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4LEAF - 2015 Agreement for First St. Waterline Project
AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 28`x' day of Member, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: 4LEAF, Inc., having a principal place of business at 2110 Rheem Drive, Suite A, Pleasanton, CA 94588. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 10/26/2015 and will continue in effect through 12/30/2017 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, shal terminate this Agreement regardless of any other provision stated herein. Init' 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 -0361 v1 -1- LAQ04706083 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 $324;208.40: 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 port ion 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 services: for ITY ain be but otf limited tos and expenses incident to the performance of CONSULTANT g costs' of equipment used or provided by CONSULTANT, all, fees, fines, licenses, bonds of taxes, required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4635- 2267 -036141 _2_ ;LAC104706063: 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, riot required to purchase or rent anytools, equipment or services from CITY, B. Workers' Compensation CONSULTANT agrees to rovide workers' ' gr p compensation insurance 'for CONSULTANT'S g agrees d with counsel acceptable to CITY 'and employees and a ents and a ees to hold harmless defend indemnify CITY, its officers, representatives, agents and employees from and againsf any and all claims, suits, damages, costs, fees, demmandIs, 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 -0TV1 _3 _ LAC104708083 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 be 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. E. 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; o 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. 4835- 2267- 0361vl _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 rthe 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 fallowing: 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 -0361v1 LACW4706083 "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 Agree&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. S. 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_ LAC104706083 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 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 t' 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. 4835- 2267 -0361vl LACX04706083 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. 1. 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: 4LEAF, Inc. By: LkfW V� Name: ene Barry, 9 /S Title: Vice President / Principal Engineer Social Security or Taxpayer Identification Number 94- 3393574 4835- 2267 -03610 -8- LAC104706083 CITY: CITY OF GILROY By: Name: . Edward Tewes Title: Interim City Administrator Approved as to Form -�, ity Attorney 4635- 2267- 0361v1 _9_ LAC104706063 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 Mr. Gene Barry, '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 farm of e- mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, .David Stubchaer 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 terns 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 asset forth iri 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 -0361v1 _ 1 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 invoiees,'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 samediscipline 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 fumished 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 Ito CITY at the CITY's offices within five (5) business days after CITY's request. 4835 -2 M610 _2_ LAQ04rosoas 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 infonmation 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 -03610 _3 _ LA804706083 H. NOTICES. Notices are to be sent as follows: CITY`. "David Stubchaer; P.E. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Gene. Barry, P.E. Vice President 7 Principal Engineer 2110 Rheem Drive, Suite A Pleasanton CA 94588 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. 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- 0361u1 _4_ L.AGW.4706083 EXHIBIT `B" SCOPE OF SERVICES (See attached) 4835= 2267- 0361v1 _1 _ LAM04706083 4LEAF, INC. ENG:NEEKINC.. CONSTRUCTION MANAGE�ME.NT BUILDING INSPECTION • PLAN CHECK Section 2 — Work Plan 4LEAF understands that the City of Gilroy is planning to install 8,010 LF of 24 -inch new water mains along First Street, which is a Caltrans roadway. Per the City's Request for Proposal (RFP) letter dated August 3, 2015, the project will also include replacing water valves and fire hydrants, tie -in of new mains to existing mains, replacement of services laterals up to the existing water meters, and replacement of water meters and water meter boxes where appropriate. We understand the project also includes the installation of 425 lineal feet (LF) of 15 inch new gravity storm drains, drop inlets, manholes, and tie -ins of new storm drain to existing storm drain. Both the new water mains and storm drain systems will be installed, tested and ready for use in accordance with the design plans and specifications. We have visited the site and identified issues specific to this site that are likely to come up during construction. 4LEAF is not aware of the funding sources for the project; however, because First Street is a Caltrans roadway, we will propose using Caltrans forms for project documentation and reporting, unless otherwise directed by the City. We have developed the following work plan to ensure the City of Gilroy a successful project. We understand the City would like to construct this project during the winter of 2015/16. Current weather models from the National Oceanic and Atmospheric Administration (NOAH) are showing a 90 percent chance of a strong El Nino event through the winter of 2015/16 and an 85 percent chance of the event extending into the spring of 2016. Although there is a high likelihood of a strong El Nino event this winter /spring, there is no guarantee that the event will translate into large rainfall amounts equally throughout the western United States. While it is possible that northern California may receive a higher than normal amount of rainfall this winter, we may also experience normal or below - normal amounts of rain. Whether the contractor utilizes traditional cut and cover or horizontal drilling methods for installation of the water mains and service laterals, the contractor will need to ensure that all stockpiled soil excavated from trenches is stored and protected with BMPs to ensure there are no releases of sediments or pollutants to adjacent storm drains or surface waters. It should be recognized by the City that even with the most diligent housekeeping methods used by the contractor, there will be an increase tracking of sediments along City streets and increased potential for sediment in storm water runoff if construction is performed during or after rain events. With the exception of several wet months in November and December 2013 and 2014, the lower than normal rain fall amounts that northern California has experienced in the previous two winter months has allowed for public works projects to continue during periods that these types of projects are typically idle. 4LEAF is not aware of potential operational or funding source constraints for when the project must be completed, but it may be prudent to postpone start of construction until the spring of 2016 when there is a higher probability that weather conditions are more conducive to performing intrusive work. These items can be further discussed if 4LEAF is selected as the City's Construction Manager for the project. 4LEAF views this project as having three (3) distinct elements: Pre - Construction, Construction, and Post - Construction. Task 1: Pre - Construction Phase During Pre - Construction, the 4LEAF team will establish immediate and routine contact and communication with the project's team including the City, the design team, the contractor, and other interested parties. We will take steps to ensure successful collaborations with each of these entities. During the Pre - Construction Phase of this Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 1 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. 13 P.._.. G,..._,. project, we have identified the following key tasks: v � Task 1A: Biddability and Constructability Review — Upon receipt of the City's notice to proceed (NTP) to provide CM services for the project, 4LEAF's Project Manager and Construction Manager will hold an initial meeting with the City in order to compile a list of comments and concerns that the City has received to date from internal staff and management, the design team, and the public. Using this information, the 4LEAF team will perform a biddability and constructability (B & C) review of the 95 percent plans, specifications, and estimate (PS &E) package by analyzing the plans and specifications with respect to current construction standards and practices and materials used. Examples of specific items to be reviewed include, but are not limited to, the following: ✓ proposed method of installation of new water piping (cut and cover trenching or horizontal drilling techniques), ✓ connection collar detail for the tie in of service laterals into new water main piping, ✓ clear pipe penetration detail for connecting a new storm drain line to an existing storm drain manhole, • review the specifications to ensure it contains include language that ties approval of the contractor's monthly pay requests to their timely submission of submittals (e.g., 3 -week look ahead schedules) throughout the project, • ensure the specifications include requirements for the contractor properly disinfects, flushes, and tests all new water mains and laterals in accordance with American Water Works Association (AWWA) and City of Gilroy standards. The team will also determine if any additional standards, details, or clarifying construction notes should be added, modified, or removed. We understand that the City is currently revising their standard details, so it will be particularly important to review these revised details for accuracy and consistency in the 95 percent complete plans and any references in the project specifications. Once our draft B & C review is complete, 4LEAF's Project Manager and Construction Manager will hold subsequent meetings, as necessary, with the City to review the 4LEAF team's B & C review comments in order to confirm that all comments are in line with the City's vision for the project prior to sending the comments to the designer of record for incorporation into the contract documents. • Deliverables: list of 4LEAF's B & C review comments. • Benefit: cost and time savings that can be applied to the project budget because inconsistencies in the plans are corrected, which can minimize contract change orders (CCOs). Task 1B: Perform Pre - Construction Project Site Condition Inspection — Using digital and /or video cameras, the 4LEAF team will record the existing conditions of the project site m and area(s) of new construction before the contractor starts work, during construction, and then again at the completion of construction activities. This documentation will be a useful tool in identifying and /or assigning ownership of any damage to existing City- or privately -owned facilities once work begins. We recommend that the contractor perform the same documentation (if it isn't already a contract requirement) in order to adequately protect the City and themselves from outside influences on the .. areas that they will be performing their work. • Deliverables: visual record of pre- construction and construction conditions. Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 2 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. • Benefit: clear documentation that can be used to prevent or resolve potential claims. V O Task 1C: Assist the City with Contractor Procurement – The 4LEAF team will assist the City with the procurement process in identifying, interviewing, and selecting a contractor to construct the project in accordance with the project's plans and specifications. These services will include the following components: ✓ work with City staff to identify the procurement method to be utilized, ✓ assist the City with preparing and posting the public notice for the project solicitation including providing copies of the 100 percent complete plans and specifications, ✓ coordinate and hold the contractor pre -bid proposal meeting and site visit, ✓ review and evaluate contractor bids /proposals and assist the City with contract award recommendation, ✓ perform bid opening and notify successful bidder, ✓ assist the City with contract negotiations and contract award signing. Task 1D: Pre - Construction Meeting – The 4LEAF team will conduct a pre- construction conference with the project team including City staff, the design team, the contractor and subcontractors, the materials testing laboratory's project manager, and representatives from various underground utilities. Topics to be discussed at the pre- construction meeting typically include: ✓ performing introductions and identifying roles /responsibilities. Circulate sign -in sheet for completing names, company names, phone numbers, fax numbers, and e-mail addresses of all attendees for use in generating project contact list, ✓ status of notifications made to underground utilities and protocols for submitting notices to Underground Service Alert (USA), ✓ scheduling and staging including where contractor may stage equipment and materials during the project, ✓ reviewing the status of any access agreements or right of way permits and identifying the responsible party(s) for completing if necessary, ✓ discussing allowable work hours and procedures for public work z notices and discuss any signage that will need to be installed along the project route, discussing the contractor's Baseline Schedule (note that 4LEAF will require that the contractor provide a copy of the Baseline Schedule several days prior to the pre- construction meeting so that it can be reviewed in advance of the meeting), f– — ✓ discussing required contractor submittals including [traffic control [ plan, storm water pollution prevention plan (SWPPP), contractor work plan (including their proposed phasing of the project, excavation and shoring plan, equipment and materials to be used, etc.)], ✓ discussing procedures for submitting and approving contractor pay requests and anticipated dates pay requests are typically paid by the City (e.g. 2nd Tuesday of every month, etc.) ✓ discussing health and safety protocols and expectations, ✓ discussing process for submitting RFIs, change orders, submittals, etc. • Deliverables: 4LEAF will prepare and distribute meeting minutes to all project stakeholders. • Benefit: consolidated and detailed summary of the items discussed during the pre- construction meeting. Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 3 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. E-, . C M >•,,., g p C o Task 1E: Review Contractor Submittals — The contractor will be required to prepare detailed submittal items [such as phased traffic control plans, baseline schedule, a SWPPP, a work plan including an excavation and shoring plan, etc.] prior to the start of construction. 4LEAFwill prepare and maintain a detailed submittal log and perform a timely, thorough review of all submittals as they are submitted by the contractor prior to either approving the submittal for use on the project or prior to forwarding them on to the designer of record for their review and approval. If a submittal has to be reviewed and approved by the designer of record, our review prior to forwarding it to the designer of record will provide a "sanity check" of the submittal before the designer spends time reviewing the submittal. This will streamline the submittal process for all parties, preventing the designer of record from wasting their time reviewing a submittal that may not meet contract requirements. The submittal log will be tracked and status will be updated at each weekly progress meeting with "Ball in Court" status indicating whose action is required to move the submittal process along as efficiently as possible. These procedures will be followed for the request for information (RFI) process as well. • Deliverables: submittal and RFI Logs and a reasonable baseline schedule that can be followed during the progress of the project • Benefit: timely processing of submittals that will help avoiding delays during the pre - construction and construction phases; provide the public with accurate weekly updates to the project progress and how it will impact their services; and install confidence with the public that the notifications that they are being given accurately reflect the work being performed throughout the life of the project; including rapid notification of slippage or acceleration of planned work. Task 2: Construction Phase From day 1, the 4LEAF team will run an efficient, quality project that exceeds the expectations of the City. Our proposed Construction Manager, Ryan Perry, P.E., will actively lead our on -site construction inspector and materials testing subcontractor; he will ensure that all contracts, submittals, permits, etc. are in place before work commences, and that each member of our team is ready to get to work building your project. During the Construction Phase of this project, we have identified the following items that are key: Task 2A: QSD /QSP Water Quality Monitoring and SWPPP Support — 4LEAF recommends that the specifications require that the contractor is tasked with preparing the SWPPP and performing all of the required inspections for the project. 4LEAF's Qualified SWPPP Developer (QSD) will review the contractor's SWPPP submittal prior to it being submitted to the California State Water Resources Control Board (Water Board) to obtain coverage under the Construction General Permit for Storm Water Discharges (General Permit). We also recommend that the specifications require that the contractor act as the project's QSP and perform all Permit - required inspections for the project. 4LEAF's proposed CM is a QSD /QSP and both he and our on -site inspector will proactively assist the contractor's QSP by performing daily site inspections of the installed best management practices (BMPs) employed at the site and report any BMPs that are in poor repair or other deficiencies to the contractor's QSP. We will also monitor weather forecasts on a daily basis to provide additional warning for the QSP of any upcoming "qualifying rain events" so team members have time to verify that all BPMs are in place and in good repair before, during, and after rain events as will be required by the SWPPP (and depending on the Risk Level determination for the project, e.g. Risk Level 1 or 2). Our proactive approach will provide added assurance to the City that storm water issues are being properly monitored, documented, and maintained throughout the project. Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 4 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC.s' r.r E - - - • Cuti '.; `i:ana MANAGE 'I E_hP r , - P , CHECK • Deliverables: review comments of contractor's draft SWPPP • Benefit: Ensure that the project's SWPPP document is prepared in accordance with the General Permit's requirement and minimize the risk of a release of pollutants to the environment Task 26: Construction Management, Field Inspection, and Quality Assurance — 4LEAF's on -site staff will observe and monitor the progress on the work in accordance with the plans, specifications, and contract documents and in alignment with the construction schedule; including work that affects the SWPPP. Progress photos will be taken and daily inspection reports will be prepared using the report format required or requested by the City. The information on the daily reports will include but not be limited to: weather, shift hours, traffic controls that are in place (both vehicular and pedestrian), SWPPP erosion control measure conditions, work activities, labor and equipment hours, work complete, quantities, and other related information and discussions. Weekly Resident Engineer Reports will also be prepared and submitted to the City summarizing key activities performed each week. If the City would like, we will also prepare monthly summary reports that would include photos and a narrative of each major item of work completed during the month; including open issues, upcoming work, and a snapshot of the work progress at the end of each month by percent of budget spent and percent of working days used. 4LEAF's Construction manager will complete Weekly Statement of Working Days (WSWD) reports each week providing a snapshot of the project progress including contract time elapsed, weather conditions, working and non - working days counted for the week, time extensions, computation of current Estimated Completion Date (ECD), and controlling operations progress made for the week. As controlling operations are performed, the 4LEAF inspector will collect certificates of compliance, AC weight tags, concrete batch tags, and bills of lading for materials delivered to the site. Our Construction Inspector will then compare these documents to the approved submittals before allowing the materials to be used on the project. Although the 4LEAF team would not be contracted to be the project safety officers; we would make the contractor aware of any unsafe condition that we notice on the job site throughout the life of the project. The 4LEAF team will coordinate with City departments (i.e., traffic signal technicians for possible signal modifications that may be necessary for traffic control plan implementation; water department for necessary service shutdowns; etc.). The 4LEAF team is prepared to provide personnel for daytime and /or night work as the limitations to service disruptions dictate. 4LEAF recommends that document control follow the Caltrans Local Assistance Procedures Manual (LAPM) since First Street is a Caltrans roadway. 4LEAF will do a thorough review of the contractor's monthly progress payment requests to ensure the City is only making payments for work completed each month. This will include measuring and calculating each bid item pay quantity on a Caltrans Form CEM -4801 Quantity Data Sheet. The monthly measurements and calculations will come from the quantities measured and reported on the inspector daily reports. Before the start of construction, 4LEAF and the contractor will develop a procedure that is acceptable to the City for submitting and reviewing monthly progress payments and the final payment. We will review the contractor's schedule of values for bid items and segregate them into a form that is acceptable to the City for reimbursement. Both 4LEAF's Construction Manager and Construction Inspector will review the contractor's payment requests and will compare them to the quantities calculated and measured on the Quantity Data Sheets. If payment for materials on hand is allowed in this contract, we will verify the materials on the job site, or coordinate with the contractor for source verification at the time of the payment request. Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 5 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. U � After 4LEAF and the contractor agree on the monthly progress payment amount, 4LEAF's Construction Manager will prepare the final progress payment request using the form and procedure previously approved by the City (showing work completed each month, work completed to date, percentage complete for each item, and any applicable deductions to the net payment) for approval and execution by the City. Additionally, 4LEAF will provide a project progress summary in the monthly status report. This summary will include percent of budget spent and percent of working days used. Traffic Control Traffic control will be a key issue in maintaining safe conditions on the project and keeping positive relations with the public. For most of the project between Santa Teresa and Princevalle Street, there are two lanes in each direction and an open center median that the contractor can use ' to divert westbound traffic. Located further west at the intersection with Princevalle Street, First Street narrows down to one lane in each direction with a shared open median. In addition, Miller Park is on the south side of the street just west of Princevalle Street with street parking on either side of First Street for the rest of the project. In the westbound direction, First Street begins to narrow as it approaches Monterey Street, but the contractor will be able to keep one lane open in each direction at all times, paying particular attention to keeping access into business driveways open at all times. 4LEAF's Construction Inspector will coordinate with the property and business owners along the project route as well as the contractor so that any work along driveway entrances to businesses and roadway intersections are scheduled and performed at times that will minimize impacts to these businesses and public traffic. Our staff will not only provide sufficient notification to property owners and businesses of upcoming work and the work hours but will also ensure the contractor performs the work when scheduled. 4LEAF's Construction Inspector will continuously monitor the contractor's traffic control measures and ensure they are in place before the start of each work day, maintained throughout the work day, and in place at the end of each work day. This will include ensuring the contractor provides all the required notification signage and the appropriate number of flagmen. If necessary, 4LEAF will request police patrol to enforce safe traffic speeds during construction throughout the project limits. 4LEAF is currently providing CM and inspection services for the heavily - travelled Geary Road in Walnut Creek. At the beginning of the Geary Road project, our inspector met with the Walnut Creek Police Department to provide added police presence along the project limits and police have been present along the length of project issuing moving violation and speeding tickets almost daily. Contractor's Means and Methods The 50 percent design plans provided with the City's August 3, 2015 RFP do not specify what method the contractor shall use to perform for the waterline installation (e.g., horizontal directional drilling or conventional cut and cover). The largest benefits of directional drilling are less traffic disruption and preserving the existing pavement and sidewalks. However, with directional drilling, if there is a need for full catholic protection, the installation can be tedious and there is no way to visually verify that each piece of pipe's poly encasement hasn't been damaged during the installation. This is also true with the wire connections between pieces of pipe for the catholic protection. It is not be possible to visually verify that each weld holds during the installation. Bore pits will have to be close together for the catholic protection sacrificial anode connections Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 6 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. B n ,, , ,. • P_ .v. 0,1, U � depending on the designed spacing of the anode bags. Also if the waterline is being installed non corrosive soil, then the cathodic protection would be minimal and these issues would be minimal. The benefits of installing the water main using traditional cut and cover methods includes ease of visually inspecting the material and installation, as well as obtaining more bidders since more contractors are familiar with cut and cover methods. If the project is constructed during the rainy season, the plans and specifications must clearly state that the contractor will be required to implement the required storm water BMPs whether directional boring or traditional cut and cover methods are utilized. In order to minimize the impacts to the public and businesses, the contractor may request to perform portions of the project at night. This may prove to be beneficial to the public, because night -time water outages would minimize the inconvenience to businesses, pedestrians, vehicular traffic and the school. This benefit must be weighed against higher costs related to shift differentials the contractor and 4LEAF must pay employees for night -time work. Unforeseen Conditions The specifications must require the contractor to take special precautions to protect the health, safety, and welfare of workers and the public. Although all intrusive work must be performed with the highest level of care and precision, special care and precautions must be taken by the contractor when installing water main laterals or storm drain lines and appurtenances in the vicinity of the multiple gas stations along First Street. In addition, there is a potential of encountering petroleum - contaminated soil in the vicinity of the gas stations from historical surface and subsurface releases of petroleum hydrocarbon products [either by surface spills or from potential leaking underground storage tanks (USTs). The contractor's bid item sheet should include a bid item with a unit rate for excavating, handling, and transportation and off -site disposal of petroleum hydrocarbon soil (if encountered) at an approved landfill facility. By establishing a unit rate for this type of soil ahead of time, this will provide some leverage to the City when reviewing and approving any change orders that are submitted by the contractor. • Deliverables: daily inspection reports, weekly reports, monthly reports, time and date stamped progress photos, Weekly Statement of Working Days, material certificates of compliance, AC weight tags, concrete batch tags, bills of lading, labor standards interviews, and certified payrolls • Benefit: records that will stand up to an audit and support the City's position against potential claims. Task 2C: Special Inspection and Materials Testing — 4LEAF's Construction Inspector will coordinate and schedule special inspections and materials testing with our materials testing and special inspections subconsultant, Construction Testing Services (CTS). 4LEAF and CTS have teamed up on more than 150 projects over our 10 year history including projects varying from infrastructure to site work, universities to hospitals, and hotels to parking garages. These inspections will be conducted per the City's Quality Assurance Plan, Caltrans Standard Specifications, and additional project specific quality assurance requirements. These tests will include but not be limited to: trench backfill compaction, Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 7 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. E. C -. - -.%1 ._ .. 6 I �• P OF G;lc UO' roadway /pavement structural section compaction, rebar inspection, concrete sampling, and asphalt concrete sampling. 4LEAF will receive documentation for all tests, including retests, and observe and document the testing. We will notify the contractor immediately of any non - compliant test results. • Deliverables: reports for each test /inspection and test report log • Benefit: documentation that all project improvements meet City and Caltrans standards upon project completion. Task 21D: Construction Meetings — 4LEAF's Construction Manager will schedule, write the agendas for, chair, and provide minutes for all meetings including the weekly progress meetings, periodic meetings with the City, as well as any additional meetings with utilities, the public, etc. that may be necessary to successfully complete the project. The weekly progress meeting will be used to review the contractor's 3 -week look ahead schedule (highlighting critical project activities, operations, and necessary coordination), open issues, status of submittals, status of open RFIs, deficient work, SWPPP concerns, and safety concerns. • Deliverables: agendas and meeting minutes of all topics discussed at each meeting • Benefit: documentation of all aspects of the project discussed, including submittal and RFI status, to be used as needed for informal distribution, dispute resolution, issue tracking, and progress updates; critical for preventing /resolving claims or potential claims Task 2E: Schedule Management - The 4LEAF team will perform a detailed review of the contractor's baseline schedule to ensure all the controlling operation's durations, critical path, and order of work follow a logical sequence to the project completion. We will then monitor the contractor's progress throughout the project and compare it to their baseline schedule so we can identify any deviations of the contract completion date as soon as possible; therefore, giving the contractor ample time to develop and present their plan on getting the project back on schedule. In order to accomplish tasks in the time frame allotted and to further ensure the success of the project, we will do the following to provide good schedule management: • We will consistently review and monitor the project schedule to ensure the contractor is updating the schedule frequently and providing weekly and 3 -week look -ahead schedules. We will request updates as appropriate, and track delays or accelerations based on actual contractor operations. • We will continually assess critical project items to assist in determining the best use of schedule float in the contractors' critical path method (CPM) schedules to avoid down time. . I • We will coordinate regularly with the City regarding all construction activities and impacts to the baseline and 3 -week look -ahead schedules. • We will assist with establishing the phasing of the project. • We recommend introducing various phasing options to deal with potential worst -case scenarios in Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 8 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. E C,•., B , P,,, C scheduling for the project; such as concurrent project delays, inclement weather delays, etc. • We will recommend a day- for -day penalty tied to contractor scheduling updates. ` +pF v O Qn We will include "what if' meetings as the project progresses; for example, what if we accelerate a portion of construction- how would that affect the overall CPM. • We will require contractors to define in their bid the available float /shift to accommodate project factors without stopping work. If schedule slippage occurs, we will immediately meet with the Contractor to discuss ways in which to accelerate other portions of work. Another way to accommodate slippage in the schedule is to re- sequence work in order to make up for lost time. Task 2F: Public Relations — 4LEAF will foster a team approach with the City and contractor to provide adequate notification to the public and business owners of water service shut -offs, driveway closures, and road and pedestrian pathway closures. Starting with the pre- construction meeting and continuing through the weekly progress meetings, we will plan for and create notification protocols to ensure maximum lead time for public notifications of controlling operations that will directly impact the public and businesses. There are multiple businesses and shopping centers, as well as a church and school located along the south side of First Street that will require notifying the public early while working near their property, particularly during any service shut -off windows. All forms of communication recommended by the City, as well as additional protocols that have been successful for 4LEAF and the contractor on previous projects, will be utilized in order to maximize the public's awareness for the life of the project. It will be important for the contractor to maintain access to the existing businesses during construction. In the event we receive complaints directly from the public or business owners regarding the impact of the controlling operations on their lives, we will write down their name, contact information, and nature of their complaint so we can track down a possible solution to the issue and return to the affected individual(s) with a response or resolution that will satisfy their concern. • Deliverables: none • Benefit: a well informed public who can effectively plan ahead to avoid impacts to their day caused by controlling operations Task 2G: Contract Modifications, Extra Work, Change Orders, and Claims — 4LEAF will meet with the City to discuss utilizing any existing City change order tracking systems that are currently in place as well as suggest protocols for use on the project. Using Caltrans standards, 4LEAF will provide the City with assurance that the contractor is not presenting requests for change orders that are already included in the original scope of the contract. Our Construction Manager and /or Construction Inspector will meet face -to -face with the contractor's representative to gather more information on the nature of the potential change order. Quite often, a contractor only has a general knowledge of the plans and specifications and an item they feel is a change order may indeed be part of the plans and specifications that they were not aware of. We will ensure all potential changes and extra work requests to the contract have been reviewed and evaluated for cost and times impacts, and properly justify a response to the contractor. 4LEAF's Construction Manager will review requests for change orders and extra work requests from the contractor for contractual and technical merit prepare independent cost estimates and schedule analysis for the proposed work, if directed by the City, 4LEAF can negotiate change Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 9 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. s orders on behalf of the City and prepare all required documents for execution by the City and the contractor. 4LEAF's Construction Manager will keep the City informed of the cumulative cost and time impacts to the contract through a CCO log that will be updated upon execution of each change order. 4LEAF will take no action without the review and approval of the City. We pride ourselves on maintaining positive working relationships with the contractors that we work with, resulting in addressing most issues early enough to avoid potential claims. There will be times, however, that mutual agreements on issue resolution cannot be achieved. At that point the contractor may issue a Notice of Potential Claim. If we become aware of a potential claim, 4LEAF will require the contractor to submit documentation supporting the claimed delay (including a time - impact analysis). The 4LEAF team will compare the contractor's initial baseline schedule, revised schedules, actual time of work activity, the contractor's operational efficiencies, and the inspector's daily reports to determine the source and contractual responsibility for all delay claims. If the analysis results in a resolution that favors the contractor's stance on the issue, a CCO will be recommended. If this action does not adequately resolve the potential claim, 4LEAF's Construction Manager will generate and compile all backup data, copies of reports and correspondence that pertain to the Notice of Potential Claim on the issue. We will. <_ include this backup data in a claim settlement report package in case the contractor goes through a claim on the unresolved issue. All such packages will be forwarded to the City with a cover letter with the facts as 4LEAF sees them and recommended actions, if any. A log of Notices of Potential Claims will be prepared and updated for discussion at regular City meetings and /or weekly progress meetings. We will work with the contractor on every unresolved issue throughout the life of the project with the goal of coming to a mutually agreeable resolution with the contractor prior to it escalating to higher levels of management. • Deliverables: independent cost estimates and schedule analyses, executable contract change orders, CCO log; written response to potential claims, backup data, written Notices of Potential Claims from the contractor, 4LEAF responses to Notices of Potential Claims, summary reports of each potential claim, Notice of Potential Claim log; and claim settlement report package for each potential claim made by the contractor • Benefit: timely settlement of issues at the lowest level possible Task 3: Post - Construction Phase In order to obtain final completion and acceptance, the post- construction phase includes three distinct closeout elements: physical closeout, document closeout, and fiscal closeout. Task 3A: Physical Closeout — Our Construction Inspector will be proactive in developing and maintaining a project punch list and maintaining a set of accurate as -built drawings during construction to compare with the set of record drawings that will be maintained by the contractor. In our experience, contractors are much more willing to complete punch list items if they are made aware of them early. After all of the work is substantially complete, the 4LEAF team will walk the job site with the City, contractor(s), and Caltrans (if required) in order to generate a punchlist. After all contract related punch list items are complete and beneficial uses of the improvements are achieved, 4LEAF's Construction Inspector will issue a Notice of Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 10 of 11 Section 2: Work Plan August 21, 2015 4LEAF, INC. E,, `.:: • C (-ION MA' AGEME:NT � OF G.Ca vim• Substantial Completion to the City and the tracking of working days will cease. Once all extra work and all punch list items are complete, 4LEAF's Construction Manager will issue a Notice of Final Completion. Items may be placed on the punch list up until the Notice of Final Completion is issued. 4LEAF's Construction Inspector will also confirm all as -built conditions on the plans prior to the contractor sending their completed as -built drawings to the designer of record for compilation of the final as -built record drawings. • Deliverables: Itemized punch list, Notice of Substantial Completion, Notice of Final Completion, Final acceptance Task 3B: Document Closeout — 4LEAF's Construction Manager will work with our Construction Inspector to assemble and transfer the contract files to the City when the contract is complete. Documents typically include correspondence, CO's, Change Notices, RFIs, submittals, and claims. 4LEAF's Construction Manager will perform an on -going verification of the files throughout the duration of the project to ensure that complete files are transferred to the City at closeout. • Deliverables: project files, As -Built Record Drawings, progress payments, retention release authorization and project acceptance by Caltrans (if required). Task 3C: Fiscal Close -out Contract administration, accounting, and financial functions are coordinated with physical closeout functions to ensure that no outstanding financial liability is present after the final payments and /or retentions are made to the contractor. Additional components of the fiscal closeout system that require simultaneous review and cross checking include: the submittal log, the RFI log, the record drawings, and punch lists. These will be reviewed and inspected to ensure that the final payment to the contractor does not leave any financial liability to the City. Proposal to Provide CM Services for the First Street Water and Storm Drain Utility Improvements Project Page 11 of 11 Section 2: Work Plan August 21, 2015 EXHIBIT "C" MILESTONE SCHEDULE (See attached) 4635.226,7 -03610 LA6104706083 MILESTONE SCHEDULE (ALL DATES. ARE TENTATIVE) MILESTONE DESCRIPTION DATES NOTICE;TO PROCEED SEPTEMBER 29, 2015 PRE- CONSTRUCTION PHASE DECEMBER220.15 — MAY 2016 • BIDDABILITY AND CONSTRUCTABILITY REVIEW OF 90% OR 95%a DESIGN DRAWINGS AND SPECIFICATIONS • PERFORM PRE= CONSTRUCTION PROJECT SITE CONDITION INSPECTION • ASSIST THE CITY WITH CONTRACTOR PROCUREMENT PRE -CONSTRUCTION MEETING • REVIEW CONTRACTOR SUBMITTALS CONSTRUCTION PHASE MAY 2016— OCTOBER 2017 QSD/QSP WATER QUALITY MONITORING AND SWPPP SUPPORT e CONSTRUCTION MANAGEMENT, FIELD INSPECTION, AND QUALITY _ASSURANCE a SPECIAL INSPECTION AND MATERIALS TESTING (SUBCONSULTANT CTS) o CONSTRUCTION MEETINGS R SCHEDULE MANAGEMENT • AS- NEEDED PUBLIC RELATIONS SUPPORT • CONTRACT MODIFICATIONS; EXTRA WORK, CHANGE ORDERS, AND CLAIMS SUPPORT POST CONSTRUCTION PHASE OCTOBER 2017— DECEMBER 2017 • PHYSICAL CLOSEOUT • DOCUMENT CLOSEOUT • FINAL CLOSEOUT EXHIBIT "D" PAYMENT SCHEDULE (See attached) 4835- 226TO361A 0064708083 St ALCwr. rMC. — Estimated Fees to Perform Construction Management Services for the City of Gilroy First Street Water and Storm Drain Utility Improvements Project Sub Task Task Task Description C � 2 S w o x � Vi S oo, 6 9 � Y F x 3 Notes Hourly Rate $185 $150 $137 $165 $79 See Note, (a)and (b), Preconstruction Phase Nouns Nouns Hours Nom Hours Hours IA Biddabilityand 'ConttructabilityiMdaw. 1B Perform Pre{onstruction Project Site Condition Inspection. 1C Assist the City with Contractor Procurement. 10 - Prepare for and Attend Pr ,Construction Meeting. 24 56 40 0 0 120 $18,320 0 16 $2,296 0 116 $17,316 0 40 $5,792 1 0 60 $8,828 0 8 8 0 0 0 0 8 80 28 0 24 16 1E Review Contractor Submittals. 4 32 24 Task 1 Subtotal: 36 200 126 0 0 352 $52,552 see Not. (CIL Construction Phase Nouns I Nouns I Hours Nours Hour Hours 2A QSD /QSP Water Quality Monitoring and SWPP1P Support. 16 4 0 0 0 20 $3;560 28 Construction Management, Field Inspection, and Quality Assurance. 8 360 720 1 18D 144 L412 $298,787 see Notes (d) and (g) 2C Special Inspections and Materials Testing (CTS). Administrative Processing Fee (10%) for Subconsultant Invoices (CTS). 2D [Construction Meetings. 0 0 0 0 0 0 $38,452 $3,11145 $0 See Note (a) See Note (T) 2E iSchedule Management 0 0 0 0 0 0 $0 See Note (f) 2F JPublicRelations. 0 0 0 0 0. 0 $2,000 See Note (g) 2G Contact ModiBOtlont, Extra Work, Change Orders, and Claims. 0 0 0 0 0 0 $0 See Note (e) Task 2 Subtotal, 24 364 720 1W 144 1032 $246,644 See Note (c). 3 : Post Construction Phase Hour Fauns Noun Hours Henn 3a Final Inspections and Provide Red. Lined Set of Plans to Design Team. 3b Cartnct Closeout. 4 16 1 60 1 0 0 80 $11,360 ISee Note (c). 4 32 16 0 0 52 $7,732 3c I Project Management. 32 0 0 0 0 32 $5,920 Task 3 Subtotal: 40 46 76 0 0 164 $25,012 Totals: 100 612 912 180 144 1,948 $324,208 !See Note (h). Notes: (a) Assumes project will require compliance with California Prevailing Wage rate requirements under SB 854, and the City will be required to file a PWC -100 Form to the California Department of Industria Relations for the project. (b) Per the new requirements being enforced under SS 854 and because It is assumed that a PWC -100 Form will be filed by the City to the CA DIR, 4LEAF is required to notify an authorized Apprenticeship Committee through submittal of a DAS-140 form. We are then required to make an official request to an authorized Apprenticeship Committee for an apprentice by submitting a DAS -142 form. We are no assured the apprenticeship committee will be able to provide a suitable / qualified apprentice for the project. Per the apprenticeship requirements, the hours worked by the apprentice must be in a ratio of 1:5 for apprentice to journeyman hours. Hours are Included as a placeholder in the event that an apprenticeship for a public works inspector is required and dispatched by the apprenticeship committee. (c) Per RFP documents, the NTP for Construction Management Is Oct. 12, 2015. Assumes Pre - construction phase begins 10112/15 and duration Is 2 months. Assumes Post Construction Phase is 20 working days. If the project duration exceeds this schedule, the additional hours will be billed at the rates provided in the attached 4LEAF Fee Schedule. (d) Assumes construction phase is 90 working days per discussions with City. Assumes (1) half -time CM for 90 working days at 4 hrs /day and (1) full-time Inspector for 90 working days at 8 hrs /day at regulartime and 2 hrs /day at OT rate. Does not include any allowance for night, weekend, or holiday work. If night, weekend, or holiday work is necessary, the hours will be billed at the requirements under California Prevailing Wage taw requirements. If the construction duration exceeds 90 working days, the additional hours will be billed at the rates listed in this cost estimate. (e) See cost estimate provided by CTS for a detailed cost breakdown for Materials Testing & Special Inspections. (f) Hours for this task are included in subtask 2B "Construction Management, Field Inspection, and Quality Assurance ". (g) For budgetary purposes only, we have Included a nominal budget for reproduction of public information flyers and notices prior to and during the project. (h) 4LEAF staff will be supplied with typical tools of the trade to perform their daily tasks (e.g. cell phone, laptop computer, and PPE). Assumes City will provide office space for CM and Inspector to finalize daily reports and other project paperwork. 1 oft CONSTRUCTION TESTING SERVICES PRELIMINARY ESTIMATE: INSPECTIONS G TESTING DATE: 08/17/15 PROPOSAI. No.: P10260 CLIENT: 4LEAF, INC. PROJECT: FIRST STREET WATER & STORM UTILITY IMPROVEMENTS LOCATION: GILROY, CA ITEM: I ONSITE TESTING & INSPECTIONS ESTIMATED DAYS ESTIMATED HOURS UNIT PRICE ESTIMATED TOTAL COMPACTION CURVE 1 EARTH WORK/COMPACTION $350 WET DENSITY (CT 216 FOR ROADWAY AB) 3 $400 $1,200 UTILITY TRENCH BACKFILL 29 4 $85 $9,860 PAVEMENT BASEROCK (Caltrans) 3 4 $85 1 $1,020 SAND EQUIVALENT ASPHALT COMPACTION (Caltrans) 3 8 $85 $2,040 TRAVEL TIME FOR NUCLEAR GAUGE 35 2.2 $85 $6,545 MILEAGE 35 122 $0.56 $2,391 1 $400 $400 HMA ACCEPTANCE TESTING Preliminary Sub -Total ojOn -Site Testing & Inspection (approx.) $21,856 AGGREGATE GRADATION (ASSUME COLD FEED) ITEM: II LABORATORY TESTING & ENGINEERING ESTIMATED UNITS /HOURS UNIT PRICE ESTIMATED TOTAL COMPACTION CURVE 1 $350 $350 WET DENSITY (CT 216 FOR ROADWAY AB) 3 $400 $1,200 SIEVE ANALYSIS, COARSE 1 $150 $150 SIEVE ANALYSIS, FINE + WASH 1 $250 $250 SAND EQUIVALENT 1 $175 $175 DURABILITY INDEX, COARSE 1 $275 $275 DURABILITY INDEX, FINE 1 $275 $275 RESISTANCE "R" VALUE 1 $400 $400 HMA ACCEPTANCE TESTING AGGREGATE GRADATION (ASSUME COLD FEED) 3 $150 $450 SAND EQUIVALENT 3 $175 $525 ASPHALT BINDER CONTENT 3 $275 $825 ASPHALT BINDER CONTENT CORRECTION FACTOR 1 $275 $275 HMA MOISTURE CONTENT 3 $ 100 $300 PERCENT MAX THEORETICAL DENSITY 3 $275 $825 STABILOMETER 3 $250 $750 SPECIFIC GRAVITY OF CORE (PROVIDED BY CONTRACTOR) 3 $175 $525 AIR VOID CONTENT 3 $ 100 $300 PERCENT CRUSHED PARTICLES 3 $250 $750 LA RATTLER 3 $350 $1,050 FINE AGG ANGULARITY 3 $250 $750 FLAT AND ELONGATED PARTICLES 3 $250 $750 VOIDS FILLED WITH ASPHALT 3 $275 $825 VOIDS IN MINERAL AGGREGATE 3 $225 $675 DUST PROPORTION 3 $175 $525 SAMPLE PICK -UPS 56 $15 $840 FINAL LETTER 1 $300 $300 ENGINEERING REPORTING OF HMA 3 $150 $450 Preliminary Sub -Total of Laboratory Testing & Engineering (approx.) $14,765 1f wnrk is performed at night a 12.5% differential will be charged. A J %project management and admin fee will be charged monthly per invoice. No contingency is budgeted by CTSjor uncontrollable overtime, union or prevailing wage increases and unforeseen requirements that may arise in the specifications, as well as for work over the estimated hours. Owner should budget appropriate amount jar budgetary purposes. Estimate based on 50% Plans by Hydroscience dated August 2014 and City RFP. No construction schedule was available at the time this estimate was prepared. Durations based on Contractor's estimated production of 300 lineal feet of trench per day during normal working hours. HMA Acceptance Testing based on Section 39 for Standard process based on test results representing 750 tons production or i days production. whichever is less. 4LEAINC -01 RICREI AC ®R®' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/30/2015 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(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 Granite Professional Insurance Brokerage, Inc. 6600 Koll Center Parkway #100 Pleasanton, CA 94566 CONTACT NAME: PHONE (925) 462 -8400 arc No : (925) 462 -8888 AIC No Ell: ADDRESS: info @graniteins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Co of Conn 25682 INSURED INSURER B: American Fire & Casualty 24066 4LEAF, Inc. INSURER C: National Union Fire Ins. Co PA 19445 INSURER D: State Compensation Ins. Fund 135076 2110 Rheem Drive, Ste. A INSURER E: Alterra Excess & Surplus Ins C 1331189 Pleasanton, CA 94588 INSURER F: MED EXP (Any one person) 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE 'ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE 'lNSD WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDM'YY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE OCCUR X 68080544948 04/0912015 04109/2016 PREMISES Eaoccurrence $ 300.00 MED EXP (Any one person) $ 5,00 PERSONAL &ADV INJURY $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,00 X POLICY ❑ JRO FI LOC ECT PRODUCTS - COMP /OP AGG $ '4,000,000 $ OTHER: AUTOMOBILE LIABILITY CO idMBINEDSINGLE LIMIT Ea accent $ 1,000,000 BODILY INJURY (Per person) $ B X ANY AUTO X BAA(16)56458228 0410912015 04/0912016 BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTO AUTOS X H RED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 AGGREGATE $ C EXCESS LIAR CLAIMS -MADE EBU024548241 0410912015 0410912016 _ DED.. I RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N/A 9009868 -15 04/09/2015 04109/2016 �( STATUTE EIR E.L. EACH ACCIDENT $ 1,000,000 E1. DISEASE- EA EMPLOYE $ 1,000,000 M yes, describe under DESCRIPTION OF OPERATIONS below E1. DISEASE - POLICY LIMIT 1,000 000 $ , E Professional Liab MAX7PL0001704 04/1112015 04/11/2016 Each Claim 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: CM and Inspection Services for the 1st Street Water Main Replacement Project City of Gilroy, Its officers elected or appointed officials, employees, agents and volunteers are named as additional insureds on General Liability and Automobile Liability policies per attached endorsements CGD3820907 and CA 88100113. primary & non - contributory applies to Automobile Liability per attached CA 88100113. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014/01) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Gilroy, its officers, officials and employees City Rosanna Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Gilroy, CA 95020 AUTHHOORI•Z•E.D. REPRESENTATIVE ACORD 25 (2014/01) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Pblicy Number: BAA(16)56458228 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE — BROADENED COVERAGE 10 GLASS REPAIR — WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II — LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy.. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II — LIABILITY COVERAGE, paragraph A.I. —WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee ". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee ". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured ". However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto "; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II — LIABILITY, exclusion 113.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss "; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident ", we will also cover the actual loss of use of the hired "auto" if it results from an "accident ", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee ". For the purposes of this provision, SECTION V — DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks ", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. C. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 — 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss ", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. C. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto ". d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V — DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any. other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss ", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", I. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss ". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V — DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured "; b. Legally parked; and C. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or C. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV — BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident ", claim, "suit" or "loss ", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident' or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss ", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV — BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit ", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" Hired, leased, rented or borrowed with a driver. SECTION V — DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V — DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.— CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 POLICY NUMBER 680- SC544948- TCT -15 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 10 -28 -15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION($): CITY OF GILROY 7351 ROSANNA STR GILROY CA 95020 PROJECT /LOCATION OF COVERED OPERATIONS: CM AND INSPECTION SERVICES FOR THE 1ST STREET WATER MAIN REPLACEMENT PROJECT PROVISIONS A. The following is added to WHO IS AN INSURED (Section 11): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for "bod- ily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- bons; b. in connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury ", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services ". e. The limits of insurance afforded to the add!- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section 111) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 02007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Sorvlees Office, Inc., with Its permission COMMERCIAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional Insured which covers such additional insured as a named Insured, and we will not share with the other insurance, provided that: (9) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such addi- tional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional in- sured when the additional insured is also an addi- tional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal Injury" arising out of "your work" on or for the pro- ject, or at the location, shown in the Schedule above, performed by you, or on your behalf, un- der a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal in- jury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include the person or organization shown in the Schedule as an ad- ditional insured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs, and the "personal injury" is caused by an of- fense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 ® 2007 The Travelers Companies, Inc. CG D3 82 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with Its permission