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TRC Engineers - Construction Management, 15-PW-228 (2018)AGREEMENT FOR SERVICES (For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 19th day of January, 2018, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: TRC Engineer's Inc., having a principal place of business at 650 Suffolk Street, Lowell, MA 01854. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on February 5th, 2018 and will continue in effect through February 5th, 2020 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement 1 terminate this Agreement regardless of any other provision stated herein. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "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. 4835 - 2267 -03610 _ 1 LAC104706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. • Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed $311,334.36 B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section M incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall 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 4835 - 2267 -03610 _2_ LACk04706083 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 As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property, and also including all claims relating to failure of Contractor and subcontractors to pay any applicable prevailing wage rates as required by any Codes Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States, the California Labor Code, and Public Contract Code. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to 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. 4835 - 2267- 0361v1 _ LAC104706083 -3 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • 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. G. Prevailing Wage The Contractor agrees and acknowledges that it is its obligation to determine whether, and to what extent, the work performed under this Agreement is subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage laws. The Contractor shall ensure that all subcontractors are informed and are required to pay prevailing wages in compliance with the California Labor Code and the regulations thereunder. It shall be the duty of the Contractor to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.gov. 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. 4835 - 2267 -03610 _4_ LAQ04706083 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: 1. CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit 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 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. 4835 - 2267- 0361v1 _5 _ LAM04706083 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 manner as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR 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 CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that parry may be entitled. 4835 - 2267- 0361v1 LACk04706083 -6- 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 parry, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. 4835 - 2267 -03610 _ LAC104706083 _7 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 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. TRC Engineer's, Inc By: call T4 Name: Scott T. Gallaher Title: Senior Vice President Social Security or Taxpayer Identification Number 33- 0648915 Approved as to Form 4� - City A orney 4835 - 2267 -03610 LAC104706083 CITY: CITY OF GILROY Name: Gabriel A. Gonzalez Title: City Administrator EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign James Schaaf, 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 and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR 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, Christine Salmo, P.E. 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 costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. 4835 - 2267- 0361v1 _ LAC104706083 _ 1 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 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 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. 4835 - 2267 -03610 _2_ LAQ04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third parry or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -0361A LAC104706083 -3- H. NOTICES. Notices are to be sent as follows: CITY: Christine Salmo, Project Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: James Schaaf, P.E.. Project Manager TRC Engineer's, Inc. 2495 Natomas Park Dr. Suite 150 Sacramento, CA 95833 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 CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -0361 v1 LAC104706083 -4- EXHIBIT "B" SCOPE OF SERVICES (See attached) 4835 - 2267- 0361v1 LAC104706083 _1 CCTRC Results you can rely on February 27, 2018 (R2 3 -8 -18) Ronan Channel Trail Improvements Attachment "A" GENERAL WORK PLAN A key element to the success of any project we support and our approach is to thoroughly understand the project requirements so that we can perform our services in a timely, efficient and effective manner; that is, within budget at the least cost and impact to the City, any affected stakeholders or the public. At minimum, we will follow the submitted proposal and cost outline of 8/30/17 for the Ronan Channel Trail project respectively and as accepted. The scope in general will include provisions for: • Budget review (contractor, agency and consultant) • Construction Inspection and oversight • Resident Engineering (both) • Structural Representative (Ronan only) • Materials testing / QA per City's QAP • Surveys oversight • Falsework review (Ronan only) • Construction Contract Administration • Project(s) QAP • Documentation, record keeping and document controls • Project Safety • QSD /QSP Support • Permitting and /or biological support as- needed Our proposed work plan approach and general scope of construction management and inspection services for each specific project divides the project(s) management activities into three (3) distinct task categories: pre- construction, construction services, post- construction. A. Ronan Channel Trail —to be constructed/ administered/ managed to LAPM -FHWA standards. Task 1 Provide preliminary project construction management and inspection support services in accordance with the City Local Assistance and /or and authority given to us by the City prior to the start of work. This includes pre -bid services such a constructability reviews, addenda assistance, value engineering, project(s) evaluation, pre- construction photos / video utility coordination, chairing the pre -bid meeting, post -award support, pre- construction attendance and other support services. Pre - construction services will be steered by our CM / RE as applicable. Task 2 Provide full project management, inspection, administrative oversight, quality assurance oversight of material testing and inspection, SWPPP and NOI management and quality control support. These activities will generally follow the Scope of Services of the provided RFP or by an approved Task Order and can be modified accordingly as appropriate to the specific needs and task requirements of the City for the assigned project. The field inspection work of the individuals assigned to the field, including inspection support, will be under the overall direction of the CM / RE who will provide the contract administration and guidance as needed. Task 3 Provide project closeout responsibilities and other final support services as required by the City or Caltrans Local Assistance (federally funded) and local jurisdictional policy, and the TRC Construction Manual policy and procedures. 95 WDs Per Form 10K of 11/27/17 - TRC $258,779.28 (CM /RE /SRep), IOR Pacific Crest (DBE) $26,055.50 (materials testing /QA) Toure' Assoc. (DBE) $37,869.00 (biological /permitting support) ABE Const. $10,000 (pile testing /source inspection as- needed) Contract Totals per Cost Estimate: Task 1 - Pre - construction: $8,767.82 Task 2 - Construction : $201,659.80 (TRC) + $52,555 (subconsultants) _ $254,214.80 Task 3 — Post - Construction : $ 19,062.76 ODC /Vehicle - $ 9,120.00 OT Allowance - $ 15,168.98 Special Materials Testing - $ 5,000 Total: $311,334.36 August 30, 2017 Title- Ronan Channel Trail Project City of Gilroy City Project No: Federal Project No: Consultant: CALTROP a TRC Company Direct Labor Classification Name Pre - Construction Task 1 RE James Schaaf Structure Rep Scott Dendall Inspector Ted Schieberl Admin Support TBD Total Labor Cost Task 1 Construction Task 2 RE James Schaaf Structure Rep Scott Dendall Inspector Ted Schieberl Admin Support TBD Total Labor Cost Task 2 Post Construction Task 3 RE James Schaaf Structure Rep Scott Dendall Inspector Ted Schieberl Admin Support TBD Total Labor Sub Consultants ODC Vehicles Local Assistance Procedures Exhibit 10 -H n Cost Proposal C TRC a.:�r�veo �.,. my e.. ! aTRCCam an 1140 $ 8.00 $9,120.00 Total Cost Estimate Special Materials Testing Allowance - Prestress Strains etc Overtime Allowance 80 hours 80 $189.61 Cost with OT Allowance $9,120.00 $ 291,165.38 $ Billing $ 15,168.98 $ 311,334.36 Range Hours Rate Total PE 20 $ 241.72 $ 4,834.39 PE 8 $ 219.74 $ 1,757.96 8 $ 162.06 $ 1,296.49 8 $ 109.87 $ 878.98 44 $ 8,767.82 $ 8,767.82 PE 152 $ 241.72 $ 36,741.33 PE 152 $ 219.74 $ 33,401.21 760 $ 162.06 $ 123,166.96 76 $ 109.87 $ 8,350.30 $ 201,659.80 1140 $ 201,659.80 PE 40 $ 241.72 $ 9,668.80 PE 20 $ 219.74 $ 4,394.80 20 $ 162.06 $ 3,241.20 16 $ 109.87 $ 1,757.96 96 $ 19,062.76 $ 19,062.76 $ 229,490.38 $ 52,555.00 $ 52,555.00 1140 $ 8.00 $9,120.00 Total Cost Estimate Special Materials Testing Allowance - Prestress Strains etc Overtime Allowance 80 hours 80 $189.61 Cost with OT Allowance $9,120.00 $ 291,165.38 $ 5,000.00 $ 15,168.98 $ 311,334.36 August 30, 2017 Title- Ronan Channel Trail Project City of Gilroy City Project No: Federal Project No: 0 Sub - Consultant Costs: Local Assistance Procedures Exhibit 10 -H7) TRC 'CC Cost Proposal TRC Company Firm Cost Estimate DBE% DBE Goal Pacific Crest Engineering Materials Testing DBE $ 19,260.00 Estimate 6.61% Toure Associates Environmental * DBE $ 23,295.00 Estimate 8.00% Abe Construction Pile Testing $ 10,000.00 Estimate DBE total 119.20% $ 52,555.00 14.62% 7% *See note 11 below Notes: 1. All hourly rates effective through December 2018. 2. All hourly rates are increased annually by the current CPI - Minimum 3 %. 3.All rates include employee wages, salary, related benefits, overhead and profit. 4.Vehicle full sized truck, mileage, gas, maintenance, license. 5. Overtime billed in accordance with State and Federal Law. 6. Estimate is based on 95 working days. 7. Rates are subject to Prevailing Wage requirements and changes per the DIR. 8. Base and Billing Rates Per hour Name Base Fringes OH /GA Profit Billing Rate Overtime Rate Overtime Rate Prevail CALTROP Pay Rate 30.51% 119.20% 10% Time and Half Double Time Wage 1.17x 1.44x Schaaf $ 88.00 $ 26.85 $ 104.90 $ 21.97 $ 241.72 NA NA No Dendall $ 80.00 $ 24.41 $ 95.36 $ 19.98 $ 219.74 $257.10 $316.43 No Schieberl $ 59.00 $ 18.00 $ 70.33 $ 14.73 $ 162.06 $189.61 $233.37 Yes Admin $ 40.00 $ 12.20 $ 47.68 $ 9.99 $ 109.87 $128.55 $158.22 No 9. All estimates and allowance costs are subject to vertification and adjustment to actual costs. 10. All approved overtime over the allowance of 80 hours will be additional cost. 11. We have adjusted Toure cost ($93,180.00) which we believe are too high and subject to negotiation. Pacific Crest Engineering Inc, wi"vApacific- crest.com 444 Airport Blvd, Suite 106 Watsonville, CA 95076 Phone: 831- 722 -9446 Fax: 831- 722 -9158 PACIFIC CREST ENGINEERING INC. STANDARD FEE SCHEDULE -- GEOTECHNICAL GROUP GENERAL SERVICES - CSUMB January 1, 2017 The following schedule presents our rates for professional services. If desired, services other than construction observation and testing can be contracted on a negotiated fixed fee basis. Hours and mileage for professional and technical services are charged portal -to -portal from our office. Services during construction, such as testing and observation of grading, require both professional and technical services, Depending on the scope and duration of the construction project, an opinion of probable cost can be made. Professional, technical, mileage and laboratory fees and rates are subject to change without notice. PROFESSIONAL SERVICES Billing Rate Principal Engineer \Geologist $ 175.00 per hour Associate Engineer \Geologist $ 170.00 per hour Senior Engineer \Geologist $ 160.00 per hour Staff Engineer \Geologist II $ 145.00 per hour Staff Engineer \Geologist I $ 135.00 per hour Senior CAD Operator $ 105.00 per hour CAD Operator $ 95.00 per horn Administrative Staff $ 80.00 per hour Expert Witness $ 285.00 per hour Outside Consultants 1.15X Hourly Rate TECHNICAL SERVICES Senior Field Engineer (Prevailing Wage Projects)* $ 115.00 per hour Staff Field Engineer (Prevailing Wage Projects)* $ 110.00 per hour Senior Field Engineer (Non- Prevailing Wage Projects - Residential)* $ 105.00 per hour Staff Field Engineer (Non- Prevailing Wage Projects - Residential)* $ 95.00 per hour Construction Inspector (Prevailing Wage, Group 2) $ 115.00 per hour QSP /SWPPP Monitoring Services $ 110.00 per hour Lab Technician $ 90.00 per hour Asphalt Core Drilling (Rig + Staff Time)* $ 155.00 per hour * Includes nuclear density testing, concrete sampling, and core drilling; two hour minimum charge per site visit. OVER TIME Over Time 1.5X hourly rate Sunday/Holiday 2.OX hourly rate Pacific Crest Engineering Inc. www.4pacific- crest.com Night Shift MILEAGE EXPENSES Auto Mileage Drill Rig Mileage OVERTIME Standard Fee Schedule — January, 2017 Page 2 1.8X hourly rate $0.53.5 per mile (or current IRS standard rate) No Charge Overtime, when applicable, shall be defined as working more than 8 hours in any one day, more than 40 hours in any one week, and any work performed on Saturdays, Sundays, and Holidays. Double time is billed for Sunday and Holiday work, and for work performed in excess of 8 hours on Saturdays. All other overtime hours are billed as time and a half. Night shift work is shift work commencing after 2:00 pm or before 4:00 am during any 24 hour period starting at 12:01 am. Our normal working hours are 8:00 am to 5:00 pm, Monday through Friday. FIELD TESTS Plate bearing load tests, pile load tests, vane shear tests, piezometer installations, slope inclinometer installations, and other special tests will be charged at standard engineering and personnel rates, plus cost of special equipment. INCIDENTAL EXPENSES Consultant shall be paid the actual cost plus fifteen percent of all other out -of- pocket expenses, including any costs of air travel, applicable sales, use and city taxes, as well as miscellaneous outside services and facilities, including: Subconsultant or Subcontractor fees; equipment rental, drill rig, underground locator, renderings, overnight delivery, permit and plan check fees, and similar expenses. SUBSISTENCE Subsistence charges shall include the actual net cost plus fifteen percent of meals, lodging and local transportation, including car rental costs incurred whenever the Consultant's employees are required to be away from their normal place of business. In lieu of this charge of cost plus fifteen percent, Consultant and Client may agree on a lump sum per diem charge to cover subsistence. PRINTS AND SPECFICATIONS Reproduction charges for prints and specification books for client use in bidding or construction or at client request will be billed at cost plus fifteen percent. COPIES OF PREVIOUS REPORTS Orders for copies of previously issued work will be billed on a time and material basis (minimum charge of $25.00). Pacific Crest Engineering Inc. www.4pacific-crest.com DRILLING AND SAMPLING Drill Rig including crew - truck mounted or crawler mounted: Mobilization Straight Time Over Time Cone Penetrometer Rig (CPT) CPT Travel Time & Mobilization Drilling is charged at 4 hours minimum. Time is charged portal -to- portal from the drilling rig yard. Standard Pee Schedule — January, 2017 Page 3 Billing Rate Cost + 15% Cost + 15% Cost + 15% Cost + 15% Cost + 15% Casing, Shelby tubes and any special sampling or subcontract equipment will be charged at cost plus 15 %. LABORATORY TESTS Soill&W e ate Classification and Index Tests.. Atterberg Limits (Liquid Limit /Plastic Limit/ Plasticity Index): • Method A (Multi Point), ASTM D- 4318 /AASHTO T89 & T90 $175.00 • Method B (Single Point), ASTM D- 4318 /AASHTO T89 & T90 $150.00 • California Test Method, CT -204 $175.00 Grain Size Distribution of Soil: • Sieve Analysis w/ Hydrometer ASTM D- 422 /AASHTO T88 $200.00 • Sieve Analysis w/o Hydrometer, ASTM D- 422 /AASHTO T88 $110.00 • Material Finer than #200 Sieve ASTM D -1140 $ 85.00 • California Test Method, CT -202 $115.00 Grain Size Analysis of Aggregate: • Sieve Analysis ASTM C- 136 /AASHTO T27 $120.00 • Material Finer than #200 Sieve ASTM G- 117 /AASHTO Tl 1 $ 85.00 • California Test Method, CT -202 $125.00 Moisture Determination, ASTM D- 2216 /AASHTO T265 /CT -226 $ 25.00 R- Value: • Native Soil Samples ASTM D- 2844 /AASHTO T190 /CT -301 $280.00 • With Additives, ASTM D- 2844 /AASHTO Tt90 /CT -301 $350.00 Sand Equivalent, ASTM D- 2419/CT -217 $120.00 Specific Gravity of Soil, ASTM D- 854 /AASHTO T100 $100.00 Expansion Index, ASTM D4829 $200.00 Cleanness Value of Coarse Aggregate, CT 227 $145.00 Durability Index, CT 229 $145.00 Pacific Crest Engineering Inc. www.4pacific- crest.com Moisture Density Relations /Compaction Curves: Modified Proctor: • .4" Mold, ASTM D- 1557 /AASHTO T180 • 6" Mold, ASTM D- 1557 /AASHTO T180 • One Point Verification (Check Point) Standard Proctor: • 4" Mold, ASTM D- 698 /AASHTO T99 • 6" Mold, ASTM D- 698 /AASHTO T99 • One Point Verification (Check Point) Cal - Impact Test, CT -216 Strength Tests: Direct Shear: Standard Fee Schedule — January, 2017 :Page 4 $250.00 $285.00 $100.00 $250.00 $285.00 $100.00 $280.00 • CD Peak and Residual, ASTM D -3080 (per point) $225.00 • CU Peak and Residual, ASTM D -3080 Modified (per point) $105.00 Unconfined Compression, ASTM D- 2166 /AASHTO T208 $ 80.00 Consolidation &Expansion Tests: Consolidation, ASTM D -2435 $380.00 Expansion Pressure, ASTM D -3877 $325.00 Concrete Testin,: Compressive Strength Testing, ASTM C -39, CT -521 (per cylinder) $ 40.00 Method of Test For Flexural Strength of Concrete, CT 523 $145.00 Method of Test For Flexural Strength of Rapid Strength Concrete, CT 524 $145.00 Hot Mix Asphalt (HMA) Tests: Bulk Specific Gravity of Compacted Hot Mix Asphalt • Saturated Surface Dry Method, ASTM D2726 /AASHTO Ti 66 $ 50.00 • Coated Specimens, ASTM D- 1188 /AASHTO T275 $ 55.00 • California Test Method, CT -308 $ 55.00 Moisture Content of HMA, AASHTO T329 $ 25.00 Theoretical Maximtun Density, ASTM D -2041, CT -309 $145.00 Miscellaneous., Triaxial, concrete, permeability or other special inspection testing services are individually quoted. Pacific Crest Engineering Inc. www.4pacific-crest.com 444 Airport Blvd, Suite 106 Watsonville, CA 95076 Phone: 831 -722 -9446 Fax: 831 -722 -9158 PACIFIC CREST ENGINEERING INC. STANDARD FEE SCHEDULE — MATERIALS TESTING January 1, 2017 Sail / Aggregate Class f cation and Index Tests: Atterberg Limits (Liquid Lirnit/Plastic Limit/ Plasticity Index): • Method A (Multi Point), ASTM D- 4318 /AASHTO T89 & T90 $175.00 • Method B (Single Point), ASTM D- 4318 /AASHTO T89 & T90 $150.00 • California Test Method, CT -204 $175.00 Grain Size Distribution of Soil.: • Sieve Analysis w/ Hydrometer ASTM D- 422 /AASHTO T88 $200.00 • Sieve Analysis w/o Hydrometer, ASTM D- 422 /AASHTO T88 $110.00 • Material Finer than #200 Sieve ASTM D -1140 $ 85.00 • California Test Method, CT -202 $115.00 Grain Size Analysis of Aggregate: • Sieve Analysis ASTM C- 136 /AASHTO T27 $120.00 • Material Finer than #200 Sieve ASTM C- 117 /AASHTO T11 $ 85.00 • California Test Method, CT -202 $125.00 Moisture Determination, ASTM D- 2216 /AASHTO T265 /CT -226 $ 25.00 R- Value: • Native Soil Samples ASTM D- 2844 /AASHTO T190 /CT -301 $280.00 • With Additives, ASTM D- 2844 /AASI-ITO T190 /CT -301 $350.00 Sand Equivalent, ASTM D- 2419/CT -217 $120.00 Specific Gravity of Soil, ASTM D- 854 /AASHTO T100 $100.00 Expansion Index, ASTM D4829 $200.00 Cleanness Value of Coarse Aggregate, CT 227 $145.00 Durability Index, CT 229 $145.00 Moisture Density Relations /Compaction Curves: Modified Proctor: • 4" Mold, ASTM D- 1557 /AASHTO T180 $250.00 • 6" Mold, ASTM D- 1557 /AASHTO T180 $285.00 • One Point Verification (Check Point) $100.00 Standard Proctor: • 4" Mold, ASTM D- 698 /AASHTO T99 $250.00 • 6" Mold, ASTM D- 698 /AASI-ITO T99 $285.00 • One Point Verification (Check Point) $100.00 Cal- Impact Test, CT -216 $280.00 Pacific Crest Engineering Inc. www.4pacific- crest.com Strength Tests: Direct Shear: Standard Fee Schedule — January, 2017 Page 2 • CD Peak and Residual, ASTM D -3080 (per point) $225.00 • CU Peak and Residual, ASTM D -3080 Modified (per point) $105.00 Unconfined Compression, ASTM D- 2166 /AASHTO T208 $ 80.00 Consolidation & Expansion Tests: Consolidation, ASTM D -2435 $380.00 Expansion Pressure, ASTM D -3877 $325.00 Concrete Testing: Compressive Strength Testing, ASTM C -39, CT -521 (per cylinder) $ 40.00 Method of Test For Flexural Strength of Concrete, CT 523 $145.00 Method of Test For Flexural Strength of Rapid Strength Concrete, CT 524 $145.00 Hot Mix Asphalt 6HM4) Testy: Bulls Specific Gravity of Compacted Hot Mix Asphalt • Saturated Surface Dry Method, ASTM D2726 /AASHTO T166 $ 50.00 • Coated Specimens, ASTM D- 1188 /AASHTO T275 $ 55.00 • California Test Method, CT -308 $ 55.00 Moisture Content of HMA, AASHTO T329 $ 25.00 Theoretical Maximum Density, ASTM D -2041, CT -309 $145.00 Miscellaneous: Triaxial, concrete, permeability or other special inspection testing services are individually quoted and billed at cost. City of Gilroy Construction Management Services for the Ronan Channel Trail Project Cost Proposal COST PROPOSAL Construction Management Services For The Ronan Channel Trail Project Dear Mr. Schaaf: I-- Please see our cost proposal for environmental compliance services for the Ronan Channel Trail Project. This cost proposal includes preparation of report(s), maps, and exhibits for environmental compliance to include biological surveys, construction monitoring, SWPPP inspections and oversight, reports submittals and monitoring for hazardous waste, noise and dust control mitigation measures required during the course of the project. Scope of Work: Environmental Compliance Services Tour6 Associates will provide Caltrop -TRC with the following environmental tasks (1 -3): 1. Environmental Mitigation and Monitoring Program Preparation of report(s), maps, and exhibits for environmental compliance to include attending meetings, site monitoring and submittals reports for hazardous waste, noise, and dust control mitigation measures required during the course of the project. 2. SWPPP Inspections and Oversight Review of SWPPP BMPs and reports, SWPPP inspections, oversight, and document uploads for SMARTS submittals. 3. Biologist Surveys and Construction Monitoring Biological surveys, review of report submittals to ensure regulatory permit compliance, construction monitoring, protection measures for migratory nesting birds, and report submittals. TASKS WORKING DAYS _ TOTAL 1. Implementation of Not to exceed 95- $60,480 Environmental Mitigation working days of Monitoring Program project 2. SWPPP Inspections and Not to exceed 95- $15,000 Oversight working days of project 3. Biologist Surveys and Not to exceed 95- $12,500 Oversight working days of project 4. Indirect Costs Not to exceed 95- $5,200 working days of roject TOTAL $93,180 "Workinca Days: 95 1485 Bayshore Boulevard, Suite 427, San Francisco, CA 94124 • (415) 209 -5631 (office) I.— iat- City of Gilroy Construction Management Services for the Ronan Channel Trail Project Cost Proposal *) Please Note: This cost estimate is based upon 95 working days. If project extends beyond 95 working days a change order shall be required. The change order rate shall be based upon our 2017 rate sheet for continuation of required environmental services until completion of project. Tourd Associates appreciates the opportunity to provide Caltrop -TRC with environmental compliance services required for this project. We are fully committed to working with the CALTROP -TRC as an exclusive partner. If you have any questions concerning this cost estimate, please do not hesitate to contact me at (559) 470 -5586 or email: tshaka @toureassociates.com. TOURE ASSOCIATES Sincerely, T'Shaka Toure, Principal Owner 1485 Bayshore Blvd, Suite 427 San Francisco, CA 94124 (415) 209 -5631 (office) (559) 470 -5586 (mobile) '1485 Bayshore Boulevard, Suite 427, San Francisco, CA 94124 a (415) 209 -5631 (office) EXHIBIT "C" MILESTONE SCHEDULE (See attached) 4835. 2267- 0361v1 _1 LAC104706083 A W L V) _ cr v u O N a 4 O 21 fB L effi ° ... ...........:........ ........:.................:.... .............:.... ............:.... N d I` O O 4 Q O a = ��0 mR U 0 i g e 9 m �� acv r a ..........:... ° (U °J a� Ln CO Co �. i V gnam F , E �. ° a .: .. m,m m E V • m .. o: _ m " a o k- �g •;ei gE 8 E ............ .m s" et till : {{ xxpp d d m d 4 _' 2 S c m z 5 � E 8 °• 6' d f' Q 5 C e� 3 •� a a f a Q¢ a¢ Y¢¢ Q a a a a a a- a 6¢ a a a a m a¢ Q a a a a a Q W L V) _ cr v u O N a 4 O 21 fB L i > t; O N cn O O 4 Q O a = ��0 U �� acv � a ° (U °J a� Ln CO Co d i V EXHIBIT "D" PAYMENT SCHEDULE • Each month during the term of the Agreement, CONSULTANT shall submit to CITY a reasonably - detailed invoice. • CONSULTANT will be paid monthly for services performed during the previous month, in a total amount not to exceed $ 311,334.36. 4845 - 6718- 3385v1 _ 1 LAM04706083