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AssetWorks - 2014 AgreementAGREEMENT FOR SERVICES (For contracts over $5,000) This AGREEMENT made as of this 10th day of June, 2014between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: AssetWorks LLC, having a principal place of business at 6404 Wilshire Blvd., Suite 650, Los Angeles, CA 90048. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on May 9, 2014 and will continue in effect through September 15, 2017 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 Exhibit "C" ( "Milestone Schedule "). 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. 4843 - 8575- 3109v2 MDOLINGER104706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $21,600. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ",. Section 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 4843 - 8575- 3109v2 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 reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend, Limitation of Liability 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 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. 3. Limitation on Type of Claim: NEITHER CITY, CONSULTANT OR CONSULTANT'S SUBCONTRACTORS WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY CONSULTANT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.. This limitation on type of claim does not apply to Consultant's indemnity obligation for personal injury, death, property damage or infringement. 4843 - 8575- 3109v2 _3 MDOLINGER104706083 CONSULTANT'S TOTAL LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, ANY SERVICES PURCHASED PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT. This limitation on amount of claim does not apply to Consultant's indemnity obligation for personal injury, death, property damage or infringement. 4. Notwithstanding anything to the contrary in paragraph 3 of this subsection, if a claim is covered by Consultant's insurance (as required by the following section), the limitation of such claim will be the amount of such insurance coverage. 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) 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. 4843. 8575 -31 NO MDOLINGER104706083 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: o CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. 4843 - 8575- 3109v2 _5 MDOLINGER104706083 B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breath of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs .and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this 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. 4843 -8575- 3109v2 _6_ MDOLINGER104706083 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out.of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed 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. 4843 - 8575- 3109v2 MDOLINGER104706083 -7- F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. 4843 -8575- 3109v2 _g_ MDOLINGER104706083 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. ASSETWORKS LLC c By: �- Name: Michael B. Borello Title: Division Vice President Social Security or Taxpayer Identification Number 46- 0521049 Approved as to Form City CAllvr 4843 -8575- 3109v2 _9_ MDOLINGER104706083 CITY. Y OF GILROY Name: 'rWVyLVpM S• 1�� Title: ATTEST: Ci FW--s EXHIBIT "A" SPECIFIC PROVISIONS 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 Greg Friz, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. 2. 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, Joe Hall shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. 3. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". 4. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4843 -8575- 3109v2 -1- 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. 5. OTHER PROVISIONS CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action 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. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement: CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4843 - 8575- 3109v2 _2_ MDOLINGER104706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by.or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other.than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge-the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4843 - 8575 -31 OM _3 _ MDOLINGER104706083 H. NOTICES. Notices are to be sent as follows: CITY: Joe Hall, Accountant II City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: AssetWorks LLC 168 Industry Drive Pittsburgh, PA 15275 FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. XX If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4843 -8575- 3109v2 -4- MDOLINGER104706083 EXHIBIT "B" SCOPE OF SERVICES 1. PROJECT SCOPE The scope of this project is focused upon the financial reporting requirements of GASB statement 34. This includes the identification of property as well as the determination of historical costs for the City and SCRWA owned capital assets. Data will be provided in both hard copy and electronic formats for upload into Pentamation. The data from the past three years working with the City and SCRWA will be used as a baseline in order to comply with GASB and GAAP standards. 2. PROPOSED SERVICE APPROACH Planning & Project Coordination The success of this project substantially lies in the preparations made ahead of time. We ask the City for assistance with the following: ❖ Notify key departments and contacts of the project, ❖ Enable access to all sites and buildings (Inventory only), ❖ Preparation of asset acquisition or disposal data from prior three years, ••• Data and information transfer. The AssetWorks project manager will hold a project kickoff meeting prior to fieldwork commencement with the City each year. This meeting will discuss and confirm scope, processes, critical assets determination as well as transfer of information /data. AssetWorks LLC proposes the inclusion of the following forms of property with an original cost of $10,000 or more. Buildings & Structures (2014) As a part of the onsite inspection, any new buildings will be verified and physically inspected. Direct costs . will be utilized as provided by the City for GASB 34 compliancy purposes. A description will be developed, depicting construction components in order for'subsequent valuations to take place. In addition, capital improvements that extend the useful life of a building ( i.e.; roofing projects, energy projects and remodeling, replacing major building components) will be capitalized and will become a part of the statement of assets for purposes of complying with GAS13-34. To ensure that these assets are recognized and recorded, AssetWorks LLC will document recent capital project data from the City. This information should include: a. Project Description b. Project Cost c. Year Completed d. Funding source Capital improvements outside of a building and particular to a parcel of land will be inventoried as well. Land Parcels (2014) Land will be recorded in our database of information and reports based on existing City and SCRWA land parcels reported for GASB in prior years. For land parcels acquired or sold, existing information (i.e. deeds, 4843 - 8575- 3109v2 _ 1 MDOLINGER104706083 transfer documents, known costs) should be collected by the City and include, location, description, acquisition date and cost, and source of funds. All additions and disposals will be recorded in the database of information and reflected in the final reports. Machinery, Furniture & Equipment (2015) A detailed inspection and field inventory will be conducted at all buildings, identifying each capital asset by location, building and room. All assets included in our inventory and appraisal will be recorded and categorized by major account. This segregation of items will assist in reporting asset valuation totals for capital asset reporting formats. AssetWorks LLC appraisers will apply bar code tags to any applicable asset without a tag and enter the tag numbers along with all the corresponding asset information into the database. Our base fee includes the cost of all tags. Capital assets- All assets with an original unit cost of $10,000 or more, and having an estimated useful life of two years or greater will be inventoried and identified individually and capitalized in the resulting reports and data. Infrastructure (2016 The AssetWorks LLC project Manager will work directly with City personnel in order to record, categorize and value components of Infrastructure that have been implemented by the City. This requires the participation of appropriate City personnel involved with Infrastructure projects being reported. The data needed for proper reporting will be identified by the AssetWorks LLC Project Manager. City personnel will work to identify the format in which the information or data exists and the available methods for transfer. Upon completion onsite, the formatting and reporting will take place along with any valuations needed. 3. COSTING AND VALUATION METHODOLOGY The offsite valuation portion of the project entails the research and calculations necessary to formulate historic costs. The project manager and quality control supervisor work hand -in -hand to ensure the integrity of the data. The focus is on completeness, accuracy and proper formatting of all. data prior to final processing and delivery. Our investigation of the property will follow generally accepted appraisal techniques and will include the use of specific techniques necessary to develop valid and acceptable original cost and date of acquisition for each asset. This includes use of the straight -line method of depreciation. We will determine original cost by using the following cost methods: The Direct Costing method will be used where historical data is readily available from City records. The actual purchase cost and acquisition date will be maintained for those assets. The Standard Costing is used when inventoried property units /groups not reconciled to a historical record receive an estimated cost, where possible, based upon a standard cost (a known average installed cost for a like unit) at the estimated acquisition date. The Normal Costing method will be used where no historical information is readily available. These assets will be valued on a current basis and back - trended to an estimated date of acquisition to estimate the original cost. During the costing and valuation procedures, all items will be assigned a useful life. The useful life of an item will determine its approximate replacement year. 4843 - 8575- 3109v2 _2_ MDOLINGER104706083 During the course of the valuation research, our appraisers will examine all assets to determine original cost, defined as follows: ORIGINAL COST is the amount originally paid to acquire the asset, including such cost as set -up charges; transportation; taxes; engineering and architectural fees; and title insurance. If an asset was donated or bought for a nominal sum, GAAP requires that the asset be accounted for at market value as of the date of acquisition. 4. DELIVERABLES Draft summary and detail reports will be sent to the City via email in a .pdf format for review. The City will have the opportunity to review the draft reports and request alterations as needed. The final reports will be presented in an easy to read format. A narrative section that will certify our appraisal and document our procedures will precede your reports. Your reports will annually include: •'• Letter of Certification •'• Accounting Reports ❖ Electronic Reports ❖ Data File 4843- 8575- 3109v2 MDOLINGER104706083 EXHIBIT "C" MILESTONE SCHEDULE AssetWorks LLC proposes the inclusion of the following forms of property with an original cost of $10,000 or more. ❖ Buildings, Land & Capital Improvements ❖ Machinery, Furniture & Equipment •'• Infrastructure Fieldwork Closeout Meeting Year 1 -2014 Year 2 -2015 Year 3 -2016 Upon completion of onsite work each year, the Project Manager will have a final closeout meeting to address any outstanding issues and truly ensure that fieldwork is complete. This is a good point for final transfer of City provided data and for the City to make inquiries about past or next steps. 4843 - 8575- 3109v2 MDOLINGEM04706083 EXHIBIT "D" PAYMENT SCHEDULE PROJECT FEES AND AUTHORIZATION Professional Inventory & Valuation Services Year 2014 (Buildings /Land Parcels) $6,800 Year 2015 (Machinery, Furniture & Equipment) $8,000 Year 2016 (Infrastructure) $6,800 Total Combined Fee - 4843 - 8575- 3109v2 MDOLINGER104706083 $21,600 CERTIFICATE OF INSURANCE NAMED INSURED 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 CONSTELLATION SOFTWARE INC. and the olicesbelow. INSURANCE COMPANIES AFFORDING COVERAGE ASSETWORKS LLC 998 OLD EAGLE SCHOOL RD. COMPANY A Zurich Insurance Company Ltd. (AM Best rating A+) WAYNE, PA 19087 CERTIFICATE HOLDER COMPANY B Liberty Mutual Fire Insurance Company (AM Best rating A) CITY OF GILROY COMPANY 7351 ROSANNA STREET C GILROY, CA 95020 COMPANY D COMPANY E Zurich American Insurance Company (AM Best rating A +) COVERAGES This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated, notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. LIMITS ARE IN U.S. DOLLARS UNLESS INDICATED OTHERWISE. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE CO POLICY NUMBER POLICY POLICY LIMITS OF LIABILITY LTR EFFECTIVE DATE EXPIRATION DATE (YYYY /MIi (YYYY /MM /DD) COMMERCIAL GENERAL LIABILITY $ 1,000,000 EACH OCCURRENCE OCCURRENCE BASIS E GLO8249874 2013/09/27 2014/09/27 GENERAL AGGREGATE INCLUDING: $ 10,000,000 PRODUCTS AND COMPLETED OPERATIONS PRODUCTS- COMPLETED $ 1,000,000 CROSS LIABILITY I SEVERABILITY OF INTERESTS/ BLANKET CONTRACTUAL LIABILITY OPERATIONS AGGREGATE PERSONAL INJURY $1.000,000 LIMIT, ADVERTISING LIABILITY $1.000,000 LIMIT TENANT'S LEGAL LIABILITY $1.000.000 LIMIT, MEDICAL EXPENSES $25.000 LIMIT WAIVER OF SUBROGATION WHERE REQUIRED BY WRITTEN CONTRACT ADDITIONAL INSURED: CITY OF GILROY. ITS OFFICERS AND EMPLOYEES, but only with respect to liability arising out of the operations of the Named Insured. Such insurance as is afforded by the Commercial General Liability coverage on this policy will be considered as primary insurance, not contributory and not excess of any other insurance. AUTOMOBILE LIABILITY E BAP8249865 2013/09/27 2014/09/27 $ 1.000,000 EACH OCCURRENCE - NON -OWNED a HIRED UMBRELLA LIABILITY A 6838706 2013/09/27 2014/09/27 $ 14,000,000 PER OCCURRENCE a IN THE AGGREGATE NOT APPLICABLE PROFESSIONAL LIABILITY AND E IPR0435933200 2013/09/27 2014/09/27 $ 5,000,000 PER CLAIM a In THE AGGREGATE TECHNOLOGY ERRORS & OMISSIONS CLAIMS MADE BASIS $500.000 DEDUCTIBLE RETROACTIVE DATE: MAY 1, 1999 NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE WORKERS COMPENSATION & E.L. EMPLOYER'S LIABILITY B WC2- B71- 170802 2013/09/27 2014/09/27 $ 1,000,000 -EACH ACCIDENT WC - STATUTORY LIMITS -EACH DISEASE/ EMPLOYEE INCLUDING WAIVER OF SUBROGATION WHERE - DISEASE POLICY LIMIT REQUIRED BY WRITTEN CONTRACT EXCLUDING THE STATES OF KENTUCKY. NEW HAMPSHIRE, NEW JERSEY DESCRIPTION OF OPERATIONS / LOCATIONS / SPECIAL PROVISIONS: BROKER CANCELLATION The CG &B Group Inc. Should any of the above described policies be cancelled before the expiration date thereof, the issuing 120 South Town Centre Blvd. company will endeavour to mail 30 days written notice to the certificate holder named above. Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or Markham, ON L6G 1C3 representatives SIGNATURE OF AUTHORIZED REPRESENTATIVE PRINT NAME DATE (YYYY/MM /DD) BRENDA POWRIE 2014/06/24 Additional Insured — Automatic — Owners, Lessees Or Contractors ZURICH Policy No. Exp. Date of Pol. Eff. Date of End. Agency No. Add]. Prem. Retum Prem. GLO8249874 127 Sept 2014 127 Sept 2013 1 Included THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Constellation Software Inc. Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an insured any person or organization who you are required to add as an additional insured on this policy under a written contract or written agreement. B. The insurance provided to the additional insured person or organization applies only to "bodily injury', "property damage" or "personal and advertising injury" covered under SECTION I - Coverage A - Bodily Injury And Property Damage Liability and Section I - Coverage B - Personal And Advertising Injury Liability, but only with respect to liability for "bodily injury`, "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, and resulting directly from: a. Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or b. "Your work" completed as included in the "products - completed operations hazard ", performed for the additional insured, which is the subject of the written contract or written agreement. C. However, regardless of the provisions of paragraphs A. and B. above: 1. We will not extend any insurance coverage to any additional insured person or organization: a. That is not provided to you in this policy; or b. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement; and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: a. The Limits of Insurance provided to you in this policy; or b. The Limits of Insurance you are required to provide in the written contract or written agreement. includes copyrighted material of insurance Services Office, inc., with its permission. U -GL -i 175 -B CW (3/2007) Page I of 2 The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. D. The additional insured must see to it that: 1. We are notified as soon as practicable of an `occurrence" or offense that may result in a claim; . 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit'., promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non - contributory. E. For the coverage provided by this endorsement: 1. The following paragraph is added to Paragraph 4.a. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance as respects our coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and non - contributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same `occurrence ", claim or "suit ". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. G. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as written. Includes copyrighted material of insurance Services Office, inc.. with its permission. U -GL -1 175 -B CW (3/2007) Page 2 of 2