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Mott MacDonald Group - 2017 AgreementAGREEMENT FOR SERVICES (For contracts of $5,000 or less — DESIGN OR ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 23rd day of June, 2017, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Mott MacDonald Group. inc... having a principal place of business at 1300 -B First Street, Gilroy, CA 95020. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 23, 2017 and will continue in effect through June 30, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. 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 Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. 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. 4851- 9718 -06970 LAC \04706083 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. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall detennine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit "B ", "Payment Schedule ". Invoices CONTRACTOR shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed 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 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. Expenses CONTRACTOR 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 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 responsible for any expenses incurred by CONTRACTOR in performing services for CITY. -2- 4851- 9718 -06970 LAC104706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers' Compensation CONTRACTOR agrees to provides 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 attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. Indemnification of Liability, Duty to Defend A. As to professional 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, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions 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. B. As to other 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. Insurance -3- 4851- 9718- 0697v1 LAC104706083 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; 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, CONTRACTOR 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, CONTRACTOR 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. 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. 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: *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; *CITY will not make disability insurance contributions on behalf of CONTRACTOR; *CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. -4- 4851- 9718- 0697v1 LAM04706083 ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable tunes following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. 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. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following Bankruptcy or insolvency of either party; Sale of the business of either party; Death of either party. 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: Not performing any of its services professionally and /or timely. 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 satisfactorily completed through the date of the tenrimation 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 "B" 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 -5- 4851- 9718 -06970 LAC104706083 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. 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 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. 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 1s 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 its services, and shall act in such a manner as to facilitate any new CONTRACTOR'S assumption of duties. ARTICLE S. GENERAL PROVISIONS 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 a party at the address appearing below such party's signature below, 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. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either 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. Any modification of this Agreement will be effective only if it is in writing signed by both parties. Partial Invalidity -6- 4851- 9718- 0697v1 LAM04706083 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. 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. The 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 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. 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 the 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 or ancestry of any employee, applicant for employment, or any potential subcontractor. 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. 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 or provisions of any jurisdiction. The -7- 4851- 9718- 0697v1 LAC104706083 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. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: Mott MacDonald Group, Inc. By: 2_ A— Leo Trujillo, Principal Engineer (Print Name) Address for Notices: 1300 -B First Street Gilroy, CA 95020 Attn: Leo Trujillo Social Security or Taxpayer Identification Number: 22- 3831806 CITY: CITY OF GILROY Bv: 4-- Girum Awoke, Public Works Director I-1111, Name) Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator Approved as to Form: City Attorney By: Title: -8- 4851- 9718-0697v1 LAC104706083 EXHIBIT "A" i. SCOPE OF SERVICES The scope of services will be as set forth in the attached Exhibit "B ". ii. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence services upon delivery to CONTRACTOR of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has satisfactorily completed all of the services defined under 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 satisfactorily completed all of the services under 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 satisfactorily completed all of such services, CiTY shall so inform CONTRACTOR within this two (2) week period. Ii1. SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "B ". IV. DIRECT EXPENSES Direct expenses are charges and fees not included in the Scope of Services described above. 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. III. GENERAL 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, -9- 4851- 9718 -06970 LAC104706083 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 to the same discipline in the State of California. 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. The CITY'S review, acceptance or payment for any of the services required under this Agreement 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 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 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. D. 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. E OWNERSHIP OF MATERIAL All material (including information developed on computer(s)) prepared (or caused to be prepared) under this Agreement shall be the property of CITY. F. 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. G. WAVER. -10- 4851- 9718 -06970 LAM04706083 CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of perfonmance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement H. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto I. 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. J. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation 4851 - 9718 -06970 LA004706083 EXHIBIT "B" PAYMENT SCHEDULE -12- 4851- 9718 -0697v1 LAC104706083 1�1 lr`OTT MACDONALD Michael Fisher City of Gilroy Public Works Department 7351 Rosanna Street Gilroy, CA 95020 1300 -B First Street Gilroy CA 95020 United States of America T +1 (408) 848 3122 F +1 (408) 848 2202 www.mottmac.com/americas RE: Welburn Avenue Traffic Calming Data Collection March 15, 2017 Dear Michael: Mott MacDonald is pleased to submit this proposal for transportation - related services for data collection associated with traffic calming evaluation on Welburn Avenue, Gilroy, California. Based on coordination with and direction from you our scope of work will cover the following: 1. Volume Data — 24 -hour weekday and weekend bi- directional traffic volume counts at four (4) locations; two locations along Welburn Ave, one location along Ousley Drive, and one location on Mantelli Drive. Once collected, the data will then be compiled and presented to City staff. Analyses of the data is not included in our scope of work for this project. The raw data will be supplied to the City for the task above. If any analysis of the data is desired, these services can be provided upon request from the City of Gilroy. The total estimated not -to- exceed fee for these services is $2,438. The terms of this agreement would be subject to the agreement between the City of Gilroy and Mott MacDonald, of which this scope of work would become an amendment to said agreement. If you have any questions regarding the contents of this proposal or need additional information, please do not hesitate to contact me. Thank you for the opportunity to assist you with this project. Respectfully submitted, Leo Trujillo, PE, TE Principal Engineer D (408) 848 -5263 F (408) 848 2202 Leo.trujillo @mottmac.com enclosures Attachment A Welburn Ave Traffic Calming - Data Collection Gilroy, CA Fee Estimate Submitted by Mott MacDonald March 15, 2017 Project Work Task Personnel and Hourly Billing Rates Total Hour Data Collection Agency Total Fee Vice President Principal Engineer Project Engineer Engineer ll $310 $247 $197 $110 1. 7-day, 24 -hour traffic counts 4 locations 4 4 $1,650 $2,438 Total Hours : 0' 0 4 j 0 4 Staff Expenses : , $0 $0 $788 1 $0 $1,650 $2,438 Travel Expenses: Printing, Shipping, etc.: $0 $0 Total Costs : $2,438 Notes: 1. This fee estimate is based on hourly rates effective until December 2017. 16 -HR B01- Rev2.xls Page 1 of 2 A ® ® CERTIFICATE OF LIABILITY INSURANCE �C� DATE (MM/DDIYYYI) 09/12/2017 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(ies) must have ADDITIONAL INSURED provisions or 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 Willis of New Jersey, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: PHONE FAX 1- 877- 945 -7378 (A/C. No) 1- 888 - 467 -2378 E-MAIL certificates @willis.com ADDRESS INSURE NS) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURER Fireman Ia Fund Insurance Company 21873 INSURED Mott MacDonald, LLC 111 Wood Avenue South INSURER Travelers Property Casualty Company of Ame 25674 INSURER American Automobile Insurance Company 21849 INSURER Underwriters at Lloyd's London 15792 Iselin, NJ 088304112 INSURER E INSURER F $ 1, 000 , 000 COVERAGES CERTIFICATE NUMBER: W3492365 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEE_ N REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM /DDIYYYY POLICY EXP MM / OD LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 CLAIMS -MADE X OCCUR PREMISES DAMAGE Ea occurrence $ 1, 000 , 000 MED EXP (Any one person) $ 10,000 A y y MZX80979493 06/30/2017 06/30/2018 PERSONAL 8 ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2,000,000 POLICY PRO- JECT a LOC [PRODUCTS - COMP/OPAGG $ 2,000,000 S OTHER AUTOMOBILE LIABILITY (CEO, acodent BINED SINGLE LIMIT $ 2,000,000 X BODILY INJURY (Per person) S ANY AUTO A OWNED - SCHEDULED AUTOS ONLY AUTOS y HZX80979493 06/30/2017 06/30/2018 BODILY INJURY (Per accident) S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE ZUP- 15591842 -17 -NF 06/30/2017 06/30/2018 DIED I X I RETENTION $ 10, 000 S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/M EMBER EXCLUDED7 No (Mandatory In NH) N/A y WZP81041085 06/30/2017 06/30/2018 X PER OTH- STATUTE ER EL EACH ACCIDENT $ 1,000,000 EL DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT S 1,000,000 D Professional Liab. B08012038BP17 06/30/2017 06/30/2018 Per Claim /Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 07/26/2017 WITH ID: W3088681. Division #NCA /SBA. Re: Mott MacDonald Project No. 380012, Welburn Ave Traffic Calming. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna Street /( Gilroy, CA 95020 (y ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR ID 15046862 BATCH 443805 AGENCY CUSTOMER ID: LOC #: ACO ADDITIONAL REMARKS SCHEDULE Page 2 of 2— AGENCY NAMED INSURED Willis of New Jersey, Inc. Mott MacDonald, LLC 111 Wood Avenue South Iselin, NJ 088304112 POLICY NUMBER See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 E—FTECTFVE ­­DATE See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance_ City of Gilroy, its officers, officials and employees are named as Additional Insureds, per the attached endorsement. General Liability policy shall be Primary and Non - Contributory with any other insurance in force for or which may be purchased by Additional Insureds as agreed to by written contract. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability and Worker's Compensation as agreed to by written contract for all states as permitted by law ACORD 101 (2008101) U ZOOS AGUKU GUKPUKA I IUN. Au rlgnts reservea. The ACORD name and logo are registered marks of ACORD SR ID: 15046862 BATCH 443805 CERT W3492365 Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization - CG 20 10 04 13 Policy Amendment(s) Commercial General Liability Insured: Mott MacDonald Group, Inc. Producer: Willis of New Jersey, Inc. Policy Number: MZX80979493 Effective Date: 06/30/2017 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations City of Gilroy, its employees, officers, officials, All Projects and volunteers 7351 Rosanna Street Gilroy, CA 95020 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to bodily injury or property damage occurring after: All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or This Form must be attached to Change Endorsement when issued after the policy is wntten One of the Fireman's Fund Insurance Companies as named in the policy Secretary President CG2010 4 -13 + Insurance services Office, Inc , 2012 Page 1 of 2 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: CG2010 4 -13 + Insurance Services Office, Inc , 2012 If coverage provided to the additional Insured Is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 Additional Insured - Owners, Lessees or Contractors - Completed Operations - CG 20 37 04 13 Policy Amendment(s) Commercial General Liability Insured: Mott MacDonald Group, Inc. Producer: Willis of New Jersey, Inc. Policy Number: MZX80979493 Effective Date: 06/30/2017 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Products /Completed Operations Liability Coverage Part Schedule Name Of Additional Insured Person(s) Location And Description Of Or Organization(s) Completed Operations City of Gilroy, its employees, officers, officials, All Projects and volunteers 7351 Rosanna Street Gilroy, CA 95020 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury or property damage caused, in whole or in part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the products- completed operations hazard. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. This Form must be attached to Change Endorsement when issued after the policy is written One of the Fireman's Fund Insurance Companies as named in the policy Secretary CG2037 4 -13 + Insurance Services Office, Inc , 2012 President Courtesy Notice of Cancellation for Other Than Nonpayment of -Premium to Designated Entities - 145977 01 11 Policy Amendment Policy Number. Policy Number: MZX80979493 Effective Date- 06/30/2017; WZP81041085 Effective Date 06/30/2017 General Liability, Auto Liability, Workers Compensation Schedule Name and Address of Person(s) or Organizations Number of Days Notice if other than 10 days: On File with Carrier, as required by written contract Canacellation Number of Days Notice- 60 When we don't Renew (Non - Renewal)- 30 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. This policy is amended as follows- A. If We cancel this policy prior to expiration for any reason other than non payment of premium or at Your request, and we have been notified that You are required under a current contractual obligation to notify a certificate of insurance holder or holders when this policy is canceled, then We will endeavor to mail or deliver a copy of such written notice of cancellation to the certificate holder(s) shown in the Schedule above, as follows: 1. To the name and address corresponding to each certificate of insurance holder indicated in the Schedule above; and 2. At least 10 days prior to the effective date of the cancellation, as shown in our notice to the first Named Insured, or, if indicated, the longer number of days notice shown in the Schedule above B. Notwithstanding the foregoing, such notice of cancellation is provided on an informational basis and solely to assist You in informing the certificate of insurance holder(s) in advance of pending cancellation in coverage to assist you in meeting Your contractual notice requirements to such parties. Our failure to provide such advance notification to the certificate of insurance holder(s) shown in the Schedule of this endorsement will not extend any policy cancellation date, negate any cancellation of the policy, or grant, alter or extend any rights or obligations under this policy and we shall have no liability for any failure to provide the notice(s) as provided herein. All other terms and conditions of this policy remain unchanged. -1 - 1459771 -11 + 2010 Fireman's Fund Insurance Company, Novato, CA All rights reserved P� ,