AssetWorks - 2017 AgreementAGREEMENT FOR SERVICES
(For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR)
This AGREEMENT made this 14 day ofDecember, 2016 between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONTRACTOR: AssetWorks LLC, having a principal place of business at 6404
Sui
Blvd... te 750. Los Angeles, CA 90048.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on September 15, 2017 and will continue in effect
through September 15, 2020 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 shall
terminate this Agreement regardless of any other provision stated herein. .
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties
acknowledge that CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR 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 KC" ("Milestone Schedule').
B. Method of Performing Services
CONTRACTOR 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 CONTRACTOR'S services.
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C. Employment of Assistants
CONTRACTOR. may, at the- CONTRACTOR'S own expense, employ such assistants as
CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this
Agreement, subject to the prohibition against assignment. and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the
performance of those services. CONTRACTOR 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
CONTRACTOR shall perform the services required by this Agreement at any place or location
and at such times as CONTRACTOR shall determine is necessary to properly and timely
perform CONTRACTOR'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit "D" ("Payment Schedule'). In no event
however shall the total compensation paid to CONTRACTOR exceed $19,100.
B. Invoices
CONTRACTOR 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 CONTRACTOR has first provided City with a written receipt of invoice
descri bing. the work performed. and any approved direct expenses (as provided for in
Exhibit "A ", Section M incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30)
days, from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall riot 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
performance of
services. for_ CITY, including but not limited to, all costs of equipment used
CONTRACTOR shall be responsible for all costs and expenses incident to the
or provided by
CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against
CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONTRACTOR in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. -Tools and Instrumentalities
CONTRACTOR shall supply all tools and instrumentalities required to perf m the services
under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase
orrent any tools, equipment or services from. CITY. '
B. Workers' Compensation
CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs; fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability; or
death of any of CONTRACTOR'S employees.
C. Indemnification of Liability, Duty to Defend
As to all liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'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, CONTRACTOR shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a. per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
including the loss of use thereof. As a condition precedent to CrI Y'S obligations under this
Agreement, CONTRACTOR. shall finnish 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 tturty (30) days
written.notice of policy lapse or cancellation, or of.a material change in.policy terms.
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E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by
CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONTRACTOR
acknowledges and agrees that:
A CITY will not withhold FICA (Social Security) from CONTRACTOR'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONTRACTOR'S 'behalf;
• CITY will not withhold state or federal income tax from payment to
CONTRACTOR;
s CITY will not make disability insurance contributions on behalf of
CONTRACTOR;
Y CITY will not obtain workers' compensation insurance on behalf of
CONTRACTOR.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of 'City
CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at
reasonable times following receipt by CITY of reasonable notice,, to all documents reasonably
necessary to the performance of CONTRACTOR'S duties under this Agreement.
13. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONTRACTOR. Such assignment shall not release
CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR's Business/ Death. of CONTRACTOR.
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR'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
CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
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If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated
upon death of CONTRACTOR.
B. Termination by City for Default of CONTRACTOR
Should CONTRACTOR default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONTRACTOR. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1.
CONTRACTOR'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONTRACTOR'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONTRACTOR 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
CONTRACTOR Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONTRACTOR'S default in the performance of this Agreement or material breach by
CONTRACTOR of any of_its provisions, then in addition to any other rights and remedies CITY
may have, CONTRACTOR 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 CONTRACTOR . for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR'S option, may '
ay terminate this
Agreement if.such,default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONTRACTOR to CITY.
D. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONTRACTOR shall
cease such work as'soon as:it is safe to do so. CONTRACTOR shall incur no further expenses in
connection with this Agreement. CONTRACTOR 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 CONTRACTOR'S duties by any new CONTRACTOR hired by
the CITY to complete such services.
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ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONTRACTOR 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. CONTRACTOR 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
CONTRACTOR 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or
representatives of either.
C. Attorneys' Fees
If. any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will. be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the. various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be consider_ ed nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONTRACTOR 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 t_he same. Without limiting the foregoing, CONTRACTOR 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.
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F. Conflict of Interest
CONTRACTOR 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
CONTRACTOR and that no person associated with CONTRACTOR 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 CONTRACTOR for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No .other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction.and venue with respect to any and all disputes arising hereunder shall be in state a_nd
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
requested.
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
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.
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L. Waiver
CONTRACTOR 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.
CONTRACTOR:
ASSETWORKS LLC
By:
Name: Michael B. Borello
Title: Division Vice President
Social Security or Taxpayer
Identification Number 46- 0521049
Approved as to Form
City Aitomey
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CITY:
CITY OF GILROY
By:,�
Name: i Forbis
Title: Finance Director
EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR 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, CONTRACTOR agrees to assign Greg Fri z, 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, CONTRACTOR 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
CONTRACTOR ishall commence the Services upon delivery to CONTRACTOR of a written
``Notice to Proceed ", which Notice to. Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of a -mail, fax or
letter authorizing commencement of the Services. For purposes of 'this Agreement, Joe Hall shall
be the designated City contact person(s). Notice to Proceed shall be deemed to have been
delivered upon actual receipt by CONTRACTOR or if otherwise delivered as - provided in the
Section V.13. ( "Notices ") of this Exhibit "A".
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final
Acceptance, and CONTRACTOR shall not incur. any further costs hereunder. CONTRACTOR
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 CONTRACTOR
has not. completed all of such Services as required by this Agreement, CITY shall so inform
CONTRACTOR within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit "B". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. . OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR 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 CONTRACTOR'S representations and
warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents famished
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 CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the.
coordination of the Services furnished by it under this Agreement. CONTRACTOR 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
perfotmance of this. Agreement, and CONTRACTOR shall be, and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.
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 CONTRACTOR for the purpose of verifying any
and all. charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall .maintain for a minimum period, of three (3) years (from the date of final payment to
CONTRACTOR), 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 CONTRACTOR, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONTRACTOR and all other written and oral
information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR 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
CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally
.known to the related industry (other than that which becomes generally known as the result of
CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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,
CONTRACTOR shall not. be responsible for, and City shall indemnify CONTRACTOR from,,
damages resulting from the use of. said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Joe Hall, Accountant II
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONTRACTOR: AssetWorks LLC
168 Industry Drive
Pittsburg, PA 15275
I. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked,, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
DBE Program
CONTRACTOR 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 CONTRACTOR warrants that he /she has not employed or retained any company or person,
other than a bona, fide employee .working for the CONTRACTOR, to solicit or secure this
Agreement; and that he /she has not paid or agreed to pay any company or person, other than a
bona fide. employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting, from the award or formation of this Agreement. For
breach or violation of this warranty,, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
See Proposal to Provide Professional Asset Stewardship Services for City of Gilroy & SCRWA
pages2 -8
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LAC104706083 ' 1'
EXHIBIT "C"
MILESTONE SCHEDULE
See Proposal to Provide Professional Asset Stewardship Services for City of Gilroy & SCRWA
page:2
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LACW4706083 -1-
EXHIBIT ".D"
PAYMENT SCHEDULE
See Proposal to Provide Professional Asset Stewardship Services for City of Gilroy &
SCRWA page8
4835= 2267.0361v1
LIAC104106083
AssetWRKS
December 6, 2016
Mr. Joe Hall, CPP
Administrative Services Department, Finance Division
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
RE., Inventory & Valuation Services proposal
Dear Mr. Hall:
It was a pleasure speaking with you recently.. I have prepared this Proposal for Asset Inventory &.
Valuation. Services based on a full review of'the past three years work with the City. In order to maintain
a high level of asset stewardship, the following plan has been identified as the best combination of
completeness and efficiency. Upon acceptance of this proposal, the City and SCRWA will have a plan in
place to address asset reporting needs for the next three years.
will be the primary point of contact for this project and have the authority to bind Assetworks LLC to
this contract. If I can be of any assistance, please contact me directly at (800) 428 -1925 x1806 or via
email at greg.friz @assetworks.com.
Respectfully submitted,
AssetWorks LLC
1::5
Managing Director
6404 Wilshire Blvd., Suite 750 1 Los Angeles, CA 90048 1 310.470.4803 x1806 I 310.470A903 Fax I www.assetWorks.com
_J
Proposal to Provide
Professional Asset Stewardship Services
For
City, of Gilroy & SCRWA
Respectfully Submitted by:
AssetWorks LLC
Gregory N. Friz, Managing Director
6404 Wilshire Blvd., Suite 750
Los Angeles, CA 90048
gregory.friz@asstLitworks.com
www.assetworks.com
Phone'. $00-4.28-1925 x1806
Proposal to Provide Professional Asset Stewardship Services to the
City r Gilroy 6
December 6, 2 01 AS s e t R K S
Page -1-
TABLE of Conrreron
1. Project Scope ......................................................... .............a................. Page 3
2. Proposal Service Approach ..................................... ............................... Page 3
3.. Costing:and Valuation Methodology. ...................... ............................... Page 5
4. Deliverables ......................... ................................. ............................... Page 6
S. Terms & Conditions ......................:......................... ..............................6 Page 7
6. Project Fees & Authorization .................................. ............................... Page 8
Proposal to Provide Professional Asset Stewardship Services to the
City of Gilroy 2 SCRWA A S S e `` Av , R K S
December 6, 2016 �
Page -2-
7
1. PROJECT SCOPE
The scope of this project is focused upon the financial reporting requirements of GASB Statement 34.
This includes the identification of property as well as the determination of historical costs for the City
and SCRWA owned capital assets. Data will be provided in both hard copy and electronic formats for
upload into Pentamation. The data from the past three years working with the City and SCRWA will be
used as a baseline in order to comply with GASB and GAAP standards.
2. PROPOSED SERVICE APPROACH
Planning & Project Coordinatlon
The success of this project substantially lies in-the preparations made ahead of time. We ask the City for
assistance with the following:
0 Notify key departments and contacts of the project,
0 Enable access to all sites and buildings (Inventory only),
0 Preparation of asset acquisition or disposal data from prior three years,
O Data and information transfer.
The AssetWorks Project Manager will ,hold a project kickoff meeting prior to fieldwork commencement
with the City each year. This meeting will discuss and confirm scope, processes,- critical assets
determination as well as transfer of information / data.
AssetWorks 1LC proposes the inclusion of the following forms of property with an original cost of
$10,000 or greater.
0 Buildings, Land & Capital Improvements — 0 Year 1– as of 6/30/17
0 Machinery, Furniture & Equipment _0 Year 2 –as of 6/30/18
0 Infrastructure — 0 Year 3 –as of 6/30/19
Proposal to Provide Professional Asset Stewardship Services to the
Gilroy
Deco mber 6, 2 016 1 S S e t q R
K S
Page -3-
Buildines &Structures (6/30/17)
As a part of the onsite inspection, any new buildings will be verified and physically inspected. Direct
costs will be utilized as provided by the City for GASB 34 compliancy purposes. A description will be
developed, depicting construction components in order for subsequent valuations to take place. In
addition, capital improvements that extend the useful life of a building, (i.e.; roofing projects, energy
projects, and remodeling, replacing major building components) will be capitalized and will become a
part of the statement of assets for purposes of complying with GASB -34. To ensure that these assetsare
recognized and recorded, AssetWorks LLC will document recent capital project data from the City. This
information should include:
a. Project Description b. Project Cost c. Year Completed d. Funding Source
Capital Improvements'outside of a building and particular to a parcel of land will be inventoried as well.
Land Parcels (6/301.17)
Land will be recorded in our database of information and reports based on existing City and;SCRWA land
parcels reported for GAS in prior years. For land parcels acquired or sold, existing information (i.e.
deeds, transfer documents, known costs) should be collected by the City and include, location,
description, acquisition date and cost, and source of funds. All additions and disposals will be recorded
in the database of information and reflected in the final reports.
Machinery. Furniture & Eauinment (6/30/181
A detailed inspection and field inventory will be conducted at all buildings, identifying each capital asset
by location; building and room. All assets included in our inventory and appraisal will be recorded and
categorized by major account. This segregation of items will assist in reporting asset valuation totals for
capital asset reporting formats. AssetWorks LLC appraisers will apply bar code tags to any applicable
asset without a tag and enter the tag numbers along with all the corresponding asset information into
the database. Our base fee includes the cost of all tags.
Capital Assets - All assets with an original unit cost of $10,000 or more, and having :an estimated useful
life of two years or greater will be inventoried and identified individually and capitalized in the resulting
reports and,data.
Proposal to Provide Professional Asset Stewardship Services to the
City Gilroy .SCRWA
pecer mber 6, 2 016 ¢S S e }.q R
K S
Page -4-
Infrastructure (6/30/19)
The AssetWorks LLC Project Manager will work directly with City personnel in order to record, categorize
and value components of Infrastructure that have been implemented by the City. This requires the
participation of appropriate City personnel involved with Infrastructure projects being reported. The
data needed for proper reporting will be identified by the AssetWorks LCC Project Manager: City
personnel will work to identify the format in which the information or data exists and the available
methods for "transfer. Upon completion onsite, the formatting and reporting will take place:along with
any valuations needed.
Fieldwork Closeout Meeting
Upon completion of onsite work each year, the Project Manager will have a final closeout meeting to
address any outstanding issues and truly ensure that fieldwork is complete. This is a good point for final
transfer of City provided data and for the City to make inquiries about past or nextsteps.
Proposal to Provide Professional Asset Stewardship Services to the
Gilroy 6
Deco mber 6, 2 01 A S S e t V p
K S
Page -5-
3. COSTING AND VALUATION METHODOLOGY
The offsite valuation portion of the project entails the research and calculations necessary to formulate
historic costs. The project manager and quality control supervisor work hand -in -hand to ensure the
integrity of the data. The focus is on completeness, accuracy and proper formatting of all data prior to
final processing and delivery.
Our investigation of the property will follow generally accepted appraisal techniques and will include the
use of specific techniques necessary to develop valid and acceptable original cost and date of acquisition
for each asset. This includes use of the straight -line method of'depreciation. We will determine original
cost by using the following costing methods:
The Direct Costing method will be used where historical data is readily available from City records. The
actual purchase cost and acquisition date will be maintained for those.assets.
The Standard Costing is used when inventoried property units /groups not reconciled to a historical
record receive an estimated cost, where possible, based upon a standard cost (a known average
installed cost for a like unit) at the estimated acquisition date.
The Normal Costing method will be used where no historical information is readily available. These
assets will be valued on a current basis and back- trended to an estimated date; of acquisition to estimate
the original cost. During the costing and valuation procedures, all items will be assigned a useful life. The
useful life of an item will determine its'approximate replacement year.
During the course of the valuation research, our appraisers will examine all assets to determine original
cost, defined as follows:
ORIGINAL COST is the amount originally paid to acquire the asset, including such cost asset -up charges;
transportation; taxes; engineering and architectural fees; and title insurance. If an asset was donated or
bought for a nominal sum, GAAP requires that the asset be accounted for at market value as of the date
of acquisition.
Proposal to Provide Professional Asset Stewardship Services to the
City of Gilroy & Asset A V l R K S
December 6, 2016 16 /`'� V
Page -6-
4. DELIVERABLES
Draft summary and detail reports will be sent to the City via email in a .pdf format for review. The City
will have the opportunity to review the draft reports and request alterations as needed.
The final reports will be presented in an easy -to -read format. A narrative section that will certify our
appraisal and document our procedures will precede your reports. Your reports will annually include:
Letter of Certification
Accounting. Reports
Electronic Reports
$
Data File
Proposal to Provide Professional Asset Stewardship Services to the
City of Gilroy
December6, 2 016 A S S e } V R
K S
Page -7-
5. TERMS AND CONDITIONS
1) AssetWorks LLC shall provide guidance to the City in determining the data required for purposes
of the contemplated services. The City further agrees to provide all data specifically requested,
including documentation and information to AssetWorks LLC in a timely manner. AssetWorks
LLC shall assume without incurring liability therefore, that all data so provided is correct and
complete.
2) In the event that the City provides additional an /or corrected data, documentation and
information at a later date, AssetWorks LLC's efforts with respect to such additional and /or
corrected data, documentation and information shall be deemed additional services and
compensated in addition to the fees .set forth herein based on applicable hours, professional
fees and expenses.
3) The City acknowledges project completion upon delivery of final reports. Final report delivery
occurs only upon either acceptance of the preliminary reports data by the City or upon the
Passing of the two-week (10 business days) period of time after preliminary report delivery,
whichever comes first.
4) The fees proposed in this contract are valid for a period of 90 days.
5) To the extent a claim is not covered by the required insurance, each party agrees that each
party's total liability for any and all damages whatsoever arising out of or in any way related to
this Agreement from any cause, including but not limited to negligence, errors, omissions, strict
liability, breach of contract or breach of warranty shall not, in the aggregate; exceed the total
amount of this Agreement. To the extent a claim is covered by the required insurance, each
party's total liability will be limited to the amount of required insurance.
6) City and AssetWorks LLC shall each retain ownership of, and all right, title and interest in and, to,
their respective pre - existing Intellectual Property, and no license therein, whether express or
implied, is granted by this Agreement or as a result of the Services performed hereunder. To the
extent the parties wish to grant to the other rights or interests :in pre- existing Intellectual
Property, separate license agreements on mutually acceptable terms will be executed.
7) AssetWorks LLC will invoice for 70% of fees during the fieldwork portion of the project with the
final contract amount invoiced with our draft reports. - Invoices are due: within 30 days of
receipt, and past due amounts may be subject to late fees of 1 % percent per month.
Proposal to Provide Professional Asset Stewardship Services to the
City of Gilroy & SCRWA
December 6, 2016
Page -8-
A s s e t WR K S
6. PROJECT FEES 8e AUTHORIZATION
Please return a copy of this executed agreement to the attention of the undersigned via fax at (310)
470 -4903 and the original project fees page mailed back to this office. All professional fees outlined
below are in US Dollars and include out -of- pocket expenses. The TOTAL investment is as follows:
Professional Inventory & Valuation Services
Year 2017 (Buildings /Land Parcels) $ 5,800
Year 2018 (Machinery, Furniture & Equipment) $ 7,500
Year 2019 (Infrastructure) $5.80 0
Total Combined Fee - $19,100
Please let me know if you have any questions regarding our proposed. services. We.look forward to our
continued partnership with the City and.working with you on this important project.
RESPECTFULLY OFFERED BY:
AssetWorks LLC
Gregory N. Friz
Managing Director
December 6, 2016
ACCEPTED BY:
City of Gilroy
Sig 1 ure
Name g
V'i N y K tp f e fi' i,
Title
Date
CERTIFICATE OF INSURANCE
NAMED INSURED This Certificate is issued as a natter of information only and confers no rights upon the
cenrficata holder. This certificate does not amend, extend or alter the coverage afforded by
CONSTELLATION SOFTWARE INC. and the lic es below.
ASSETWORKS LLC INSURANCE COMPANIES AFFORDING COVERAGE
COMPANY
APPRAISAL DIVISION
A Zurich Insurance Company Ltd. (AM Best# 085095, Rating A-)
998 OLD EAGLE SCHOOL RD.
WAYNE, PA 19087
CERTIFICATE HOLDER
COMPANY
B Travelers Indemnity Company of Connecticut (AM Best # 004461, Rating
CITY OF GILROY
A + +)
7351 ROSANNA STREET
COMPANY
C
GILROY, CA 95020
COMPANY
D
COMPANY
E Zurich American Insurance Company (AMSest #002563, RatingA +)
COVERAGES
This:is to certify that the policies of Insurance listed below have been issued to the insured named above for the policy period indicated, notwithstanding any requirement, term or condifion of any contract or
other document with respect to which this certificate may be issued or may pertain. The insurance afforded by the policies described herein is subiect to all the terms, exclusions and conditions of such policies.
LIMITS ARE IN U.S. DOLLARS UNLESS INDICATED OTHERWISE.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE
CO
POLICY NUMBER
POLICY
POLICY
LIMITS OF LIABILITY
LTR
EFFECTIVE DATE
EXPIRATION DATE
1MM/DD
/MMIDD
COMMERCIAL GENERAL LIABILITY $ 1,000,000 EACH OCCURRENCE
OCCURRENCE BASIS E GLO8249874 2016/09127 2017/09/27 -
INCLUDING: $ 10,000,000 GENERAL AGGREGATE
PRODUCTS AND COMPLETED OPERATIONS
CROSS LVIBIUTY/ SEVERABILITY OF INTERESTS I BLANKET CONTRACTUAL LIABILITY $ 1,000.000 PRODUCTS- COMPLETED
PERSONAL INJURY tomoo0 LIMIT. ADVERTISING LIABILITY 51.000,000 LIMIT OPERATIONS AGGREGATE
TENANT'S LEGAL LIABILITY 41,000A00 LIMIT. MEDICAL EXPENSES $25,000 LIMIT
WAIVER OF SUBROGATION WHERE REQUIRED BY WRITTEN CONTRACT.
Such insurance as is afforded by the Commercial General Liability coverage on this policy Will be considered as primary insurance, not contributory and not excess of any other insurance.
AUTOMOBILE LIABILITY
E
SAP8249865
2016/09/27
2017/09/27
$ 1,000,000
EACH OCCURRENCE
- NON-OWNED &HIRED
UMBRELLA LIABILITY
A
8838706
2016/09/27
2017/09127
$ 14,000,000
�CEBNJTHE
AGGREGATE
NOT APPLICABLE
PROFESSIONAL LIABILITY AND
TECHNOLOGY ERRORS S OMISSIONS
E
IPRO435933200
2016/09/27
2017/09/27
$ 5,000,000
PER CLAIM &'IN THE AGGREGATE
CLAIMS MADE BASIS
'
5500,000 DEDUCTIBLE -
RETROACTIVE DATE: MAY 1. 1999
NOT APPLICABLE
NOT APPLICABLE
NOT APPLICABLE
WORKERS COMPENSATION &
E.L.:
EMPLOYER'S LIABILITY
B
HE- UB- 61-110458 -1 -16
2016109;27
2017/09127
$ 1,000,000
-EACH ACCIDENT
C- SrAnrMRYLTS
W /M
-EACH DISEASE/ EMPLOYEE
INCLUDING WAIVER OF SUBROGATION WHERE
- DISEASE POLICY LIMIT
REQUIRED. BY WRITTEN CONTRACT EXCEPT WHERE
PROHIBITED BY LAW
DESCRIPTION OF OPERATIONS t LOCATIONS ) SPECIAL PROVISIONS`.
CITY OF GILROY, RS OFFICERS AND EMPLOYEES is added as Additional Insured with respect to the Commercial General Liability policy, but only with respect to liability arising out of the operations
of the Named Insured.
BROKER
CANCELLATION
Arthur J. Gallagher Canada Limited
Should any of the above described policies be cancelled before the expiration date thereof, the issuing
120 South Town Centre Blvd.
company Wil endeavour to mail 30 days written notice to the certificate holder named above. Failure to
Markham, ON L6G 1 C3
mail such notice shall impose no obligation or liability of any kind upon the company, its agents or
representatives
SIGNATURE OF AUTHORIZED REPRESENTATIVE
PRINT NAME
DATE (YYYY/MM/DD)
v
JULIE ROGERS
2016/09/20
Additional Insured — Automatic — Owners, Lessees Or
WIM
Contractors ZURICH
Policy No.
Exp. Date of Pol.
Eff. Date of End.
Agency No.
Addl- Prem.
Return Prem.
GLO8249874
127 Sept 2017
127 Sept 2016
1
Included
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT.CAREFULLY.
Named Insured: Constellation Software Inc.
Address (including ZIP Code):
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
A. Section II --Who Is An Insured is amended to include as an insured any person or organization who you are required to
add as an additional insured on this policy under a written contract or written agreement.
B. The insurance provided to the additional insured person or organization applies only to "bodily injury", "property damage"
or "personal and advertising injury" covered under SECTION I - Coverage A - Bodily Injury And Property Damage
Liability and Section I - Coverage B - Personal And Advertising Injury Liability, but only with respect to liability for
"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf; and resulting directly from:
a. Your ongoing operations performed for the additional insured, which is the subject of the written contract or
written agreement; or
b. "Your work" completed as included in the "products - completed operations hazard ", performed for the additional
insured, which is the subject of the written contract or written agreement.
C. However, regardless of the provisions of paragraphs A. and B. above:
L We will not extend any insurance coverage to any additional insured person or organization:
a. That is not provided to you in this policy; or
b. That is any broader coverage than you are required to provide to the additional insured person or organization in
the written contract or written agreement; and
2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of
a. The Limits of Insurance provided to you in this policy; or
b. The Limits of Insurance you are required to provide in the written contractor written agreement.
Includes copyrighted material of Insurance Services Office, Inc., with its permission. U -GL- 1175 -B CW (32007)
Page. I of 2
The insurance provided to the additional insured person or organization does not apply to:
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render
any professional architectural, engineering or surveying services including:
1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field
orders, change orders or drawings and specifications; and
2. Supervisory, inspection, architectural or engineering activities.
D. The additional insured must.see to it that:
1. We are -notified as soon as practicable of an "occurrence" or offense that may result in a claim;
2. We receive written notice of a claim or "suit" as soon as practicable; and
3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by
another insurer under which the additional insured may be an insured in any capacity. This provision does:not apply
to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires
that this coverage be primary and, non- contributory.
E. For the coverage provided by this endorsement:
1. The following paragraph is added to Paragraph 4.a. of the Other Insurance Condition of Section IV — Commercial
General Liability Conditions;
This insurance is primary insurance as respects our coverage to the additional insured person or organization, where
the written contract or written agreement requires that this insurance be primary and non - contributory. In that event,
we will not seek contribution from any other insurance policy available to the additional insured on which the
additional insured person or organization is a Named Insured.
2: The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV = Commercial
General Liability Conditions:
This insurance is excess over:
Any of the other insurance, whether primary, excess, contingent or on any other basis,, available to an additional
insured, in which the additional insured on our policy is also covered as an additional insured by attachment of an
endorsement to another policy providing coverage for the same "occurrence", claim or "suit". This provision does
not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy
is required by written contract or written agreement to provide coverage to the additional insured on a primary and
non- contributory basis.
G. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing
the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified
additional insured. .
Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as written.
Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL -I 175-B CW (32007)
Page 2 of 2