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NV5, Inc. - 2014 Agreement
AGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 5th day of March, 2014 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: NV5, Inc., having a principal place of business at 2025 Gateway Place, Suite 156, San Jose, CA 95110. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 03/05/14 and will continue in effect through 03/04/17 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 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 the scope of services. 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 -1- MDOLINGEM04706083 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 $36,584. 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 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 CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4842 - 9635- 2788vl 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, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) 4842- 9635.2788v1 -3- MDOLINGER104706083 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. 4842 - 9635- 2788vl 4- MDOLINGER104706083 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. TERNIINATION 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- 9635.2788vl MDOLINGER104706083 -5- 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 ease CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No. amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall use due professional care to comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable 4842 - 9635- 2788vl MDOLINGEM04706083 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- 2788v1 _ �_ MDOLINGER104706083 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: NV5, Inc. By: Z0�� ow��— Name: 1p ^ k 4 Z� -,A Title: 5e-.,�tz.- Social Security or Taxpayer Identification Number q y - 2"1 D(Q 17 3 4842- 9635.2788vl MDOLINGER104706083 CITY: qGILROY ame: omas J. Haglund Title: City Administrator Approved as to Form City Attorney 4842 - 9635- 2788v1 _9_ MDOLINGEM04706083 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 Rachel Beierano, 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 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- 9635-2188vi _2_ MDOLINGEN4106083 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- 2788v1 _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. NOTICES. Notices are to be sent as follows: CITY: David Stubchaer, P.E. Senior Civil Engineer /Operations Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Rachel Bejerano, P.E. Senior Engineer NV5, Inc. 2025 Gateway Place Suite 156 San Jose, CA 95110 FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For 4842 - 9635- 2788v1 �- MDOLINGER104706083 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. 4842 - 9635- 2788v1 _5_ MDOLINGER104706083 EXHIBIT "B" SCOPE OF SERVICES 4842- 9635- 2788v1 MDOLINGER104706083 Our scope of services is divided into basic engineering services and client meeting services as follows: Basic, Engineering Services Providing water main design services for the locations identified below: Swanston Lane between Leavesley Road and Forest Street — 8 -inch water main. Casey Street from Swanston Lane to end — not including railroad crossing- 8 -inch water main. Task 1: Project Management This task will include preparation and periodic updates of the project schedule, monthly project invoicing and status reports, quality assurance /quality control (QA /QC), and milestone meetings. The project schedule will be submitted within five days of award of contract. The following meetings are anticipated as a part of project management: One 1 -hour project kick -off meeting. Two 2 -hour review meetings following submission of the 35 percent and 95 percent construction documents. One 2 -hour pre- construction meeting Meeting attendance includes NV5 project manager. Task 2: Preliminary Investigation and Refinement of Conceptual Plans Task 2.1: Review Existing Conditions The NV5 team will attend a kick -off meeting with the City (included under Task 1) to review project requirements and existing information. Two members of the NV5 project team will visit the project site to investigate existing site conditions, identify opportunities and constraints, and verify the location of existing utilities. The site visit will occur after the topographic survey (Task 2.2) is completed. In addition, available background information provided by the City will be reviewed including: City utility maps of water, sanitary sewer, storm drain, and streetlight systems; and water and sewer as -built plans. Utility companies (gas, cable, phone) will be contacted to verify the location of other utilities within the project area. Utility "A," 'B," and "C" packages will subsequently be prepared during design development. The project team will also review current City Standard Provisions, City Standard Details, as well as City codes, ordinances, and design criteria. Task 2.2: Site Analysis and Field Survey Under this task, the NV5 Survey Group will collect survey data as required in support of the design team. Survey tasks will include topographic surveys of the project area. Control Surveys By utilizing GPS and traditional methods, Horizontal and Vertical Control for the topographic surveys will be tied horizontally to the California State Plane Coordinate System (NAD83 Zone 3, US Feet), and vertically to the North American Vertical Datum of 1988 (NAVD88). Control points for topographic surveys and scanning will be established throughout the length of the corridor project. Topographic Survey and Base Mapping For this phase of the project, NV5 will utilize traditional and GPS surveying methods to collect topographic data. Data collected with these methods will include storm and sewer manhole rim elevations, clean outs, water valves, meters, boxes, and hydrants; gas valves and surface evidence of gas lines; traffic signal boxes, street lights and boxes, utility vaults, electrical poles, loop detectors, traffic sign posts, and observed surface evidence of electrical lines; cable TV boxes and observed surface evidence of lines; telephone poles, observed surface evidence of telephone lines and overhead lines; curb and gutter, sidewalks, edges of pavement, edges of sidewalks, edge of pavement way (gutter line), and trees (6" D13H or greater) located within the street rights -of -way. Survey data will be supplemented with dips of storm and sewer manholes, catch basins, drainage inlets, and cleanouts (if accessible) to acquire accurate drainage information. Mechanical detection of existing underground utilities is specifically excluded from this Scope of Services. Once the survey is completed, NV5 will prepare a detailed topographic base map for the use in design and construction of this replacement project. Drawings will provided be in AutoCAD.dwg format, and be capable of being plotted at a scale of 1 "= 20'. Task 3: Schematic Design Development /Construction Documents This task will include the updated schematic design and construction cost estimates and includes preparation of 35 percent, 95 percent and final 100 percent construction documents. Task 3.1: Schematic Design - 35 Percent Construction Documents This task includes the following items: • Preparation of a schematic layout as 35 percent engineering plans for City review. • Preparation of preliminary construction cost estimates for City review. • Following receipt of City review comments, responses to each comment will be prepared. • Project review meeting with City to discuss comments on 35 percent plans (included under Task 1). Deliverable: One hard copy of 35 percent plans (alignment only) and preliminary construction cost estimate. Task 3.2: Preparation of 95 Percent Construction Documents Construction documents will be prepared at 95 percent design level, and will include plans, technical specifications, engineering details for tie -in and nonstandard crossings, engineer's estimates of probable construction cost and guidelines for traffic control measures. It is assumed that the City will provide the remainder of the bid documents including bid proposal forms, General Provisions, and Special Provisions. Following the City's review of the 95 percent documents, the City will provide written comments to NV5. Two members of the NV5 project team will meet with the City to discuss the City's review comments (included under Task 1). Deliverable: One hard copy of 95 percent plans, technical specifications and construction cost estimate Task 3.3: Preparation of 100 Percent Construction Documents Construction documents will be prepared at 100 percent design level, and will include plans, technical specifications, and engineer's estimates of probable construction cost. NV5 will revise the 95 percent documents to incorporate City comments and directions. NV5 will provide written responses to all City comments with submission of the 100 percent draft documents. Deliverable: One hard copy of 100 percent plans, technical specifications and construction cost estimate; One wet- signed copy of the 100 percent final plans, one hard copy of 100 percent final technical specifications and cost estimate; One electronic copy of Final 100 percent construction plans (AutoCAD), technical specifications (Microsoft Word format), and cost estimate (Microsoft Excel format) Task 4: Post- Construction Services This task includes review of as -built record drawings prepared by the contractor. NV5 will review the changes during construction, incorporate those changes into the drawings and submit the record drawings to the City. Deliverable: One signed, stamped set of record drawings on Mylar, One set of electronic files for each record drawing in AutoCAD and PDF format Additional Engineering Services Special Engineering Services When requested by the City, NV5 can perform additional services, and /or perform special engineering services. These services can be added to our scope and fees, identified as extra work. Additional services or special engineering services may include: • Bid Period' services- bidders inquiries • Construction services- review shop drawing, submittals and change orders • Construction Oversight • Soil Sampling, Analysis, and Geotechnical Service e Potholing o Public Outreach • Permitting e Modeling or capacity study o Detailed traffic control plans. -ES (Swanston and Casey) NV5 Engr Manager $198 Sr Engineer $160 Asst Engineer $125 CADD $105 Survey Manager $176 2- Person Survey Crew $238 1- Person Survey Project Crew Assistant $185 $90 Total NV5 Hours Total NV5 Fee 4 4 $640 8 8 $1,584 ffollow -u _ _ 2 2 4 $570 r includes prep/follow-up) 2 2 2 2 2 2 $320 $320 $320 _ $3,754 Ig SUBTOTAL: Task 1 lent of Conceptual Plans 8 4 4 8 $1,140 ities 2 8 10 $1,320 _ 2 2 4 $580 14 14 $2,590 24 24 $2,520 SUBTOTAL: Task 2 12 26 8,150 n Documents 8 24 32 64 $7,640 4 6 10 $1,390 36 68 $8,060 8 24 10 12 22 $3,100 4 8 12 24 $2,900 4 4 $640 SUBTOTAL: Task 3 Record drawings 0 2 .: 6 8 730 $950 SUBTOTAL: Task 41 0 2 0 0 0& 0 16 0 0 2 $950 $36,584 8 58 88 1 12 0 0 LEGEND -- •- - - -• -- PROPOSED 8 -INCH WATER MAIN �o v .06; Fwg� gt ML y 74 z. 0 Lot , '3G 450 B Street, Suite 1800 San Diego, CA 92101 -8005 City of Gilroy ATTN: Ian King 7351 Rosanna Street Gilroy, CA, 95020 Mar 20, 2014 Re: NV5 Global, Inc. To Whom It May Concern: Cavignac & Associates I N S U R A N C E B R O K E R S License No. OA99520 Phone 619 - 234 -6848 Fax 619- 234 -8601 Web Site www.cavi --nac.com Enclosed is a certificate of insurance, as requested. If you have questions or require changes, please contact our office via email (certificates @cavignac.com) or fax (619- 234 - 1239). Please include a copy of the certificate with your request or reference ID number 260959. Sincerely, Cavignac & Associates Certificate Department certificates @cavignac.com 619 -234 -1239 (fax) cc: jan.henricksen @nolte.com Certificate of Insurance for NV5 Global, Inc. D- 1 of A ACOREP CERTIFICATE OF LIABILITY INSURANCE 4 3/20/ DA /20 /DD/YY2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: CONTACT Department PHONE' X FA•619- 234 -6848 A/C No:619- 234 -8601 Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101 -8005 E -MAIL certlf icates @cavl nac. Com AD ESS: INSURERS AFFORDING COVERAGE NAICA License No. OA99520 INSURER A: 5/1/2014 . EACH OCCURRENCE INSURED INSURER B:_ TRAVELERS IND CO OE QT 25682 NV5 Global, Inc. 15070 Avenue of Science, Suite 100 INSURERC:HUDSON INS CO 25054 INSURER D: San Diego, CA 92128 United States INSURER E: MEDEXP (Any one person) $ 10,000 INSURER F: CLAIMS -MADE a, OCCUR COVERAGES CERTIFICATE NUMBER: 258172 REVISION NUMBER:260959 THIS It 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 SUER POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS E GENERAL LIABILITY 6806B97547A 5/1/2013 5/1/2014 . EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMA T currence PREMISES Ea oc $ 1,000,000 MEDEXP (Any one person) $ 10,000 CLAIMS -MADE a, OCCUR PERSONAL &ADV INJURY $ 1,000,000 X Cross Liab /Sev of Int X GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE_ LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY f X PRO LOC Deductible $ 0 • AUTOMOBILE LIABILITY BA6B774609 7/1/2013 5/1/2014 EOMccdEDSINGLELIMIT ntJ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY jeer accident) $ PROPERTY DAMAGE Per accident) $ HIRED AUTOS NON -OWNED AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIA13 CLAIMS -MADE DED I I RETENTION $ $ • WORKERS COMPENSATION AND EMPLOYE RS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? a N/A UB3893T34A 5/1/2013 5/1/2014 WC STATU- OTH- X E.L. EACH ACCIDENT $ 1,000,.000. E.L. DISEASE - EA EMPLOYE $ 1,000,000 (Mandatory in NH) If yes, describe:under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 - $ 1 000 000 C Professional Liability AEE7246003 5/1/2013 5/1/2014 Ea. Claim $5,000,000 Aggreg $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Re: waterline Agreement for Services. Additional Insured coverage applies to General Liability for City of Gilroy, its officers, representatives, agents and employees per policy form. Prof. Liab. - Claims made, defense costs included within limit, Pollution Liability included per policy form #ADI0510002. Professional Liability Retroactive Date: 1/1/1949. Cavignac & Associates will provide 30 days notice of cancellation to the Certificate Holder in the event of policy cancellation. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 United States 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 Jeffrey W. Cavignac ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered.marks of ACORD EXIGIS - CAVIGNAC & ASSOCIATES 260959 0o..rn POLICY NUMBER: 6806B97547A COMMERCIAL GENERAL LIABILITY DATE ISSUED: 5/1/2013 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 FORM SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Gilroy its officers, representatives, agents and employees PROJECT /LOCATION OF COVERED OPERATIONS: Waterline Agreement for Services. PROVISIONS A. The following is added to WHO IS AN . 'INSURED (Section II): The person or organization shown in the Schedule above is an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf`. a. In the performance of your ongoing operations; 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 person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the rendering of or failure to render any "professional services ". e. The limits of insurance afforded to the additional insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to provide for that additional insured, or the limits shown in the Declarations for this coverage part, whichever are less. This endorsement does not increase the limits of insurance stated in the 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 D'2 s n 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 additional insured shown in the Schedule, the insurance provided to that additional insured under this Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional 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" fore such additional 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 insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" Occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed. a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 82 09 07 2007 The Travelers Companies, Inc. Page 2 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission 0— A ni A POLICY NUMBER: 6806B97547A COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Orcanization(s) City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 , I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 13