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HomeMy WebLinkAboutBlair, Church & Flynn - Joint Trunk Sewer ReplacementAGREEMENT FOR SERVICES This AGREEMENT made this 30th day of November, 2011 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Blair, Church & Flynn Consulting Engineers, having a principal place of business at 451 Clovis Ave., Suite 200, Clovis, CA 93612. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on December 7, 2011 and will continue in effect through December 31, 2012 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. 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 WPAPP1740364.6 -1- 100108- 04706083 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 $116,000. 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 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." WPAPP1740364.6 -2- 100108- 04706083 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) Professional Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY, 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 misconduct 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) Other Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY, 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 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, 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 and aggregate. As a condition precedent to CITY'S 1VPAPP1740364.6 - 100108- 04706083 obligations under this Agreement, CONSULTANT shall furnish 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) 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. 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. 1VPAPP1740364.6 -4- 100108- 04706083 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 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 tenninate 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. 1VPAPP1740364.6 -5- 100108- 04706083 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 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 WPAPP1740364.6 -6- 100108- 04706083 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. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of 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. 1VPAPP1740364.6 -%- 100108- 04706083 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: Blair, Church & Flynn Consulting Engineers By: Name: Karl Kienow Title: Principal Social Security or Taxpayer Identification Number q4 - 1494814- Approved as to Form -z-�—raid a Ton - City Attorney IVPAPP1740364.6 -$- 100108- 04706083 CITY: C F GILROY By. Name: Thomas J. H glund Title: City Administrator 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 Karl Kienow, 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, David Stubchaer 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. IVPAPP1740364.6 -1- 100108- 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 reports, costs estimates, plans and other documents which may be submitted or furnished by CONSULTANT shall be approved and signed by a qualified registered professional engineer in the State of California. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the professional engineer responsible for their preparation. 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 applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. WPAPPV40364.6 -2- 100108- 04706083 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. WPAPP1740364.6 -3- 100108-04706083 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: Rick Smelser, City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Blair, Church & Flynn Consulting Engineers 451 Clovis Ave., Suite 200 Clovis, CA 93612 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. ❑x 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. 1VPAPP1740364.6 -4- 100108- 04706083 EXHIBIT "B" SCOPE OF SERVICES 1VPAPP1740364.6 -1- 100108- 04706083 EXHIBIT "B" ENGINEERING SERVICES FOR JOINT TRUNK SEWER REPLACEMENT CITY OF GILROY, CALIFORNIA SCOPE OF SERVICES 30 November 2011 The City of Gilroy, California (CITY) plans to replace certain portions of the Joint Trunk Sewer, as identified on the location map included in this Scope of Services. For the purposes of this project, the portions of the Joint Trunk Sewer that are planned to be replaced are referred to as the "Project Sewer ". The total length of the Project Sewer is approximately 1.06 miles. Blair, Church & Flynn Consulting Engineers (CONSULTANT) shall provide engineering services for the preparation of construction documents, and for the provision of bidding and construction support services, as specified in this Scope of Services. CONSULTANT shall perform topographic surveys as necessary for the preparation of construction documents. Topographic surveys shall be done by conventional ground surveying methods, or by aerial photogrammetric mapping methods. In support of CONSULTANT's efforts, CITY will provide available GIS information for CITY's sewer system, stock aerial photographic coverage, and sewer system maps and as -built plans. CITY will also provide remedial work as may be necessary to gain access to sewer manholes that cannot be opened with the tools and effort normally required for sewer manhole entry. The work generally described in the foregoing paragraphs shall be accomplished by the Consultant through the provision of the engineering services enumerated in the following task outline. I. PROJECT ADMINISTRATION A. PROJECT STARTUP AND MANAGEMENT 1. Provide Project Coordination and Management for all Consultant Activities 2. Prepare and Maintain Project Schedule 3. Schedule and Conduct Project Kick -off Meeting 4. Review Existing Information Provided by City a. Obtain and Assimilate Available City GIS Information b. Obtain and Assimilate City Aerial Photography (Stock Coverage) c. Obtain and Assimilate Sewer System Maps and As -Built Plans as Necessary II. DESIGN DEVELOPMENT PHASE A. PRELIMINARY PLANS, SPECIFICATIONS AND ESTIMATE 1. Provide Traffic Control for Topographic Surveys 2. Conduct Topographic Surveys 3. Provide Geotechnical Engineering Investigation a. Minimum of seven borings along the length of the project b. Boring depths at least three feet below the planned pipe invert c. Report to include recommendations for site preparation, earthwork, trench configuration, pipe bedding, trench backfill, and protection of adjacent existing facilities 4. Prepare Preliminary Plans 5. Prepare Preliminary Construction Specifications 6. Prepare Preliminary Itemized Estimates of Quantities and Cost 7. Submit Preliminary (60 %) Plans, Specifications and Estimate B. UTILITY AND AGENCY COORDINATION 1. Conduct Office and Field Utility Investigations 2. Submit Preliminary Plans to Affected Utilities 3. Coordinate Necessary Relocation Efforts with Project Design 4. Coordinate with Other Jurisdictional Agencies and Companies a. Caltrans b. Gilroy Unified School District c. Santa Clara County 207141scp6doc Blair, Church & Flynn Consulting Engineers EXHIBIT "B" Engineering Services for Joint Scope of Services Trunk Sewer Replacement Page 2 of 3 5. Prepare and Submit Permit Applications as Necessary a. Permit application fees to be paid by City III. CONSTRUCTION DOCUMENT PHASE A. DRAFT FINAL PLANS, SPECIFICATIONS AND ESTIMATES 1. Prepare Draft Final Plans 2. Prepare Draft Final Technical Specifications 3. Incorporate City "Boilerplate" Documents 4. Prepare Draft Final Itemized Estimate of Quantities and Cost 5. Address Preliminary Review Comments 6. Submit Draft Final (90 %) Plans, Specifications and Estimate B. FINAL PLANS, SPECIFICATIONS AND ESTIMATE 1. Prepare Final Plans, Specifications and Estimate 2. Address Draft Final (90 %) Review Comments 3. Submit Final (100 %) Plans, Specifications and Estimate for Approval Signatures IV. BIDDING PHASE A. BIDDING PHASE SERVICES 1. Attend Pre -Bid Conference 2. Prepare Addenda and Clarifications 3. Attend Bid Opening and Evaluate Bid Proposal V. CONSTRUCTION PHASE AND GENERAL CONSTRUCTION CONTRACT ADMINISTRATION A. CONSTRUCTION PHASE SERVICES 1. Attend Pre - Construction Conference 2. Review Shop Drawings and other Contractor Submittals 3. Provide General Consultation and Advice a. Respond to Requests for Information (RFIs) 4. Provide Periodic Worksite Observation 5. Review Progress Payments as Requested 6. Prepare Record Drawings VI. SPECIFIC EXCLUSIONS 1. Those items listed under "Article 6. Obligations of City ", or otherwise specified as to be done or provided by CITY in the Agreement for Services. 2. Work necessary to gain access to sewer manholes that cannot be opened with the tools and effort normally required for manhole entry. 3. Inspection and evaluation of existing sewers. 4. Bypass pumping, plugging or wastewater flow diversions. 5. Field surveying other than topographic surveys for preparation of construction documents. 6. Environmental documentation necessary to meet CEQA or other applicable regulations. 7. Construction - related geotechnical engineering and testing services. 8. Construction inspection. 9. R -value testing of soils for pavement replacement design. 10. Preparation of legal descriptions and diagrams for easements and rights -of -way. 11. Determination of underground utility locations by "pothole" excavation methods. 207141scp6doc Blair, Church & Flynn Consulting Engineers EXHIBIT "B" Engineering Services for Joint Scope of Services Trunk Sewer Replacement Page 3 of 3 New 33" SS TRUNK N� T PgCHEc RgSS HY U) y J Ex. 33" -.--_— z SS Trunk N. Z _` H LLO�� \% W Ex. 24 SS Trunk (To Remain) Ex. 24 SS Trunk (To -be Removed) ' ` \, A V Hg1p� D LOCATION MAP N.T.S. , X04 \ sC<q��4' I NEW 42 -INCH SS TRUNK R. r \\ \ SCRWA Wastewater Treatment Plant 207141scp5doc Blair, Church & Flynn Consulting Engineers Legend citylimits_poly parcels EXHIBIT "C" MILESTONE SCHEDULE WPAPP\740364.6 100108 - 04706083 EXHIBIT "C" MILESTONE SCHEDULE ENGINEERING SERVICES FOR JOINT TRUNK SEWER REPLACEMENT Milestone Description Date Notice to Proceed December 7 2011 Submittal of Preliminary PS &E February 2, 2012 Submittal of Draft Final PS &E March 23, 2012 Submittal of Final PS &E Aril 27, 2012 PS &E Approval by City May 11, 2012 Award of Construction Contract July 16, 2012 Submittal of Record Drawings November 6, 2012 207141fee2.gpw 11/30/11 Blair, Church & Flynn Consulting Engineers Page 1 of 1 EXHIBIT "D" PAYMENT SCHEDULE WPAPP1740364.6 -1- 100108- 04706083 EXHIBIT "D" PAYMENT SCHEDULE ENGINEERING SERVICES FOR JOINT TRUNK SEWER REPLACMENT CITY OF GILROY, CALIFORNIA TASK DESCRIPTION PROJECT ADMINISTRATION SUBTOTALS A. PROJECT STARTUP AND MANAGEMENT 1. Provide Project Coordination and Management $ 1,520 2. Prepare and Maintain Project Schedule $ 820 3. Schedule and Conduct Project Kick -off Meeting $ 2,340 4. Obtain, Review and Assimilate Info Provided by City $ 620 SUBTOTAL: $ 5,300 PROJECT ADMINISTRATION SUBTOTAL: $ 5,300 II. DESIGN DEVELOPMENT PHASE A. PRELIMINARY PLANS, SPECIFICATIONS AND ESTIMATES 1. Provide Traffic Control for Topographic Surveys $ 3,450 2. Conduct Topographic Surveys $ 27,240 3. Provide Geotechnical Engineering Investigations $ 11,600 4. Prepare Preliminary Plans $ 12,800 5. Prepare Preliminary Construction Specifications $ 3,930 6. Prepare Preliminary Itemized Estimates of Cost $ 990 7. Submit Preliminary (60 %) Plans, Specs and Estimate $ 890 B. FINAL PLANS, SPECIFICATIONS AND ESTIMATE SUBTOTAL: $ 60,900 B. UTILITY AND AGENCY COORDINATION Prepare Final Plans, Specifications and Estimate $ 1. Conduct Office and Field Utility Investigations $ 1,260 2. Submit Preliminary Plans to Affected Utilities $ 930 3. Coordinate Relocation Efforts with Project Design $ 870 4. Coordinate with Other Agencies and Companies $ 720 5. Prepare and Submit Permit Applications as Necessary $ 1,530 SUBTOTAL: $ 5,310 DESIGN DEVELOPMENT PHASE SUBTOTAL: $ 66,210 III. CONSTRUCTION DOCUMENT PHASE A. DRAFT FINAL PLANS, SPECIFICATIONS AND ESTIMATES 1. Prepare Draft Final Plans $ 6,650 2. Prepare Draft Final Technical Specifications $ 1,700 3. Incorporate City "Boilerplate" Documents $ 430 4. Prepare Draft Final Itemized Estimates of Cost $ 930 5. Address Preliminary Review Comments $ 1,170 6. Submit Draft Final (90 %) Plans, Specs and Estimate $ 890 SUBTOTAL: $ 11,770 B. FINAL PLANS, SPECIFICATIONS AND ESTIMATE 1. Prepare Final Plans, Specifications and Estimate $ 4,120 2. Address Draft Final (90 %) Review Comments $ 1,100 3. Submit Final (100 %) PS &E for Approval Signatures $ 890 SUBTOTAL: $ 6,110 CONSTRUCTION DOCUMENT PHASE SUBTOTAL: $ 17,880 207141fee2.gpw 11/30/11 Blair, Church & Flynn Consulting Engineers Page 1 of 2 EXHIBIT "D" PAYMENT SCHEDULE ENGINEERING SERVICES FOR JOINT TRUNK SEWER REPLACMENT CITY OF GILROY, CALIFORNIA TASK DESCRIPTION IV. BIDDING PHASE SUBTOTALS A. BIDDING PHASE SERVICES 1. Attend Pre -Bid Conferences $ 1,540 2. Prepare Addenda and Clarifications $ 2,730 3. Attend Bid Openings and Evaluate Bid Proposals $ 1,540 SUBTOTAL: $ 5,810 BIDDING PHASE SUBTOTAL: $ 5,810 V. CONSTRUCTION PHASE AND GENERAL CONSTRUCTION CONTRACT ADMINISTRATION A. CONSTRUCTION PHASE SERVICES 1. Attend Pre - Construction Conferences $ 1,540 2. Review Shop Drawings and other Contractor Submittals $ 4,820 3. Provide General Consultation and Advice $ 3,150 4. Provide Periodic Worksite Observation $ 2,780 5. Review Progress Payments as Requested 6. Prepare Record Drawings $ 7,800 SUBTOTAL: $ 20,800 CONSTRUCTION PHASE SUBTOTAL: $ 20,800 BASE SERVICES TOTALS: $ 116,000 207141fee2.gpw 11/30/11 Blair, Church & Flynn Consulting Engineers Page 2 of 2 CliPnt#- 1329 BLAIRCHUR ACOR CERTIFICATE OF LIABILITY INSURANCE DTM DATE (MMIDDIYY) 08/30/10 PRODUCER Dealey, Renton & Associates P. O_, Box 12675 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Or )d, CA 94604 -2675 TYPE OF INSURANCE 51u t65 -3090 INSURERS AFFORDING COVERAGE INSURED INSURERA: National Surety Corp. Blair, Church & Flynn INSURER B: American Automobile Ins. Co. Consulting Engineers INSURER c: Liberty Insurance Underwriters, Inc. 451 Clovis Avenue, Suite 200 INSURER D: Clovis, CA 93612 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDIYY POLICY EXPIRATION DATE MMIDDIYY LIMITS A GENERAL LIABILITY AZC80843830 10/02/10 10/02/11 EACH OCCURRENCE $1,000,000 FIRE DAMAGE (Any one fire) $1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE 7 OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIM IT APPLIES PER: PRODUCTS - COMP /OPAGG $2,000,000 JECT RO LO X1 POLICY PC A AUTOMOBILE LIABILITY ANY AUTO AZC80843830 10/02/10 10102/11 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG A EXCESS LIABILITY AZC80843830 10/02/10 10/02/11 EACH OCCURRENCE $2,000,000 AGGREGATE s2,000,000 X OCCUR FJ CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ B WORKERS COMPENSATION AND WZP80986611 10/02/10 10/02/11 X WC STATUY LIMITS - 0TH- T E.L. EACH ACCIDENT $1,000,000 EMPLOYERS' LIABILITY E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C OTHER Professional AEE1973600110 09102110 09/02/11 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONSILOCATIONS/VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services. All Operations of Named Insured. (See Attached Descriptions) City of Gilroy Attn: Saeid Vaziry 7351 Rosanna Street Gilroy, CA 95020 -6141 SHOULD ANYOF TH E ABOVE D ESCRIBED POLICIES BE CANCELLED BEFORE TH E EXPIRATION DATE THEREOF, THE ISSUING INSURER WlXXXX)V4xq'(q( TO MAIL 30_DAYSWRITrEN NOTICE TOTHE CERTIFICATE HOLDERNAMEDTOTHELEFTJ k AUT ORIZED R PRESENTATIVE ACORD 25-S (7/97)1 of 2 #M273394 JXL 0 ACORD CORPORATION 1988 The City of Gilroy, its officers and employees are named as additional insureds with respects to General and Auto Liability. AMS 25.3 (07197) 2 of 2 #M273394 Additional Insured - Owners, Lessees or Contractors - AB 90 67 12 93 Policy Amendment Section II Insured Blair, Church & Flynn Policy Number AZC80843830 Producer Dealey, Renton & Associates Effective Date 10/02/10 Schedule Name of Person(s) or Organiztion(s) City of Gilroy Attn: Saeid Vaziry 7351 Rosanna Street Gilroy, CA 95020 -6141 Descriptions Of Operations The City of Gilroy, its officers and employees. (If no entry appears above; information required to complete this Endorsement will be shown in the Declarations as applicable to this Endorsement.) The following is added to Part I - WHO IS AN IN- SURED in the Business Liability Section of this policy 5. The person or organization shown in the schedule is also an insured, but only with respect to liability arising out of your work for that insured by or for you. All other terms and conditions of the policy apply. This form MUST be attached to change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy. AB 90 67 12 93 rliantft• 1'12Q BLAIRCHUR ACORUM CERTIFICATE OF LIABILITY INSURANCE 07/09/2012 PRODUCER Dealey, Renton & Associates P. O. Box 12675 Oakland, CA 94604 -2675 510 465 -3090 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Blair, Church & Flynn Consulting Engineers, Inc. 451 Clovis Avenue, Suite 200 Clovis, CA 93612 INSURERA: Sentinel Insurance Co. LTD A INSURER B: Travelers Property Casualty Co 25674 INSURER c: Liberty Insurance Underwriters, 07/28/11 INSURER D: Hartford Fire Ins. Co. EACH OCCURRENCE INSURER E: DAMAGE TO RENTED COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR DD NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM /DD/YY POLICY EXPIRATION DATE MM /DD LIMITS A GENERAL LIABILITY 57SBABA6962 07/28/11 10/02112 EACH OCCURRENCE $1 , 000000 DAMAGE TO RENTED $1,000:000 MERCIAL GENERAL LIABILITY $10,000 CLAIMS MADE O OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY $1,000,000 nCOM GENERAL AGGREGATE s2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG s2,000,000 PRO- PRO LOC X D AUTOMOBILE LIABILITY X ANY AUTO 57UECVX4735 07/2$112 10/02/12 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS r BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ I H AUTO ONLY: AGG A EXCESS /UMBRELLA LIABILITY 57SBABA6962 07128/11 10/02/12 EACH OCCURRENCE $$ 00O 000 AGGREGATE $8,000000 X OCCUR FI CLAIMS MADE $ DEDUCTIBLE $ X RETENTION $ 10000 B WORKERS COMPENSATION AND UB3785T825 10102/11 10/02/12 X WC STATUS OTH- E.L. EACH ACCIDENT $1,000,000 EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 If yes, describe under SPECIAL PROVISIONS below C OTHER Professional AEE1973600111 09/02/11 09/02/12 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services. All Operations of Named Insured. The City of Gilroy, its officers and employees are named as additional insureds with respects to General and Auto Liability, per policy form wording. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 V1 M CL811 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL RNX5Mjtjtjt MAIL 'An DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,XMjt K AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 of 1 #S335988/M335954 JXL O ACORD CORPORATION 19tIS Insured: Blair, Church & Flynn Insurer: Sentinel Insurance Co. LTD Policy Number: 57SBABA6962 Policy Effective Date: 07/28/11 Additional Insured: Name of additional insureds, cont'd: The City of Gilroy, its officers and employees EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard, but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy 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 a claim is made or "suit" is brought. E.7.b.(7).(b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Client#• 1329 BLAIRCHUR ACORD- CERTIFICATE OF LIABILITY INSURANCE 08/29/2012 PRODUCER Dealey, Renton & Associates P. O. Box 12675 Oakland, CA 94604 -2675 510 465 -3090 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Blair, Church & Flynn Consulting Engineers, Inc. 451 Clovis Avenue, Suite 200 Clovis, CA 93612 INSURER A: Sentinel Insurance Co. LTD LIMBS INSURER B: Travelers Property Casualty Co 25674 INSURER c: Liberty Insurance Underwriters, 57SBABD1178 INSURER D: Hartford Fire Ins. Co. 10/02/13 INSURER E: $1 000 000 CnVEFbAkGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM /DD/YY POLICY EXPIRATION DA TE MM / DD/Ylf LIMBS A GENERAL LIABILITY 57SBABD1178 10/02112 10/02/13 EACH OCCURRENCE $1 000 000 DAMAGE TO RENTED 1$1,000,000 X COMMERCIAL GENERAL LIABILITY $10,000 CLAIMS MADE Ex-J OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY $11,000,000 GENERAL AGGREGATE s2.000000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 PRO- POLICY PRO LOC D AUTOMOBILE LIABILITY ANY AUTO 57UECVX4735 10102/12 10/02/13 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG A EXCESS /UMBRELLA LIABILITY 57SBABD1178 10/02/12 10/02/13 EACH OCCURRENCE s5,000,000 AGGREGATE s5,000,000 X OCCUR FI CLAIMS MADE $ DEDUCTIBLE $ X RETENTION $10,000 B WORKERS COMPENSATION AND UB3785T825 10/02/12 10/02/13 X WC STATU- ER ML E.L. EACH ACCIDENT $1,000,000 EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 If yes, describe under SPECIAL PROVISIONS below C OTHER Professional AEE1973600112 09/02/12 09/02/13 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services. All Operations of Named Insured. The City of Gilroy, its officers and employees are named as additional insureds with respects to General and Auto Liability, per policy form wording. rE City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 ACORD 25 (2001/08) 1 of 1 #S368951/M368916 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL JM0AMRJM MAIL 'An_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,XMX AUT O� RAZED REPRESENTATIVE JXL © ACORD CORPORATION 198S Insured: Blair, Church & Flynn Insurer: Sentinel Insurance Co. LTD Policy Number: 57sBABD1178 Policy Effective Date: 10/02/12 Additional Insured: Name of additional insureds, cont'd: The City of Gilroy, its officers and employees EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard, but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy 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 a claim is made or "suit" is brought. E.7.b.(7).(b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.