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HydroScience Engineers - 2014 Agreement
AGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 10th day of March, 2014, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: HydroScience Engineers, Inc., having a principal place of business at 4055 Evergreen Village Square, Suite 250, San Jose, CA 95135. ARTICLE .1. TERM OF AGREEMENT This Agreement will become effective on 03/10/14 and will continue in effect through 03/09/17 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 terra 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 and Exhibit `B ". 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. 4842- 9635- 2788vl MDOLINGEW4706083 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 "B" ( "Scope of Services "). In no event however shall the total compensation paid to CONSULTANT exceed $194,841. 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 "B ". 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 4842- 9635- 2788v1 MDOLINGER104706083 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 attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through. counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance. on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4842- 9635- 2788vl _3_ MDOLINGER104706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2;000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier .of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a retroactive date prior to the . earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring-thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal. taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make_ disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 48412- 9635- 2788vt MDOLINGER104706083 -4 -. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment -shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.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: 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 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 B" 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 4842 - 9835- 2788vl _5- MDOLINGER104706083 reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of ahis 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 4842- 9835- 2788vl _ MDOLINGERN706083 _6 attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not .be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary .interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by. CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have`been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4842- 9635- 2788vl MDOLINGER104706083 -7- 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. 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: HydroScience Engineers, Inc. By: _rA Name: 04rtis Lam Title: Vice President Social Security or Taxpayer Identification Number 94328891 CITY: '�:7F GILROY By: Name: Thomas aglund Title: City Administrator 4842- 9635- 2788v1 MDOLINGER104706083 Approved as to Form City Attorney 4842 - 9635- 2788v1 _9_ MDOLINGER104706083 I . EXHIBIT "A" SPECIFIC PROVISIONS I. � PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Mary Hoan g, 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, David Stubchaer and Ian King 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 "B ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4842- 9635- 2788v1 MDOLINGER104706083 4- 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 caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. 4842 - 9835- 2788vl _2_ MDOLINGER104706083 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. 4842- 9635- 2788vl _3_ MDOLINGER104706083 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: Mary Hoang, Principal HydroScience Engineers, Inc. 4055 Evergreen Village Square Suite 250 San Jose, CA 95135 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. 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 4842- 9635- 2788vt _4_ MDOLINGER104706083 consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4842- 9635- 2788vl _S_ MDOLINGER104706083 EXHIBIT `B " SCOPE OF SERVICES 4842 - 9635- 2788vl MDOLINGER104706083 January 15, 2014 SCOPE OF WORK HydroScience has developed the following scope of work based on the requirements outlined in the RFP, our understanding of the project, and further information provided by the City. TASK 1 — PROJECT DESIGN MANAGEMENT 1.1 Facilitate progress meetings. HydroScience will attend and facilitate up to four progress meetings with City staff. It is expected that a kickoff meeting will be held along with meetings following the 30% submittal, 90% submittal, and one additional as- needed progress meeting. We typically collaborate our work closely with our clients, and will work with the City to identify the most appropriate times) to meet to discuss the project. HydroScience will work with City staff to schedule the meeting, prepare the agenda, and provide meeting minutes. 1.2 Prepare and maintain a project design schedule. HydroScience will prepare a project design schedule that presents the expected progress of the project tasks in a Gantt Chart format. The schedule will be updated monthly and, along with issuing monthly progress reports, recommendations will be made for corrective action to address unanticipated delays to keep the project design schedule on track. 1.3 Prepare monthly progress reports and invoices. HydroScience will prepare monthly progress reports outlining the team's progress on the project tasks. These reports will include summaries of progress meetings and recommendations for corrective actions to address any unanticipated delays to help maintain the project schedule. These reports will correlate with the monthly invoices that will be prepared using the City's billing format. Deliverables: • Meeting agendas and minutes in PDF formats • Project design schedule. One hard copy and one PDF, with updates as needed • Monthly progress report and invoice. One hard copy and PDF TASK 2 — PRELIMINARY DESIGN 2.1 Preliminary Investigation. A site investigation will be conducted to identify and verify existing utilities along the First Street project alignment.. Utility information will, be identified, as available, for all underground utilities including, but not limited to, sanitary sewer, storm drainage, potable water, power, gas, and communication facilities; as well as any other known underground utilities that may affect the design and /or construction of the project. It is assumed that the City will provide as -built drawings for City -owned utilities along the pipeline alignments. HydroScience has included up to two potholes to be performed by Exaro Technologies Corporation should there be utility conflicts or the site conditions warrants additional investigation. 2.2 Topographic Survey. O'Dell Engineering will provide topographic surveying. The topographic survey will be at 50 -foot interval (cross - sections) of First Street between Monterey Street to Wren Avenue (1.5 +/- miles). Typical cross - sections will be from sidewalk or edge of pavement to sidewalk or edge of pavement on street noted above. Topography shall generally include visible USA markings, structures, utility vaults, manholes, inlets, January 15, 2014 standpipes, outfalls, valve covers, and other surface- visible features. Invert elevations of gravity storm drains and sewers shall be obtained at manholes and accessible structures. O'Dell Engineering will also coordinate with Caltrans for field survey within State right of way and obtain available utility records and show record information on final deliverable. Surveying will conform to horizontal and vertical coordinate systems compatible with existing City benchmarks and monuments. Plan view contours will be 1 -foot intervals. 2.3 Geotechnical: Pacific Geotechnical Engineering (Pacific Geotech) will provide geotechnical services. The objective of this geotechnical investigation is to explore subsurface conditions along the proposed pipeline alignments and to provide geotechnical recommendations for design and construction of the pipelines. Pacific Geotech will gather, analyze, and provide subsurface data to serve as the basis for geotechnical engineering recommendations for design and construction. A significant aspect of the exploration will include borings and percolation testing. Initial recommendations are to drill nine borings along First Street. The borings will be advanced using a truck- mounted drilling rig equipped with hollow stem augers. Soil sampling and penetration testing will be performed at 5 -foot intervals. Recovered soil samples will be transported to Pacific Geotech's laboratory for analysis. Pacific Geotech will provide traffic control during their field exploration. The borings will be backfilled with cement grout as required by Santa Clara Valley Water District. Excess soil cuttings will be placed in 55- gallon drums and the drums will be moved to a temporary storage area. Samples will be collected from the soil cuttings for testing of CAM 17 metals, hydrocarbons, VOC (8260B), and pesticides. Pacific Geotech will perform laboratory testing on selected soil samples obtained from the borings to evaluate pertinent engineering properties. We anticipate the laboratory testing program will include the following tests: moisture content, dry density, Atterberg Limits, grain size analysis, and percent passing a No. 200 sieve. The actual number and type of laboratory tests will depend on the type and condition of the samples collected. The results of the field investigation and analysis will be summarized in a geotechnical report, which will provide recommendations for earthwork, including excavation, shoring and dewatering (if necessary), material for engineered fill, and compaction of backfill, as appropriate 2.4 Preliminary Design (30% Design Submittal). HydroScience will prepare preliminary design drawings to the 30% level. Preliminary design will include design drawings, a list of specifications, and the engineer's opinion of probable cost, and will be detailed enough that the City will know how HydroScience will address all the major issues. This level of detail is intended to facilitate City comment, facilitate project decisions, expedite the remaining work, and minimize any rework. A 30% design review workshop will be held to facilitate review by the City. HydroScience will track all comments and how each comment was addressed in a decision log that HydroScience maintains. City comments on this submittal will be incorporated into the 90% design submittal. Deliverables: Preliminary Engineer's opinion of probable cost. Two hard copies and electronic PDF version Topographic survey (electronic format to be incorporated into preliminary design) January 15, 2014 • Geotechnical Investigation (draft and final in PDF format) • Preliminary Design (Phase 1, Phase 2, and Phase 3). Two hardcopies and electronic PDF version of half -size plans and list of specifications for each phase TASK 3 — PERMITTING / CEQA SUPPORT 3.1 CEQA Documentation. It is assumed the project will be "Categorically Exempt" from California Environmental Quality Act (CEQA), based on HydroScience's project understand- ing and the CEQA requirements. HydroScience will prepare a memorandum for City acceptance which satisfies the requirement for CEQA documentation and file it with the County of Santa Clara on behalf of the City. Should the City, as lead agency, require additional environmental review, HydroScience can provide CEQA documentation services using HydroScience's environmental subconsultant, Analytical Environmental Services (AES). This would be scoped as part of a separate authorization. 3.2 Caltrans Encroachment Permit. HydroScience will prepare the Caltrans Standard Encroachment Permit Application and attach the necessary supporting design documentation, which may include plans, location map, and environmental documentation (from Task 3.1). HydroScience intends to submit the 90% submittal to Caltrans with the Encroachment Permit Application. Should the City desire to accelerate the design, HydroScience could instead submit a 60% level design to Caltrans. The City will be responsible for all permit fees, as well as providing any specific authorizations, insurance documentation, etc., as applicable, for the purpose of the Permit Application. Deliverables • CEQA Memorandum. One hardcopy and electronic PDF version • Caltrans Standard Permit Application including design and environmental documentation. TASK 4 — DETAILED DESIGN Based on the preliminary design submittal and comments on that submittal, HydroScience will take the level of completion to the 90 %, followed by a bid -ready submittal. HydroScience is recommending advancing directly from the preliminary design to the 90% design level due to the extra detail HydroScience typically includes in our preliminary designs, and our intent to meet the project schedule outlined in the RFP. The 90% submittal will be completed to a level suitable for submittal to Caltrans, and will essentially be a complete design subject to comments from the City and Caltrans. All project elements will be completed to comply with the Caltrans requirements for encroachment permit submittal. Comments on the 90% submittal from the City and Caltrans will be incorporated into the bid set submittal. The Bid Set submittal will incorporate any comments on the 90% submittal, and will contain a complete and biddable set of plans, specifications, and the engineer's opinion of probable cost. January 15, 2014 The final bid set submittal will be coordinated with the appropriate City documentation including the City's front end documents (which will be coordinated with City Project Administration and Purchasing), standard provisions, and special provisions. The Bid Set will be structured as one bid set for the First Street project. Deliverables: • 90% submittal: Electronic PDF of the drawings, specifications, and cost estimates. 10 hard copies of the drawings in 11 X 17 format will be submitted, along with 10 hard copies of the specifications and engineer's opinion of probable cost • Bid Set submittal: Electronic PDF of the drawings, specifications, and cost estimates. 10 hard copies of the drawings in 11 X 17 format will be submitted, along with 10 hard copies of the specifications and engineer's opinion of probable cost TASK 5 — BIDDING SERVICES Bidding services will include responding to questions posed by the bidders and preparing clarifications and addenda as required. HydroScience will attend the pre -bid meeting with. the City and will provide technical support as needed to answer any technical questions related to the design. Deliverables • Clarifications and Addenda as necessary. Electronic PDF version distributed to all participants • Responses to questions posed by bidders. Electronic PDF version distributed, to all participants TASK 6 — CONSTRUCTION SUPPORT The HydroScience team will review all technical submittals from the contractor in sufficient detail to determine whether or not the submitted item conforms with the intent of the plans and specifications. HydroScience will respond to up to ten requests for information (RFIs) or requests for clarification (RFCs) throughout construction as directed by the City. All RFI, RFC, and submittal reviews will be properly coordinated with the City's designated Construction Manager and /or Project Inspector. Once the project construction is complete, HydroScience will prepare record drawings to reflect the as -built condition of the project. Red -line drawings from the contractor and /or City Inspector will be used as the basis for preparing the as -built drawings. Deliverables • RFIs and RFCs (up to ten, total). Electronic PDF version distributed to the City and contractor • Technical Submittal Responses. Electronic PDF version distributed to the City and contractor • Record Drawings. One hard copy of full -size (24" x 36') record drawings and electronic AutoCAD and PDF versions January 15, 2014 ASSUMPTIONS: • Up to two potholes of existing utilities is included as part of Task 2.1. • It is assumed that the spoils from the geotechnical investigation are not hazardous. Additional costs may apply for disposal of the drums containing hazardous materials. • A CDPH permit amendment is not anticipated. However, HydroScience will coordinate with CDPH if mitigations are required to comply with the latest adopted CDPH Waterworks Standards. No other permits are anticipated. • If trenchless methods of construction are recommended, additional effort may be required for the preliminary design and geotechnical investigation.. • It is assumed that the replacement main on First Street will be constructed within the paved area, and that a PUE exists over the roadway. • The First Street water line will be designed all at once and one bid set will be prepared to allow the City to bid the entire project in one phase. • The City shall be responsible for any external public agency fees, including those, but not limited to the State of California Public Clearinghouse and Caltrans. Fee Proposal for City of Gilroy RFP No. 14- RFP -PW -373, Water & Storm Utility Design Services HydroScience Engineers - January 15, 2014 HydroScience) Tasks Labor Subconsultants ODCs Total Task Task Description = 3 v w 3 v, _ 5 c en v m —°o u 'E ki !t ? i _ > > _ J 7 — O m L O _w O C v N p1 d 6! d 61 d W N — O '° C O d ID y i LL • C a` o0 w 40 w P-0 w UD W 00 w 00 w OD w GO iu E ¢ 10 ° '0 ° 1- 0 O N 2 w u _ � C a w L O — N f- Hourly Billing Rates $180 $180 $180 $180 $135 $155 $135 $145 $100 $65 LS LS LS 1 Project Management 8 32 0 0 0 0 0 0 0 0 40 $7,200 $500 $7,700 2 Preliminary Design 2 40 8 24 72 0 0 4 80 0 230 $31,620 $22,250 $2,400 $23,560 $4,821 $84,651 3 Permitting/ CEQA Support 4 2 4 0 0 40 0 0 0 0 50 $8,000 $0 $8,000 4 Detailed Design 4 40 16 40 160 40 0 12 180 4 496 $65,800 $2,250 $68,050 5 Bidding Services 0 8 0 4 40 0 0 8 16 0 76 $10,320 $250 $10,570 6 Construction Support 2 8 0 8 40 0 U 4 64 0 126 $15,620 $250 $15,870 Proposal Subtotal 20 130 28 76 312 80 0 28 340 4 1,018 $138,560 $22,250 $2,400 $23,560 $8,071 $194,841 Notes: HydroScience also does not charge our clients anything for use of computers, equipment, telephones, or other everyday resources we need to do our work. The labor rates identified in this fee proposal are based on our 2014 standard billing rates. Those rates will remain in effect for the duration of this scope of work. Expense subtotal includes markup on expenses and subconsultants. This fee is inclusive of all markups, overhead, and profit. ACORD- CERTIFICATE OF LIABILITY INSURANCE A7 PRODUCER KRAFT INSURANCE BROKERAGE 2040 Shasta Street, Ste C THIS CERTIFICATE. IS ISSUED AS A MATTER OF ONLY AND CONFERS NO RIGHTS UPON THE HOLDER. THIS CERTIFICATE DOES NOT AMEND, ALTER THE COVERAGE AFFORDED BY THE POLICIES INFORMATION CERTIFICATE EXTEND OR BELOW. Redding, CA 96001 Public Works Department GENERAL LIABILITY (530)605-4780 INSURERS AFFORDING COVERAGE Gilroy, NAIC# INSURED INSURER A Travelers Indemnity of Connect 25682 Hydroscience Engineers, Inc. 10569 Old Placerville Road INSURER B: Peerless Insurance Company AUTHORIZED REPRESENTATIVE 24198 INSURER C: Continental Casualty Company $ 1001,000 20443 INSURER D: Travelers Property cadualty Co of Amer. $ 10,000 25674 Sacramento, CA 95827 INSURER E: l WYCRM m1 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. AGGREGATE LIMITS S_H_ OWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ROM POLICY LTR RD POLICY NUMBER Dg E POLICY EXPIRATION pA M D DATE MM/DD LIMITS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Public Works Department GENERAL LIABILITY Gilroy Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Gilroy, EACH OCCURRENCE _ $ 1 000,000 X COMMERCIAL GENERAL LIABILITY AUTHORIZED REPRESENTATIVE � A anon 7C /ennA Ina PREMISES Ea ocauance $ 1001,000 MED EXP (Any one person) $ 10,000 CLAIMSMADE FX� OCCUR 1 PERSONAL&ADVINJURY $ 1,000,000 A Y 680 6905L265TL 12/18./13 12/18/14 GENERAL AGGREGATE $ 2.600,000' GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $ 2 .DOA OOO $ POLICY PRO - LOC AUTOMOBILE LIABILITY ANYAUTO COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ALL OWNED AUTOS X SCHEDULED AUTOS BODILYINJURY (Per person) $ B Y X. HIRED AUTOS BA9685718 2/9/14 2/9/15 g NON -OWNEDAUTOS BOOICY {NJURY (Peraccident) $ PROPERTY DAMAGE $ (Peraccident) GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ ANYAUTO OTHERTHAN EAACC_ $ $ AUTOONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ 4.000,000 AGGREGATE $ X OCCUR FI CLAIMSMADE 680 6905L265TL 12/18/13 12/18/14 $ A DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND X T C OTH- EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIE%ECUTIVE XJUB 4 2 31 T O 9 -A -14 13/l/14 3/l/15 E.L. EACH ACCIDENT _ $ 11000,000 D OFricEWMeaneta EXCLUDED? Des describe under E.L. DISEASE - EA EMPLOYE $ 1.000,000 E.L. DISEASE - POLICY LIMIT $ 1 000 O SPECIALPROVISIONSbelow OTHER 5 -, 000 , 000 per claim C Professional AEH288365407 12/18/13 12/18/14 $5,000,000 aggregate Liability Deductible: $25_,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Project: Engineering for 1st Street Water Main Replacement The City of Gilroy and its officials, officers, agents and employees are included as additional insureds for general & auto liability for the coverages afforded herein. Coverage is primary with waiver of subrogation. "" " " "1 . ©ACORD'CURPORATION 1988 City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Public Works Department DATE THEREOF, THE ISSUING INSURER WILLIAMWTO MAIL30 DAYS WRITTEN. 613 Old Gilroy Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Gilroy, CA 95020 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE � A anon 7C /ennA Ina r _ "" " " "1 . ©ACORD'CURPORATION 1988 POLICY NUMBER: 680- 6905L265- TCT -13 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 01 -23 -14 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 OF GILROY PROJECTfLOCATION OF COVERED OPERATIONS: ENGWEERING FOR 1ST STREET WATER MAIN REPLACEMENT PROVISIONS A. The following is added to WHO IS AN INSURED (Section 11): The insurance provided to such additional insured is limited as follows: The person or organization shown in the Sched- Ole above is an additional insured d. This insurance does not apply to the render- on this Cover- age Part, but only with respect to liability for "bod- ing of or failure to render an " services ". y Professional ily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or ornis- e. The limits of insurance afforded to the addi- sions or the acts or omissions of those acting on tional insured shall be the limits which you your behalf: agreed in that "contract or agreement requir- . In the performance of a our on oin o era- your g P tions; ing insurance" to provide for that additional insured, or the limits shown in the Declara- b. In tions for this Coverage Part, whichever are connection with premises owned by or less. This endorsement does not increase the rented to you; or limits of insurance stated in the LIMITS OF c. In connection with "your work" and included INSURANCE: (Section Ill) for this Coverage within the "products - completed operations Part. hazard ".. B. The following is added to Paragraph a. of 4. Such person or organization does not qualify as Other Insurance, in COMMERCIAL GENERAL an additional insured for "bodily injury", "property LIABILITY CONDITIONS (Section IV): damage" or "personal injury" for which that per - However, if you specifically agree in a "contract or son or organization has assumed liability in a con- tract or agreement. 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 0 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 2 COMMERCIAL 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 clot 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 din 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 O 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office, Inc., with its permission CG D3 82 09 07 COMMERCIAL AUTO GOLD ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SECTION II - LIABILITY COVERAGE A. COVERAGE 1. WHO IS AN INSURED The following is added: d. Any organization, other than a partnership or joint venture, over which you maintain ownership or a majority interest on the effective date of this Coverage Form, if there is no similar insurance available to that organization. I e. Any organization you newly acquire or form other than a partnership or joint venture, and over which you maintain ownership of a majority interest. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; or (2) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. f. Any volunteer or employee of yours while using a Covered "auto" you do not own, hire or borrow in your business or your personal affairs. Insurance provided by this endorsement is excess over any other insurance available to any volunteer or employee. g. Any person, organization, trustee, estate or governmental entity with respect to the operation, maintenance or use of a covered "auto' by an insured, if: (1) You are obligated to add that person, organization, trustee, estate or governmental entity as an additional insured to this policy by. (a) an expressed provision of an "insured contract ", or written agreement; or (b) an expressed condition of a written permit issued to you by a governmental or public authority. (2) The "bodily injury" or "property damage" is caused by an "accident' which takes place after: (a) You executed the "insured contract' or written agreement; or (b) the permit has been issued to you. GECA 701 (Of /07) Insured: Hydroscience Engineers, Inc. Policy No. BA96857I'8 Includes copyrighted material of insurance services offices, Inc. with its permission Page I or 4 2. COVERAGE EXTENSIONS a. Supplementary Payments. Subparagraphs (2) and (4) are amended as follows: (2) Up to $2500 for cost of 'bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earning up to $500 a day because of time off from work. SECTION Ill - PHYSICAL DAMAGE COVERAGE A. COVERAGE The following is added: S. Hired Auto Physical Damage a. Any "auto" you lease, hire, rent or borrow from someone other'than your employees or partners or members of their household is a covered "auto" for each of your physical damage coverages. b. The most we will pay for "loss" in any one "accident" is the smallest of: (1) $50,000 (2) The actual cash value of the damaged or stolen property as of the time of the "loss'; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. If you are liable for the "accident ", we will also pay up to $500 per "accident" for the actual loss of use to the owner of the covered "auto ". c. Our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by an amount that is equal to the amount of the largest deductible shown for any owned "auto" for that coverage. However, any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. d. For this coverage, the insurance provided is primary for any covered "auto" you hire without a driver and excess over any other collectible insurance for any covered "auto" that you hire with a driver. 6. Rental Reimbursement Coverage We will pay up to $75 per day for up to 30 days, for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto'% Rental Reimbursement well be based on the rental of a comparable vehicle, which in many cases may be substantially less than S75 per day, and will only be allowed for a period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove land replace your materials and equipment from the covered "auto ". GECa 701 (01107) Insured: Hydroseience Engineers, Inc. Policy Igo. BA9685718 Includes copyrighted material of Insurance Seri-ices Offices. Inc. With its 'permission Page. 2 of 4 If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under paragraph 4. Coverage Extension. 7. Lease Gap Coverage If a long -term leased "auto" is a covered "auto" and the lessor is ;named as an Additional Insured - Lessor, In the event of a total loss, we will pay your additional legal obligation to the lessor for any difference 'between the actual cash value of the "auto" at the time of the loss and the "outstanding balance" of the lease. "Outstanding balance" means the amount you owe on the lease of the time of loss less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; and lease termination fees. B. EXCLUSIONS The following is added to Paragraph 3 The exclusion for "loss" caused by or resulting from mechanical 'or electrical breakdown does not apply to the accidental discharge of an airbag. Paragraph 4 is replaced with the following: 4. We will not pay for "loss" to any of the following: a. Tapes, records, disks or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Equipment designed or used for the detection or location of radar. c. Any electronic equipment that receives or transmits audio, visual or data signals. Exclusion 4.c does not apply to: (1) Electronic equipment that receives or transmits audio, visual. or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto "; or (2) Any other electronic equipment that is: (a) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's "operating system; or (b) An integral part of the same unit housing any sound reproducing equipment described in (1) above and permanently installed in the opening of the dash`or console of the covered "auto" normally used by the manufacturer for installation of a radio. D. DEDUCTIBLE The following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. Insured: Hydroscience Engineers, Inc. Policy No. BA96857I8 GFCA 701 (01/07) Includes copyrighted material of Insurance Ser%ices offices, Inc. with irs permission Pa e 3 of i g SECTION IV. BUSINESS AUTO CONDITIONS A. LOSS CONDITIONS Item 2.a. and b. are replaced with: 2. Duties In The Event of Accident, Claim, Suit, or Loss a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the accident, claim, '''suit ", or loss. Knowledge of an accident, claim, "suit', or loss, by other employee(s) does not imply you also have such knowledge. b. To the extent possible, notice to us should include: (1) How, when and where the accident or loss took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the accident or loss. The following is added to 5. We waive any right of recovery we may have against any additional insured under Coverage A. 1. Who is An Insured g., but only as respects loss arising out of the.operation, maintenance or use of a covered "auto" pursuant to the provisions of the "insured contract ", written agreement, or permit. B. GENERAL CONDITIONS 9. is added 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Your unintentional failure to disclose any hazards existing at the effective date of your policy will not prejudice the coverage afforded'. However, we have the right to collect additional premium for any such hazard. COMMON POLICY CONDITIONS 2.b. is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. Insured: H droscience Engineers, Inc. i Policy No. BA9685718 GEC 170i' (11607) Includes copyrighted rnateH6 of Insurance Services Ofrices, Inc. with its permission Page 4 of 4' PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY 4 2005, Member Companies of CNA Insurance. All rights reserved. C. Your Rights and Duties in the Event of a Circumstance If you report a circumstance for which there may be coverage under this Policy, and you give us written notice containing as much detail as you can reasonably provide regarding: 1. what happened and the professional services or activities you performed; 2. the nature of any possible injury or damages; and 3. how and when you first became aware of such circumstance then any claim or related claims that subsequently may be made against you arising out of such circumstance shall be deemed to have been made on the date we received written notice of the circumstance. You will cooperate with us in addressing the circumstance, and refuse, except solely at your own cost, to voluntarily make any payment, admit liability; assume any obligation, or incur any expense without our prior written approval. k�,_ Subrogation; E. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current policy term. F. Examination and Audit You agree to allow us to examine and audit your financial books and records that relate to this insurance. We may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. GSL 2200 (Ed. 10105) 4 A_ QTM CERTIFICATE OF LIABILITY _INS_URANCE °ATE`M"�°° 14 PRODUCER KRAFT INSURANCE BROKERAGE 2040 Shasta Street, Ste C Redding, CA 96001 (530)605-4780 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAICO INSURED Hydroscience Engineers, Inc. 10569 Old Placerville Road Sacramento, CA 95827 INSURERA: Travelers Indemnity of Connect. GENERAL LIABILITY 25682 INSURER B: Peerless Insurance Com an REPRESENTATIVES. 24198 INSURER C: Continental Casualtg Company PREMISES Eaoaurence 20443 INSURER D: Travelers Property Casualty Co or Amer. 25674 INSURER E: 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADDI. NsRD Works Department arks POLICY NUMBER POLICY FECTIVE A M EF D/YY POLICY EXPIRATION DATE MWDDIYY LIMITS Gilroy, CA 95020 GENERAL LIABILITY REPRESENTATIVES. EACH OCCURRENCE $ 11000,000 PREMISES Eaoaurence $ 100,000 X COMMERCIALGENERAL'LIABILITY CLAIMSMADE � OCCUR X MED EXP (Any one person) $ 10,000 A Y 680 6905L26STL 12/18./13 12/18/14 PERSONAL IIADV INJURY S 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: PE LOC X POLICY T PRODUCTS- COMP /OPAGG $ .2 0.00 000 AUTOMOBILE LIABILITY ANYAUTO COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS B Y HIRED AUTOS NON -OWNEDAUTOS BA9685718 2/9/14 2 / 9/15 g BODILY INJURY (Peraccident) $ g PROPERTY DAMAGE (Peraccident) $ GARAGE LIABILITY AUTO ONLY- EAACCIDENT $ - OTHERTHAN EAACC AUTOONLY: AGG, $ _ -- ANYAUTO $_ � EXCESS/UMBRELLA LIABILITY X OCCUR CI CLAIMSMADE EACH OCCUU RRENCE i 000 $ 4 000 1 AGGREGATE $ 680 690SL26STL 12/18/13 12/18/14 $ _ A DEDUCTIBLE $ $ RETENTION $ D WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERE)MCUnVE UrHCiEWMEMSER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below XJUB4231TO9 -A -14 3/1/14. 3/1/15 X TOR A - TH- _LtM zR E.L. EACH ACCIDENT .$ 1. .000 ,000 E.L. DISEASE - EA EMPLOYE $ 1_ 000_ _00-0 E.L. DISEASE - POLICY LIMIT 11 $ -1 _0 0 0 0 0 OTHER 5,000,000 pet claim C Professional AEH288365407 12/18/13 12/18/14 $5,000,000 aggregate Liability Deductible: $25,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Project: Engineering for 1st Street Water Main Replacement The City of Gilroy and its officials, officers, agents and employees are included as additional insureds for general & auto liability for the coverages afforded herein. Coverage is primary with waiver of subrogation. CERTIFICATE HOLDER ftAklt CI I ATIMKI City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Works Department arks DATE THEREOF, THE ISSUING INSURER WILL�TO MAIL30 DAYS WRITTEN 611b1 l 613 Old Gilroy Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Gilroy, CA 95020 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE / A'-UKUL *(2UU7 1U81 d, ©ACORIICORPORATION 1988 POLICY NUMBER: 680- 6905L265- TCT -13 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 01 -23 -14 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 OF GILROY PROJECT /LOCATION OF COVERED OPERATIONS: ENGINEERING FOR 1ST STREET WATER MAIN REPLACEMENT PROVISIONS A. The following is added to WHO IS AN INSURED (Section 11): 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 111) 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 02007 The Travelers Companies, Inc, Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc:, with its permission COMMERCIAL 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 "contrast 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. Includes the copyrighted material of Insurance Services Office, Inc., with its permission CG D3 82 09 O7 COMMERCIAL AUTO GOLD ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SECTION II - LIABILITY COVERAGE A. COVERAGE 1. WHO IS AN INSURED The following is added: d. Any organization, other than a partnership or joint venture, over which you maintain ownership cr a majority interest on the effective date of this Coverage Form, if there is no similar insurance available to that organization. e. Any organization you newly acquire or form other than a partnership or joint venture, and over which you maintain ownership of a majority interest. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan:available to that organization; or (2) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. f. Any volunteer or employee of yours while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. Insurance provided by, this endorsement is excess over any other insurance available to any volunteer or employee. g. Any person, organization, trustee, estate or governmental entity with respect to the operation, maintenance or use of a covered "auto" by an insured, if: (1) You are obligated to add that person, organization, trustee, estate or governmental entity as an additional insured to this policy by: (a) an expressed provision of an "insured contract', or written agreement; or (b) an expressed condition of a written permit issued to you by a governmental or public authority. (2) The "bodily injury" or "property damage" is caused by an "accident' which takes place after: (a) You executed the "insured contract' or written agreement; or (b) the permit has been issued to you. Insured: Hydrascience Engineers, Inc. Policy No. 13A9685718 GECA 701 (OM7) Includes copyrighted material of Insurance Services Offices, Inc. with its permission Page I of 4 2. COVERAGE EXTENSIONS a. Supplementary Payments. Subparagraphs (2) and (4) are amended as follows: (2) Up to $2500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earning up to $500 a day because of time off from work. SECTION III • PHYSICAL DAMAGE COVERAGE A. COVERAGE The following is added: S. Hired Auto Physical Damage a. Any "auto" you lease, hire, rent or borrow from someone other than your employees or partners or members of their household is a covered "auto" for each of your physical damage coverages. b. The most we will pay for "loss" in any one "accident" is the smallest of: (1) $50,000 (2) The actual cash value of the damaged or stolen property as of the time of the "loss "; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. If you are liable for the "accident ", we will also pay up to $500 per "accident" for the actual loss of use to the owner of the covered "auto ". C. Our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by an amount that is equal to the amount of the largest deductible shown for any owned "auto" for that coverage. However, any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. d. For this coverage, the insurance provided is primary for any covered "auto" you hire without a driver and excess over any other collectible insurance for any covered "auto" that you hire with a . driver. S. Rental Reimbursement Coverage We will pay up to $75 per day for up to 30 days, for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto Rental Reimbursement will be based on the -rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for a period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove iand replace your materials and equipment from the covered "auto ". Insured: Hydroscience Engineers, Inc. Policy No. BA9695718 GEG1701(01 /07) Includes copyrighted material of Insurance services Offices. Inc. with its permission Page 2 of d If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only tha# amount of yotlr- rental reimbursement expenses which is not already provided under paragraph 4. Coverage Extension. 7. Lease Gap Coverage If a long -term leased "'auto" is a covered "auto" and the lessor is 'named as an Additional Insured - Lessor, In the event of a total loss,.we will pay your additional legal obligation to the lssor for any difference between the actual cash value of the "auto" at the time of the loss and the!' outstanding balance" of the lease. "Outstanding balance" means the amount you owe on the lease at the time of loss less any amounts representing taxes; overdue payments; penalties, 'interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; andlease termination fees. B. EXCLUSIONS The following is added to Paragraph 3 The exclusion for "loss" caused by or resulting from mechanical 'or electrical. breakdown does not apply to the accidental discharge of an airbag. Paragraph 4 is replaced with the following: 4. We will not pay for "loss" to any of the following: a. Tapes, records, disks or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Equipment designed or used for the detection or location of radar. c. Any electronic equipment that receives or transmits audio, visual or data signals. Exclusion 4.c does not apply to: (1) Electronic equipment that receives or transmits audio, visual, or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto'; or (2) Any other electronic equipment that is: (a) Necessary for the normal operation of the covered "auto" or the monitoring of the covered °auto's "operating system; or (b) An integral part of the same unit housing any sound reproducing equipment described in (1) above and permanently installed in the opening of the dash' or console of the covered "auto" normally used by the manufacturer for installation of a radio. D. DEDUCTIBLE The following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. Insured: Iydrascience Engineers; Inc. Rolicy No. BA9685718 GECA 701 (Ot /07) Includes copyrighted material of Insurance Services Offices, Inc. with its'permission Pa e 3 of 3 g SECTION IV. BUSINESS AUTO CONDITIONS A. LOSS CONDITIONS Item 2.a. and b. are replaced with: 2. Duties In The Event of Accident, Claim, Suit, or Loss a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the accident, claim, "suit ", or loss. Knowledge of an accident, claim, "suit ", or loss, by other employee(s) does not imply you also have such knowledge. b. To the extent possible, notice to us should include: (1) How, when and where the accident or loss took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the accident or loss. The following is added to 5. We waive any right of recovery we may have against any additional insured under Coverage A. 1. Who Is An Insured g., but only as respects loss arising out of the.operation, maintenance or use of a covered "auto" pursuant to the provisions of the "insured contract ", written agreement, or permit. B. GENERAL CONDITIONS 9. is added 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS . Your unintentional failure to disclose any hazards existing at the effective date of your policy will not prejudice the coverage afforded. However, we have the right to collect additional premium for any such hazard. COMMON POLICY CONDITIONS 2.b. is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. Insured: 1 i droscience Engineers, Inc. y Policy No. BA9685718 GECA 701 01/07 ( ) Includes copyrighted material of insurance services Offices, Inc. with its permission Ps e A of J g o _ PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY O 2005, Member Companies of CNA Insurance. All rights reserved. C. Your Rights and Duties in the Event of a Circumstance If you report a circumstance for which there may be coverage under this Policy, and you give us written notice containing as much detail as you can reasonably provide regarding: 1. what happened and the professional services or activities you performed; 2. the nature of any possible injury or damages; and 3. how and when you first became aware of such circumstance; then any claim or related claims that subsequently may be made against you arising out of such circumstance shall be deemed to have been made on the date we received written notice of the circumstance. You will cooperate with us in addressing the circumstance, and refuse, except solely at your own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without our prior written approval. D'� Sutirogatin E. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current policy term. F. Examination and Audit You agree to allow us to examine and audit your financial books and records that relate to this insurance. We may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. GSL 22oo 14 (Ed. 10105)