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HomeMy WebLinkAboutNova Partners - 2012 Agreement for On-Call Construction ManagementAGREEMENT FOR SERVICES 1 o— This AGREEMENT made this day o€ k etween: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Nova Partners, Inc., having a principal place of business at 855 El Comino Real, Suite 307, Palo Alto, CA 94301. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on August 6, 2012 and will continue in effect through June 30, 2015 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONSULTANT STATUS It is the express intention of the parties that CONSULTANT is an independent Consultant 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" ( "Standard Scope of Services "). Such services will be specifically defined for each project on a work -order basis to be executed for each individual project. 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. IVPAPP1764446.2 -2- 100108- 04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "C" ( "Payment Schedule "). B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due a within 30 days and in accordance with the payment schedule set forth in Exhibit "C ". 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 WPAPPI764446.2 -3- 100108. 04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable 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 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 reasonable attorneys' fees, to the extent caused by any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. (2) 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 reasonable attorneys' fees, to the extent arising out of or caused directly or indirectly by 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 WPAPP1764446.2 100108 - 04706083 -4- 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 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. WPAPP1764446.2 -5- 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.H., 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 completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit 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 terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. 1VPAPP1764446.2 -6)- 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 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 subConsultants 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 reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subConsultants, 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 %VPAPP1764446.2 -%- 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 Consultant or subConsultant 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 subConsultant. 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.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. IVPAPP1764446.2 -8- 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: Nova Partners, Inc. By: Name: Davi arks Title: Social Security or Taxpage� O ^ �� Identification Number I Approved as to Form Linda Callon, City Attorney 1VPAPP1764446.2 -9- 100108-04706083 CITY: CI GILROY By: Name: homas J. Lund 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 David Marks, 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 complete the Services in accordance with the terms of this Agreement. 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, Teresa Mack 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.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, 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 completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, 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. IVPAPP1764446.2 -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. 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. B. 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. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and 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. C. 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. 1VPAPP1764446.2 -2- 100108- 04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for 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. E. 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. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or pasties shall have any claim or right of action hereunder for any cause whatsoever. WPAPR764446.2 -3- 100108. 04706083 H. NOTICES. Notices are to be sent as follows: CITY: Teresa Mack City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: David Marks NOVA Partners, Inc. 885 El Comino Real, Suite 307 Palo Alto, CA 94301 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 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. 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. WPAPP1764446.2 -4- 100108- 04706083 EXHIBIT `B" SCOPE OF SERVICES NOVA Partners, Inc. scope of services for on -call construction management shall include but not be limited to the following; • Performing a complete constructability biddability review. • Preparing a third party construction cost estimate. • Assisting the City with pre - qualifying the General Contractor. • Preparing and assembling bid documents. • Performing daily on -site inspection of the project for compliance with contract documents and documenting of all of the work performed under the contract. • Providing real estate services to acquire land and managing the design, bidding, and construction of city projects. • Conducting regular community outreach meetings and providing periodic communications to the nearby residents. • Attending regular project team meetings between the CM, GC and City Engineer. • Attend City Council meetings as necessary. Specific activities will be dictated by the scope and nature of each construction project. WPAPP1764446.2 -1- 100108- 04706083 EXHIBIT "C" PAYMENT SCHEDULE A request for proposal will be issued for each project. A project specific work authorization will be added to this agreement as an amendment, defining the project scope, schedule, cost, and payment schedule. WPAPP1764446.2 -1- 100108- 04706083 ACCT °® CERTIFICATE OF LIABILITY INSURANCE DATE 05 /15IDD/Y2 05/15/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LIC #0726293 1- 415- 391 -1500 Gallagher Construction Services/ Arthur J. Gallagher & Co. Insurance Brokers of CA Inc. CONTACT NAME: PHONE FAX x� Alc No: E -MAIL ADDRESS: 1 Market St., Spear Tower #200 INSURERS AFFORDING COVERAGE NAIC# San Francisco, CA 94105 INSURER A: JAMES RIVER INS CO 12203 EACH OCCURRENCE INSURED INSURER B: REPUBLIC IND CO OF AMER 22179 Nova Partners, Inc. INSURER C: HOUSTON CAS CO 42374 INSURER D: 855 El Camino Real #307 INSURER E: MED EXP (Any one person) Palo Alto, CA 94301 INSURER F: $ 1,000,000 COVERAGES CERTIFICATE NUMBER: 27144352 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR 7ypE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM /DDIYYYY POLICY EXP MMIDDIYYYY LIMITS • GENERAL LIABILITY X X 00024244 -5 05/16/1 05/16/13 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR DAMAG T RENTED PREMISES Ea occurrence $ 50,000 MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 1,000,000 GENERALAGGREGATE $2.000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ POLICY X PRO- LOC $ • AUTOMOBILE LIABILITY X X 00024244 -5 05 16 1 OS 16 13 COMl $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ $ A UMBRELLA LIAB X OCCUR 00024388 -5 05/16/1 05/16/13 EACH OCCURRENCE $4,000,000 AGGREGATE $ 4,000,000 X EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N 16649907 08/01/1 08/01/12 WC X ORYLIMU- ER E.L. EACH ACCIDENT $ 11000,000 ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED? ❑ NIA A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liab. HCC 11 20364 09/24/1 09/24/12 Ea. Claim 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Gilroy, its officers and employees are named as Additional Insureds as respects to General Liability as required by written contract only as pertains to Insured's operations. L'3i7lliil76 \■ WE. PJ 417[1 City of Gilroy Community Development Department 7351 Rosanna Street Gilroy, CA 95020 ACORD 25 (2010105) anandgcs 27144352 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE USA © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 00024244 -5 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization s : Location And Description Of Completed Opera - tions City of Gilroy, its officers and All Locations employees are named as Additional Insured as respects to General Liability as required by written contract only as pertains to Insured' s operations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An . Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard ". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the follow =ng: ALL COVERAGE PARTS SECTION it — Who Is An Insured is amended to include any person or organization you are required to include as an additional insured on this policy by written contract or writteg agreemen! in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." The insurance provided to the Additional Insured under this endorsement is limited as follows: 1. The person or organization is only an additional insured with respect to liabi ity arising solely o, it of "your work" or "your product" which is imputod to the Additional Insured, 2. In the event that the Limits of Insurance provided by this policy exceed the Limits u' Insurance required by the written contract or written agreement, tho insurance provided by this endorsement shall be limited to the Limits of Insu-ance required by the written contract or written agreement. This endorsoment shall not increase the Limits of Insurance titated in the Declarations. 3. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" included in the "products -- completed operations hazard" unless you are required to provide such coverage by writton contract or written agreement but only for the period of time required by the written contract or written agreement and Drily for "bodily injury" or "property damage" that occurs during the policy period arising out of "your work" or "your product ". <t. Any coverage provided by this endorsement to an Additional Insured shall be excess over any other valid and collectible insurance available to the Additional Insured whether primary, excess, contingent or on any othor basis unless a written contract or written agreement specifically requires that th-s insurance apply on a primary and Noncontributory basis. 5. Where no coverage shall apply herein for the Named Insured, no coverage or defense shall be afforded to the Additional Insured, 6. This insurance does nut apply to "bodily injury" or' property damage" arising out of the sole negligence of the Additional Insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2009US 02 -06 Pane 1 of 1 THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CARFEULLY. 11"AITER OF SUBROGATION AS REQUIRED B CONTRACT This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS The Company agrees to w;3ive any right of recovery against any person or organization, as required by wriften contact, because of payments we make for injury or damage which is lirniletl to (lability directly caused by "your work" which is Imputed to suc °l person or organ!zatfon, ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED, AP5004US 11 -06 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY_ PLEASE READ IT CAREFULLY. a . i. .A I- # This endorsement modifies insurance provided Linde. tho `ollowing; COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Govera� e „ _ LImIt of Ins u ran oe Additional Premium Hired 1 Auto Liabcilt� $ Ol)0 OOD _._ _ . .:.... ......_..., ..I nc tided . I The insurance provided under SECTION t, - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, applies to "bodily injury" or "property damage" arising out of the ma,ntenance or use of .9 "hirod auto' by you or your "employees" in the course of your business. The Limit of Insurance shown in the Schedule above is the most we will pay for those sums tha`' the insured becomes legally obligated to pay as damages because of "bodily injury" or "prooerty damage" arising out of the use of a "hired auto" by you o' your "employees" in the course of your business. The Limits of Insurance shown in the Schedule above are included within and are not in addition to the Limits of Insurance shown in the Declarations Nothing in this endorsement shall increase the Limits of Insurance shown in the Declarations. A. Solely with respect to HIRED AUTO LIABILITY: SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by adding the following exclusions: This insurance does not apply to: "Bodiry injury" or "property damage" arising out of any: (1) Uninsured or Underinsured Motorist law; or (2) No Fault Law or similar act or law, "Property damage" to: (1) Proporty owned or being transported by, or rented o, loaned to the insured; or (2) Property in the care, custody or control of the insurod. B. Solely with respect to HIRED AUTO LIABILITY: SECTION 11- WHO 1S AN INSURED, is replaced by the following: Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your per-n'ssion: and c. Any other person or organization, but only for their liability because of acts or omissions of an insured under a, or b, above. None of the following is an insured; (1) Any person engaged in the business of his or her employer for "bodily injury" to any co- "employee' of such person injured in the course of employment, or to the spouso, child, parent, brother, or sister of that co- "employee" as a consequence of such " bodily injury', or for any obligat'on to share damages with or repay someone else who must pay damages because of the'njury; (2) Any partner or "executive officer" for any "au ±n" owned by such partner or officer or a member of his or her household, (3) Any person white emp'oyed in or otherwise engaged in duties in connect on with an "auto business ", other than an "auto business" you operate; AP2126US 01 -08 Page 1 of 2 (4) The owner or lessee (of whom you are a sub lessee) of a "hired auto' or any agent or "ornp;oyee" of any such owner or lessee; (5) Any person or organization for the Conduct of any current or past partnership or joint Ve11tur9 that is not. shown as a Named lnSUred in Ih:; Doc!arations. C. Solely with respect to HIRED AUTO LIABILITY: SECTION V — DEFINITIONS i:, amended by adding the. following! 1. "Auto Business' means tho bu5lness or occupation of seihig, repairing, .servicing, storing or parking "autos". 2. "Hired Auto" means any "auto" you lease, hire or borrow. This does not include any "auto- you lease, hire or borrow frorn any of your "employees" or members of their households, ar from any partner or "executive officer" of yours. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2126US 09 -08 Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON-OWNED AUTO LIABILITY This endorsement madifies !nsurance, provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE -� — CoveraUe Limits of Insurance Additional Premium Non -Owned Auto Liabilll; _ 1,.(}OO Q0� i $ Included The insuranco provided under SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, applies to "bodily injury" or "property damage" arising out of the use of a "non -owned auto" by any person othe- than you in the course of your business. The Limit of Insurance shown in the Schedule above �s the most we will pay for those sums that the insured becomes legally oblrgatad to pay as damages because of "bodily injury" or "property damage" arising out of the use of a "non -owned auto" by any person other than you in the course of your business. The Limits of Insurance shown in the Schedule above are included within rind are not In addition to the Limits of Insurance shown In the Declarations, Nothing in the endorsement shall increase the Limits of Insurance shown In the Declarations. A. Solely with respect to NON•OWNED AUTO LIABILITY: SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by adding the following exclusions: This insurance does not apply 10: "Bodily injury" cr "property damage" arising out of any: (1) Uninsured or Underinsured Motorist law; or (2) No Fault Law or similar nct or law. "Property damage" to: (1) Property owned or being transoorted by, or renled or loaned to the insured; or (2) Property in the care, custody or control of the insured. B. Solely with respur;l to NON -OWNED AUTO LIABILITY; SECTION If –WHO IS AN INSURED, is replaced by the following: Each of the following is an nsured under this endorsement to the extent set form below: a. You; b. For a "non -owned auto ", any partner or "executive officer" of yours, but only while such "non - owned auto' is being used in your business; and c. Any other person or organization, but only for their liability because of acts or omissions of an insured under a. or b, above. None of the following is an insured; (1) Any person engaged in the business of his or her employer for `bodily injury" to any co- "employee" of such perso!i injured in the course of employment, o: to the spouse, child, parent, brother or sister of that co- "employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partner or "executive officer" for any "auto" owned by such partner or officer or a n-ember of his or her household; AP2127US 01 -00 Page 1 of 2 (3) Any person while employed in or otherw'so engaged in duties in connection with an "auto business', other than an "auto business" you operate; (4) The owner of a "non -owned auto" or any agent or "ernployee" of any such owner; (5) Any ;person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations, C. Sololy with respect to NON -OWNED AUTO LIABILITY:. SECTION V — DEFINITIONS is amended by adding the following 1. "Auto Business" means tho business or occupation of seili•ig, repairing, servicing. storing or parking autos 2. "Non -Owned Auto" means any "auto" you do not own lease, hire or borrow which is used in connectio:i with your business. Howover, if you are a partnership, a "non owned auto" does not inclUde any "auto" owned by any partner. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2127US 01 -03 Page 2 of 2 AGENCY CUSTOMER ID: LOC #: ,4 oRO® ADDITIONAL REMARKS SCHEDULE Page of AGENCY Gallagher Construction Services/ Arthur J. Gallagher & Co. Insurance Brokers of CA Inc. NAMED INSURED Nova Partners, Inc. 855 E1 Camino Real #307 POLICY NUMBER Palo Alto, CA 94301 CARRIER NAIC CODE EFFECTIVE DATE: I I IUN/AL KCIVIAMMO THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: GENERAL LIABILITY: *Addittional Insured when required by written contract per Form: AP2009US 02 -06 *Waiver of Subrogation as required by written contract per Form: AP5004US 11 -06 AUTOMOBILE LIABILITY: *Additional Insured when required by written contract per Forms: AP2126US 01 -08 & AP2127US 01 -08 *Waiver of Subrogation as required by written contract per Form: AP5004US 11 -06 ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD