HomeMy WebLinkAboutAgreement - Cornerstone Environmental Contractors, Inc. - Signed: 2026-06-24City of Gilroy
Agreement/Contract Tracking
Today’s Date:
June 24, 2026 Your Name: Sheila Castillo
Contract
Type:
Services over $5k - Contractor -
NO ENG OR DESIGN
Phone Number: 408-846-0569
Contract Effective Date:
(Date contract goes into effect)
6/23/2026
Contract Expiration Date: 12/31/2026
Contractor / Consultant Name
and Address:
Cornerstone Environmental Contractors, Inc.
Contract Subject:
(no more than 100 characters)
Irrigation Pump Station Replacement at Christmas Hill Park – Ranch Site
Contract Amount:
(Inclusive of Orig. and all
amendment amounts)
$52,451, plus 10% contingency (Max $57,697)
By submitting this form, I confirm
this information is complete:
☒ Procurement method per City Purchasing Policy followed
(including Special Policies such as Local Vendor Preference and
Wage Theft)
☐ AB339, Bargaining Group was notified on N/A
(Write ‘N/A’ if not applicable)
☒ Item is budgeted in Org/Obj 1005510 / 53142
☒ Terms of the agreement (start date and completion dates or “until
project completion”, cap of compensation to be paid)
☒ Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
☒ W-9 (Taxpayer ID or SS#) and Contractor License # if applicable
☒ Insurance (Certificate and Endorsement Pages)
☒ Contractor/Consultant signature, name and title
☐ City Administrator or Department Head Name, City Clerk (Attest),
City Attorney (Approved as to Form) THIS STEP FULFILLED BELOW
Routing Steps for Electronic Signature
Department Head
Risk Manager
City Attorney Approval As to Form
City Administrator (if needed)
City Clerk Attestation
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Term
3-Quote Form
Request for Proposal (RFP)
Bid
Cooperative Contract
Piggyback
Single Source
Sole Source
Public Works *
Only one supplier exists for this good or service. How will I justify the purchase from this supplier?
New construction, alteration, major repair or improvement of any public structure, building, road or other public
improvement including drainage, water, sewer systems, lighting and signaling systems. Excludes maintence
required to preserve public improvement .
Definition
What is the best price I can find by soliciting three different quotes?
Here is what we wish to accomplish, the qualifications, specifications, time frames, and other requirements. How
would you complete the job for us and at what price?
Here is exactly what we need to have done, the qualifications, specifications, time frames, and requirements that
must be met. What is the price?
Is there an existing contract that has been awarded as the result of a competitive procurement process that can
meet our needs?
Using another agency's already negotiated pricing and terms to purchase goods/service
There are multiple suppliers for this, but how can I justify purchasing from just one that I select without competition
required by the municipal code?
Dollar Threshold $0 - $4,999 $5,000 - $49,999 $50,000 - $99,999 $100,000 +under $220K
over $220K or
Design/Build
projects over
$1 mil
Purchasing Authority Staff Department Head City Adminstrator City Council City Council City Council
Procurement Method
quote is not needed
but dept is
encouraged to price
shop
3-quote form,
Informal RFP,
Cooperative,
Piggyback
Informal RFP,
Cooperative,
Piggyback
Formal BID,
RFP,
Cooperative,
Piggyback 3-quote form
Formal BID,
RFP, RFQ/P
Documentation needed Vendor invoice 3-quote form Informal RFP
Formal BID,
RFP 3-quote form
Formal BID,
RFP, RFQ/P
Obtain Bid, RFP, RFQ #
from Purchasing no no yes yes no yes
Advertisement required no no City website
City website
and newspaper no
City website and
newspaper
Lowest bid or best value
lowest bid or best
value with
justification
lowest bid or best
value with
justification best value lowest bid
lowest bid or
best value with
justification
lowest bid
(best value can
be used for
Design/Build)
Payment method
Pcard or check
request PO or Contract PO or Contract PO or Contract PO or Contract PO or Contract
Contract splitting into smaller components to determine a different purchase authority is NOT ALLOWED.
Public Works *Goods and Services (General and Professional)
City of Gilroy Procurement Quick Reference
Services with a value of $10,000 or more requires a written contract on City template.
This is not a substitute for the full Purchasing Policy
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AGREEMENT FOR SERVICES
[General Services]
This Agreement for Services (the “Agreement”) is entered into as of June 23 , 2026 (the
“Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly
organized and existing under the laws of the State of California, and Cornerstone Environmental
Contractors, Inc. (“CONTRACTOR”).
ARTICLE 1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and continue in effect through
December 31, 2026 (“End Date”), unless sooner terminated in accordance with the provisions of
Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement
shall be the date this Agreement is executed by the authorized CITY representative. The term of
this Agreement may be extended by amendment in accordance with Article 9.A.It is intended that
termination of this Agreement be contemporaneous with the final acceptance of all services
described in Exhibit B by the Gilroy City Administrator or designee.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
Both parties understand and agree that CONTRACTOR, and any person working for or under the
direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint
venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an
employer-employee relationship between CITY and CONTRACTOR or any employee or agent of
CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’s employees,
including, without limitation, disability or unemployment insurance, workers’ compensation,
medical insurance, sick leave, retirement benefits, or any other employment benefits.
CONTRACTOR retains the right to perform services for others during the term of this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A
(“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods
described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this
Agreement.
B. Method of Performing Services
CONTRACTOR will determine the method, details, and means of performing the above-described
Services. CITY has no right to control the manner or determine the method of accomplishing
CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required
to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not
required to purchase or rent any tools, equipment or services from CITY.
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C. Employment of Workers
CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as
CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this
Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E,
below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance
of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all
compensation and expenses of these workers and for all State and Federal income tax,
unemployment insurance, Social Security, disability insurance, and other applicable withholding.
As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its
officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article
5.D from and against any and all third-party claims arising from allegations that an employee-
employer relationship exists between CITY and an employee or subcontractor of CONTRACTOR
or of any of its subcontractors.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the Services to be performed by CONTRACTOR, CITY shall pay
CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation
shall be without right to any additional compensation of any kind or type whatsoever, including,
without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY
shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written
authorization from CITY, that exceed the total compensation amount provided herein. In the event
of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount
of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to
CONTRACTOR for the complete and satisfactory performance of the Services in accordance with
this Agreement exceed $52,451.17, plus 10% contingency.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice
CITY no more than once every thirty (30) days.
C. Payment
Payment will be due according to the payment schedule set forth in Exhibit D. No payment will
be made unless CONTRACTOR has first provided CITY with a written invoice describing the
work performed and any approved direct expenses (as provided for in Exhibit A, Section III)
incurred during the preceding period. CITY shall have no obligation to pay for any work or direct
expenses not invoiced within ninety (90) days of the date such work was performed or such
expenses were incurred. Expenses shall not be invoiced until incurred.
If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR of the
objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and
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pay that portion of the invoice not in dispute. It shall not constitute a breach of this Agreement for
CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection
by mutual agreement of both parties hereto.
D. Costs and Expenses Incident to Performance
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of
Services for CITY, including, without limitation, all costs of equipment used or provided by
CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against
CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be
responsible for any expenses incurred by CONTRACTOR in performing Services for CITY,
except for those expenses constituting approved “direct expenses” referenced in Exhibit A,
Section III.
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Compliance with Laws
CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in
fulfilling CONTRACTOR’s obligations under this Agreement.
Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions
of California Labor Code Section 1735, and California Government Code Section 12940,
obligating every worker and/or subcontractor under a contract or subcontract to CITY for public
works or for goods or services to refrain from discriminatory employment or subcontracting
practices on the basis of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, genetic information, marital status, sex, gender, gender
identity, gender expression, age, sexual orientation, or military and veteran status of any employee,
applicant for employment, or any potential subcontractor.
Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and
maintenance work performed under certain public works contracts is subject to all State laws
regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770
et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000
and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000,
CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws.
____________(initial) If the box to the left of this sentence is checked and the line
beside it initialed by CITY, CONTRACTOR and its subcontractors must comply
with State Prevailing Wage Laws and the provisions set forth in Section G of
Exhibit A apply.
INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or
not the box above is checked and the line initialed, it is ultimately the responsibility of the
CONTRACTOR and all subcontractors to determine for themselves whether any Services
provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest
extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through
counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers,
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officials, representatives, agents, employees, and volunteers, against any and all suits, damages,
costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’
fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials,
representatives, agents, employees, and volunteers, whether explicitly or implicitly through any
number of actions or representations, related to any classification that a project constitutes a public
works project which must comport with State Prevailing Wage Laws.
B. Professional Standard of Care
CONTRACTOR shall perform all Services and duties in conformance to and consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
County of Santa Clara and the State of California.
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONTRACTOR will not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’s review, acceptance or payment for any of the Services shall not be construed to operate as
a waiver of any rights under this Agreement or of any cause of action arising out of the performance
of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with
applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of
any of the Services furnished under this Agreement.
C. Insurance
CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration
of this Agreement (and any additional time as may be required in Exhibit E for particular
coverage).
D. Indemnification of Liability, Duty to Defend
CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to,
and are not limited by, the indemnification provision detailed in Article 5.A related to the State
Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E.
To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold
harmless, through counsel approved by CITY (which approval will not be unreasonably withheld),
CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and
all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses,
including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services
or this Agreement, including all claims relating to the failure to pay wages, or the injury or death
of any person or damage to any property, however caused, regardless of any negligence of CITY,
excepting only such injury or death of any person, damage to any property, or any other loss,
damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers,
officials, representatives, agents, employees, or volunteers.
To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold
harmless, through counsel approved by CITY (which approval will not be unreasonably withheld),
CITY, its officers, representatives, agents and employees from and against any and all claims,
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suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including,
without limitation, reasonable attorneys’ fees, arising out of any injury, disability, or death of any
of CONTRACTOR’s employees.
Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract”
within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend,
indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and
volunteers shall not extend to any injury or death of any person, damage to any property, or any
other loss, damage, or expense caused by the sole or active negligence or willful misconduct of
CITY, its officers, officials, representatives, agents, employees, or volunteers.
Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of
Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including
CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of CONTRACTOR.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by
CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
F. State and Federal Taxes
As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is
responsible for paying all required State and Federal taxes. Without limiting the foregoing,
CONTRACTOR acknowledges and agrees that:
CITY will not withhold FICA (Social Security) from payments to
CONTRACTOR;
CITY will not make State or Federal unemployment insurance contributions on
behalf of CONTRACTOR;
CITY will not withhold State or Federal income tax from payments to
CONTRACTOR;
CITY will not make disability insurance contributions on behalf of
CONTRACTOR;
CITY will not obtain workers’ compensation insurance on behalf of
CONTRACTOR.
G. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended
from time to time. CONTRACTOR shall also require such compliance of all subcontractors
performing work under this Agreement, subject to the limitations on assignment and
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subcontracting contained in Article 5.E above. CONTRACTOR shall defend, indemnify and hold
harmless, through counsel approved by CITY (which approval will not be unreasonably withheld),
CITY, its officers, officials, representatives, agents, employees, or volunteers, against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including,
without limitation, reasonable attorneys’ fees, that may arise out of any violations of the Act by
CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable
times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to
the performance of CONTRACTOR’s duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONTRACTOR. Such assignment will not release
CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement.
ARTICLE 7. TIME OF COMPLETION
A. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
B. Commencement of Services
CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the
CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A.
C. Contract Time
CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C.
D. Adjustments to Schedule
The term of this Agreement and/or the time periods described in Exhibit C may only be extended
by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with
Article 9.A.
ARTICLE 8. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later
than thirty (30) days prior to any such sale. CITY will have the option of terminating this
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Agreement by providing written notice of termination in accordance with Article 9.J, within thirty
(30) days after receiving such notice of sale.
If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated
upon death of CONTRACTOR.
B. Termination by CITY Without Cause
Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement
without cause at any time upon giving ten (10) days written notice to CONTRACTOR in
accordance with Article 9.J. CONTRACTOR shall immediately stop work upon receipt of such
notice except as may be necessary to safeguard and protect a project site, and shall be entitled to
compensation per this Agreement for work performed prior to work stoppage.
C. Termination by CITY for Material Breach by CONTRACTOR
Should CONTRACTOR breach any provision of this Agreement and such breach be material,
CITY may, but is not obligated to, terminate this Agreement by providing written notice to
CONTRACTOR in accordance with Article 9.J. For the purposes of this section, material breach
of this Agreement includes, but is not limited to the following:
1. CONTRACTOR’s failure to professionally and/or timely perform any of the
Services contemplated by this Agreement.
2. CONTRACTOR’s breach of any of its representations, warranties or covenants
contained in this Agreement.
Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S
material breach of this Agreement, then in addition to any other rights and remedies CITY may
have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all
costs and expenses incurred by CITY in order to complete those tasks constituting the scope of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONTRACTOR for the performance of those tasks
pursuant to this Agreement.
D. Termination by CONTRACTOR for CITY’s Failure to Make Agreed-Upon
Payments
If CITY fails to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of
this Agreement by the date due, then if and only if such nonpayment constitutes a material breach
under this Agreement, CONTRACTOR may, but is not obligated to, terminate this Agreement if
such breach is not remedied by CITY within thirty (30) days after written demand for such payment
is given by CONTRACTOR to CITY in accordance with Article 9.J.
E. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONTRACTOR shall
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cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in
connection with this Agreement. CONTRACTOR will 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 amount set forth in Article 4.A of this
Agreement for its Services which have been fully, competently and timely rendered by
CONTRACTOR. CONTRACTOR shall within ten days of receipt of notice of termination deliver
to CITY all work done toward completion of the Services required hereunder in the format of
electronically stored files where available (including, without limitation, documents, spreadsheets,
video and images, AUTOCAD or other design files, and the like) and shall act in such a manner
as to facilitate the assumption of CONTRACTOR’s duties by any new contractor hired by the
CITY to complete such Services, including the use of the files required to be delivered hereunder.
ARTICLE 9. GENERAL PROVISIONS
A. Amendment & Modification
No amendment, modification, alteration or change to the terms of this Agreement will be effective
unless and until made in a writing signed by both parties hereto.
B. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees and costs, 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.
C. Binding on Successors and Assigns
The covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind,
the heirs, successors, executors, administrators, and assigns of both parties hereto.
D. Interpretation
The captions and headings of the various articles, sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
This Agreement contains the contributions of both parties, each of whom has had the opportunity
to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil
Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall
have no application to the construction of this Agreement.
E. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no employee, officer, or elected official
of the CITY or of any public agency interested in this Agreement has any pecuniary interest in the
business of CONTRACTOR, and that no person associated with CONTRACTOR has any interest
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that would constitute a conflict of interest in any manner or degree as to the execution or
performance of this Agreement.
F. 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 hereunder by CONTRACTOR for CITY
and contains all the covenants and agreements between the parties with respect to the rendering of
such Services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and are not binding upon CITY.
G. Exhibits Incorporated
All exhibits referred to in this Agreement and attached to it are hereby incorporated by reference.
In the event there is a conflict between the terms in the body of this Agreement and any of the
terms of any exhibit to this Agreement, the terms in the body of this Agreement shall control.
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. 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 will have any claim or right of action hereunder for
any cause whatsoever.
J. Notices
Any notices required or permitted to be given hereunder shall be given in writing and shall be
delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by
overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile
(fax) or email. Notices or demands shall be addressed as follows:
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CITY: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
With a copy to: City of Gilroy
Attn: Director, Public Works Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
CONTRACTOR: Cornerstone Environmental Contractors, Inc.
Pump Services Division
PO Box 5127
Concord, CA 94524
or to such other address as either party may from time to time specify in writing to the other party
in accordance with this paragraph.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business
day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S.
mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the
next business day (if faxed or emailed after 5:00 p.m.)
K. Severability
If any provision of this Agreement, including any exhibit hereto, is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify
this Agreement so that the transactions and agreements contemplated herein are consummated as
originally intended to the fullest extent possible.
L. Survival Clause
CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights
and remedies, as provided in this Agreement, survive the expiration or any termination of this
Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and
CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B.
M. Waiver
Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition
or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR,
or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other
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term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation
of the same or of any other term, covenant, condition, provision, ordinance or law, by
CONTRACTOR.
N. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. This
Agreement and any other documents to be delivered in connection herewith may be electronically
signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged
signatures provided by DocuSign or any other digital signature provider) appearing on this
Agreement or such other documents shall have the same force and effect as handwritten signatures
for the purposes of validity, enforceability and admissibility.
Executed at Gilroy, California, on the date and year written below.
CONTRACTOR: CITY:
Cornerstone Environmental Contractors,
Inc.
CITY OF GILROY
By: By:
Name:Eric James Name:Matt Morley
Title: President Title: City Administrator
Social Security or Taxpayer Date:
Identification Number
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT A
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To
accomplish that end, CONTRACTOR agrees to assign Ron Harvey , who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision, and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to
Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this
Agreement, John Sousa will be the designated CITY contact person(s). The Notice to Proceed
may be in the form of email, letter or fax authorizing commencement of the Services. The Notice
to Proceed shall be given in accordance with Article 9.J of this Agreement, or may be given by
email.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance with
the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final
Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion,
it has completed all of the Services as required by the terms of this Agreement and, if so requested,
CITY will make a determination of completion within two (2) weeks of such request, or if CITY
determines that CONTRACTOR has not completed all of such Services as required by this
Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure
to make such a determination of completion within two (2) weeks shall be deemed to constitute
CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance.
III. PAYMENT OF FEES AND DIRECT EXPENSES
Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be
obligated to pay for those direct expenses that have been previously approved in writing by CITY.
CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct
expenses.
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Copies of pertinent financial records, including, without limitation, invoices, must be included
with the submission of billing(s) for all direct expenses.
IV. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR represents and warrants that it has the qualifications, skills, and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied, contained
herein, and CITY expressly relies upon CONTRACTOR’s representations and warranties
regarding its skills, qualifications and licenses.
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 will 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 will be that used by CITY for similar
purposes.
If such deliverables are required under this Agreement, 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 will include his or her name and
license number. Interim documents will 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 will bear the signature
and seal of that licensee and the date of signing and sealing or stamping.
B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, without limitation, invoices,
vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any
and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall maintain for a minimum period of three (3) years from the date of final payment to
CONTRACTOR, or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONTRACTOR, all of which will be made available to CITY at the CITY’s
offices within five (5) business days after CITY’s request.
C. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without
limitation, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR and will 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
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CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR shall not use
CITY’s name or insignia, or distribute publicity pertaining to the Services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
D. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
E. OWNERSHIP OF MATERIAL.
All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request
(whether during or after the term of this Agreement), but CONTRACTOR may retain and use
copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered
shall become the property of the CITY, but they shall remain the property of CONTRACTOR
prior to the delivery thereof.
CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent,
copyright, trademark, trade secret, or any other intellectual property right of any third-party, and
any claims arising out of an actual or alleged breach of this representation and warranty shall be
subject to CONTRACTOR’s obligations pursuant to Article 5.D.
Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any
time for any work, whether or not associated with the Services rendered under this Agreement.
However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR
from, damages resulting from the use of the Materials for work other than for the Services,
including, without limitation, the release of Materials to third parties for work other than on the
Services rendered under this Agreement.
F. FEDERAL OR STATE FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves Federal
or State funding and the requirements of this Section IV.F, below, apply.
1. DBE Program
CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
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2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost
for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONTRACTOR, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, CITY shall have the right to annul this Agreement without
liability or, at its discretion, to deduct from the price or consideration specified in this Agreement,
or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
other consideration.
4. Byrd Anti-Lobbying Amendment
If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars
($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352.
5. Additional Federal Requirements
If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of
Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and
Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean
Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251,
et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and
understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR
200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,”
which are incorporated herein by reference as though fully set forth.
G. PREVAILING WAGE REQUIREMENTS.
If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article
5, the following requirements apply:
1. Payment of Prevailing Wages
CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no
less than the applicable prevailing wage rate.
2. Prevailing Wage Rates
The prevailing wage rate of per diem wages is available online at the following website:
https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONTRACTOR and all
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subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and
shall make them available to any interested party upon request.
3. Penalties for Violations
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event
a worker is paid less than the prevailing wage rate for the work or craft in which the worker is
employed. This shall be in addition to any other applicable penalties allowed under Labor Code
Sections 1720 through 1861.
4. Payroll Records
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which
generally requires keeping accurate payroll records, verifying and certifying payroll records, and
making them available for inspection. CONTRACTOR and all subcontractors shall also furnish
records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner
required by Labor Code Section 1771.4.
5. Apprentices
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6,
and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure
their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject
to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to
the standards enumerated in Labor Code Section 1777.7.
6. Working Hours
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through
1815, including but not limited to restricting working hours on public works contracts to eight (8)
hours a day
7. Contractor and Subcontractor Registration Requirements
CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or
proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the
performance of any contract for public work, as defined in this chapter, unless currently registered
and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation
of this section for an unregistered contractor to submit a bid that is authorized by Business and
Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5,
provided the contractor is registered to perform public work pursuant to Labor Code Section
1725.5 at the time the contract is awarded.
8. Compliance Monitoring and Enforcement
This Agreement and the Services provided thereunder are subject to compliance monitoring and
enforcement by the Department of Industrial Relations.
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EXHIBIT B
SCOPE OF SERVICES
Location of Work: Christmas Hill Park RanchSite - 1049 Miller Avenue Gilroy, CA 95020
The scope of work consists of furnishing and installing a replacement irrigation pump station at
the Christmas Hill Park Ranch Site. The existing aging pump station shall be replaced with a new
packaged Watertronics Model 5000-2-25-480-3-350-80 pump station system designed to improve
operational reliability, pressure regulation, and energy efficiency for the reclaimed water irrigation
system.
The Contractor shall provide all labor, materials, equipment, tools, transportation, supervision, and
incidentals necessary to complete the work, including, but not limited to, the following:
1. Removal and lawful disposal of existing pump station equipment, appurtenances, and
associated components as necessary to accommodate installation of the new system.
2. Furnishing and installation of a factory-built packaged Watertronics pump station,
complete with all components required for a fully operational system.
3. Furnishing and installation of a new Variable Frequency Drive (VFD) control panel
integrated with the pump station.
4. Connection of the new pump station to the existing irrigation piping system, including all
required fittings, valves, and appurtenances necessary for a complete installation.
5. Connection of the new pump station and VFD control panel to the existing electrical
service and associated control wiring.
6. Coordination with the Owner regarding required shutdowns, tie-ins, testing, and
commissioning activities.
7. Startup, testing, and commissioning of the complete pump station system to verify proper
operation and performance.
8. Adjustment, programming, and calibration of control systems to ensure proper pressure
regulation and variable-demand operation.
9. Training of City personnel in the operation, maintenance, and troubleshooting of the
installed pump station and control system.
The packaged pump station shall be factory assembled and specifically designed for irrigation
system pressure regulation and variable-demand operation utilizing VFD controls. Upon
completion, the system shall provide automatic pressure management, improved operational
efficiency, and reliable performance under varying irrigation flow conditions.
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All work shall be performed in accordance with the Contract Documents, manufacturer
recommendations, applicable codes and regulations, and industry standards.
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EXHIBIT C
MILESTONE SCHEDULE
Materials to be ordered by June 30, 2026 and date shall be scheduled for installation.
Work to be completed by August 30, 2026.
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EXHIBIT D
PAYMENT SCHEDULE
Work to be invoiced upon completion of the project to the City's satisfaction, with invoices to be
paid within 30 days of receipt.
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EXHIBIT E
INSURANCE [General Services]
CONTRACTOR shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder and the results of that work by the CONTRACTOR, his
agents, representatives, employees or subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an “occurrence” basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate
limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if
Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit
no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits,
and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for
bodily injury or disease.
If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown
above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the CITY.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds
on the CGL policy with respect to liability arising out of work or operations performed by or on
behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection
with such work or operations. Coverage can be provided in the form of an endorsement to the
CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or the addition of
both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
Primary Coverage
For any claims related to this contract, the CONTRACTOR’s insurance coverage shall be primary
and non-contributory and at least as broad as ISO CG 20 01 12 19as respects the CITY, its officers,
officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its
officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance
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and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella
liability policies.
Umbrella or Excess Policy
The CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as
required in this agreement. The Umbrella or Excess policies shall be provided on a true “following
form” or broader coverage basis, with coverage at least as broad as provided on the underlying
Commercial General Liability insurance.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the CITY.
Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of
said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under
such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect
this waiver of subrogation, but this provision applies regardless of whether or not the CITY has
received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by CITY. CITY may require the
CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay
losses and related expenses within the retention. The policy language shall provide, or be endorsed
to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided for at least
five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, the
CONTRACTOR must purchase “extended reporting” coverage for a minimum of five
(5) years after completion of work.
Verification of Coverage
CONTRACTOR shall furnish the CITY with original certificates and amendatory endorsements
or copies of the applicable policy language effecting coverage required by this clause All
documents are to be received and approved by the CITY before work commences. However,
failure to obtain the required documents prior to the work beginning shall not waive the
CONTRACTOR’s obligation to provide them. The CITY reserves the right to require complete,
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certified copies of all required insurance policies, including endorsements required by these
specifications, at any time.
Special Risks or Circumstances
CITY reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
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