 6 significant level. This will include the extent and height of the required noise barrier wall. If the future noise level with project is a less than significant increase, report the change and indicate that no mitigation is required. 5. Document our findings in a report. If our findings deviate from the original EIR, the reasons for any discrepancy will be clearly explained. Professional Service Fees VA will provide the services described above for fixed fee listed below, excluding Reimbursable Expenses, which is limited to the two trips to Gilroy. Please refer to the attached General Terms & Conditions for an explanation of our rates and a definition of Reimbursable Expenses. Description Fixed Fee Scope of Work $6,500 Reimbursable Expenses (Estimated Based on 21 Day notice) $1,100 Total Fee $7,600 If this proposal is acceptable to you, please indicate your authorization in the space below. We look forward to the opportunity to serve you. Please call if you have any questions or comments on this proposal. Yours very truly, Veneklasen Associates, Inc. hn LoVerde Associate Principal C:\ Users \Wayland\ Documents \Veneklasen \Proposals \Oak Creek addendum - noise study.docx www.veneklasen.com Client# 6499 VENEKASSO ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MWDD/YYYY) 1 1/08/2014 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(les) 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 Dealey, Renton 8r Associates P O Box 10550 Santa Ana, CA 92711 -0550 714 427 -6810 NAOMNEACT Sherall Gradias PHONE 714 427 -6810 F 714 427 -6818 AIC No Ext A/C, No E-MAIL ADDRESS INSURERS) AFFORDING COVERAGE NAIC # INSURER A Travelers Indemnity Co of Conn 25682 INSURED INSURER B Travelers Property Casualty Co 25674 Veneklasen Associates 1711 Sixteenth Street INSURER C Hudson Insurance Company 25054 Santa Monica, CA 90404 INSURER D INSURER E $1,000,000 INSURER F $10,000 PERSONAL & ADV INJURY 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD OMITS A GENERAL LIABILITY x x 68068461-273 9/01/2013 09/01/2014 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR General Liab excludes claims PREMISES ERENTED urrr nce $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY S1,000,000 x Contractual Liab arising out of GENERAL AGGREGATE $2,000,000 the performance GEN L AGGREGATE LIMIT APPLIES PER PRODUCTS COMP /OP AGG $ 2,000,000 of professional POLICY X jE LOC services $ B AUTOMOBILE LIABILITY x X BA6847L927 9/01/2013 09/01/201 SINGLE LIMIT Ea accident $COMBINED 1,000,000 BODILY INJURY (Per person) S X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S X PROPERTY DAMAGE Per accident $ HIRED AUTOS X NON OWNED AUTOS B X UMBRELLA LIAB X OCCUR CUP7925Y706 09/01/2013 09/011201 EACH OCCURRENCE 55000000 AGGREGATE s5,000,000 EXCESS LIAB CLAIMS MADE Does not incl DED I I RETENTIONS S Prof Liab B WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N/A x UB7098Y456 9/01/2013 09/01/2014 X WCSTATU 0TH I E L EACH ACCIDENT S1,000,000 E L DISEASE EA EMPLOYEE S1,000,000 (Mandatory In NH) If yes describe under DESCRIPTION OF OPERATIONS below IEL DISEASE POLICY LIMIT $1,000,000 C Professional AEE7118908 3/04/2013 03104/2014 $2,000,000 per claim Liability $2,000,000 annl aggr DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101 Additional Remarks Schedule If more space Is required) Cancellation 30 Day /10 Day for Non - Payment of Premium Re Updated sound study - RFP The City of Gilroy, Its officers and employees are additional Insureds on general & auto liability coverage as per written contract The City of Gilroy Planning Division 7351 Rosanna Street Gilroy, CA 95020 cANCE 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 M 19RR -2n1n ACORn CORPnRATIAN All nnh}c rocorvad ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S851409/M737759 TMN POLICY NUMBER BA68471-927 COMMERCIAL AUTO CA 20 48 02 99 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 modified 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 This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below Endorsement effective 09/01/2013 Named Insured Countersigned by Veneklasen Associates (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s) Re Updated sound study - RFP The City of Gilroy Its officers and employees (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement ) 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 CA 20 48 02 99 Copyright, Insurance Services Office, Inc, 1998 Page 1 of 1 POLICY NUMBER 68068461-273 COMMERICAL GENERAL LIABILITY ISSUE DATE 09/01/2013 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) The City of Gilroy Planning Division 7351 Rosanna Street Gilroy CA 95020 PROJECT /LOCATION OF COVERED OPERATIONS Re Updated sound study - RFP The City of Gilroy Its officers and employees PROVISIONS A The following is added to WHO IS AN INSURED (Section II) The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for "bod- ily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf a In the performance of your ongoing opera- tions, b In connection with premises owned by or rented to you, or c In connection with 'your work" and included within the "products- completed operations hazard" Such person or organization does not qualify as an additional Insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability In a con- tract or agreement The insurance provided to such additional Insured Is limited as follows d This Insurance does not apply to the render- ing of or failure to render any "professional services" e The limits of insurance afforded to the addi- tional Insured shall be the limits which you agreed in that contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less This endorsement does not Increase the limits of Insurance stated In the LIMITS OF INSURANCE (Section III) for this Coverage Part B The following is added to Paragraph a of 4 Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV) However, If you specifically agree in a "contract or agreement requiring Insurance" that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 © 2007 The Travelers Companies Inc Page 1 of 2 Includes the copyrighted material of Insurance Services Office Inc with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis or a primary and non - contributory basis, this insur- ance is primary to other insurance that is avail- able 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 addi- tional insured But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional in- sured when the additional insured is also an addi- tional 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 CON- DITIONS (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 pro - ject, or at the location, shown in the Schedule above, performed by you, or on your behalf, un- der 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 insur- ance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal in- jury" offense is committed D The following definition is added to DEFINITIONS (Section V) "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include the person or organization shown in the Schedule as an ad- ditional insured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs, and the "personal injury" is caused by an of- fense 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 period Page 2 of 2 © 2007 The Travelers Companies Inc CG D3 82 09 07 Includes the copyrighted material of Insurance Services Office Inc with its permission