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TJKM - 2017 Agreement for On-Call Traffic Engineering ServicesAGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 17`h day of April, 2017, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: TJKM, having a principal place of business at 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 18, 2017 and will continue in effect through June 30, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement s ll terminate this Agreement regardless of any other provision stated herein. IWritial 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 tern 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 0 -1- LAC104706083 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 $15,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due, according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835- 2267 -03610 _2_ LAC104706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835- 2267 -03610 -3- LAM04706083 including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835- 2267 -0361 v1 -4- LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. -Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835 - 2267 -03610 _5 LACk04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835 - 2267- 0361v1 -6- 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 be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on. the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835 - 2267 -03610 _7_ LAQ04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: TJKM By: 4540�: Name: Ruta larl7wala Title: Principal Social Security or Taxpayer Identification Number 94- 2239515 4835- 2267 -03610 -g- LAC104706083 CITY: CITY OF GILROY By: Ly—)'�'- C��— Name: Kristi Abrams Title: Community Development Director Approved as to Form 4rT, I City A torney 4835 - 2267- 0361v1 9 LAC104706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Ruta Jariwala, Principal, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Mayra Cervantes. En ing eer I shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835 - 2267 -03610 LAC104706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835 - 2267- 0361v1 LAC104706083 -2- D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835- 2267 -0361 A _3 _ CAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Mayra Cervantes, Engineer I City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Ruta Jariwala, Principal TJKM 4305 Hacienda Drive, Suite 550 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- 0361vi -4_ LAC104706083 EXHIBIT "B" SCOPE OF SERVICES 4835- 2267 -0361 v1 LAC104706083 March 17, 2017 Michael Fisher, P.E. Interim Transportation Engineer Engineering Division, Public Works Department City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 (408) 846 -0451 office, extension 277 (408) 846 -0429 fax Michael.Fisher @ci.gilroy.ca.us Proposal sent via email to address above. Dear Mr. Fisher, Thank you for the opportunity to provide a task order proposal as part of our Traffic Engineering On Call services Program for the preparation of plans for enhanced pedestrian and bicycle improvements along First Street. It is our understanding that the City was awarded a $15,000 County PHD grant to engage a transportation consultant to prepare recommendations for pedestrian and bicycle improvements on First Street between Monterey Street and Santa Teresa Blvd. PROPOSED SCOPE OF WORK The project is broken down into the following tasks: 1) Survey of existing conditions 2) Identification of opportunities for pedestrian and bicycle access and safety improvements 3) Recommendations for improvement projects Optional Services: • Meeting with Caltrans (optional) • PDA discussion (to be performed by City) TASK 1 SURVEY OF EXISTING CONDITIONS TJKM will conduct a field reconnaissance of First Street between Monterey Street and Santa Teresa Blvd. We will take pictures of the existing curb ramps, striping and signage conditions and measure the face of curb to face of curb widths within each block. The lane widths within PLEASANTON ♦ SAN JOSE ♦ SANTA ROSA ♦ SACRAMENTO ♦ FRESNO Corporate Office: 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588 ♦ Phone: 925.463.0611 ♦ www.TJKM.com DBE #40772 ♦ SBE #38780 T KM Michael Fisher March 17, 2017 Page 2of4 each block will also be measured. The measurements will be used to scale the basemap up or down accordingly. The basemap will be prepared using Google Earth professional high resolution aerials as a background and the signing and striping improvements will be prepared in AutoCAD format at a 1 " =40' scale. TASK 2 IDENTIFICATION OF OPPORTUNITIES FOR PEDESTRIAN AND BICYCLE ACCESS AND SAFETY IMPROVEMENTS Based on our field reconnaissance and field measurements, we will identify where existing curb ramps would need to be upgraded to ADA requirements, as well as opportunities for bulbout areas to shorten crosswalk distances and provide additional refuge areas. We will also identify bicycle improvements, such as Class II Buffered Bicycle lanes and, if there is additional width available, Class IV Cycle Track lanes as an alternative. The intent of the improvements are to not widen the existing curb to curb widths or reduce the number of lanes along First Street. The bicycle improvements will be consistent with the City's 2040 General Plan which shows a Class II along the 4 -lane portion, between Santa Teresa Blvd. and Wayland Ln., and a Class III east of Wayland, reflecting the transition to 2 lanes to Monterey St. In the memorandum, we will identify the barriers and constraints within the existing roadway width for implementing the Class II bicycle lanes along each block. We will identify options for installing the Class II bicycle lanes, which may involve widening the roadway, acquiring right of way, removing existing parking, or removing left turn lanes or center two way left turn lanes. Deliverable: Technical memo of opportunities and exhibit illustrating the improvement areas. TASK 3 RECOMMENDATIONS FOR IMPROVEMENT PROJECTS Based on input from the City on the memo prepared in Task 2, TJKM will prepare a conceptual exhibit of the recommended bicycle and pedestrian improvements. The exhibit will be prepared of the proposed improvements at a 1 " =40' scale. The proposed improvements will also illustrate curb ramp upgrade locations and possible bulbout areas at crosswalk locations. The exhibit will illustrate the proposed signage locations and type and the striping detail based on Caltrans Standard Plans. A brief technical memorandum will discuss the preferred alternative and reasons why various options were eliminated from consideration. The order of magnitude construction costs of the recommendations will be included in the memo. Deliverable: Electronic .pdf of the Technical memo and recommended bicycle and pedestrian improvement exhibit. OPTIONAL TASK A: MEETING WITH CALTRANS DISTRICT 4 STAFF Michael Fisher March 17, 2017 Page 3 of 4 TJKM will arrange one meeting with the City staff and Caltrans District 4 Bicycle Coordinator representative to discuss the project and gain input into proposed plans by Caltrans or near term projects along First Street planned by Caltrans. OPTIONAL TASK B: PDA DISCUSSION As part of the conceptual exhibit, TJKM will include a section prepared by the City staff on Planned Development Areas in the City and how the City can designate this area as a PDA for future funding sources. The City will provide the text to TJKM in a word .doc format for insertion into a technical memorandum. BUDGET Based on the scope above, the followinq breakdown is per task: Task Fee 1. Survey of Existing Conditions $2,000 2. IDENTIFICATION OF OPPORTUNITIES FOR PEDESTRIAN AND BICYCLE ACCESS AND SAFETY IMPROVEMENTS $6,000 3. Recommendations for Improvement Projects $7,000 TOTAL Base Project $15,000 Optional Services Task A: Caltrans Meeting (1) $2,500 Task B: PDA Discussion (To be performed by City) $1,000 Subtotal Optional Services $3,500 TOTAL Base Plus Optional Services $18,500 TJKM will invoice on a percent complete basis. Terms of the contract will be based on the terms in the On Call Services Master Agreement with the City. Please feel free to call me with any questions. T KM Sincerely, Ruta Jariwala, P.E. Principal Michael Fisher March 17, 2017 Page 4of4 EXHIBIT "C" MILESTONE SCHEDULE 4835 - 2267- 0361v1 LAC104706083 Schedule Pedestrian and Bicycle Improvements along First Street From Monterey Street to Santa Teresa Boulevard ID 8 ITask Name Duration Start Finish April May une uuly u ust 1 ® Project Management Kickoff Meeting / Notice to Proceed Task 1 - Survey of Existing Conditions 76 days 1 day 15 days Mon 4/24/17 Mon 8/7/17 Mon 4/24/17 Mon 4/24/17 Tue 4/25/17 Mon 5/15117 4/24 2 3 4 Field Investigation Prepare Base Map of Existing Conditions Task 2 - Ped /Bike Tech Memo Draft Exhibits for Memo Draft Memo of Improvements City Review Exhibits and Draft Memo Meet with City to Review Comments Task 3 - Recommended Improvements Develop Final Exhibits and Memo City Review Final Exhibits and Memo Finalize Exhibits and Memo 5 days 10 days 30 days 15 days 15 days 14 days 1 day 30 days 10 days 10 days 10 days Tue 4/25/17 Mon 5/1/17 Tue 5/2/17 Mon 5/15/17 Tue 5/16/17 Mon 6/26117 Tue 5/16/17 Mon 6/5/17 Tue 5/16117 Mon 6/5/17 Tue 6/6/17 Fri 6/23/17 Mon 6/26/17 Mon 6/26/17 Tue 6/27/17 Mon 8/7/17 Tue 6/27/17 Mon 7/10/17 Tue 7/11/17 Mon 7/24/17 Tue 7/25/17 Mon 8/7/17 ; 5 6 7 8 9 10 11 12 13 14 Task Project Summary • • Start-only Milestone ♦ Group By Summary Finish -only Summary Inactive Milestone External Tasks Project: schedule Rolled Up Task Inactive Summary External Milestone Date: Wed 4/19/17 Rolled Up Milestone O Manual Task Progress Rolled Up Progress Duration -only ,,,,,,,,,,,,,,,,,,,,,, Deadline Split Manual Summary Rollup External Tasks Manual Summary EXHIBIT "D" PAYMENT SCHEDULE 4835- 2267- 0361v1 LAC104706083 BUDGET Based on the scope above, the following breakdown is per task: Task Fee 1. Survey of Existing Conditions $2,000 2. IDENTIFICATION OF OPPORTUNITIES FOR PEDESTRIAN AND BICYCLE ACCESS AND SAFETY IMPROVEMENTS $6,000 3. Recommendations for Improvement Projects $7,000 TOTAL Base Project $15,000 Optional Services Task A: Caltrans Meeting (1) $2,500 Task B: PDA Discussion (To be performed by city) $1,000 Subtotal Optional Services $3,500 TOTAL Base Plus Optional Services $18,500 Client#: 491 II 1111 114 LTJ lii ZRi:9 ACORD,.. CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD"YYY) 4/14/2017 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(ids) 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 Dealey, Renton $ Associates P. O. Box 12675 CA 94604 -2675 510 465 -3090 - David C. Eckman CONTACT NAME: Doris A. Chambers PHONE 510 465 -3090 510 452 -2193 A/C No Ext :. A/C, No n oRle ss: dchambers @dealeyrenton.com Oakland, INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Co. of Conn 25682 INSURED INSURER B: Travelers Property Casualty Co 25674 TJKM Transportation Consultants INSURER C: XL Specialty Insurance Co. 37885 2055 Gateway Place, Suite 400 San Jose, CA 95110 -2798 INSURER D: INSURER E: PERSONAL & ADV INJURY INSURER F: GEN'L AGGREGATE LIMIT APPLIES PER: POLICY a JET E] LOC OTHER: 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. LTR TYPE OF INSURANCE 'I ADDL SR SUB WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE 51 OCCUR CONTRACTUAL X X 6800JO39683 4/01 /2017 04/01/2018 $1,000,000 PREMISES EaoccEunance RR KIM $1000000 X MED EXP (Any one person) $10,000 LIABILITY PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY a JET E] LOC OTHER: GENERAL AGGREGATE s2,000,000 PRODUCTS- COMP /OPAGG s2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS X X BA9C242599 4101/2017 04/01/201 COMBINED SINGLE LIMIT Ea accident 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ B X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS -MADE X X CUPOD451898 4/01/2017 04/01/201 E EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? 7 (Mandatory In NH) describe under If DESCRIPTION OF OPERATIONS below NIA X UB4052T603 4/01/2017 04/01/201 PER X OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liability X DPR9912709 4/0112017 04/01/2018 $2,000,000 per Claim $2,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. REF: Service Agreement: Fire Department Personnel Testing. GENERAL LIABILITY /AUTOMOBILE LIABILITY ADDITIONAL INSURED: City of Gilroy, its officers, officials and employees. Commercial General Liability is primary and non - contributory and includes severability of interests per policy form. Cancellation provisions are solely as shown on this certificate. Cancellation: 30 Day /10 Day for Non - Payment of Premium. I City of Gilroy, its Officers, officials and employees SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 7351 Rosanna Street ACCORDANCE WITH THE POLICY PROVISIONS. Gilroy, CA 95020 -0000 ACORD 25 (2014/01) 1 of 1 #S19909051M1983502 AUTHORIZED REPRESENTATIVE ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DAC COMMERCIAL GENERAL LIABILITY Policy Number: 6800JO39683 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omis- sions of such person or organization; or d. For "bodily injury", "property damage" or "per- sonal injury" for which such person or organi- zation has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. f. This insurance does not apply to the render- ing of or failure to render any "professional services ". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance ", the insur- ance provided to the additional 'insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement does not increase the lim- its of insurance described in Section III - Lim- its Of Insurance. h. This insurance does not apply to "bodily inju- ry" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod.of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other in- surance, whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional 'insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) 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 signed that "written contract requir- ing insurance ". But this insurance provided to the additional insured still is excess over valid and CG D3 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you be- fore, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINI- TIONS Section: "Written contract requiring 'insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage. Part, provid- ed that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in ef- fect; and c. Before the end of the policy period. Page 2 Of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission