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Home My WebLink AboutAgreement - TJKM Transporation Consultants - Contract No. 22PW1280-4 - 4th Amendment: 22PW1280-4City of Gilroy Agreement/Contract Tracking Today’s Date: November 17, 2025 Your Name: Shaun Wright Contract Type: Services over $5k - Contractor - Design Professional Phone Number: 408-846-0292 Contract Effective Date: (Date contract goes into effect) 11/17/2021 Contract Expiration Date: 12/30/2026 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) TJKM 4305 Hacienda Drive, Suite 550 Pleasonton, CA 94588 Taxpayer ID: 94-2239515 Signer’s Name/Title: Nayan Amin/President Contract Subject: (no more than 100 characters) Amend #4 - Amending contract to extend contract term for design of HAWK for Gateway Sr Apts Contract Amount: (Total Amount of contract. If no amount, leave blank) $71,500 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1-4845-8215-5540v1 MDOLINGER\04706083 FOURTH AMENDMENT TO THE AGREEMENT WITH TJKM FOR ENGINEERING DESIGN SERVICES This Fourth Amendment to the Agreement for Services (“Fourth Amendment”) is made and entered into as of December 30, 2025 (“Effective Date”), by and between the City of Gilroy, a California municipal corporation (“City”), and TJKM (“Consultant”). WHEREAS, the City and Consultant entered into the Third Amendment to the Agreement on December 30, 2024 to amend the contract amount and extend the term of the Agreement to December 30, 2025; and WHEREAS, the City and Consultant entered into the Second Amendment to the Agreement on December 30, 2023 to extend term of the Agreement to December 30, 2024; and WHEREAS, the City and Consultant entered into the First Amendment to the Agreement on December 30, 2022 to extend the term of the Agreement to December 30, 2023; and WHEREAS, the City and Consultant entered into the Agreement for Services between the City and Consultant (Agreement), effective on November 17, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, City and Consultant have determined that it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. The first paragraph of Article 1 (TERM OF AGREEMENT) of the Agreement shall be amended to read as follows: “This Agreement will become effective on November 17, 2021 and will continue in effect through December 30, 2026 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. This Fourth Amendment to the Agreement shall be effective on December 30, 2025. 3. Except as expressly modified herein, all provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Fourth Amendment, the terms of this Amendment shall control. 4. This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be executed as of the dates set forth besides their signatures below. Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -2-4845-8215-5540v1 MDOLINGER\04706083 CITY OF GILROY TJKM [signature] [signature] [employee name] [name] [title/department] [title] City Attorney City Clerk 12/3/25 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 12/5/2025 -1- 4845-8215-5540v1 MDOLINGER\04706083 THIRD AMENDMENT TO THE AGREEMENT WITH TJKM FOR ENGINEERING DESIGN SERVICES This Third Amendment to the Agreement for Services (“Third Amendment”) is made and entered into as of December 30, 2024 (“Effective Date”), by and between the City of Gilroy, a California municipal corporation (“City”), and TJKM (“Consultant”). WHEREAS, the City and Consultant entered into the Second Amendment to the Agreement on December 30, 2023 to extend term of the Agreement to December 30, 2024; and WHEREAS, the City and Consultant entered into the First Amendment to the Agreement on December 30, 2022 to extend the term of the Agreement to December 30, 2023; and WHEREAS, the City and Consultant entered into the Agreement for Services between the City and Consultant (Agreement), effective on November 17, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, City and Consultant have determined that it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. The first paragraph of Article 1 (TERM OF AGREEMENT) of the Agreement shall be amended to read as follows: “This Agreement will become effective on November 17, 2021 and will continue in effect through December 30, 2025 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. Paragraph A (CONSIDERATION) of Article 4 (COMPENSATION) of the Original Agreement shall be amended to read as follows: “In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total compensation paid to CONSULTANT exceed $71,500 (Including Contingency).” 3. This Third Amendment to the Agreement shall be effective on December 30, 2024. 4. Except as expressly modified herein, all provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Third Amendment, the terms of this Amendment shall control. 5. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed as of the dates set forth besides their signatures below. Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -2- 4845-8215-5540v1 MDOLINGER\04706083 Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6 12/23/2024 12/19/2024 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 1- 4845-8215-5540v1 MDOLINGER\04706083 SECOND AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND CSG CONSULTANTS, INC. WHEREAS, the City of Gilroy, a municipal corporation (“City”), and CSG Consultants, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on October 15th, 2020, hereinafter referred to as “Original Agreement”; and WHEREAS, City and CSG Consultants, Inc. have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. The first paragraph of Article 1 (TERM OF AGREEMENT) of the Original Agreement shall be amended to read as follows: This Agreement will become effective on 8/4/2020 and will continue in effect through 6/30/2023 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. This Amendment shall be effective on June 30, 2022. 3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY CSG CONSULTANTS, INC. By: By: signature] [signature] Jimmy Forbis Cyrus Kianpour, P.E., P.L.S. employee name] [name] City Administrator President title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 635442D9-27FC-4A12-A269-7B5C5CF4A45EDocusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1- 4845-8215-5540v1 MDOLINGER\04706083 FIRST AMENDMENT TO THE AGREEMENT WITH TJKM FOR ENGINEERING DESIGN SERVICES WHEREAS, the City of Gilroy, a municipal corporation (“City”), and TJKM. entered into that certain agreement entitled “Agreement for Services” for the High-Intensity Activated Crosswalk (HAWK) and Minor Concrete Improvements at 6500 Monterey Road, Gateway Senior Apartments, Project No. 22-RFP-PW-466, effective on November 17, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, City and TJKM have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, for valuable consideration, the parties hereto agree as follows: 1.Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Agreement will become effective on November 17, 2021 and will continue in effect through December 30, 2023 unless terminated in accordance with the provisions of Article 7 of the original Agreement. 2. This Amendment shall be effective on December 30, 2022. 3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY TJKM B : B : [signature][signature] a an Amin [employee name][name] President [title/departmen ][title] Date: Date: Approved as to Form ATTEST: Cit Attorne Cit Cler 09/30/2022 DocuSign Envelope ID: 8DDEE5B4-57DF-4D72-AEF7-7562EA595F11 Public Works Director Daryl Jordan 11/4/2022 Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1- 4845-6718-3385v1 LAC\04706083 AGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 12 day of November, 2021 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: TJKM, having a principal place of business at 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 11/17/2021 and will continue in effect through 12/30/2022 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”) within the time periods described in and Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above- described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -2- 4845-6718-3385v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total compensation paid to CONSULTANT exceed $48,500 (Including Contingency). B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -3- 4845-6718-3385v1 LAC\04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C.Indemnification of Liability, Duty to Defend 1.As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 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. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -4- 4845-6718-3385v1 LAC\04706083 Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: •CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; •CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; •CITY will not withhold state or federal income tax from payment to CONSULTANT; •CITY will not make disability insurance contributions on behalf of CONSULTANT; •CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. G. PREVAILING WAGE CONTSULTANT agrees and acknowledges that it is its obligation to determine whether, and to what extent, any work performed is or any workers employed relative to any construction to be performed under this Agreement are subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of CITY and the laws of the State of California and the United States, including, without limitation, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage requirements (“Prevailing Wage Laws”). To the extent Prevailing Wage Laws apply to work performed or workers employed for the purpose of performing work under this Agreement, CONTSULTANT shall fully comply with and ensure that all workers and/or subcontractors are informed of and comply with all Prevailing Wage Laws and specifically any applicable requirement of California Labor Code Sections 1720 et seq. and 1770 et seq. and the regulations thereunder, which require the payment of prevailing wage rates based on labor classification, as determined by the State of California, and the performance of other requirements on certain “public works” or “maintenance” projects. It is the duty of CONTRACTOR to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be obtained at www.dir.ca.gov. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -5- 4845-6718-3385v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A.Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B.Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A.Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.I., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B.Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1.CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2.CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall No CONSULTANT or Subconsultant may be awarded an Agreement containing Public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code 1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -6- 4845-6718-3385v1 LAC\04706083 reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall use due professional care to comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 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 DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -7- 4845-6718-3385v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -8-LAC\04706083 H.Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I.Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.I. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J.Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K.Time of the Essence All dates and times referred to in this Agreement are of the essence. L.Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT:CITY: TJKM CITY OF GILROY By: Name: Daryl Jordan Title: Public Works Director By: Name: Nayan Amin Title: President Social Security or Taxpayer Identification Number 4845-6718-3385v1 Approved as to Form ATTEST: City Attorney Interim City Clerk 94-2239515 DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1- 4845-6718-3385v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Sayed Fakhry, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the Services required herein. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Faranak Mahdavi shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.I. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -2- 4845-6718-3385v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. CONSULTANT’S SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All civil (including structural and geotechnical) engineering plans, calculations, specifications and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and shall include his or her name and license number. Interim documents shall include a notation as to the intended purpose of the document, such as “preliminary” or “for review only.” All civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal of the licensee and the date of signing and sealing or stamping. All final civil engineering calculations and reports shall bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. B. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. C. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -3- 4845-6718-3385v1 LAC\04706083 applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. E. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. F. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. G. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.E 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. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -4- 4845-6718-3385v1 LAC\04706083 H. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. I.NOTICES. Notices are to be sent as follows: CITY: Faranak Mahdavi City of Gilroy 7351 Rosana Street Gilroy, CA 95020 CONSULTANT: Sayed Fakhry TJKM 4305 Hacienda Drive, Suite 550 Pleasanton, CA 94588 J.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.J. 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.J. do not apply. 1.DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1- 4845-6718-3385v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Design of High-Intensity Activated Crosswalk (HAWK) & Minor Concrete Improvements | 1 Scope of Work The scope of work is to design and prepare construction document Plans, Specifications and Estimate (PS&E) for Design of High-Intensity Activated crosswalk (HAWK) and Minor Concrete Improvement at 6500 Monterrey Road, Gateway Senior Apartments. The work also includes utility coordination (PG&E and others), identify power source and design connection to provide power to the system. Task 1 – Project management & Meetings Task 1.1 – Kick-Off Meeting •TJKM will schedule Kick-Off meeting with City of Gilroy Staff to go over project scope, schedule and any special invoicing requirements •City of Gilroy to provide existing information and any utility contacts as available •TJKM will confirm with City on duration for City reviews and prepare updated project schedule based on meeting •TJKM will prepare kick-off meeting notes and share them with CityTask 1.2 – Project Management •This task will also be used for project coordination items between TJKM and City of Gilroy and attendance of any coordination meetings which may include design comments review and clarification questions •TJKM will monitor overall project budget, schedule and invoicing under this taskTask 2 – Topographic Survey & Utility Research Calvada Surveying as part of TJKM team will perform a design level Topographic Survey. The site boundaries will be shown for reference based upon available record maps. The items that will include are as follows: •The vertical control will be based upon NAVD 88 Datum •The horizontal control will be based on the California State Plane Coordinate System of 1983 (NAD 83) •Survey observations will be taken on a 50 foot natural ground grid shots and 25 foot curb/sidewalk elevation grid shots on the streets to create 1' contours intervals. •Location, elevation, size, and type of existing utilities and improvements, on site and within 25 feet of the property line •Spot elevations of grade breaks and flow lines of adjacent streets, curbs, or catch basins that terminate or commence offsite flow within the Site, along with all existing F.F. •Flow line invert elevations and sizes of existing sanitary sewer and storm drain manholes adjacent to site, unless bolted down •Existing driveways and intersections adjacent to Site •Location of existing adjacent signing and striping, and traffic control signals within the Site •Nearest public fire hydrants within the Site. If none are within the Site limits, the nearest two shall be provided. •Street lights across the street and within the Site’s lateral limits. •Location of trees over 6 feet in height, regardless of caliper within the Site. TJKM will perform the utility research by contacting each utility company in the area. TJKM will map out the utility lines and show them faded in the design plans Task 3 – 30% Plans & estimate •TJKM will perform site visit to review existing conditions, take photos and note any existing infrastructure that may conflict with proposed improvements •TJKM will use the topographic survey base and Utility mapping performed under task 2 and develop the DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Design of High-Intensity Activated Crosswalk (HAWK) & Minor Concrete Improvements | 2 required design plans • The design plans will be developed to scale in AutoCAD following the latest City of Gilroy and Caltrans Standards • TJKM will develop an engineer’s estimate to accompany the plan set • TJKM will acquire boilerplate specifications and prepare the table of contents list for the specifications, detailed specifications will be provided with 65% PS&E and onwards Deliverables • 30% Plans and Estimate • Technical Specifications Table of Contents Task 4 – 65% Submittal • TJKM will receive one set of comments on the 30% submittal • TJKM will incorporate all comments and provide any comment clarification items via email to ensure next submittal meets City expectations • At this point the plans will be detailed further by adding non-standard details to the plans • Engineers estimate will be updated per latest plan changes • TJKM will develop the technical specifications of the proposed improvements Deliverables • 65% PS&E Task 5 – 100% Submittal • TJKM will receive one set of comments on the 65% submittal • TJKM will incorporate all comments and provide any comment clarification items via email to ensure next submittal meets City expectations • The plans, estimates, and specifications will be updated further and be close to construction ready set Deliverables • 100% PS&E Task 6 – Bid Package Submittal • TJKM will receive one set of comments on the 100% submittal • TJKM will incorporate all comments and provide any comment clarification items via email to ensure next submittal meets City expectations • The plans, estimates, and specifications will be updated to ensure all comments are addressed and plans are construction ready Deliverables • Bid Package PS&E Task 7 – Potholing • TJKM will use sub-contractor to perform the exploratory potholing for the new pole installation • TJKM has assumed four (4) potholes for the project • TJKM will report the findings of potholing to City and note any conflicts that may have been found • Design plans will be updated if conflicts are found based on potholing research Task 8 – Bidding Support • TJKM will assist the City in responding to bidders request for information (RFI) • Support the City in coordination efforts to inform plan-holders • Prepare addenda or revised documents based on RFI’s if required DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Design of High-Intensity Activated Crosswalk (HAWK) & Minor Concrete Improvements | 3 Task 9 – Construction Engineering Support Services TJKM will perform the following tasks as part of Construction Support services •Attend and prepare information for an internal handoff meeting from the design team to the construction management team. TJKM will respond to questions regarding possible construction pitfalls, items for the construction management team to be aware of (special working hours, shortened timelines for submittal reviews, etc.) •Attend periodic construction progress meetings (face-to-face or virtually) •Participate in the final inspection and development of punch lists on an as needed basis. •Respond to RFIs, which includes clarifying or providing adjustments or additional detail where necessary on the plans and specifications •TJKM to review and respond to all submittals within the period allocated in the contract documents and as necessary to avoid construction delays and claims. •TJKM to review proposed substitutions, if any, for conformance to plans and technical specifications. •TJKM to review and make recommendations on proposed changes to the contract. •Prepare Record Drawings based upon red-lines provided by the contractor and field reviews. The Record Drawings shall be prepared digitally, using AutoCAD. Final Record Drawings shall be submitted electronically, in PDF and CAD format. Deliverables •Response to RFI and contractor submittal reviews DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 I SCOPE OF SERVICES Topographic Survey A design level Topographic Survey will be provided for the area as outlined in the aerial picture shown on Exhibit "A". The site boundaries will be shown for reference based upon available record maps. We recommend that a complete title report be provided for the subject parcel in order to identify all of the underlying encumbrances. We will only plot those easement shown on available mapping and cannot guarantee that all easement/encumbrances will be shown. The items that will include are as follows: 1.The vertical control will be based upon NAVD 88 Datum. 2.The horizontal control will be based on the California State Plane Coordinate System of 1983 (NAD 83). 3.Survey observations will be taken on a 50 foot natural ground grid shots and 25 foot curb/sidewalk elevation grid shots on the streets to create 1' contours intervals. 4.Location, elevation, size, and type of existing utilities and improvements, on site and within 25 feet of the property line. 5.Spot elevations of grade breaks and flow lines of adjacent streets, curbs, or catch basins that terminate or commence offsite flow within the Site, along with all existing F.F. and of adjacent parking structure. 6.Flow line invert elevations and sizes of existing sanitary sewer and storm drain manholes adjacent to site, unless bolted down. 7.Existing driveways and intersections adjacent to Site. 8.Location of existing adjacent signing and striping, and traffic control signals within the Site. 9.Nearest public fire hydrants within the Site. If none are within the Site limits, the nearest two shall be provided. 10.Street lights across the street and within the Site’s lateral limits. 11.Location of trees over 6 feet in height, regardless of caliper within the Site. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 III FEE Pricing includes all labor (both field and office), materials, equipment, research and deliverables to client. Topographic Survey.......................................………………………………..…$5,200.00 IV SCHEDULE We are available immediately to expedite this project and require 24-hour notice. The delivery of the topographic survey will be 18 business days from notice to proceed; subject to weather or other factors beyond our control. Should you require quicker services, CAL VADA will accommodate any reasonable schedule. V ADDITIONAL SERVICES AND ASSUMPTIONS Should changes to the Scope of Services or any additional services be required after commencement of the project work, an Agreement for changes in pricing, if any, will be reached for the extra work involved, the assumptions are as follows: 1)Current title reports will be supplied by the Clien t. 2)Deliverables will consist of a portable document format (PDF)/hard copy survey and CAD file. 3)Subject site will be accessible and clear of obstructions at requested time of survey (if access coordination is needed prior to survey, Client will provide needed information) and surveying will occur during normal business hours. 4)Lot Tie Agreement and Lot Line Adjustment efforts are excluded at this time as the specific requirements and lot configurations are unknown at this time. 5)This is a Prevailing Wage Project. 6)Sufficient survey monumentation will be available at the controlling major intersections and key locations of the underlying record maps. In the event the monumentation is incomplete or deficient, then additional expanded scope may be required. If this should occur, we will discuss our findings in detail with the Client, and a fee adjustment to this agreement will be required. 7)Please note that a Record of Survey has not been included in the Scope of Services. We shall be required to file a Record of Survey if, in performing the boundary survey, material discrepancies are found between the field conditions and the "record" conditions or if any of the boundary lines being established are not shown on any previously recorded Subdivision Map, Official Map, or Record of Survey. A copy of those sections of the Professional Land Surveyor's Act describing the requirement for a Record of Survey will be provided at Client's request. The preparation and filing of a Record of Survey shall be billed and paid for as "Additional Services." DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Exhibit "A" Extent of Survey 1.Areas within the full Public Street Right of Way on streets which front the Site. This item includes topography up to the back of sidewalk or curb and any utilities within 5’ of the back of sidewalk or curb. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 APN 841-14-001 (6500 MONTEREY ROAD, GILROY, CA) APN 799-46-062 (15 ERVIN COURT, GILROY, CA) APN 841-14-063 (6400 MONTEREY ROAD, GILROY, CA) APN 799-46-006 (6595 MONTEREY ROAD, GILROY, CA) PROJECT Title Report Locations DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1- 4845-6718-3385v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 ID Task Name Duration Start Finish 1 Project Management 186 days Wed 11/17/21 Wed 8/3/22 2 Kickoff Meeting 1 day Wed 11/17/21 Wed 11/17/21 3 Background Research 61 days Thu 11/18/21 Thu 2/10/22 4 Field Reconnaissance 1 day Thu 11/18/21 Thu 11/18/21 5 Topographic Surveying 15 days Thu 11/18/21 Wed 12/8/21 6 Utility Research/Coordination 60 days Fri 11/19/21 Thu 2/10/22 7 Plan Submittal 80 days Thu 12/9/21 Wed 3/30/22 8 Prepare 30% Submittal 15 days Thu 12/9/21 Wed 12/29/21 9 City Review 30% Submittal 10 days Thu 12/30/21 Wed 1/12/22 10 Prepare 65% Submittal 15 days Thu 1/13/22 Wed 2/2/22 11 City Review 65% Submittal 10 days Thu 2/3/22 Wed 2/16/22 12 Prepare 100% Submittal 10 days Thu 2/17/22 Wed 3/2/22 13 City Review 100% Submittal 10 days Thu 3/3/22 Wed 3/16/22 14 Prepare Bid Package 10 days Thu 3/17/22 Wed 3/30/22 15 Bidding Support Phase 30 days Thu 3/31/22 Wed 5/11/22 16 Bidding Support Phase 30 days Thu 3/31/22 Wed 5/11/22 17 Construction Support Phase 60 days Thu 5/12/22 Wed 8/3/22 18 Construction Support 60 days Thu 5/12/22 Wed 8/3/22 11/17 December January February March April May June July August September PROJECT SCHEDULE Design of High-Intensity Activated crossWalK(HAWK) and Minor Concrete Improvements City of Gilroy - Project No. 22-RFP-PW-466 DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 -1- 4845-6718-3385v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 ents Ruta Jariwala Sayed Fakhry Rutvij Patel Anna Highsmith Manuel Montero PIC & QA/QC Project Manager Task Lead Billing Rate $242.87 $216.85 $172.72 $107.03 $96.97 Project Management 0 12 2 0 0 14 2,947.60$ 0 2,947.60$ Kick-Off Meeting 2 2 4 779.14$ 779.14$ Project Management & Meetings 10 10 2,168.46$ 2,168.46$ Plan Submittal 8 24 24 76 52 184 24,469.61$ 10,300.00$ 34,769.61$ Topographic Surveying & Utility Research 0 -$ 5,200.00$ 5,200.00$ 30% Submittal 2 8 8 24 20 62 8,110.51$ $100 8,210.51$ 65% Submittal 2 8 8 20 10 48 6,712.65$ 6,712.65$ 100% Submittal 2 4 4 20 10 40 5,154.37$ 5,154.37$ Bid Package 2 4 4 12 12 34 4,492.08$ 4,492.08$ Potholing 0 -$ 5,000.00$ 5,000.00$ Bidding Services 4 4 8 1,558.28$ -$ 1,558.28$ Construction Engineering Support Services 4 4 4 8 20 2,762.19$ -$ 2,762.19$ Total 8 44 34 80 60 226 31,737.68$ 10,300.00$ 42,037.68$ Surveying - Title Report 0 -$ 2,000.00$ 2,000.00$ Total with Optional Services 8 44 34 80 60 226 31,737.68$ 12,300.00$ 44,037.68$ Topographic Surveying - TJKM's vendor to perform the required surveying for the project **30% Submittal - TJKM travel time for site visits Potholing - TJKM's vendor to perform required potholing on the project OPTIONAL SERVICES Task Assistant Transportation Engineers TJKM Total Fee Hours by Task $100 is for Travel time for Site Visit at 30% ** Cost by Task Note 1: Hourly billing rates shall be in effect throughout the duration of the project. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Item Description Unit Unit Price Field Support Field Survey Crew & Equipment (Prevailing Wage)*Hour $350.00 Round Trip Travel Time & Costs Hour $140.00 Office Support Principal Hour $250.00 Director Surveying/Professional Land Surveyor Hour $210.00 Senior Project Manager Hour $175.00 Project Surveyor Hour $160.00 GPS Post Processing Hour $150.00 Survey Technician Hour $145.00 Drafting/AutoCAD Technician Hour $110.00 Accounting / Clerical Hour $80.00 Reimbursable CostsIn-House Reproductions Cost + 15% Printing and Materials Cost + 15% Parking and Tolls Cost + 15% Express Mail, Courier, Next Day Service Cost + 15% Special Sub-Consultant Services (GPR, etc.) Cost + 10% Miscellaneous ServicesPer Diem (when required) Day Per GSA Schedule Consultation in Connection with Litigation Hour $450.00 Transportation (per 2018 IRS Mileage Rate) Mile $0.54 Overtime and Saturday Rates Hour 1.5 times Hourly Rate A 10% mark-up will be added to any sub-consultants utilized to cover project management and administration costs. Hourly billing rates shall remain in effect for the duration of the project. *4 or 8 Hour Minimum Rate Schedule (2020)Rate Schedule (2021) DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Rutvij PatelTO: TJKMCOMPANY: (925) 463-0611PHONE: rpatel@tjkm.comEMAIL: 12/08/2021TEST: DATE: 11/8/2021 Brent PaulsonFROM: (408) 449-5178PHONE: (408) 449-5147FAX: Gilroy CA, Design Services Potholing at 6500BID/PROJECT: Monterey Rd. WO-00196054PROPOSAL# Contractors License No. 982079 A - General Engineering C-10 High Voltage Electrical C-31 - Work Zone Traffic Control D-31 Pole Installation and Maintenance DIR# 1000002158 SBE# 1752478 1341 Archer Street, PO Box 924, Alviso, CA 95002-0924 Tel: 408-449-5178 Fax: 408-449-5147 Quote Our quote is valid for: 30 days, expiring on: 12/08/2021 We are pleased to offer our quotation for the above referenced project as follows: TJKM OtherSite: -Mobilize to site -Pothole (4) locations 1' wide by 6' deep for HAWK signal design -Proposal assumes aggregateScope Summary: base backfill with cold patch asphalt is acceptable -Proposal assumes Design firm to spot preliminary locations for signal standard foundations prior to potholing -bonds -licenses -PermitsExclusions: ESTIMATE Item Description Estimated Quantity Estimate Price Per Unit Total Estimated Price LABOR Per hour rate for laborer 40 $105.00 $4,200.00 EQUIPMENT Per hour rate for Dump truck and Vacuum Excavator 8 $50.00 $400.00 MATERIAL Misc material and disposal fees 1 $400.00 $400.00 Subtotal:$5,000.00 Hourly billing rates shall remain in effect for the duration of the project. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Federal Terms and Conditions FEDERAL TERMS AND CONDITIONS: During the performance of the contract, the Contractor must agree to comply with all applicable Federal laws and regulations including but not limited to the following: AFFIRMATIVE ACTION: The work to be performed under this contract is on a project assisted under a program providing direct federal financial assistance from the United States Department of Housing and Urban Development (HUD) and subject to 24 CFR 85.36(e). CITY hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, disadvantaged, minority and women's business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. Minority and women-owned and operated businesses encouraged to apply. SECTION 3: The work to be performed under this contract is on a project assisted under a program providing direct federal financial assistance from the HUD, Community Development Block Grant Program, and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701u. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low and moderate income persons residing within the project area and that the contracts for work in connection with the project be awarded to eligible business concerns which are located in, or owned in substantial part by persons residing in the area of the project. Regulations for implementing the Section 3 clause are contained in 24 CFR 135, as amended, and as specified in the project specifications. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. EQUAL OPPORTUNITY: During the performance of this Contract, the Contractor agrees as follows: EXHIBIT D DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 1. The Contractor with comply with Executive Order 11246 of September 24, 1965 entitled Equal Employment Opportunity as amended by Executive Order 11375 of October 1967 as supplemented in Department of Labor regulations (41 CFR chapter 60). 2. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion, transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City Setting forth the provisions of this nondiscrimination clause. 3. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin. 4. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 8. The Contractor shall file, and shall cause each of his subcontractors to file, Compliance Reports with the contracting agency or the Secretary of Labor as may be directed. Compliance Reports shall be filed within such times and shall contain such information as to the practices, policies, programs, and employment policies, programs, and employment DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 statistics of the contractor and each subcontractor, and shall be in such form, as the Secretary of Labor may prescribe. 9. Bidders or prospective contractors or subcontractors may be required to state whether they have participated in any previous contract subject to the provisions of this Order, or any preceding similar Executive order, and in that event to submit, on behalf of themselves and their proposed subcontractors, Compliance Reports prior to or as an initial part of their bid or negotiation of a contract. 10. Whenever the Contractor or subcontractor has a collective bargaining agreement or other Contract or understanding with a labor union or an agency referring workers or providing or supervising apprenticeship or training for such workers, the Compliance Report shall include such information as to such labor union's or agency's practices and policies affecting compliance as the Secretary of Labor may prescribe: Provided, That to the extent such information is within the exclusive possession of a labor union or an agency referring workers or providing or supervising apprenticeship or training and such labor union or agency shall refuse to furnish such information to the contractor, the contractor shall so certify to the Secretary of Labor as part of its Compliance Report and shall set forth what efforts he has made to obtain such information. 11. The Secretary of Labor may direct that any bidder or prospective contractor or subcontractor shall submit, as part of his Compliance Report, a statement in writing, signed by an authorized officer or agent on behalf of any labor union or any agency referring workers or providing or supervising apprenticeship or other training, with which the bidder or prospective contractor deals, with supporting information, to the effect that the signer's practices and policies do not discriminate on the grounds of race, color, religion, sex or national origin, and that the signer either will affirmatively cooperate in the implementation of the policy and provisions of this order or that it consents and agrees that recruitment, employment, and the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions of the order. In the event that the union or the agency shall refuse to execute such a statement, the Compliance Report shall so certify and set forth what efforts have been made to secure such a statement and such additional factual material as the Secretary of Labor may require. 12. The Contractor will cause the foregoing provisions to be inserted in all subcontracts for work covered by this Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. CONFLICT OF INTEREST OF MEMBERS, OFFICERS, OR EMPLOYEES OF CONTRACTORS, MEMBERS OF LOCAL GOVERNING BODY, OR OTHER PUBLIC OFFICIALS: Pursuant to 24 CFR 570.611, no member, officer, or employee of the Grantee, or its designees or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercise or have exercised any functions or responsibilities with respect to CDBG activities assisted under this part, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or have a financial interest in any contract, subcontract or agreement with respect to a CDBG-assisted activity or its proceeds, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one (1) year thereafter. The Grantee shall incorporate, or cause to be incorporated, in all such contracts or subcontracts a provision prohibiting such interest pursuant to the purposes of this Section. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 INSURANCE: Maintenance, if so required by law, unemployment insurance, disability insurance and liability insurance, which is reasonable to compensate any person, firm, or corporation, who may be injured or damaged by the contractor, or any subcontractor in performing the grant activity(ies) or any part of it. DISADVANTAGED/MINORITY/WOMEN BUSINESS ENTERPRISE FEDERAL REGULATORY REQUIREMENTS UNDER 24 CFR 85.36(e): The Contractor will take all necessary affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible. 1. Affirmative steps shall include: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; v. Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. COPELAND “ANTI-KICKBACK” ACT (18 U.S.C. 874): Contractor shall comply with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). COMPLIANCE WITH ALL FEDERAL LABOR STANDARD PROVISIONS: Contractor shall comply with all provisions contained in the form HUD-4010, Federal Labor Standards Provisions. COMPLIANCE WITH SECTIONS 103 AND 107 OF THE CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. 327-330): Contractor will comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR part 5). Requires the contracting officer to insert the clauses set forth in 29 CFR part 5, Construction contracts awarded by grantees and subgrantees in excess of $2000, and in excess of $2500 for other contracts which involve the employment of mechanics or laborers) REQUIREMENTS AND REGULATIONS PERTAINING TO DATA AND DESIGN: All data and design and engineering work created under this Agreement shall be owned by the City and shall not be subject to copyright protection. The rights to any invention which is developed in the course of this Agreement shall be the property of the City. REQUIREMENTS AND REGULATIONS PERTAINING TO REPORTING: The City, State CDBG, HUD and the Comptroller General of the United States or any of their duly authorized representatives shall be granted access to any books, documents, papers and records of Contractor which are directly pertinent the contract. COMPLIANCE WITH CLEAN AIR ACT AND CLEAN WATER ACT: DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 Contractor shall comply with all applicable standards, orders and requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h). 1. Contractor shall comply with all applicable standards, orders and requirements issued under Section 508 of the Clean Air Act (33 U.S.C. 1368). 2. Contractor shall comply with Executive Order 11738 and Environmental Protection Agency regulations (40 CFR Part 15). COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT (Pub. L. 94-163, 89 Stat. 871): The Contractor shall comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163,89 Stat. 871). D/MBE/WBE IMPLEMENTATION GUIDELINES: The following information, as applicable, shall be retained by Contractor and produced upon request by General Services if determined by General Services to be necessary to establish the bidder's "good faith efforts" to meet the Disadvantaged/Minority/Women Business Enterprise (D/M/WBE) requirements. 1. The names and dates of advertisement of each newspaper, trade paper, and minority- focus paper in which a request for D/M/WBE participation for this project was placed by the bidder. 2. The names and dates of notices of all certified D/M/WBEs solicited by direct mail for this project and the dates and methods used for following up initial solicitations to determine with certainty whether the D/M/WBEs were interested. 3. The items of work for which the bidder requested subbids or materials to be supplied by D/M/WBEs, the information furnished interested D/M/WBEs in the way of plans, specifications and requirements for the work, and any breakdown of items of work into economically feasible units to facilitate D/M/WBE participation. Where there are D/M/WBEs available for doing portions of the work normally performed by the bidder with his own forces, the bidder will be expected to make portions of such work available for D/M/WBEs to bid on. 4. The names of D/M/WBEs who submitted bids for any of the work indicated in (3) above, which were not accepted, a summary of the bidder's discussions and/or negotiations with them, the name of the subcontractor or supplier that was selected for that portion of work, and the reasons for the bidder's choice. If the reason for rejecting the D/M/WBE bid was price, give the price bid by the rejected D/M/WBE and the price bid by the selected subcontractor or supplier. 5. Assistance that the bidder has extended to D/M/WBEs identified in (4) above to remedy the deficiency in their sub-bids. 6. To find a D/M/WBE certified firm, you may call (916) 445-3520, go on-line to: http://www.dot.ca.eov/hq/bep, or via mail at: D/M/WBE Listing for County, CalTrans - Publications Distribution Unit, 1900 Royal Oaks, Sacramento, CA 95815-3800. AUDIT, RETENTION AND INSPECTION OF RECORDS: The Contractor agrees that the (City/County), the Department of Housing and Community Development, the Federal Department of Housing and Urban Development (HUD), or its designee will have the right to review, obtain, and copy all records pertaining to performance of DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 this Agreement. The Contractor agrees to provide any relevant information requested and shall permit the (City/County), the Department of Housing and Community Development, the Federal Department of Housing and Urban Development (HUD), or its designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with California Public Contract Code (PCC) Section 10115 et seq., Government Code (GC) Section 8546.7 and 2 CCR 1896.60 et seq. The Contractor further agrees to maintain such records for a period of five (5) years after final payment under this Agreement, and that on or before the end of the five (5) year audit/retention period, the Consultant shall release and deliver to the (City/County) all original records and related documentation. DocuSign Envelope ID: CB3A8FA0-2D1B-435A-AFFB-2B3A3AEF92B2Docusign Envelope ID: 06F9F413-B727-44D0-937A-B91E51308BE6Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/31/2025 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Robyn Catania 360-626-9535 CertsDesignPro@AssuredPartners.com License#:6003745 Travelers Property Casualty Company of America 25674 TJKM000-01 Travelers Casualty and Surety Co of America 31194TJKM dba:TJKM Transportation Consultants 4305 Hacienda Dr.,Suite 550 Pleasanton CA 94588 The Travelers Indemnity Company of Connecticut 25682 1761976954 A X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6800J039683 4/1/2025 4/1/2026 2,000,000 C 1,000,000 X Y Y BA5R185660 4/1/2025 4/1/2026 A X X 5,000,000YCUP0D4518984/1/2025Y 4/1/2026 5,000,000 X 0 A X N Y UB0K938923 4/1/2025 4/1/2026 1,000,000 1,000,000 1,000,000 B Professional Liab &Poll.Liab 106898029 4/1/2025 4/1/2027 Per Claim Aggregate Limit $5,000,000 $5,000,000 The following policies are included in the underlying schedule of insurance for umbrella/excess liability:General Liability/Auto Liability/Employers Liability/Employee Benefits Liability. REF:HAWK for Gateway Senior Apartments.GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED:City of Gilroy,its officers,officials and employees are named as Additional Insured as respects General Liability and Auto Liability as required per written contract.General Liability is Primary/Non-Contributory per policy form wording.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers Compensation.The Professional Liability policy is Claims-Made.Professional Liability Retroactive Date:1/1/1974.30 Days Notice of Cancellation. 30 Day Notice of Cancellation City of Gilroy,its officers, officials and employees 7351 Rosanna Street Gilroy,CA 95020 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò   Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸· »²¼±®»³»²¬°»®º±®³»¼ º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑÐ®±°»®¬·»ô×²½òôîððì Ð¿¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6800J039683 04/01/2025 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò    Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×ß²×²«®»¼·¿³»²¼»¼¬±·²ó Ì¸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô Ç±«®¿½¬±®±³··±²å±®±² ¬¸» °®±¶»½¬ø±¬¸»®¬¸¿² »®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó Ì¸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼ «» ¾§¿²§°»®±² ±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®Ý±³°¿²·»ô×²½òß´´®·¹¸¬®»»®ª»¼ò Ð¿¹»ï±ºï ×²½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ô×²½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6800J039683 04/01/2025 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Compa ny.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA5R185660 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA5R185660 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6800J039683Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II – K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6800J039683 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB0K938923 Travelers Property Casualty Company of America 3/31/2025 Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0 BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE © 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-5R185660Docusign Envelope ID: 9D43DF99-33C6-4A92-A21B-0102A21B9CC0