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Michael Baker International - 2017 Agreement for High Speed Rail Peer ReviewAGREEMENT FOR SERVICES (For contracts over $5,000 - CONTRACTOR) This AGREEMENT made this 1 st day of September, 2017, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Michael Baker International, having a principal place of business at 801 S. Grand Avenue, Suite 250, Los Angeles, CA 90017. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on September 1, 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 shall terminate this Agreement regardless of any other provision stated herein. 4"7) In" ifial 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 "C" ( "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. nazr_ ')9a7_nza1 „1 -1- 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 s_ uch times as CONTRACTOR shall determine is n_ ecessa y 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 Ezhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed' 80 -1.48. it. 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 d'escribiri g 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 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. D. 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 A A41;_T)R7 -nU1, ,, -2- 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 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. 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 1. 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. 2. 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. 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, A 1,n -3- 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. 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 bv CONTRACTOR without the prior written consent o_ f -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: e CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; e CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf, e CITY will not withhold state or federal income tax from payment to CONTRACTOR; o CITY will! not make disability insurance contributions on behalf of CONTRACTOR; CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. A WAr-1797 -Mg 1,,1 -4- 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. B. 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. 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: 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 U 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 -5- 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 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 mariner as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by the CITY to complete such services. ARTICLE & 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,hanmless the CITY OF GILROY, its officers, employees, agents and representative§:frorh and,againsi•`a-1l.sui%, claims, demands, damages, costs, causes of action, losses, liabilities, expenses ancli .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. A A9r_7 ,)R7_Kaa4m -6- 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 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, ancestry of any employee, applicant for employment, or any potential subcontractor. 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. A 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. 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 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: Michael Baker International By: A, J , A Name: Micha T 1 Title: Office Exec d e and Vice President Social Security or Taxpayer Identification Number 25- 228638 navr_ooa7_nza1„1 -8- CITY: CITY OF GILROY By. Name: Gabriel A. Gonzalez Title: City Administrator Approved as to Form ,�-Y (�� I City Attorney -9- EXHIBIT "A" SPECIFIC PROVISIONS 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 Don Sepulveda, P.E., 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 arid' professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to comp_ lete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall 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 e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, David Bischoff 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.H. ("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 posts hereunder. CONTRACTOR m may request this deter_ ination of completion when, M` 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. 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 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 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 an y 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 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. Aazr_ "r7_Mr10 -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 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 ,perform_ ante 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 rriediurn 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_ hereunde-r f_or any cause whatsoever. AQZr_ZZa7_nZa+ „1 -3- H. NOTICES. Notices are to be sent as follows: CITY_ : David Bischoff, Special Projects Planning City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Don Sepulveda, -P.E. 801 S. Grand Ave, Suite 250 Los Angeles, CA 90017 I. FEDERAL FUNDING REQUIREMENTS. Q 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 thi's 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. -4'- EXHIBIT "B" SCOPE OF SERVICES See Attached Scope City of Gilroy High Speed Rail Peer Review Scope of Work Description The California High Speed Rail Authority ( CHSRA) is developing the nation's first true high -speed rail (HSR) system within the state of California. The system will allow travel between Los Angeles and San Francisco, in the first phase, in two hours and 40 minutes. The portion of the project impacting the city of Gilroy (City) is identified as the San Jose to Merced segment. Within this segment, the CHSRA has identified two alternatives in the Gilroy area, including a light maintenance facility, as well as a station. Features of these alternatives include: • Downtown Gilroy Alternative —The HSR tracks will be placed on a raised berm or on a viaduct, and includes: • Maintenance Facility —to be placed south of Gilroy. • Gilroy Station —located in downtown Gilroy. • East Gilroy Alternative - HSR tracks on a viaduct or raised berm just east of Gilroy, and includes: • Light Maintenance Facility_ — Light maintenance facility located east of Gilroy. • East Gilroy Station_ The proposed station will be' located on the East Gilroy alternative. These alignments have been proposed with a design speed of over 200 miles per hour to meet the mandated travel time between Los Angeles and San Francisco. Michael Baker International (Michael Baker) will work with the City on the peer review of the CHSRA proposed alignment alternatives. In particular, Michael Baker has been asked to review the following items: o proposed Gilroy area alignments, • proposed station footprints, o proposed rail maintenance facilities, and ancillary operations equipment and utilities, and • feasibility of establishing an alignment and station along Highway 101. This task order outlines the scope of work that will be performed with this peer review assessment. The intention of this task is to analyze the CHSRA work as it pertains to the City and build on what is already known about the alternative alignments and CHSRA facilities. 1. Task 1: Project Management, Meetings Included in this task are the project management activities of budget management, scheduling, and administrative assistance. Michael Baker will manage the project to ensure it stays on schedule and within budget. Page 1 August 23, 2017 2. Task 2: Coordination Meetings Michael Baker will work with the City in attendance at coordination meetings with the CHSRA, its segment consultant, and other corridor partners involved with the high speed rail discussions. Assumption: It is assumed that there will be four (4) meetings with the CHSRA and the other corridor partners. 3. Review CHSRA Alternatives a. Task 3.1: Data Collection and Field Review Michael Baker will gather the relevant information, including reports and memos prepared by the City, which will enable them to complete Task 3. In addition, Michael Baker will gather information from the CHSRA regarding existing conditions. Michael Baker will also generate GIS information for the study of a possible Highway 101 alignment and station. b. Task 3.2: Meeting Meet with the CHSRA and City Staff to review assumptions and understand the previous analysis completed by the City, CHSRA and its consultants. 4. Task 4: Analysis /Feasibility Study a. Task 4.1: Analyze the proposed Gilroy Alignments Review of the CHSRA's assumptions of the Downtown and East Gilroy alternatives, raised berm and viaduct alignments. Identify impacts and implications not previously identified or considered, including: rail lines, street modifications and realignments, and ancillary rail facilities. b. Task 4.2: Review the proposed station footprint Review CHSRA's proposed downtown Gilroy and East Gilroy Station options. Identify impacts and implications not previously identified or considered, including: location of bus access, short- term vehicle parking, kiss and ride, taxi /Ober access, and other operational features to determine the appropriateness of the station location, and identify potential impacts and benefits created by the footprint. c. Task 4.3: Review the proposed light maintenance facility Analyze the two locations of the potential light maintenance station. The location of this facility will be dependent on the alignment selected. The analysis will include overall access and other operational issues. The findings will inform the recommended alignment through Gilroy. d. Task 4.4: Evaluate the feasibility of establishing an alignment and station along Highway 101 Page 2 August 23, 2017 Review of the CHSRA's assumptions and determination regarding the feasibility of a Highway 101 alignment within the highway right -of -way as well as outside the western right -of -way. This analysis will include locating a station and light maintenance facility along the proposed corridor. Deliverable: Draft exhibits showing conceptual alignment configurations if not provided by the CHSRA. e. Task 4.5: Evaluate the feasibility of any additional alignment(s) not yet identified. Michael Baker will conduct a high -level review of the City to determine if there are other feasible alignments not yet identified or considered that would result in fewer impacts to property and businesses. Deliverable: Draft exhibits showing conceptual alignment configurations (if any). 5. Task 5: Final Assessment Documents a. Task 5.1: Final Conceptual Drawings Michael Baker will revise the conceptual drawings based on comments received from the City and the CHSRA. Deliverable: Final conceptual plans b. Task 5.2: Draft Corridor Assessment Michael Baker will prepare a Draft Corridor Assessment Technical Memo. This Memo will address the findings of the analysis of the CHSRA proposed alignments and the potential Highway 101 alignment. In addition, it will address the findings from the alternative(s) developed by Michael Baker, if any. Also included will be an identification of CHSRA contracting, construction, and operational activities which may affect the City, its residents, and its businesses. Recommendations for techniques and approaches for the City to implement to address those activities will also be included. Deliverable: Final Corridor Assessment c. Task 5.3: Final Corridor Assessment The Corridor Assessment Technical Memo will be updated to reflect agency comments on the draft. Deliverable: Final Corridor Assessment Total Task Order Cost: $72,862 Contingency: $7,286 (To be used only upon written authorization from City of Gilroy) Total: $80,148 Page 3 August 23, 2017 EXHIBIT "C" MILESTONE SCHEDULE See Attached 4835- 2267 -03610 LAM04706083 Milestones 1 Tas Task Name Task 1: Project Management, Coordination and Administration Duration Start Finish I August . 7/ Lq 8/ LS/ 1 day Mon 8/28/1' Mon 8/28/1; 1 September I October 8/ 19/ L9/ � .w 19/ 10 L 10 10 10 2 it Notice to Proceed 0 days Mon 8/28/1 ", Mon 8/28/1'7 4 8/28 3 m-'t Task 1.1 Project Management 1 day Mon 8/28/1; Mon 8/28/17 4 -4 Task 2: Coordination Meetings 1 day Mon 8/28/1' Mon 8/28/1; 1 Manual Summary Rollup 5 M Task 2.1: Coordination Meetings 1 day Mon 8/28/1'; Mon 8/28/1 "7 -J Manual Progress 6 -4 Task 3.0: Review Existing CHSRA Alternatives 5 days Mon 8/28/1' Fri 9/1/17 5:1 7 Task 3.1: Data Collection and Field Review 5 days Mon 8/28/1; Fri 9/1/17 5:( 8 Task 3.2: Meeting Concerning Assumptions 1 day Mon 8/28/1; Mon 8/28/1 "7 9 fi Task 4.0: Analysis / Feasibilty Study 15 days Mon 9/4/17 Fri 9/22/175 10 M4 Task 4.1: Analyze the Proposed Downtown Gilroy Alignment 15 days Mon 9/4/17 Fri 9/22/175 11 Task 4.2: Review the Proposed Station Footprint 15 days Mon 9/4/17 Fri 9/22/175 12 % Task 4.3: Review the Proposed Light Maintenance Facility 15 days Mon 9/4/17 Fri 9/22/17 5 13 Task 4.4: Evaluate the Feasibility of Establishing an Alignment 15 days Mon 9/4/17 Fri 9/22/17 5 Along Highway 101 14 Task 4.5: Evaluate the Feasibility of any Additional Alignment(s) 15 days Mon 9/4/17 Fri 9/22/175 Not Yet Identified. 15 Task 5.0: Final Assessment Drawings 22 days Mon 9/25/1' Tue 10/24/1. 16 R4 Task 5.1: Final Conceptual Drawings 5 days Mon 9/25/1. Fri 9/29/17 5 17 44 Task 5.2: Draft Corridor Assessments 10 days Wed 9/27/1-, Tue 10/10/1; 18 % Task 5.3: Final Corridor Assessment Memo 10 days Wed 10/11/: Tue 10/24/1; Page 1 Task ' "" Inactive Summary External Tasks Split ... Manual Task External Milestone Milestone Duration -only Deadline Project: City of Gilroy Peer Review Study Summary Manual Summary Rollup Progress Date: Wed 8/30/17 4:44 PM Project Summary �°`° "`° °°`' Manual Summary - -J Manual Progress Inactive Task Start-only I Inactive Milestone Finish -only Page 1 EXHIBIT "D" PAYMENT SCHEDULE Payments to be made monthly upon receipt of invoices. 4835 - 2267 -03610 LAC104706083 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 10112/2017 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 Aon Risk Services Central, Inc. Pittsburgh PA Office CCOOINTACT (A/C No,Ext) (866) 283 -7122 No.) (800) 363 -0105 E-MAIL ADDRESS Dominion Tower, 10th Floor 625 Liberty Avenue INSURER(S) AFFORDING COVERAGE NAIL# Pittsburgh PA 15222 -3110 USA INSURED INSURER A• XL insurance America Inc 24554 Michael Baker International, Inc 5 Hutton Centre Drive Suite 500 INSURER B: Liberty Mutual Fire Ins Co 23035 INSURERC Liberty Insurance Corporation 42404 Santa Ana CA 92707 USA INSURERD- Lloyd's Syndicate No. 2623 AA1128623 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 570068930337 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 BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WIVD POLICY NUMBER MWDD MWDDKYYY LIMITS X COMMERCIAL GENERAL LIABILITY TB EACH OCCURRENCE $2,000,000 General Liability $300,000 CLAIMS-MADE X❑ OCCUR PREMISES Ea ocdumence - MED EXP (Any one person) $10,000 PERSONAL 8 ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 POLICY ❑ PRO FX� LOC JECT PRODUCTS - COMP /OP AGG $4,000,000 OTHER B AUTOMOBILE LIABILITY As2- 681 - 004145 -727 08/30/2017 08/30/2018 COMBINED SINGLE LIMIT a ccr ent $2,000,000 Commercial Auto - AOS BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED PROPERTY DAMAGE DAMAGE Per =, ONLY AUTOS ONLY X UMBRELLA LUIB X OCCUR US00079952LI17A 08/30/2017 08/30/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS -MADE Umbrella AGGREGATE $10,000,000 DED I X RETENTION $10, 000 C WORKERS COMPENSATION AND wA768D004145777 8 U§707=18 X PER STATUTE OTH- ER EMPLOYERS'LIABILITY YIN workers Comp - AOS E L EACH ACCIDENT $1,000,000 ANY PROPRIETOR / PARTNER I EXECUTIVE OFFICER/MEMBER EXCLUDED? N (Mandatory In NH) ❑ NIA A E L DISEASE -EA EMPLOYEE $1,000,000 It gas, describe under DESCRIPTION OF OPERATIONS below E L DISEASE- POLICY LIMIT $1,000,000 D E&O -PL- Primary PSDEF1700460 08/31/2017 08/31/2018 Per Claim $5,000,000 Professional Liab. and CP Aggregate $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: Project Name: All Operations. City of Gilroy, its officers, officials and employees are included as Additional Insured in accordance with the policy provisions of the General Liability policy. x 0 LU w 0 U ED a m Iw c m a `m 'o O 2 M rn 0 0 n O Z m l0 V r CD V CERTIFICATE HOLDER CANCELLATION -n SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna Street Gilroy CA 95020 USA tiKi'OS8 i�% GAS t/iLE9� �O� ✓ 97�L r ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Policy Number TB2- 681 - 004145 -717 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Change Endorsement Named Insured Endorsement number Michael Baker International, LLC 014 The following changes are effective as of the effective dates shown below and will terminate with the policy. All other provisions of the policy remain unchanged. Change Description Effective Date: 10/13/2017 The following form(s) are added per attached: Additional Insured - Designated Person or Organization, Form CG 20 26 0413 Issued- 10/13/2017 BB IC 99 99 07 09 © 2008, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 POLICY NUMBER: TB2- 681 - 004145 -717 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Gilroy, Its Officers, Officials and Employees 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 your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. 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. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1