Harris & Associates - 2015 AgreementAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 2nd day of July, 2015, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Harris & Associates, having a principal place of business at 17450
Monterey Street, Suite 150, Morgan Hill, CA 95037.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on July 2, 2015 and will continue in effect through June
29, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement all
terminate this Agreement regardless of any other provision stated herein. T
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.
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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 $300,000.00.
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 M incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be
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I
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,
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including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show, the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately :above via a specific endorsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT'S
Payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers' compensation insurance on behalf of
CONSULTANT.
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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
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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.
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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 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.
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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:
Harris & AssociatK J G LROY
By: By:
Name: fJj���t Name: Thomas J. Fraglund
Title: CjP Title: City Administrator
Social Security or Taxpayer
Identification Number 94- 2385238
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Approved as to Form
�ity Attorney
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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 Patrick Dobbins, 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.
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Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well- organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable Iaw 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.
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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.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Maria Angeles
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Patrick Dobbins
Harris & Associates
17450 Monterey Street. Suite 150
Morgan Hill, CA 95037
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.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
• Provide City surveyor services for review and approval of subdivision maps (i.e., lot line
adjustments, parcel maps, tentative and final vesting maps).
• Review submitted tract maps, parcel maps, easements, improvement plans, technical
studies, calculations and other supporting documents for private development projects.
• Review subdivision maps in accordance with local ordinance and the State Subdivision
Map Act. This includes traditional subdivision maps (tentative, vesting tentative, and final),
parcel maps, lot line adjustments, mergers, and other parcel- related maps.
• Provide interpretations of the Map Act or local ordinance, as applied to specific
applications.
• Work with City staff as desired to increase their proficiency and self - sufficiency in
development reviews.
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EXHIBIT "C"
MILESTONE SCHEDULE
1. Harris & Associates staff will complete our review of first submittals typically within 10
business days of receiving all required documents.
2. Harris & Associates staff will complete subsequent reviews within 7 business days.
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EXHIBIT "D"
PAYMENT SCHEDULE
Bob Guletz, Contract City Surveyor
$225
Patrick Dobbins, Program Manager
$215
Frank Lopez, Project Manager
$175
Julie Chiu, Project Manager
$165
Robert Williamson, Senior Plan Examiner
$145
Leo Barajas, Engineering Technician
$115
Our hourly rates are subject to 5.0% increase on July 1, 2016 for services during FY 2016/17
and 5.0% increase on July 1, 2017 for services during FY 2017/18. Hourly rates are also
subject to increase due to staff promotions.
Project Directors and Program Managers
Senior Project Managers
Project Managers
Project Engineers
Technicians
Administration
CONSTRUCTION MANAGEMENT
Construction Managers
Assistant Construction Managers
Inspectors (prevailing wage rate)*
Inspectors (non - prevailing wage rate)
Administration
HOURLY RATE
$190 -225
170 -210
150 -190
135 -180
90-160
75 -100
HOURLY RATE
$135 -220
135 -175
135 -165
115 -155
75 -100
Notes: Unless otherwise indicated in the cost proposal, our hourly rates include most direct costs
such as travel, equipment, vehicles, computers, communications and reproduction (except large
quantities such as construction documents for bidding purposes).
*Inspectors are subject to the Prevailing Wage Rates established by the California Department of
Industrial Relations while performing field duties on publicly funded projects.
Subconsultant and vendor charges are subject to a 107o markup.
HARR&AS -01 DAFKHAMI
ACOHEY
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMMDYM
IY10/8/2015
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(iss) 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 License 10757776
Concord, CA - HUB International Insurance Services Inc.
2300 Clayton Rd. .
Concord, CA 94510
ACT
CNOAMME:
PH CNN E (925 609 -6500 No ; (925) 609 -6550
EMAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: Citizens Insurance of America
31534
INSURED
Harris & Associates Inc.
Attn: Susan Mandilag
1401 Willow Pass Road, Ste. 500
Concord, CA 94520
INSURER e : Navigators Specialty Insurance Company
36056
INSURER C: Travelers Property Casualty Company of America
25674
INSURER D: Continental Casualty Company
20443
INSURER E:
EACH OCCURRENCE
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCL.USIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _-
INSR
LTR
-- - - " -- _ TYPE OF INSURANCE.
1 D
SUBR -
-
POLICY NUMBER
POLICY 1 EFF
MMIDDIYYYY
POLIO EXP
DNYM
_ 11MRs
A
X
I COMMERCIAL GENERAL IJABILrrY
EACH OCCURRENCE
$ 2,000,00
CLAIMS -MADE a OCCUR
ZBF9201722
08/01/2015
08101 12016
PREMISES Eao«urrence
$ 1,000,00
X
MED EXP (Any one person)
$ 10,00_
Ded: 0
PERSONAL & ADV INJURY
$ 2,000,00
GEN'L AGGREGATE LIMIT APPLIES PER
GENERAL AGGREGATE
$ 4,000,00
POLICY![ COT- LOC
PRODUCTS- COMP /OPAGG
$ 4,000,00
$
OTHER
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
Ea accident
$ -
BODILY INJURY (Per person)
$
ANY AUTO
ALL OWNED SCHEDULED
ALTOS AUTOS
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
Per accident
$
NON -OWNED
HIRED AUTOS AUTOS
UMBRELLA LIAB
X
OCCUR
EACH OCCURRENCE
$ 10,000,000
AGGREGATE
$ 10,000,000
B
X
EXCESS LIAB
CLAIMS MADE
LA15FXC7127011C
08/01/2015
08/01/2016
DED I X I RETENTION $ 0
$
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFF.ICERIMEMBER EXCLUDED? �
(Ma datoryln`NH)
NIA
PJUB8166N36A15
08/01/2015
08/01/2016
X( H
STATUTE ER
E.L. EACH ACCIDENT
_
$ 1.,000,000
E.LDISEASE - EAEMPLOYE
$ 1,000,000
M describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMB
.. S 1,000,00
D
PROFESSIONAL LIAB.
AEH591891588
08/01/2015
08/01/2016
Per Claim 5,000,00
D
Claims- Made;150k Ded
AEH591891588
08101/2015
08/61/2016
Aggregate 10,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
Workers Compensation policy excludes monopolistics states ND, OH, WA, WY.
Re: On -Call Agreement for Surveyor/Map Review Services (HA #150 -0412 (2023))
City of Gilroy, It's Officers, Officials and Employees as Additional Insured as respects General Liability per attached forsm MAN 0426 & MAN 0427.
General Liability Primary/Non- Contributory and Waiver of Subrogation forms 421-0452 0607 and CG2404 0509 attached. Workers Compensation Waiver of
Subrogation form W0000313 attached.
(This certificate supersedes certificate previously issued.)
It
City of Gilroy
Maria Angeles, PE, CFM
Development Engineer
7351 Rosanna Street
Gilroy, CA 95020
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
reserved.
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: ZBF9201722
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED 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):
Location(s) Of Covered Operations
City of Gilroy, It's Officers, Officials and Employees
On -Call Agreement for Surveyor /Map
7351 Rosanna Street
Review Services
Gilroy, CA 95020
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
include as an additional insured the person(s) or
organization(s) shown in the Schedule, 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;
in the performance of your ongoing operations for the
additional insured(s) at the location(s) designated
above.
B. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:
This insurance does not apply to "bodily injury" or
"property damage" occurring after:
1. All work, including materials, parts or equipment
furnished in connection with such work, on the
project (other than service, maintenance or
repairs) to be performed by or on behalf of the
additional insured(s) at the location of the covered
operations has been completed; or
2. That portion of "your work ", out of which the injury
or damage arises has been put to its in- tended
use by any person or organization other than
another contractor or subcontractor engaged in
performing operations for a, principal as a part of
the same project.
MAN 0426 Page 1 of 1
POLICY NUMBER: ZBF9201722
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s):
Location And Description Of Completed
City of Gilroy, It's Officers, Officials and Employees
On -Call Agreement for Surveyor /Map
7351 Rosanna Street
Review Services
Gilroy, CA 95020
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Section II — Who is An Insured is amended to include
as an additional insured the person(s) or
- organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury or "property dam-
age" caused, in whole or in part, by "your work" at the
location designated and described in the schedule of
this endorsement performed for that additional insured
and included in the "products - completed operations
hazard ".
MAN 0427 Page 1 of 1
POLICY NUMBER: ZBF9201722
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Other Insurance — Primary and Non - Contributory
(Additional Insured)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following is added to Section IV — Commercial General Liability Conditions
4. Other Insurance
a. Additional Insureds
(a) That is Fire, Extended
If you agree in a written contract, written
Coverage, . Builder's
agreement or permit that the insurance
Risk, Installation Risk or
provided to any person or organization
similar coverage for
"your
work';
included as an Additional Insured under
Section 11 — Who is An Insured, is
(b) That is Fire insurance
primary and non - contributory, the
for premises rented to
following applies:
the Additional Insured
or temporarily occupied
by the Additional
If other valid and collectible insurance is
Insured with perrission
available to the Additional Insured for a
of the owner;
loss we cover under Coverages A or B
of this Coverage Part, our obligations
(c) That is insurance
are limited as follows:
purchased by the
-
Additional Insured to
1. Primary Insurance
cover the Additional
This insurance is primary to other
Insured's liability as a
insurance that is available to the
tenant for "property
Additional Insured which covers the
damage" to premises
Additional Insured as a Named
rented to the Additional
Insured. We will not seek
Insured or temporarily
contribution from any other
occupied by the
insurance available to the Additional
Additional with
Insured except:
permission of the
I. For the sole negligence of the
owner; or
Additional Insured;
(d) If the loss arises out of
it. when the Additional Insured is
the maintenance or use
an Additional Insured under
of aircraft, 'autos" or
another primary liability policy;
watercraft to the extent .
not subject to Exclusion
or
g. of Section I —
Ill. when 2. below applies.
Coverage A - Bodily
If this insurance is primary, our
Injury And Property
obligations are not affected unless
Damage Liability.
any of the other insurance is also
When this insurance is .excess, we will have
primary. Then, we will share with all
no duty under Coverages A or B to defend the
that other insurance by the method
insured against any "suit' if any other insurer
described in 3. below.
has a duty to defend the Insured against that
2. Excess Insurance
"suit'.'. If no other insurer defends, we will
This insurance is excess over
undertake to do so; but we will be entitled to
the insureds rights against all those other
(1) Any of the other insurance,
insurers.
whether primary, excess,
When this insurance is excess over other
contingent or on any other
insurance, we will pay only our share of the
basis:
amount of the loss, if any, that exceeds the
sum of:
Page 1 of 2
421 -0452 06 07
Includes copyrighted material of Insurance Services Offices, Inc., with its permission
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self -
insured amounts under all that other
insurance.
We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically
to apply in excess of the Limits of
Insurance shown in the Declarations of
this Coverage Part.
3. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will
follow this method also. Under this
approach each insurer contributes equal
amounts until it has paid its applicable
limit of insurance or none of the loss
remains. whichever comes first.
If any of the other insurance does not
permit contribution by equal shares, we
will contribute by limits. Under this
method, each insurer's share is based on
the ratio of its applicable limit of insurance
to the total applicable limits of insurance
of all insurers.
Page 2 of 2
421-045206 07
Includes copyrighted material of Insurance Services Offices, Inc., with its permission
POLICY NUMBER: ZBF9201722 COMMERCIAL GENERAL LIABILITY
CG 24 04 05 09
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US
This.endorsement modifies Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Person Or Organization:
BLANKET WITH WRITTEN CONTRACT
Information_ Tequired to complete this Schedule, if not shown above, will be shown in the Declarations.
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV — Conditions:
We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
'your work" done under a contract with that person
or organization and included in the "products-
completed operations hazard ". This waiver applies
only to the person or organization shown in the
Schedule above
CG 24 04 05 09 0 Insurance Services Office, Inc„ 2008 Page 7 of 1
TiRAVELERS J� WORKERS COMPENSATION
AND
ONE rowsa sTuaxa EMPLOYERS LIABILITY POLICY
anazroiiD, cx a6ie3
ENDORSEMENT WC 00 03 13 (00) - 01
POLICY NUMBER: (PJUB- 8166N36 -A -15)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in.,the Schedule. (This agreement applies Only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not.operate directly or indirectly to benefit any one not named in the Schedule.
SCHEDULE
DESIGNATED PERSON:
DESIGNATED ORGANIZATION:
ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED
BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS
WAIVER.
DATE OF ISSUE: 07 -28 -15 ST ASSIGN:
cogbl CERTIFICATE OF LIABILITY INSURANCE
10
Df05lZ015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO MGM-UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMID, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICES
BELOW THIS CEIiTiRtATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT SEMEN THE ISSUING INSURER(ft AUTHORQED
REPRESENTATIVE OR PRODUCER, AND THE CERT KATE HOLDER
pltp WANT: If the esrlflcate holder is an ADDITIONAL INSURED, the palley(les) must be endorsad. N SUBROGATION IS VI AM sweet to
the - q 1 and conditions of the policy, crteln policies may n3quire an andorsanant. A statement on this erliftele does not confer rights to the
certificate holder In Neu of such andorsem s
PROOUCEn -
Marsh Sponsored Programs
PHd+E 1. 977.3249393 Ax 51x36$-0895
s service of Seatraay & 5mith, Inc—
PO Box 14404
Des Moines. IA 503064MS
rblunanagemeryffmarsh0mcom Vendor
ID: 31459
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Concord, CA 94520
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INDICATED. NGTWITHSTAND ING ANY REOUIREM EW, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESPECT TO MUCH 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. UMITS SHOWN MAY NAVE BEEN REOUCEO BY PAID CLAIMS.
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1500412 (2023)
City of GRW
Maria Angeles, PE CFM
Development Englrdw
7351 Rosanne Street
Gilroy, CA 95020
SHOULD ANY OF THE ABOVE DESCRIBED POLE BE CANCELLED BEFORE
THE EVIRATION DATE THEREOF NOTICE VNLL BE DELIVERED IN
ACCORDANM WRH THE POLICY PTROVISIONB.
AN debts reserved.
ACORt) 26 X014101) The ACORD name and logo are registered marks of ACORO
OLD REPUBLIC INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED ENDORSEMENT
This endorsement modiftes insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
Schedule
Anyperson(s) or organization(s) as required by written contract or agreement.
1. SECTION Il — COVERED AUTOS LIABILrTY COVERAGE, A. CoveMe,1. Who Is An Insured
Is amended to include the person(s) or organization(s) designated in the Schedule above but only
for damages:
a Which are covered by this insurance: and
b. Which you have agreed to provide in a written contract.
Z. The limits of insurance afforded to such person(s) or organization(s) will be:
IL The minimum limits of insurance which you agreed to provide, or
b. The limits of insurance of this policy
whichever is less.
CA 560 0021213
Page 1 of 1
L100554 -15 0810112015.0810112.016
Harris & Associates
POLICY NUMBER: COMMERCIAL AUTO
CA 04 441013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modfies Insurance provided under the following
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by the endorsement
This endorsement changes the policy effective on the inception date of the policy unless another date Is. indicated
below.
Named Inured: Hams & Associates
Endorsement Effective Date: 08101/2015
SCHEDULE
Name(s) Of Person(s) Or Organtzatlon(er
All persons or organizations as required by written contract or agreement.
Information required to complete this Schedule, if not shown above will be shown in the Declarations.
The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior
to the "acddenr or the 'loss" under a contract with
that person or organization.
CA 04 44 10 13 • Insurance Services Office, Inc., 2011 Page 1 of 1
L100554-16 09MI2015 - ONM /2016
Morris & Associates
IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSUREDIDESIGNATED INSURED AMENDMENT • PRIMARY AND
NON - CONTRIBUTORY
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
SCHEDULE
Designated Person(s) or Organbstion(s):
All Persons or organizations where required by written contract
WHO IS AN INSURED (SECTION II) is amended to include the person(s) or organizations) shown in the
above Schedule, but only with rasped to "aocidenW arising out of work being performed for such
person(s) or organization(s).
As respects any person(s) or'organizabon(s) shown in the above Schedule with whom you have agreed
In a written contract to provide primary insurance on a non - contributory basis, this insurance will be
primary to and non - contributing with any other insurance available to such person(s) or organizations(s).
PCA 048 06 07 Page 1 of 1 08101/2015.08101 /2016
L100554 -15 Harris & Associates