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HomeMy WebLinkAboutEMC Planning Group - 2014 AgreementAGREEMENT FOR SERVICES This AGREEMENT made this 2nd day of January 2014, between. CITY. City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: EMC Planning Group, Inc., having a principal place of business at 301 Lighthouse Avenue, Suite C, Monterey, CA 93940. ARTICLE 1. TERM OF- AGREEMENT This Agreement will become effective on January 2, 2014 and will continue in effect through completion of the Scope of Services 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, point 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 tern of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to- Perform the services as outlined in Exhibit "A" ("Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Payment Schedule ") and Exhibit "D" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this 061708-0470BOa3 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 tunes 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 ". 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 "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 M 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 unposed 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." \\PAPR7644e1 -2- 061708. 04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY B. Workers' Compensation ` CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation 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 defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property 2 As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. ' D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, 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 \\P*R76496 1 -3- 0617oa04706oa3 (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 tunes 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 APa93�76946 i -4- 061708-04706M 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.1EL, 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 reunburse 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 \vPADR764a46 1 -5- 0617oa0470BM3 toward completion of the services required hereunder, and, except for a termination due to CITY's default, shall act in such a manner as to facilitate 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 tune. 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 arse out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed 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 hmitmg 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 WPAM76444al -6- 0617aa04706M3 basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section VAL 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 mvand, void or unenforceable, the remaining provisions will nevertheless continue in full force without being unpaired or invalidated in any way. A PAPR764M61 -7- 06170804706M 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: EMC Planning Group, Inc. By: Name:l�;c �L�•�� Title.�,SN� Social Security or Taxpayer Identification Number 770126607 Approved as to Form City Attorney \wa9>%764446.1 -8- 061708- 0470SM3 CITY: 7 By: I ILROY Name: Thomas J. Haglund 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 Ten Wissler Adam, 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, Stan Ketchum 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 I ( "Notices ") of this Agreement. 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. \\PA9>%7644461 4- 061708-04706OB3 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 ansing out of the performance of this Agreement, and CONSULTANT shall be and remain hable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services famished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, atIany and all reasonable tunes, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, tune 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 \\PaDR764446 1 -2- 061708- 0470sas3 within five (5) business days after CITY's request at the CITY's offices or another location acceptable to CITY in its sole determination. 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 lunited 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 parties shall have any claim or right of action hereunder for any cause whatsoever. \vPaPR764446 1 -3- 06170a047asoe3 H. NOTICES. Notices are to be sent as follows: CITY. Stan Ketchum City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Ten Wissler Adam EMC Planning Group, Inc. 301 Lighthouse Avenue, Suite C Monterey, CA 93940 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. \WAPR76444s.1 -4- 061708-04706oa3 EXHIBIT "B" SCOPE OF SERVICES Recker Pass West Cluster Subdivision Initial.Study Proposal TABLE OF CONTENTS Hecker Pass West Cluster Subdivision Initial Study Proposal 2 1.0 Project Understanding 2 2.0 Project Approach 2 3 0 Scope of Work 3 APAPR764aa6 1 -1- 061708-0470SM3 ARTICLE 9. Hecker Pass West Cluster Subdivision Initial Study Proposal A. 1.0 Project Understanding The Hecker Pass West Cluster Subdivision project (hereinafter "proposed project ") is located within the Hecker Pam Speafic Plan area in western Gilroy, south of Hecker Pass Highway and north of Uvas Creek The 34 -acre project site is identified as Assessor's parcel number 810- 20 -015. The applicant has applied for the following approvals tentative map, planned unit development, and architectural and -site review - B. 2.0 Project Approach The proposed project is a residential project consistent with the land use designations and development densities in the Hecker Pass Speafic Plan, as well as the City of Gilroy General Plan, and therefore, CEQA Guidelines section 15182 provides specific direction about CEQA - compliance for this project The text of the guidelines is presented below (A) CEQA Guidelines Section 15182, Residential Projects Pursuant to a Specific Plan (a) Exemption Where a public agency has prepared an EIR on a specific plan after January 1, 1980, no EIR or negative declaration need be prepared for a residential project undertaken pursuant to and in conformity to that specific plan if the project meets the requirements of this section (b) Scope Residential projects covered by this section include but are not limited to land subdivisions, zoning changes, and residential planned unit developments (c) Limitation This section is subject to limitation that if after the adoption of the specific plan, an event described in Section 15162 should occur, this exemption shall not apply until the city or county which adopted the specific plan completes a subsequent EIR or a supplement to an EIR on the specific plan The exemption provided by this section shall again be available to residential projects after the Lead Agency has filed a Notice of Determination on the specific plan as reconsidered by the subsequent EIR or supplement to the EIR Note Subsections (d) and (e), while relevant to processing the project, are not relevant to this discussion and therefore, are not included here _ CEQA Guidelines section 15162 explains the circumstances under which a subsequent EIR or supplement to an EIR would be required This section of the Guidelines was reviewed and no event A PAOR76496 t -2- 06170&04706063 i described in that section requiring preparation of a subsequent EIR or supplement to an EIR have occurred Therefore, an initial study will be prepared to ensure that the proposed project is consistent with the policies of the specific plan and the mitigation measures contained in the CEQA documentation for the specific plan and subsequent amendments The initial study will also address the proposed project's consistency with the Santa Clara County Habitat Conservation Plan /Natural Community Conservation Plan (hereinafter "Habitat Plan ") At this tune, it is anticipated that the initial study will conclude that the proposed project is consistent with the specific plan and that no additional CEQA review would be required Should the initial study determine that additional CEQA review may be required, e.g a negative declaration or EIR, additional scope of work beyond this proposal would need to be developed C. 3.0 Scope of Work The following scope of work is proposed (A) Task 1 Project Initiation /Management/Consultation ■ Prepare project files, coordinate staff, general administration ■ Provide CEQA consultation for client (B) Task 2 Research & Development ■ Review the following relevant documents Hecker Pass Speafic Plan / South Valley Community Churok EIR (2004) This is the original program EIR for the specific plan; 2 Hedccer Pass Speafic Plan (2005) This is the original specific plan adopted on January 18, 2005, 3 Hecker Pass SpeaficPlan Amendment (GPA 0"2) MND (2006) This initial study/ mitigated negative declaration addressed the amendment to the specific plan that eliminated the "east intersection" on Hecker Pass Highway, 4 Heccer Pass Special Use District Backbone Infrastructure Master Plan AI S 05 -54 (2006) This initial study and mitigated negative declaration evaluated the specific impacts of the backbone infrastructure associated with the specific plan, the details of which were not available and included in the 2005 specific plan, and 5 Hecker Pass Speafic Plan EIR Addendum (2008) This EIR addendum evaluated an amendment to the specific plan that reduced the acreage for the Community Facility \vPADR764446 1 -3- 06170e- 0470SM3 designation from 18 acres to 12 acres and increased the acreage and number of dwelling units allowed within the specific plan by six acres and 15 residential units within the Cluster Residential area. (C) Task 3 Kick -off Meeting and Site Visit ■ If desired by City staff, the project manager will meet with City staff and the applicant for a kick off meeting to discuss the project and the scope of work An EMC Planning Group planner and biologist will conduct a site visit to briefly document existing conditions at the project site and vicinity (D) Task 4 Assess Biological Resources for Project Consistency with Specific Plan and Habitat Plan EMC Planning Group biologists will conduct a background data search to determine biological resources known to occur in the vicinity of the project site These data will be obtained from the California Department of Fish and Wildlife California Natural Diversity Database, the California Native Plant Society Inventory of Rare and Endangered Plants, the U S Fish and Wildlife Service Endangered Species Program and National Wetlands Inventory, U.S Department of Agriculture soil maps, and aerial photographs ■ EMC Planning Group biologists will also conduct a detailed review of the Santa Clara County HCP with regard to the project site The biological resources section of the initial study will be prepared in accordance with the HCP policies EMC Planning Group biologists will perform a reconnaissance -level field survey of the project site in order to (1) verify the principal plant communities identified in the previous specific plan CEQA documentation, (2) verify the potential for special- status species and their habitats, wildlife movement corridors, potential jurisdictional wetlands, protected trees, and other significant biological resources to occur; and (3) identify and map any observed new locations of special- status species and/ or habitats Upon completion of the survey effort, this section of the initial study will be prepared including applicable tables, figures, and appendices Because the proposed residential development project is part of the approved 2005 Hecker Pass Specific Plan and EIR documentation presented above, the biologists will review the biological resource sections of these documents to determine whether the proposed project is consistent with the existing goals/ policies and impact analysis contained in these documents The biological resources analysis is intended as an analysis of existing natural resources found on the site for the purposes of analyzing impacts associated with the proposed project and concluding whether the existing site conditions are adequately addressed in the previous documentation The survey is not intended to and does not meet specific protocol -level \WAPR764aa6 1 -4- 061708-04706M3 focused survey requirements established by regulatory agencies for any particular special- status species, and does not include wetlands/ waterways delineation Additional biological survey tasks, such as focused species surveys and/ or wetlands delineation, may be recommended upon consultation with City staff, review of the HCP process, and/ or completion of the biological resources analysis (E) Task 5 Prepare Draft Initial Study ■ Prepare the draft initial study and provide electronic copies to City staff for review and comment (F) Task 6 Prepare Final Initial Study ■ Prepare the final initial study for the project record (G) Task 7 Prepare Findings and Mitigation Monitoring Program ■ Prepare draft CEQA findings and a project- specific mitigation monitoring program ■ Prepare final CEQA findings and a project- specific mitigation monitoring program (H) Task 8 Prepare Notice of Exemption • Prepare a Notice of Exemption in electronic format for the City to file with the county clerk within five days of project approval (I) Optional Tasks • Meetings/ Public Hearings EMC Planning Group will attend additional meetings and public hearings at the request of City staff Costs are included as options on the attached cost spreadsheet \\PAPR764961 -5- 061708.047To(M EXHIBIT "C" PAYMENT SCHEDULE APA93J644a l -1- 061708-04706083 s EXHIBIT "D" MILESTONE SCHEDULE An estimated four (4) weeks would be required to prepare the draft initial study upon authorization to proceed Prepare draft initial study 4 weeks City staff review 2 weeks Prepare final initial study 1 week Prepare findings, mitigation monitoring program, and Notice of Exemption 1 week Total 8 weeks \\PAcR764446 1 -1- 06170e- 0470saa3 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 6128/2013 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 pollcy(les) 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 CONTACT Monique R Thanos , CIC NAME PHONE (831) 624 -1234 FAC No (831)624 -4605 Carmel Insurance Agency, Inc. ADDRESS mon3.C1uet @carme13.nsurance corn San Carlos 2nd NW 8th P.0 Box 6117 PRODUCER INSURERS AFFORDING COVERAGE NAIC q Carmel CA 939216117 INSURED ARe ublic Indemnity PERSONAL 8 ADV INJURY -INSURER INSURER B E M C Planning Group, Inc INSURER GEN L AGGREGATE LIMIT APPLIES PER POLICY PRO LOC 301 Lighthouse Avenue INSURER D 1 INSURER E Suite C Monterey CA 93940 INSURER COVERAGES CERTIFICATE NUMBER WC 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 TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDDIYYYY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-I OCCUR EACH OCCURRENCE $ AMA RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GEN L AGGREGATE LIMIT APPLIES PER POLICY PRO LOC PRODUCTS - COMP /OP AGG $ 1 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED ALTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAR EXCESS LIAB HOCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? F—] (Mandatory In NH) Ifyes describe under DESCRIPTION OF OPERATIONS below NIA 18205503 07/10/201307/10 /2014 X WCSTATU OTH- I TORY LIMITS E L EACH ACCIDENT $ 1,000,000 E L DISEASE - EA EMPLOYEE $ 1,000,000 E L DISEASE - POLICY LIMIT $ 11000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, ff more space is required) 10 Days Notice of Cancellation Applies for non payment of premium The City of Gilroy Planning Davison Melissa Durkin 7351 Rosanna Street Gilroy, CA 95020 ACORD 25 (2009109) INS025 (200909) 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 tthew Little,��,J� ©1988 -2009 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD EMC Planning Group, Inc — Policy Number ACP7824920791 — 3/15/2013 - 3/15/2014 BUSINESSOWNERS PB 60 03 0411 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MUNICIPALITIES OR PUBLIC AGENCY - INSURED PROVIDING PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section II WHO IS AN INSURED The municipality and /or public agency designated in the Schedule of this endorsement is also an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with your operations, other than the rendering of or the failure to render professional services, advice of instruction, subject to the following additional exclusion This insurance, including any duty we have to defend "suits ", does not apply to "bodily injury ", "property damage" or "personal and advertising injury" that arises out of, in whole or in part, or is a result of, in whole or in part, the active or primary negligence of the municipality and /or public agency designated in the Schedule of this endorsement, whether or not such negligence has been assumed by you in a contract or agreement All terms and conditions of this policy apply unless modified by this endorsement SCHEDULE Municipality and/or Public Agency The City of Gilroy, its Officers and Employees 7351 Rosanna Street Gilroy, CA 95020 -6141 PB 60 03 04 11 Page 1 of 1 '°"� ®® CERTIFICATE OF LIABILITY INSURANCE 11 /6%2011' 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(lies) 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 Carmel Insurance Agency San Carlos 2 NW of 8th P 0. BOX 6117 Carmel CA 93921 -6117 NAME Monique M_ o_nique Thanos, CIC PHONE (831) 624 -1234 (FAX, N (831) 624 -4605 ADDRE S mo_niquet @carmelinsurance com_ INSURERS AFFORDING COVERAGE NAIC p INSURER A.Landmark American Insurance Co LIMITS INSURED E M C Planning Group, Inc 301 Lighthouse Avenue Suite C Monterey CA 93940 INSURER B INSURER INSURER D INSURER $ INSURER F COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER CL1311600163 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 TYPE OF INSURANCE A D BR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY A N PREMISE Ea c urr rice $ CLAIMS -MADE D OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAR EACH OCCURRENCE $ HOCCUR AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ WORKERS COMPENSATION WC STATU- OTH AND EMPLOYERS' LIABILITY YIN E L EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED ❑ N/A E L DISEASE - EA EMPLOYE $ (Mandatory In NH) If yes describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ A Environmental Consultants x11820894 /1/2013 /1/2014 $1 000 000 Per Claim $20,000 SI Professional Liailty b i $3 000 000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Evidence of Insurance 10 Days Notice of Cancellation Applies for non payment of premium t,trc I 11-ILA I t NUI-utK The City of Gilroy Planning Divison Melissa Durkin 7351 Rosanna Street Gilroy, CA 95020 Auumu za (tU-IU/UD) INS029 rgnlnnsl n1 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 Little, CIC /MRT������r����'`_ (D IVUB -ZULU ACURD CORPORATION All rights reserved Tf.c arr1Rr1 n2mc anrf Innn nrn rcnrcferorl mmrlrc of Arr1Rr1 AC40R " 0 CERTIFICATE OF LIABILITY INSURANCE DATE 1/9/2014 ' 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 pollcy(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 Carmel Insurance Agency, Inc San Carlos 2 NW of 8th P.O. BOX 6117 Carmel CA 939216117 CONTACT Monique R Thanos CIC NAME PHONE (831) 624 -1234 AIC No (831) 624 -4605 ADDRESS moniquet @carmelinsurance com PRODUCER INSURERS AFFORDING COVERAGE NAIC # INSURED E M C Planning Group, Inc 301 Lighthouse Avenue, Suite C Monterey CA 93940 INSURER A AMCO Insurance Company ILCP7824920791 INSURER B .Nat3.onw3.de Mutual 03/15/2014 INSURER $ 2,000,000 INSURERD $ 1,000, 000 INSURER E $ 5,000 INSURER F $ 2,000,000 COVERAGES CERTIFICATE NUMBER GL & Auto 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 ILTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM/LDDYIYYYY POLICY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX] OCCUR ILCP7824920791 03/15/2013 03/15/2014 EACH OCCURRENCE $ 2,000,000 DAMAGE ( RENTED PREMISES occurrence ) $ 1,000, 000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN L AGGREGATE LIMIT APPLIES PER X POLICY F1 PRO ECf LOC PRODUCTS - COMP /OP AGG $ 4,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS CP7824920791 03/15/2013 03/15/2014 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED9 (Mandatory in NH) If yes describe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH- E L EACH ACCIDENT $ E L DISEASE EA EMPLOYE $ E L DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Addibonal Remarks Schedule, H more space Is required) RE Becker Pass West Cluster Project - Subject to a Signed, Written Agreement The City of Gilroy, its officers and employees are named as Additional Insured under the General Liability & Auto Liability 10 Day Notice of Cancellation Applies for Non - Payment of Premium Attached Endorsements PB6003 04/11 & CA2048 02/99 The City of Gilroy Planning Davison Melissa Durkin 7351 Rosanna Street Gilroy, CA 95020 AGORD 25 (2009/09) N S025 (200909) L,AN1.;t_LLi1 I IUIV 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 ttheW Little, ©1988 -2009 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD EMC Planning Group, Inc. Policy # ACP7824920791 ; Policy Term. 3/15/13 to 3/15/14 CA 20 48 (02 -99) THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. _ DESIGNATED INSURED " This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM, GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM -T RUCKERS,COVERAGE FORM With- respect10 coverage provided by this endorsement, the provisions of the Coverage Form apply,unless modified'by this endorsement' = This'er orsement identifies person(s) or organization(s) Who are "insureds" under the Who Is An ±° `Insured 66ihsion of the Coverage Form This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE _v Name of Person(s) or Organization(s): " TheWCity of Gilroy (If °no entry appears above, information required to complete this endorsement will be shown in a "ihek Declarations as applicable to the, endorsement) - Ea6W13ersorn or•organization shown in the Schedule is an "insured" for Liability Coverage, but only to the'extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Forma Copyright, Insurance Services Office, Inc., 1998 CA 20 48 (02 -99) t _r -