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HomeMy WebLinkAboutPMC - 2013 Agreement for UNFI Warehouse and Distribution FacilityAGREEMENT FOR SERVICES This AGREEMENT made this 11th day of September, 2013 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Pacific Municipal Consultants, dba PMC, having a principal place of business at 2729 Prospect Park Dr., Suite 220, Rancho Cordova, CA 95670. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 17, 2013 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 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, Including Payment Schedule and Milestones "), within the time periods described in Exhibit "B". 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. WDOLINGER11181425.1 -1- 071713-04706089 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 "B ". 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 "B ". 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." WDOLINGEM1181425.1 -2- 071713- 04706089 r-1 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 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. As to 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. As to 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 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 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. 1MDOLINGER11181425.1 -3- 071713- 04706089 r!!J 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. 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. WDOLINGEM1181425.1 -4- 071713- 04706089 J" 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. 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. WDOLINGEW 181425.1 -5- 071713- 04706089 P, "' 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 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 reasonable 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 parry 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 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. If Consultant becomes aware of conflicting applicable municipal ordinances and regulations, Consultant will contact City in writing and seek direction from City. WDOLINGEM1181425.1 -6- 071713-04706089 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 parry 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 parry, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either parry to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. WDOLINGEW 181425.1 071713 -04706089 -7- P�v 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: OSLO By: ��-- Name: P ilip O. Carter Title: President Social Security or Taxpayer Identification Number 68- 0348252 Approved as to Form City Attorney i t4ndk W Ion IMDOLI NGER11181425.1 071713 -04706089 -8- CITY: GILROY By: Name: -Aornev Web 4l Title: 7 ��J 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 Tad Stearn, 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, 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 "D ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 1MDOLI NGER11181425.1 071713 - 04706089 -I- 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. 1MDOLINGER11181425.1 -2- 071713 -04706089 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 parry or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. IMDOLINGER11181425.1 -3- 071713-04706089 P,�-/ H. NOTICES. Notices are to be sent as follows: CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Philip O. Carter, President PMC 2729 Prospect Park Dr., Suite 220 Rancho Cordova, CA 95670 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program 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. WDOLINGER11181425.1 -4- 071713 -04706089 EXHIBIT "B" SCOPE OF SERVICES, INCLUDING PAYMENT SCHEDULE AND MILESTONES 1MDOLINGER11181425.1 -1- 071713-04706089 �c✓ EXHIBIT B: SCOPE OF SERVICES, INCLUDING PAYMENT SCHEDULE AND MILESTONES SCOPE OF WORK - UNFI WAREHOUSE AND DISTRIBUTION FACILITY EIR AND PROJECT MANAGEMENT SERVICES ENVIRONMENTAL IMPACT REPORT The following scope of work is based on the anticipated range of environmental issues identified by the City of Gilroy and PMC through our preliminary work. The scope includes all tasks and technical studies required to prepare a defensible, thorough, and objective EIR based on the information provided, thus far, by the City and the project applicant. If necessary, PMC is prepared to address any project contingencies and address any technical studies identified by the City as a result of new or modified project information, comments received during the NOP process, or peer review evaluations of existing technical studies. The EIR will recognize that previous land use entitlements and environmental analysis for the McCarthy Business Park and Wellington Business Park projects, which includes the subject property, have been approved. The UNFI project represents the next step in refined land planning for the area, and the environmental analysis will be specific to this proposal. Previous documentation may be useful and applicable to the current application and certain tiering provisions for the California Environmental Quality Act (CEQA) may apply. However, the environmental analysis for this effort will be updated as necessary to reflect changes in the regulatory environment and site conditions over time. Task 1- Project Initiation, Data Collection, Early Consultation, and Notice of Preparation This task involves all early coordination with City staff and the applicant, sharing of information, project scoping, and related initial tasks required to begin the EIR process. v-11 PMC will collect, review, and organize all relevant data for the proposed project, including City file materials, project plans, prior technical studies, maps and drawings, and all relevant planning and policy documents. During this early stage of the project, PMC will take the opportunity to conduct a thorough field visit and photograph the entire project area. PMC's project file will be established at this time, organizing all existing data and project management files. Project information and technical reports will be distributed to technical staff and the subconsultant team with a notice to commence work. PMC will initiate contact with responsible agencies or interested organizations. Such agencies may include the CDFW, RWQCB, BAAQMD, Santa Clara County, and others. During this initial phase of work, PMC will prepare the Notice of Preparation (NOP) to be mailed to affected and responsible agencies, surrounding properties, and the State Clearinghouse. PMC assumes that the City of Gilroy Community Development Department — Planning Division will assist to identify the distribution list; however, PMC will finalize and mail the notice. . Task 2 — EIR Scoping Meeting During or following the NOP review period, we recommend that a publicly noticed EIR scoping meeting be held at City Hall. This meeting may be part of a project study session before the Planning Commission and /or City Council, or in an independent meeting. Comments will be logged and constructive comments regarding environmental issues will be considered in the EIR. Adjustments will be made to the EIR scope of work, if warranted. Task 3 - Administrative Draft EIR PMC will prepare an Administrative Draft EIR in conformance with the CEQA Guidelines and City of Gilroy procedures. The Administrative Draft EIR will contain all required components of an EIR, addressing all issues associated with the requested entitlements and project development from construction through operation. The Administrative Draft EIR will be delivered to City staff for internal review and comment prior to public release of the Draft EIR. The major sections and areas of concern to be addressed are outlined below. Executive Summary This section will include a brief description of the project and a summary table that lists all of the potential impacts identified in the EIR by topic, along with the corresponding mitigation measures and the level of significance after mitigation. A summary of the alternatives analysis will also be included. Introduction This brief introductory section will discuss the legal authority for preparing the EIR under CEQA and the City's review requirements. The section will also include a brief overview of the project history and local context, and will describe the public participation and scoping process. Comprehensive Project Description The project description will describe all aspects of project design, construction, phasing, and operation as required by CEQA. The project description will include text, graphics, and tables describing the proposed facility, including all anticipated public and private improvements (structures, parking, ancillary or supporting components, infrastructure systems, roads, etc.) and other project details as provided by the project applicant. The project description will identify all requested permits and entitlements, as well as a clear set of project objectives. The project description used for the NOP will provide the basis for the EIR project description. Impacts and Mitigation (Environmental Analysis) Each environmental chapter of the EIR will consist of: • A full description of the environmental setting. • A description of the regulatory setting, including identification of applicable federal, state, and local guidelines as well as an analysis of the project's consistency with the General Plan. • A description of the methods used for conducting the analysis. • Identification of the applicable standards of significance to measure impacts (Gilroy CEQA Thresholds, May 2004). • Identification and quantified analysis of environmental impacts, whether significant or not. • Clearly written mitigation measures, including timing, responsibility, monitoring, and enforcement responsibility. • The resulting level of significance after mitigation is applied. ��ti PMC proposes the following analysis sections consistent with our understanding of the proposal: Aesthetics/Visual Resources This section will address project impacts as measured against the existing setting, surrounding character and development pattern, and visual conditions in the project area. The analysis will determine if the project represents a demonstrable negative aesthetic effect to the character of the area or if the project will impact any significant visual resources, views, or vistas. Given the heavy commercial and industrial nature of the area, visual changes created by the introduction of the facility are not anticipated to be significant. However, as the facility may require significant lighting for security and warehousing operations, lighting plans will be reviewed to assess the potential for impacts on surrounding uses. Agriculture The project site contains farmland that has been in production for many years, according to resource maps and prior documentation. However, State farmland maps for Santa Clara County currently show the site as urban /built up land or "other lands ", both non -prime designations. Although the issue of farmland conversion was addressed in the 1993 EIR for this property, the City has since adopted an Agricultural Mitigation Policy (2004). For this section of the EIR, PMC will confirm the current State and county farmland designation, follow the significance criteria contained in the mitigation policy, and document the City's prior findings regarding planned conversion of agriculture in this part of the City.. Adopted mitigation strategies will be applied if impacts are found to be significant. Air Quality PMC will prepare the air quality analysis for the project in accordance with CEQA requirements. Regional air quality and local air quality in the vicinity of the proposed distribution center will be described, based on existing data. Meteorological conditions in the vicinity of the project area that could affect air pollutant dispersion or transport will be described. However, field monitoring of meteorology and pollutant emissions is not anticipated to be required and therefore has not been included in this scope of work. The relevant air quality regulatory framework will be discussed. Primary pollutants of concern in the San Francisco Bay Area Air Basin (SFBAAB), which encompasses the project site, include ozone, particulate matter, and toxic air contaminants. The development of the proposed project may contribute to air pollutant emissions from motor vehicles, stationary sources, and construction activities. The analysis of air quality impacts will be based on the Bay Area Air Quality Management District — recommended methodologies and thresholds of significance, including those documented in the 2010 CEQA Air Quality Guidelines (updated in May 2011).1 The environmental analysis will identify the BAAQMD's thresholds for both construction source emissions and emissions associated with long -term operations of the proposed distribution center. All air quality pollutant emissions will be quantified and compared to the BAAQMD's recommended significance thresholds using the California Emissions Estimator Model (CaIEEMod) computer program as well as published emission factors obtained from the US Environmental Protection Agency and the California Air Resources Board. Both construction - related and long -term, operational impacts to air quality associated with the implementation of the project will be considered potentially significant if it results in emissions that exceed the BAAQMD's recommended significance thresholds and subject to mitigation. The project's contribution to regional air quality impacts will be discussed, in accordance with BAAQMD procedures for determining consistency with the BAAQMD's 2010 Clean Air Plan, the applicable air quality management plan for the SFBAAB. Regional air quality will be evaluated in terms of consistency of implementing the proposed project against the 2010 Clean Air Plan. Applicable air pollution control measures contained in the Clean Air Plan will be identified and discussed. There are many different types of toxic air contaminants (TACs) with varying degrees of toxicity. Sources of TACs include industrial processes such as petroleum refining and chrome plating operations, commercial operations such as gasoline stations and dry cleaners, and motor vehicle exhaust. While the proposed distribution center would be a substantial source of motor vehicle exhaust from diesel - fueled internal combustion engines, due to the location of the proposed project, potential health risk impacts are considered very unlikely as there are no sensitive receptors in the vicinity. However, in order to provide a conservative analysis, PMC will assess the effect of TACs on surrounding land uses in proximity to the project site using the EPA's SCREEN3 air dispersion model, CARB's EMFAC2O11 mobile exhaust and idling factors from the 1 The thresholds BAAQMD adopted were called into question by a minute order issued January 9, 2012, in California Building Industry Associated v. BAAQMD, Alameda Superior Court Case No RG 10548693. On March 5, 2012, the Alameda County Superior Court issued a judgment finding that the BAAQMD had failed to comply with CEQA when it adopted the thresholds. The court did not determine whether the thresholds were valid on the merits, but found that the adoption of the thresholds was a project under CEQA. The court issued a writ of mandate ordering the BAAQMD to set aside the thresholds and cease dissemination of them until the BAAQMD had complied with CEQA. The claim made in the case concerned the CEQA impacts of adopting the thresholds, i.e., how the thresholds would affect land use development patterns. Those issues are not relevant to the scientific soundness of the BAAQMD's analysis of what levels of pollutants should be deemed significant, or the threshold to use in assessing any health risk impact the project would have on the existing environment These thresholds are based on substantial evidence identified in Appendix D of the Guidelines and are therefore proposed to be used in this analysis. Y� diesel truck traffic that will access the project site during operations, and the California Office of Environmental Health Hazard Assessment (OEHHA) Tier I risk assessment methodology. The dispersion model will be run in order to quantify TACs, specifically diesel particulates. Any potential odors originating from the facility will be identified and any potential impacts to sensitive land uses will be qualitatively discussed. Biological Resources The biological resources section of the EIR will be prepared by PMC staff, using a combination of peer review of existing information and field verification of site conditions. The analysis will consist of the following tasks. Though the site does not likely support sensitive biological resources, there is opportunity for burrowing owl and San Joaquin kit fox to inhabit the site. Review of Existing Data/Information. PMC biologists will conduct a record search of the California Department of Fish and Wildlife's California Natural Diversity Database (CNDDB), US Fish and Wildlife Service online species list, Santa Clara Valley Habitat Plan data, and California Native Plant Society online inventory to determine rare, threatened, endangered, or otherwise unique species that occur regionally. A map will be prepared showing the recorded locations of sensitive species in the CNDDB. PMC will also review the biological resource investigations for nearby properties and utilize that information as appropriate as background. The permitting and environmental documents for the Camino Arroyo and Cameron crossings of the Princevalle Drain, including mitigation that has already been implemented as part of previous approvals, will be reviewed for relevancy to the current proposal. Field Reconnaissance. Utilizing existing data from the above - referenced data sources, a field survey will verify existing conditions, examine areas of concern, and identify potential habitats. No protocol -level species surveys or formal wetland delineation are proposed as part of this investigation. Section Preparation/Impact Analysis. PMC will identify sensitive biological resources within the project area and potentially significant direct, indirect, and cumulative impacts on special- status species and habitats. Mitigation, if warranted, will likely consist of pre- construction surveys to confirm the absence /presence of species prior to ground breaking. The section will clearly document the current regulatory framework with respect to the timing and applicability of the Santa Clara Valley Habitat Plan. Cultural Resources The parcel is currently an open field, but initial research suggests a moderate to very high sensitivity for prehistoric and historic archaeological resources based on various unexpected discoveries at the Calpine Gilroy Cogen Plant to the immediate east, quite possibly associated with Llagas Creek. These discoveries have included Native American remains. In addition, several recorded prehistoric resources are present within 0.25 miles. Overall, the area is considered sensitive for buried archaeological resources. Basin Research Associates will assist PMC with determining if significant archaeological resources under CEQA might be affected by the proposed action. Basin's two primary tasks will focus on completing an Archaeological Assessment Report that will identify and evaluate cultural resources within the project area; and using information obtained on the location, type, and distribution of any resources to assist in the review of potential project impacts and the development of appropriate mitigation actions. The assessment report will review the archaeological sensitivity of the project area using both archival research and a field inventory of the project parcel. The identification effort will include (1) a review of a records and literature search to be completed by the California Historical Resources File System archive; (2) a request to the Native American Heritage Commission (NAHC) for a review of the Sacred Lands Inventory, (3) contact with locally knowledgeable Native Americans identified by the NAHC; and (4) a systematic field inventory of the project area. Any archaeological resources will be marked and field notes taken. The recordation and evaluation of any archaeological sites will be negotiated as an additional task. The assessment report in letter format will follow general practice for reporting archival and field research results in Central California. The report will provide a description of the project; present background context and regulatory information; provide the results of archival and field research, a discussion of the archaeological sensitivity of the proposed project, the results of Native American consultation and other interested party consultation, and a review potential project impacts; and present a short summary with management /mitigation recommendations. Appendices will include, as appropriate, graphics; the results of the records search; and Native American consultation. It is assumed that a draft report and a final report will be prepared in support of the EIR. Basin's Native American consultation documentation will also serve to support the City's requirements under SB 18. Geology /Soils PMC understands that the project applicant will provide a geotechnical feasibility report for the project. PMC will review and utilize that report to document geologic and soil conditions, potential geologic hazards, and site suitability. Greenhouse Gas Emissions and Climate Change Greenhouse gas (GHG) emissions associated with short-term construction and long -term operation of the proposed project will be quantified using the CalEEMod computer program. The BAAQMD threshold of significance for GHG emissions is either compliance with a qualified GHG reduction strategy; or annual emissions less than 1,100 metric tons per year (MT /year) of carbon dioxide equivalent (COA; or 4.6 MT COZe per Service Population (residents + employees) per year. Since the proposed project is exclusively nonresidential, projected emissions of the proposed project will be compared to the 1,100 MT /year of COze threshold (construction- generated GHG emissions will be amortized over the estimated life of the project and included with operational emissions for comparison to the significance threshold). If it is the case that projected GHG emissions surpass this significance threshold, PMC will identify appropriate actions the proposed project must include in order to mitigate GHG impacts. Hazards and Hazardous Materials PMC understands that the applicant will provide a Phase I Environmental Site Assessment (ESA) for the property. A Phase II assessment may be warranted depending on the findings of the Phase I ESA. PMC will use this information in the EIR to document past uses of the site, the potential for prior or present use of hazardous materials (such as agricultural chemicals), the location of nearby sources of hazardous materials, and any prior remediation efforts. In addition, any hazardous conditions unique to the facility such as the storage or transport of hazardous materials will be documented, as will the ability of emergency service providers to address any such hazards. Emergency and /or evacuation routes will be identified as applicable. Hydrology and Water Quality This section of the EIR will evaluate changes in local drainage and hydrology, as well as the potential for impacts to surface water quality. Engineered drainage plans provided by the applicant will provide the basis of this evaluation. Of particular importance are the features designed into the site plans to (1) control runoff caused by increased impervious surface on -site and minimize impacts to downstream drainage facilities; and (2) control surface water quality and minimize impacts caused by the introduction of significant truck traffic. y ry Land Use and Planning PMC understands that the proposed project will require a General Plan Amendment and rezoning based on proposed changes to the local circulation system. The land use analysis and this section of the EIR will document project consistency with local plans and policies, including consistency with previous approvals such as the McCarthy Business Park and Machado projects. Issues of land use compatibility with surrounding uses will also be identified, with cross - references to other sections of the EIR that deal with specific related environmental issues (such as noise, odor, and aesthetics). The project is not anticipated to "disrupt or divide" surrounding uses. Noise The noise evaluation will be prepared by Ambient Air Quality & Noise Consulting for PMC. The noise impact analysis will include a description of the existing noise environment, including nearby noise sources and noise - sensitive receptors, based on existing environmental documentation and a review of site reconnaissance data. As part of the site reconnaissance, Ambient will conduct up to ten short-term (i.e., 10- to 30- minute) noise measurement surveys at various locations on and in the vicinity of the proposed project site to document the existing noise environment. Relevant background information, including noise fundamentals, descriptors, and applicable federal, state, and local regulatory framework, will be described. To assess potential construction noise impacts, sensitive receptors and their relative exposure to the proposed project area (considering topographic barriers and distance) will be identified. Noise levels of specific construction equipment will be determined and resultant noise levels at nearby receptors (at given distances from the source) will be calculated. Traffic noise modeling will be conducted for existing, existing plus project, and future cumulative conditions. The Federal Highway Administration roadway noise prediction model will be used to determine roadway traffic noise levels for primarily affected roadway segments. Modeled traffic noise levels and distances to noise contours for the modeled scenarios will be summarized in the report. Predicted increases in traffic noise levels along primarily affected roadways will be quantified and included in the report. Stationary- source noise impacts associated with any proposed on -site equipment (i.e., backup power generators, refrigeration units, etc.) will be quantitatively assessed. Groundborne vibration impacts are anticipated to be minor and will be qualitatively discussed. The compatibility of proposed land uses will be assessed based on a comparison of predicted on -site noise levels with applicable land use compatibility noise criteria. The significance of noise impacts will be determined in comparison to local noise standards. Mitigation measures will be prepared for any impacts found to be significant or potentially significant. The effectiveness of proposed mitigation measures will be discussed. Public Services and Systems As an industrial facility, the project will not cause incremental increases in demand for public services such as schools, parks, libraries and recreation facilities. However, the EIR will address all services and explain the project's potential effects, if any. The project will incrementally increase demand for police and fire service. Service providers will be interviewed to obtain current statistical data regarding service areas, response times, or demand characteristics unique to this type of facility. Traffic and Circulation For this section of the EIR, PMC will utilize the recent traffic analyses prepared by Hexagon Transportation Consultants (April 2013). These studies analyzed prior mitigation requirements associated with previous approvals for the project site and nearby properties, as well as the operational characteristics of the UNFI facility and the proposed change in the roadway network. As these studies were prepared under the supervision of City of Gilroy Public Works staff, PMC will not conduct a peer review of the information. PMC will summarize the results of the studies focusing on the project- specific and cumulative effects of the UNFI facility. The section will also address the planned extension of Cameron Boulevard as it relates to the previous approvals and mitigation requirements identified for the Machado project to the north. Recommendations from the studies will be formatted as specific mitigation measures to address project impacts. Utilities and Service Systems Water, wastewater, and dry utilities such as electricity, natural gas, solid waste, and communications, and the ability of service providers to adequately serve the project, will be addressed in this section. The analysis will focus on the ability of existing systems and providers to serve the project, and determine if any new or expanded facilities would be required that would result in environmental consequences. The findings of a Water Supply Assessment will be documented in this section. Effects Found to Be Less Than Significant This section of the EIR will include a brief discussion of those impact topics that were clearly found not to have significant impacts and therefore eliminated from further discussion and analysis. i-- Cumulative Impacts PMC will assess the impacts of the project in combination with other known, approved, or reasonably foreseeable development activity in this portion of Gilroy. The analysis will either be based on a list of known projects in the vicinity, or upon general planlevel development forecasts, consistent with the CEQA Guidelines. A clear cumulative setting will be described in the EIR based on consultation with city staff and after review of the assumption in the traffic analysis. The cumulative analysis will address each topic covered in the environmental analysis and will identify appropriate mitigation measures for any cumulatively significant impacts identified. Other Sections Required by CEQA CEQA requires that an EIR analyze and identify a series of other analysis topics, including growth - inducing impacts, irretrievable commitment of energy and resources, and significant and unavoidable impacts. This analysis will be performed for the project consistent with the CEQA Guidelines. Project Alternatives Under CEQA, environmental documentation must include an analysis of a reasonable range of alternatives to the project, including the No Project alternative. Requirements for the alternatives analysis under CEQA entail the qualitative and quantitative analysis of a reasonable range of alternatives, as contrasted with the proposed project. The alternatives will be evaluated in less detail than the proposed project, in the same environmental topic areas listed above. PMC will work with staff to determine the range of alternatives, based on the environmental impacts identified. The alternatives considered must respond to significant effects of the proposal as well as the project objectives. Task 4 — Draft EIR (Screencheck and Public Review Draft) Following an initial round of review by the City, PMC will coordinate with staff on the internal comments and revise the Administrative Draft EIR accordingly. After incorporating comments, PMC will produce a "screencheck draft" document for final review and approval by the City. Following this second round of review and edits, PMC will produce and distribute the Draft EIR for public review. PMC will assume responsibility for distribution of the Draft EIR to public and trustee agencies and interested parties, including surrounding property owners. PMC will deliver fifteen (15) electronic copies with the Executive Summary to the State Clearinghouse in Sacramento. PMC .� �ww will prepare the Notice of Completion and a PDF version of the Draft EIR for posting on the City's website. Task 5 — Administrative Final and Final EIR At the conclusion of the Draft EIR public review period, PMC will respond to all comments received by the City. The Draft EIR, comment letters, and responses will then comprise the Final EIR, which will be produced as a separately bound document. The Final EIR will also contain an errata section to track text changes and any other information necessary to complete the administrative record for environmental review. With respect to the Final EIR and response to comments, PMC has budgeted 130 hours of staff time to respond to comments and produce an Administrative Final EIR, Screencheck Final, and Final EIR for publication. This number of hours is based on PMC's experience with similarly complex projects. Should the total effort exceed this estimate, PMC will notify the City upon receipt and review of all letters. Mitigation Monitoring and Reporting Program. As part of the Final EIR, PMC will prepare a comprehensive Mitigation Monitoring and Reporting Program (MMRP) pursuant to Section 21081.6 of the Public Resources Code. PMC will draft the MMRP using the information contained in the environmental analysis, including the specific mitigation measures, assignments of responsibility, relationships to project implementation, and time frames for implementation. To assist with this process, PMC typically writes timing components and responsible parties directly into each mitigation measure. The MMRP will be formatted in a matrix form that defines each measure, specific actions, responsibilities, and phasing /time frames, and identifies individuals or specific departments who must sign off on each measure. It is PMC's intent to produce an easy -to -use MMRP that clearly monitors mitigation progress and status. Task 6 — EIR - Related Meetings, Hearings, Notices, and Project Management PMC's environmental team anticipates participation in several public and staff -level meetings, as well as noticing and project management tasks, during the life of the project. These tasks are specific to development of the EIR and separate from the day -to -day project management tasks. Assumptions for this effort are outlined below. EIR Related Meetings and Public Hearings. PMC will budget for attendance and participation in the following meetings: • EIR scoping meeting or public workshop (1— see Task 2) MONSOON a • Consultation and staff -level meetings with Planning, Public Works, and City Attorney (4) • Meetings to address staff comments on the ADEIR and DEIR (3) • Environmental team participation at Planning Commission and City Council (3) It is anticipated that no more than two representatives of the project team will be required for any given meeting, although technical support from other team members may occasionally be necessary. CEQA Notices. PMC will be responsible for the preparation and distribution of all noticing, including the Notice of Preparation, Notice of Completion, Notice of Availability, and Notice of Determination.. EIR Project Management. This task also includes project management efforts by PMC throughout preparation of the EIR, for tasks such as budget maintenance, informal telephone inquiries, internal data management, organization of documents for the EIR administrative record, e-mail correspondence, and similar tasks. STAFF ASSISTANCE AND APPLICATION PROCESSING Based on our initial meetings and understanding of the City's needs, PMC will provide project management and processing assistance to help facilitate project review and to maintain schedule objectives. For the UNFI project, services may include the following: • Assist with entitlement processing, project analysis, and all aspects of application review. • Prepare and distribute CEQA notices. • Perform site inspections. • Attend interdepartmental meetings. • Facilitate regular staff /development team meetings to discuss project review and progress. • Maintain project files as part of public records management. au • Prepare staff reports and other internal and external correspondence, including coordination with other departments and local, regional, state, or federal agencies as required. • Prepare findings of fact, draft resolutions, and other final documentation. • Attend and present at public hearings where required. • Review the applicant's complete design review package, including site plan, architectural elevations, landscape plans, and other elements as submitted. Document formal review comments. • Review the resulting construction drawing plan sets for conformance with the approved design review package. These tasks will be performed primarily by Senior Planner Patrick Kelly. However, additional PMC staff may be engaged from time to time to assist in the completion of specific tasks or products. PAYMENT SCHEDULE PMC will send monthly invoices to the City documenting time spent on each of the Tasks outlined in the following tables. PMC expects that the following hours will cover all of their staff time in completing the scope of work outlined above. In coordination with the City, PMC will monitor hours spent on the Tasks to forecast in advance any areas where the expected staff time, as noted below, would not align with actual time needed to accomplish the task. PMC will discuss any such issue with the City as soon as such discrepancy is identified. 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N M Of 'p U -0 -0 U L ++ F- w= w cry Q Z cn Co D O F- P�,/ V N L L (d C O L u V N O L a � N E E n C wx 0 c cc 3 L 7 L C � L (d Id � N 41 W � 7 O � L 41 5 C � 0-0 0) C(D N C 7 d N R7 V (N�y Y� N N u C U d O E C � C C td E C C tti 4.j L O N C (Wj . co N a uo 0 _c t N U N 3 U O N CA L A O — U nom/ V) W z 0 F- V) w cJ_ G O� w w V z N N W U ry a w rb-1, u a� t u c .-. v y _ 0� t c W O M LL N Q Q Q U O N j .- %– O 3 a� W ;, ° 3 3 > a� m > m M L ,Y v, 7 U U w L co ul v c v c U v y c N • N N N — — V LO M U p 00 00 > Z U o M L f >• f >• f L Q Q (n d a �z w� c O O '+ y a� O to > c w > a� O U c_ •L O :- of W 4 W W ,} 0 u 2 Q p a) acW s a tv C: O a N -y u c Ln ,�+ L J-- ) N �L N •N 4-) 00 •c c u N W 4� [d N co c0 00 ,c R3 c O O - L O O N a cn Q cn a a 2 rb-1, ACORD TM CERTIFICATE OF LIABILITY INSURANCE Date8 /5/2013NR) 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 require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement (s). PRODUCER Heffernan Professional Practice Insurance Brokers License No. 0564249 CONTACT Jackie Riola NAME: PHONE A/C No,Ext : 714- 361 -7700 X A/C,No : 714- 361 -7711 EMAIL ackier heffins.com ADDRESS: jackier@heffins.com 6 Hutton Centre Dr., Ste 500 Santa Ana, CA 92707 GENERAL L LIABILITY AFFORDING COVERAGE NAIC # INSURED INSURERA: Citizens Insurance Co of America 31534 INSURER B: Hanover American Insurance Co. 36034 Pacific Municipal Consultants DBA: PMC 2729 Prospect Park Dr. Ste 220 p INSURER C: Massachusetts Bay Insurance Co 22306 INSURER D: Continental Casualty Co. 20443 INSURER E: Rancho Cordova, CA 95670 INSURER F: MED EXP(Any one person) $10,000 M K 81TJ 7 Z41112 [Wall I M P IV ill I ;Ia: :I a7t.]L *JC ■C NI III af a� THIS IS TO CERTIFY THAT 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 TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYY POLICY EXP MMIDD/YYYY LIMITS A GENERAL L LIABILITY EACH OCCURRENCE $2,000,000 TO PREMI ES( RENTED PREMISES (Ea occurrence) $1000000 X COMMERCIAL GENERAL LIABILITY x OB3914666102 07/01/13 07/01/14 CLAIMS -MADE I "I OCCUR MED EXP(Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L. AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $4,000,000 $ POLICY X PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 2,000,000 BODILY INJURY (Per person) s A ANY AUTO OB3914666102 07/01/13 07/01/14 ALLOWNEDAUTOS SCHEDULED AUTOS X HIREDAUTOS X NON -OWNED BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ AUTOS (Per accident) a A X UMBRELLA LIAB X OCCUR OB3914666102 07/01/13 07101/14 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $10,000 S WORKERS COMPENSATION X I WC STATU- 0TH- B AND EMPLOYERS' LIABILITY YIN WZ3912749003 (CA, AZ) 07/01/13 07/Q1/14 TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE/ OFFICER/MEMBER EXCLUDED? NIA C (Mandatory In N.H.) WD3912749602(OR) 07/01/13 07/01/14 E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF E.L. DISEASE - POLICY LIMIT $1,000,000 OPERATIONS below D Professional Liability MCH288307507 07/01113 07/01/14 Per Claim $2,000,000 Aggregate $$,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Projects as on file with the insured including but not limited to Environmental Services. City of Gilroy, its officers, officials, employees and designated volunteers are named as additional insureds on the general liability policy -see attached endorsement. "Tile above policies contain a 30 -day notice provision for non - renewal and cancellation except for cancellation due to non-payment of premium in which a 10 day notice applies" CFRTIFICATF HUM DFR GANGtLLA I ILJN ACORD 25 (2010105) ©1 -3 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City Of Gilroy tY y EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Manager AUTHORIZED REPRESENTATIVE 7351 Rosanna St. Gilroy, CA 95020 ACORD 25 (2010105) ©1 -3 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 063914666102 Insured: Pacific Municipal Consultants DBA: PMC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: Person or Organization: City of Gilroy, it's officers, representatives, agents and employees BUSINESSOWNERS COVERAGE FORM I. Additional Insured by Contract, issued prior to the "bodily Agreement or Permit injury ", "property damage" or Under SECTION II — LIABILITY, C. "personal and advertising Who Is An Insured, Paragraph 4, is injury"; added as follows: (2) To any person or organization a. Any person or organization for included as an insured by an whom you are performing endorsement issued by us and operations when you and such made part of this Policy; person or organization have agreed (3) To any lessor of equipment: in writing in a contract, agreement or (a) After the equipment lease permit that such person or expires; or organization be added as an additional insured on your policy. (b) If the "bodily injury ", Such person or organization is an "property damage" or additional insured only with respect "personal and advertising to liability for "bodily injury ", injury" arises out of the sole "property damage" or "personal and negligence of the lessor; advertising injury" caused, in whole (4) To any: or in part, by: (a) Owners or other interests (1) Your acts or omissions; or from whom land has been (2) The acts or omissions of those leased which takes place acting on your behalf, after the lease for that land but only with respect to: expires; or (b) Managers or lessors of (3) "Your work" for the additional premises if: insured(s) at the location designated in the contract, (i) The occurrence takes agreement or permit; or place after you cease to (4) Premises you own, rent, lease, be a tenant in that control or occupy. premises; or (ii) The "bodily injury ", This insurance applies on a primary :'property damage" or basis if that is required by the 1personal and written contract, agreement or advertising injury" arises permit. out of structural b. This provision does not apply: alterations, new (1) Unless the written contract or construction or written agreement has been demolition operations executed or permit has been performed by or on 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 4 behalf of the manager Additional Insured under or lessor; or SECTION II - LIABILITY, Part (5) To "bodily injury ", "property C — Who is An Insured, is damage" or "personal and primary and non - contributory, advertising injury" arising out of the following applies: the rendering of or the failure to If other valid and collectible render any professional insurance is available to the services. This includes but is Additional Insured for a loss we not limited to any professional cover under SECTION II — services as an architect or LIABILITY, Part A. Coverages, engineer arising out of any Paragraph 1., Business construction agreement or Liability our obligations are activities under which any limited as follows: insured or anyone acting on any a. Primary Insurance insured's behalf provides or This insurance is primary to provided service, advice, other insurance that is expertise or work. Construction available to the Additional includes, but is not limited to, Insured which covers the the plan, conception, design, Additional Insured as a build, construct, assembly, Named Insured. We will not development, safety, erection, seek contribution from any formation, reconstruct, other insurance available to rehabilitation, repair, or any the Additional Insured improvement made to real except: property. Construction also (1) For the sole negligence includes the hiring, supervision of the Additional or management of any of these Insured; activities. However, this exclusion does not apply to (2) When the Additional liability arising out of an Insured is an Additional insured's presence at a jobsite Insured under another that was not caused by primary liability policy; professional activities listed in or the above paragraph. (3) When b.(2) below c. Additional insured coverage applies. provided by this provision will not be If this insurance is broader than coverage provided to primary, our obligations any other insured. are not affected unless any of the other d. All other insuring agreements, insurance is also exclusions, and conditions of the primary. Then, we will policy apply. share with all that other II. Additional Insured by Contract, insurance by the Agreement or Permit — Primary and method described in Non - contributory b.(3) below. The following is added to SECTION III — b. Excess Insurance COMMON POLICY CONDITIONS: This insurance is excess M. Other Insurance over: (1) Any of the other 1. Additional Insureds insurance, whether If you agree in a written primary, excess, contract, written agreement or contingent or on any permit that the insurance other basis: provided to any person or organization included as an 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 4 (a) That is Fire, When this insurance is excess Extended over other insurance, we will Coverage, Builder's pay only our share of the Risk, Installation amount of the loss, if any, that Risk or similar exceeds the sum of: coverage for "your "; (1) The total amount that all work such other insurance would (b) That is Fire pay for the loss in the insurance for absence of this insurance; premises rented to and the Additional (2) The total of all deductible Insured or and self- insured amounts temporarily under all that other occupied by the insurance. Additional Insured with permission of We will share the remaining the owner; loss, if any, with any other insurance that is not described (c) That is insurance in this Excess Insurance purchased by the Additional Insured provision and was not bought specifically to apply in excess of to cover the the Limits of Insurance shown in Additional Insured's the Declarations of this liability as a tenant Coverage Part. for "property damage" to c. Method Of Sharing premises rented to If all of the other insurance permits the Additional contribution by equal shares, we will Insured or follow this method also. Under this temporarily approach each insurer contributes occupied by the equal amounts until it has paid its Additional Insured applicable limit of insurance or none with permission of of the loss remains, whichever the owner; or comes first. (d) If the loss arises out If any of the other insurance does of the maintenance not permit contribution by equal or use of aircraft, shares, we will contribute by limits. "autos" or watercraft Under this method, each insurer's to the extent not share is based on the ratio of its subject to Exclusion applicable limit of insurance to the g. of SECTION II — total applicable limits of insurance of LIABILITY, Part A. all insurers. Coverages, 1. Business Liability. III. Aggregate Limit of Insurance (Per Project) When this insurance is excess, we will have no duty under a. For purposes of the coverage SECTION II — LIABILITY, Part provided by this endorsement, D. A. Coverages, 1. Business Liability and Medical Expenses Liability to defend the insured Limits of Insurance under Section against any "suit" if any other II — Liability is amended by adding insurer has a duty to defend the the following: insured against that "suit ". If no other insurer defends, we will The General Aggregate Limit under undertake to do so, but we will D. Liability and Medical Expenses be entitled to the insured's rights Limits of Insurance applies against all those other insurers. separately to each of "your projects" or each location listed in the Declarations. 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 3 of 4 b. For purposes of the coverage provided by this endorsement F. Liability And Medical Expenses Definitions under Section II - Liability is amended by adding the following: a. "Your project" means: i. Any premises, site or location at, on, or in which "your work" is not yet completed; and ii. Does not include any location listed in the Declarations. IV. Blanket Waiver of Subrogation Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III — Common Policy Conditions is amended by the addition of the following: We will waive any right of recovery we may have against any person or organization when you have agreed in a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ", 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 4 of 4