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AMEC Foster Wheeler - NPDES Compliance ServicesAGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this If day of October, 2014, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: AMEC Environment and Infrastructure. Inc., having a principal place of business at 180 Grand Avenue. Suite 11 Oakland, CA 94612. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on October 1. 2014 and will continue in effect through - 90eber -mfr unless terminated in accordance with the provisions of Article 7 of this Agreement. Jt�MG 30, 7015 Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. Initial 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. 4835 - 2267-0381x1 -1- LA004706083 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 $200,000.00. 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 4835 - 2267- 0361v1 _2_ LAM04706083 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 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, 4835 - 2267 -0361 v1 _3 _ 1AC104706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the. earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the-completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: C 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; o CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835- 2267- 0361v1 -4- LAC104706083 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. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835- 2267 -0361A LAC104706083 -5- 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. 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. 4835 - 2267 -0361v1 _6_ LAQ04706083 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. 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 parry 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. 4835 - 2267 -0361 v1 _7_ LAC104706083 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. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: AMEC Environment and Infrastructure, Inc. By: _ Name: Title: i Khalil E. Phelan Abusaba, PhD Oakland Office Manager Social Security or Taxpayer Identification Number 91- 1641772 4835- 2267- 0361v1 LAC104706083 -8- C GILROY By Name Title: Tom Haglund City Administrator Approved as to Form City Attorney 4835- 2267- 0361v1 _9_ LAC104706083 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 James Honniball, who will act in the capacity of Project Manager, and who will personally direct such Services. Except -as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Maria Angeles shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835 - 2267 -0361 v1 LAC104706083 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 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. 4835 - 2267 -0361 v1 _2_ LAQ04706083 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. 4835- 2267 -0361v1 _3_ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Maria Angeles City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: James Honniball AMEC Environmental and Infrastructure, Inc. 180 Grand Avenue, Suite 11 Oakland, CA 94612 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 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. 4835 - 2267 -0361v1 LAC104706083 EXHIBIT `B" SCOPE OF SERVICES 4635- 2267 -0361v1 _ 1 LAC104706083 ameO September 24, 2014 Ms. Maria Angeles Development Engineer City of Gilroy Public Works Department 7351 Rosanna Street Gilroy, California 915020 Subject: NPDES Compliance Services Proposal Dated October 3, 2013 Gilroy, California Dear Ms. Angeles: AMEC Environment & Infrastructure, Inc. (AMEC) has prepared this revised proposal for the City of Gilroy (the City), Public Works Department to assist the City in compliance with its National Pollutant Discharge Elimination System ( NPDES) permit regulating Storm Water Discharges from Small Municipal Separate Storm Sewer Systems (Phase II Permit) issued by the State Water Resources Control Board (State). The City issued Request for Proposal (RFP) No. 14- RFP -PW -378 for Phase II MS4 Compliance services. AMEC submitted a proposal on October 3, 2013. On January 10, 2014, the City notified AMEC that we were awarded the contract. AMEC understands from City staff that the target annual budget should not exceed $100,000 per fiscal year (FY). The original scope of work scope of AMEC's October 2013 proposal had twenty -five items to support compliance, as requested in the RFP. AMEC has reorganized the scope to five items. One item has been completed already (Item # 4 E.8 Public Involvement and Participation, grant writing support) as a pro -bono service by AMEC. Presented below are the scopes of the remaining four items for completion in FY 2014 -2015. Each of the bid items directly relates to requirements in the City's NPDES permit, as noted in the Task Titles. SCOPE OF WORK Tasks under this scope of work are associated with specific permit provisions in the Phase II Permit as noted in each Task Header below. AMEC will proceed with each task only upon receipt the City's written notice. Task A: E.6 Program Management Activities scoped under this task include monthly leadership in Phase II Permittee meetings with Gilroy, Morgan Hill, and south Santa Clara County at the direction of City staff. AMEC understands that the City will, where possible, achieve cost savings by partnering with neighboring Phase II Permittees on projects of mutual interest. To the extent possible, meeting participation and coordination will take place by phone. Additional tasks include interaction with subcontractors, City personnel, and staff, as well as reviewing budgets and invoices. AMEC shall complete reporting requirements for the City as follows: AMEC Environment & Infrastructure, Inc. 180 Grand Avenue, Suite 1100 Oakland, California 94612 -3066 USA Tel (510) 663 -4100 Fax (510) 663 -4141 amec.com L� Ms. Maria Angeles City of Gilroy September 24, 2014 Page 2 • Annual Report. This item is required under Provision E.6. of the existing Phase II permit (Order No. 2013 - 0001 -DWQ). AMEC shall prepare text for submittal through the State's Stormwater Multi- Application Reporting and Tracking System (SMARTS) template. Assumptions related to this submittal include: - City staff will provide the desired SMARTS template to AMEC. - AMEC shall base responses to the SMARTS template on the City's 2013 Annual Report submittal, in conjunction with input from City staff on progress made in FY 2013-2014. - AMEC shall submit questions to City staff in writing regarding progress in 2013 — 2014 within three business days of receiving notice to proceed (NTP); responses will be provided by City staff to AMEC within three business days of receipt of questions. - AMEC shall provide a draft submittal of the SMARTS template to City staff within five business days of receiving responses to written questions. - The final submittal to the SMARTs system is due Saturday October 15, 2014 and will be executed by City staff based on the SMARTS template completed by AMEC. AMEC shall complete all responses in the SMARTS template by Wednesday, October 12 to allow City staff time to complete the SMARTS upload process. • Inventory of Low Impact Development (LID) projects completed by Developers. This task is required as a deliverable in fulfillment of the stormwater management plan (SWMP) adopted by the City as required under the previous NPDES Permit (Order No. 2003 - 005 -DWQ). AMEC shall develop an inventory of LID projects implemented on new Developments based on a review of project reports and data provided by the City. AMEC shall use this review and inventory to develop a tracking system and database for LID projects that will be used by the City, to track future LID project implementation. Assumptions related to this submittal include: - City staff will provide AMEC with reports and documents on LID projects completed by developers. - AMEC will rely on reports and documents provided by City staff "as -is," with no field or phone verification of performance or placement of the LID projects. - AMEC shall develop the inventory for up to eleven completed LID projects. - AMEC shall complete the inventory, to the extent possible based on information provided by City staff, by October 12, 2014, to allow City staff time to transmit to the State. - The tracking system and database is not required to be completed by October 15, 2014; therefore, AMEC shall plan to complete the tracking system and database after submittal of the required inventory of LID projects. - AMEC shall develop the tracking system and database using simple, readily available software tools (e.g., Microsoft Excel or Microsoft Access). • Summary of Public Outreach and Education Activities. This task is required as a deliverable in fulfillment of the stormwater management plan (SWMP) adopted by the City as required under the previous NPDES Permit (Order No. 2003 - 005 -DWQ). L"Wilme Ms. Maria Angeles City of Gilroy September 24, 2014 Page 3 AMEC shall prepare a summary of public education and outreach activities completed under the previous permit. Assumptions related to this submittal include: - AMEC shall base the description of Public Education and Outreach activities on grant proposals to the Santa Clara Valley Water District that were previously prepared on behalf of the City by AMEC. - AMEC shall complete draft submittals for City staff review by October 5, 2014 Task B: E.10 Construction Site Investigation and Enforcement Support This task involves coverage for construction site inspections and recommended Best Management Practices (BMP) design and implementation. AMEC shall work on -call, at the direction of City staff, to ensure that ongoing and future activities conform to commitments made by developers during the planning process. AMEC researched the State Water Board SMARTS database in January 2014 and discovered twenty -five active construction sites listed in the City's jurisdiction. AMEC shall prioritize inspections based on Risk Levels 3, 2 and 1 with higher - risk sites inspected first. The scope of services includes follow up; escalate to City staff for enforcement if needed; and notification to active construction sites' project managers to winterize by October 15. To minimize travel time, the majority of this work shall be performed by subcontractor ADH Environmental, of Santa Cruz. Task C: E.12 Post - Construction Stormwater Management Program: Training on LID Guidance Manual AMEC understands that post- construction guidance requiring Low Impact Development (LID) treatment controls on new development has been adopted by the City. AMEC's subcontractor WRECO shall train City staff on implementation of the guidance. WRECO shall develop plan checklists based on the guidance, and meet with City staff in person to implement the checklists using developer plans and proposals. Task D: Item # 16 E.12 Post - Construction Stormwater Management Program: Inspection Protocols This task involves the development and preparation of BMP inspection protocol and BMP evaluation condition assessment. AMEC's subcontractor WRECO shall develop inspection checklists based on the protocols. WRECO shall train City staff and members of the AMEC team on inspections and condition assessment. Training shall consist of a full day in both a classroom and field setting. COST The estimated total cost to implement the compliance program during the first year is $100,000.This cost assumes tasks requested by the City are consistent with the level of effort specified in Table 1. During the course of the first year, AMEC will continue to evaluate with the City, other provisional items called out in the initial proposal to prioritize during the second year of work. e AM Ms. Maria Angeles City of Gilroy September 24, 2014 Page 4 TABLE 1 COST ESTIMATE BY TASK Task Cost Estimate Task A: E.6 Program Management $35,000 Task B: E.10 Construction Site Investigation and Enforcement Support $25,000 Task C: E.12 Post - Construction Stormwater Management Program: Training on LID Guidance $15,000 Task D: E.12 Post - Construction Stormwater Management Program: Inspection Protocols $20,000 Contingency $5,000 Total $100,000 CONTRACT DOCUMENTS Attached are: • Two copies of the Agreement for Services signed by AMEC • Insurance certificates • City of Gilroy Municipal Business License • Standard rate sheets for AMEC, ADH Environmental, and WRECO We appreciate the opportunity to work with the City on this project. Please call either of the undersigned at 510 - 663 -4100 if you have questions. Sincerely, AMEC Environment & Infrastructure, Inc. FF "Honniball CPESC TofR SD /QSP Khalil E. Phelan Abusaba PhD Sames , Q Senior Scientist Principal Hydrologist JHH /MDT /cpr /dc iAproject \prop2014 \city of gilroy \phase ii proposal \gilroy phase ii proposal_092414.docx Enclosures: AMEC Agreement for Services Insurance Certificates City of Gilroy Business License AMEC Schedule of Charges, Effective September 23, 2014 Rates EXHIBIT "C" MILESTONE SCHEDULE 4835 -2267 -0361 v1 LAC104706083 Milestone Schedule Task A — E.6 Program Management • Annual Report (October 15, 2014) • Inventory of Low Impact Development (LID) Projects Completed by Developers (October 12, 2104) • Summary of Public Outreach and Education Activities (October 5, 2014) • Ongoing as needed through year 2018 Task B — E.10 Construction Site Investigation and Enforcement Support • Begin work October - November 2014 complete by September 2015 Task C — E.12 Post — Construction Stormwater Management Program: Training on LID Guidance Manual • Begin work October - November 2014 complete by September 2015 Task D — Item # 16 E.12 Post — Construction Stormwater Management Program: Inspection Protocols • Begin work October — November 2014 complete by September 2015 EXHIBIT "D" PAYMENT SCHEDULE 4835 - 2267 -0361 v1 LAC104706083 AMEC ENVIRONMENT & INFRASTRUCTURE, INC.�j BAY AREA SCHEDULE OF CHARGES v ' FOR CITY OF GILROY PUBLIC WORKS DEPARTMENT Effective September 24, 2014 The hourly labor rates set forth below are valid from September 24, 2014 and are subject to 5% annual escalations thereafter. CLIENT agrees to reimburse AMEC Environment & Infrastructure, Inc. (AMEC) at one and one half times or two times the associated ratelhour for non - exempt staff when AMEC is required by statute to pay the associated overtime premium. LABOR: CLIENT agrees to reimburse AMEC for all hours worked by professionals at the following categories and associated hourly labor rates. Charges for expert services will be at the hourly rates shown. However, for depositions and court appearances, CLIENT agrees to reimburse AMEC for all hours worked by professionals at the following classifications, but at two times the associated hourly labor rates. There will be a 4 -hour minimum per -day charge for depositions and an 8 -hour minimum per -day charge for court appearances. LABOR CATEGORY HOURLY RATE Principal $215 Senior Associate 190 Associate 170 Senior 2 160 Senior 1 145 Technical Professional 3 130 Technical Professional 2 112 Technical Professional 1 105 Senior Technician 85 Technician 81 Technical Editor 100 Project Administrator 79 Support Staff 74 Time spent in travel in the interest of the client will be charged at hourly rates, except that no more than 8 hours of travel time will be charged in any day. ESCALATION: CLIENT agrees that hourly labor rates are subject to a 5% annual escalation beginning January 1, 2015. OTHER DIRECT EXPENSES: CLIENT agrees to reimburse AMEC for all other direct expenses incurred at cost plus 7 %. Common outside items include: consultants, drilling services, laboratory testing, equipment and vehicle rental, printing and photographic work, postage and shipping, conference calls, travel and transportation. UNIT PRICING: Any unit pricing work, such as in -house equipment rental, laboratory analysis, etc. will be quoted separately upon request. INVOICES: Invoices will be rendered at least monthly, either as a final or partial billing, and will be payable upon receipt. -AR_ -payable OR aGGOWPts Pot Paid ­i%I;liQ qQ days "Q4 1@41P149 dako� AMEC is an Equal Opportunity /Affirmative Action Employer, and as such adheres to all applicable federal, state, and local laws and regulations in this regard. is \project \prop20l4\city of gilroy \phase ii proposahrate sheetslrate schedule 2015.docx Gilroy NPDES Professional Service Payment Rates 2015 Rates and Charges Job Title /Classification Rate Per Hour ADH Environmental Regular Overtime' Double" Project Manager $148.18 NA NA Assistant Project Manager $138.10 NA NA Managing Scientist 1 $133.06 NA NA Senior Project Scientist III $128.02 NA NA Senior Project Scientist II $122.98 NA NA Information Management Coordinator $115.92 NA NA Senior Project Specialist 1 $110.88 NA NA Project Scientist III $110.88 NA NA Project Scientist II $105.84 $130 $145 Project Scientist 1 $100.80 $125 $140 Senior Field Specialist $90.72 NA NA Senior Staff Scientist III $90.72 $98 $117 Senior Staff Scientist II $85.68 $102 $118 Senior Staff Scientist 1 $80.64 $97 $113 Staff Scientist II $70.56 $85 $99 Staff Scientist 1 $65.52 $77 $89 Field Specialist $63.00 $75 $87 Project Direct Support III $80.64 NA NA Project Direct Support II $70.56 NA NA Project Direct Support 1 $57.46 $67 $77 1 Overtime and double time occur if the employee is a non - exempt hourly employee. Client will not be charged for overtime or double time if the employee is an exempt salaried employee. Rates quoted are estimates. Actual billing rates for overtime and double time will be calculated using the formula shown on page 2. Name Company Job Title or Classification Contractor Alessandro Hnatt ADH Technical Services, Inc. Project Manager Christian Kocher ADH Technical Services, Inc. Assistant Project Manager Steen Trump ADH Technical Services, Inc. Senior Project Scientist II Calvin Sandlin ADH Technical Services, Inc. Senior Field Specialist Kevin Lewis ADH Technical Services, Inc. Senior Staff Scientist II Brad Haeger ADH Technical Services, Inc. Senior Staff Scientist II Alaya Vautier ADH Technical Services, Inc. Senior Staff Scientist I Kevin Di Noto ADH Technical Services, Inc. Staff Scientist II Adam Wainscoat ADH Technical Services, Inc. Field Specialist Cameron Carothers ADH Technical Services, Inc. Staff Scientist I Justin Cerruti ADH Technical Services, Inc. Staff Scientist I Eric Dhakni ADH Technical Services, Inc. Staff Scientist I Peter Wilde ADH Technical Services, Inc. Information Mgmt Coordinator Catherine Dobbins ADH Technical Services, Inc. Project Direct Support III Anjuli Hansen ADH Technical Services, Inc. Project Direct Support I Page 1 of 2 Reimbursables Mileage At current federal mileage reimbursement rate Parking/Toll At cost (attach receipt) Travel /Hotel /Food At cost, with advance approval from Program (attach receipt) Direct Expenses Postage /Express Mail /Shipping At cost (attach receipt) Property Data, Maps, etc At cost (attach receipt) i Technical Equipment and Supplies At cost (attach receipt) Photo Copy At Cost (attach receipt) Subcontractors Cost plus 10% markup (attach invoice) Laboratories I Cost plus 3% markup (attach invoice) 1. 7 9 Budget Narrative: Rates shall remain in effect until January 1, 2016. Rate escalation shall be adjusted annually based on the Consumer Price Index for All Urban Consumers (CPI -U) as a measure of inflation. Overtime may occur for non - exempt employees as required to accommodate storm conditions. Billing at overtime and double time rates will only occur when such work has been expressly approved by the City. • Overtime (OT) Rates = loaded straight time rate (regular rate in table) + (1/2 employee's actual pay rate x 117.2 %) • Double Time (DT) Rates = loaded straight time rate (regular rate in table) + ( employee's actual pay rate x 117.2 %) • The 117.2% multiplier in the equations above is used to factor the following payroll taxes that Contractor will be required to pay for employee's OT or DT work: Federal OASDI 6.20% Medicare 1.45% FUTA 0.60% CA Unemployment 6.20% Workers Compensation 2.75% Total 17.20% For purposes of calculating overtime and double time, Contractor's established work week is Sunday at 12:00 am through Saturday at 11:59 p.m. A work day is defined as 12:00 a.m. through 11:59 p.m. of a single day. Invoices shall be submitted on a monthly basis, within 30 days of the previous month, following the execution of the contract, based on work completed as defined in the Service Plan. Page 2 of 2 1243 Alpine Road, Suite 108 walnut Creek, CA 94596 Phone: 925.941.0017 Fax: 925.941.0018 www.wreco.com RATE SCHEDULE Effective January 1, 2014 Principal Engineer $200.00 - $220.00 per Hour Supervising Engineer $180.00 - $200.00 per Hour Senior Engineer II $150.00 - $180.00 Per Hour Senior Engineer 1 $120.00 - $150.00 Per Hour Associate Engineer II $105.00 - $120.00 Per Hour Associate Engineer 1 $90.00 - $105.00 Per Hour Staff Engineer II $80.00 - $90.00 Per Hour Staff Engineer 1 $70.00 - $80.00 Per Hour Senior Geologist $120.00 - $180.00 Per Hour Associate Geologist $90.00 - $120.00 Per Hour Staff Geologist $70.00 - $90.00 Per Hour Senior Biologist $120.00 - $150.00 Per Hour Associate Biologist $90.00 - $120.00 Per Hour Staff Biologist $70.00 - $90.00 per Hour Senior Technician /CADD $85.00 - $105.00 per Hour Technician /CADD $65.00 - $85.00 per Hour Landscape Designer $90.00 - $105.00 per Hour Administrator / Clerical / Tech Editor 11 $80.00 - $100.00 per Hour Administrator / Clerical / Tech Editor 1 $60.00 - $80.00 per Hour • Engineers include Civil Engineers, Hydraulic Engineers and Geotechnical Engineers. • Expenses are invoiced at 110% of cost. • Unless expressed within the contract agreement, rates on all contracts are subject to an annual adjustment of a 4% escalation rate on January 1 of each calendar year. • Rates for deposition and trial time are 1.5 times those shown above. • Regular Mileage is per IRS rate (currently at $0.56 per mile) or as otherwise specified in contract. > >t +�� Civil Engineering 1 Water Resources I Environmental Compliance I Geotechnical Engineering ra®r� A ° CERTIFICATE OF LIABILITY INSU RANCE DATE(MM/DD/YYYY) I 11/20/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(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 CONTACT- - NAME. Aon Risk Services Northeast, Inc. Morristown NJ Office PHONE (AIC. NO. Ext: (866) '283 -7122 No.): (800) 363 -0105 E-MAIL - ADDRESS: 44 Whippany Road, Suite 220 Morristown NJ 07960 USA INSURER(S) AFFORDING COVERAGE NAIC # HDOG INSURED INSURER A. Zurich American Ins Co 16535 AMEC Environment & Infrastructure, Inc. INSURER B. ACE American Insurance Company 22667 180 Grand Avenue Suite 1100 INSURER C: ACE Property & casualty Insurance Co. 20699 INSURER D: American Zurich Ins Co 40142 Oakland CA 94612 USA INSURER E: $100,000 INSURER F: .$10,000 COVERAGES CERTIFICATE NUMBER: 570055891083 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested -LTR TYPE INSURANCE - -__ .. D yyyp POLICY NUMBER �A1Y0D !, MAD LIMITS X COMMERCIAL GENERAL LIABILITY HDOG EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑ OCCUR DAMAGE TO RENTED— .PREMISES. Ea occtimmce $100,000 MED EXP (Anyone person) .$10,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑) JET ❑X LOC PRODUCTS - COMPIOP AGG $2,660,060 OTHER: A AUTOMOBILE LIABILITY BAP9483148 -03 05/01/2014 05/01/201S COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) ANY AUTO BODILY INJURY(Per accident) ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X ',NON -OWNED 1Xx AUTOS P808 E�Rd ^DAMAGE C X UMBRELLA LIAB X OCCUR XOOG27238671 05/01/2014 05/01/2015 EACH OCCURRENCE $1;000000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED I X IRETENTION $10,000 D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR I PARTNER I EXECUTIVE WC350486613 - 05/01/2014 05/01/2015 PER OTH- X STATUTE'. _. E.L. EACH ACCIDENT $l, OOO,.00O OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA E.L. DISEASE -EA EMPLOYEE $1,000,000 If YYes, describe under DESCRiPTION.OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1, 000, 000 A Arehit &Eng Prof EOC938357806 05/01/2014 05/01/2015 Each Claim $11000;000 SIR applies per policy terns & conditions Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be a..had If mom space is required) RE: Project Description: City of Gilroy NPDES, Estimated Contract Price: $200000. City Of Gilroy, its agents, officers, officials, employees and volunteers are included aS Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. should General Liability, Automobile Liability, Professional Liability and workers' Compensation be cancelled before the expiration date thereof the provisions will govern how notice of policies policy cancellation may be delivered to certificate holders in accordance with the policy provisions. m c m .0 m v 0 O Z r %E m V CERTIFICATE HOLDER I CANCELLATION e SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE. THE EXPIRATION DATE THEREOF, NOTICE WALL BE DE_ LIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna Street Gilroy CA 95020 USA eJ4'O!8 i�GQ�G Vslst/L1S0 e/ /� ✓9JA 01988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: HDOG24554818 ENDT. #133 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 Effective Date: 10/06/2014 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 Organization(s): City of Gilroy, its agents, officers, officials, employees and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s) or required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for "bodily injury", "property will not be broader than that which you are damage" or "personal and advertising injury" required by the contract or agreement to caused, in whole or in part, by your acts or provide for such additional insured.B.With omissions or the acts or omissions of those acting respect to the insurance afforded to these on your behalf: additional insureds, the following is added to 1. In the performance of your ongoing operations; Section III — Limits Of Insurance: or If coverage provided to the additional insured is 2. In connection with your premises owned by or required by a contract or agreement, the most we rented to you. will pay on behalf of the additional insured is the amount of insurance: However:. 1. Required by the contract or agreement; or 1. The insurance afforded to such additional insured only applies to the extent permitted by 2. Available under the applicable Limits of law; and Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: HDO G24554818 ENDT. #17 COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 30 days (If no entry appears above, Information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 2410 93 Copyright, insurance Services Office, Inc., 1992 Page 1 of 1 ❑