HomeMy WebLinkAboutPMC - North Gilroy Neighborhood Districts USA ModificationAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this -13 day of March, 2015, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Pacific Municipal Consultants (dba PMQ, A Michael Baker International
Company, having a principal place of business at 2729 Prospect Park Drive, Suite 220. Rancho
Cordova, CA 95670.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on March a.?J- 2015 and will continue in effect through
June 30, 2016 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein.
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ("Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
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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
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONSULTANT exceed $63.600.00.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
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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 on a per occurrence basis, 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 or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "'tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written 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 via a specific endorsement) and
requiring thirty (30) days written notice of policy cancellation. CONSULTANT shall notify
CITY in advance of any lapse in coverage or 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:
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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,
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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."
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 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 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 (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 reasonable 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.
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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. TERNIINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
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.
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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.
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,
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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 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 applicable 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 the CONSULTANT becomes aware of
conflicting applicable municipal ordinances and regulations, CONSULTANT will contact the
CITY in writing and see direction from the CITY.
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
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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 shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A ", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:
CITY:
PACIFIC MUNICIPAL CONSULTANTS CITY OF GILROY
(DBA PMC), A MICHAEL BAKER
INTERNATIONAL COMPANY
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By:
Name: Phillip 0. Carter
Title: Vice - President
Social Security or Taxpayer
Identification Number 68- 0348252.
Approved as to Form
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City Attorney 1 k_,J„ Ca`lbyl
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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 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, Kristi
Abrams 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.
Ill. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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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.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Kristi Abrams, Community Development Director
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Philip O. Carter
Pacific Municipal Consultants (PMC)
2729 Prospect Park Drive, Suite 220
Rancho Cordova. CA 95670
FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
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.
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SCOPE OF SERVICES
See Attached Document Entitled:
March 11, 2015 NORTH GILROY NEIGHBORHOOD DISTRICTS URBAN SERVICE AREA
MODIFICATION — EIR PEER REIEW SERVICES
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EXHIBIT "C"
MILESTONE SCHEDULE
See Attached Document Entitled:
March 11, 2015 NORTH GILROY NEIGHBORHOOD DISTRICTS URBAN SERVICE AREA
MODIFICATION — EIR PEER REIEW SERVICES
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EXHIBIT "D"
PAYMENT SCHEDULE
See Table on page two (2) of Attached Document Entitled:
March 11, 2015 NORTH GILROY NEIGHBORHOOD DISTRICTS URBAN SERVICE AREA
MODIFICATION — EIR PEER REIEW SERVICE
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.March 11., 2015
Kristi Abrams, PE, Community Development Director
CiTY OF GiLROY
7351 Rosanna Street
Gilroy, CA 95020
RE: NORTH GILROY NEIGHBORHOOD DISTRICTS' URBAN SERVICE AREA
.MODIFICATION — EiR PEER REVIEW SERVICES
Dear Ms. Abrams:
PMC; a Michael Baker International Company, understands that an :eff6ft is under way to expand the
`City's Urban Service Area ,(USA) `boundary to incorporate. territory in. the North Gilroy Neighborhood
Districts. This territory is within the. City's Sphere. of Influence and 20 -Year Planning Boundary,
Approximately 40 acres appears to be within the city limits, but the entire area is outside of the existing
USA.
An Elk is currentiy..being prepared to evaluate. the potential physical environmental effects of expanding
the USA. According to City staff and the project narrative, the applicant's effort is "programmatic" at
this point, with the.'understanding that more detailed plans (specific plans, master,plans,.and subsequent
levels of detail) will. be formulated overtime. These subsequent discretionary approvals are assumed to
require future, more detailed environmental review.
To assist the City of Gilroy with this effort, PMC will_provide..a peer review of the programmatic EIR to
ensure technical adequacy and consistency with the California Environmental Quality Act. (CEQA). To
that end, we will complete the following tasks:
I. Project. Familiarization and Initial Consulltations: This task includes initial review of
project- related materials, consultation with the EIR consultant and applicant, consultation with
City staff, and field review of the project area.
2. Review and Provide Line= b)F-wLine Comments on the. ADEIR PMC will review and
comment on the Administrative Draft EIR >(ADEiR) using a. version of the document as
submitted with lines and chapters numbered for ease of reference. PMC's; review will focus on
technical accuracy, consistency with City plans and policy documents, and .conformance with
CEQA. Comments will :be..provided.in the form of a memorandum referencing specific lines and
pages. The review is .intended to identify fundamental adequacy issues and not correct or call .
out minor typos and editing errors. PMC's .in -house technical resources` (biology, `air quality,
noise, :and greenhouse gas analysts)' will be provided individual sections for internal technical
review. PMC senior environmental staff will provide review of the remaining sections
60 Garden Court, Suite 230 •Monterey, CA 93940 - P: (631) 6449174 • F: (831.) 644 -7696
11./
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City of Gilroy
RE: North Gilroy Neighborhood Districts Urban Service Area Modification — EIR Peer Review
Services
Page 2
Traffic Analysis Peer Review. PMC will utilize the services of Michael Baker International
staff to provide a concurrent review of the EIR's traffic analysis, prepared by Hexagon
Transportation Consultants. The peer review will focus on analysis methods and confirmation of
technical assumptions, as well as consultation with City staff to confirm the report's findings and
feasibility of the identified mitigation measures and improvements. We assume that Hexagon will
be performing the necessary quality assurance checks regarding the traffic projections and
technical calculations (e.g., level of service calculations). This review will include some spot
checks of the data and calculations to ensure they meet City guidelines, but review will not be
exhaustive. A separate memorandum on the administrative draft analysis report will be
provided, as well as a review of the revised draft to ensure that comments have been addressed.
4. Review Draft Engineering and Other Technical Reports. Michael Baker International will
provide a technical review of the Draft Engineering Report for the North Gilroy Neighborhoods
District, dated March 4, 2015. The purpose of the document review will be to ensure
conformance with the City and County planning and design guidelines, verify the accuracy of
calculations, consistency with project documents and overall engineering best practices are
followed. Michael Baker will compile all review comments into either one red -lined hard copy
document, or using track changes in an electronic format. Baker and PMC staff are also available
to review other specific engineering, infrastructure or fiscal reports prepared by the project
sponsor as necessary.
S. Review the Draft EIR. Prior to public release of the DEIR, PMC will provide a second review
of the document to ensure previously identified items have been adequately addressed.
6. Review the Final EIR. PMC will review all comment letters received on the DEIR, provide an
assessment of primary issues, and peer review the responses to comments prepared for the
FEIR. This review will be performed by senior PMC staff, focusing on the adequacy of responses
and consideration of CEQA case law. A separate comment memorandum will be provided.
7. Meetings. We anticipate up to five meetings with City staff and /or the applicant's team during
this process.
Optional Tasks. PMC is prepared to assist the City in any way with planning support tasks, noticing,
staff reports, application review, or LAFCO assistance. We understand that the environmental
consultant will be assisting with some of these tasks; however, PMC can provide additional support (or
additional peer review of that work) at the City's request
North Gilroy Neighborhood Districts
Urban Service Area Modification — EIR Peer Review Budget
All task budgets are based on a senior staff rate of $180 per hour.
Sincerely,
//Z, -�
Hours
Budget
Task
Project Familiarization
25
$4,500
Review /Comment on ADEIR
100
$18.000
Traffic Analysis Peer Review
60
$10,800
Review Other Reports as Needed
60
$10,800
Review /Comment on DEIR
30
$5,400
Review /Comment on FEIR
40
$7,200
Meetings
30
$5,400
Total
345
$62,100
All task budgets are based on a senior staff rate of $180 per hour.
Sincerely,
//Z, -�
City of Gilroy
RE: North Gilroy Neighborhood Districts Urban Service Area Modification - EIR Peer Review
Services
Page 3
Philip O. Carter
President
POC :ts:sw:jm
Tad Stearn
Principal/Project Manager
P:1California, State oflGilroy, City of1P14 -0928 City of Gilroy - EIR Peer Review - NGND\Draft Proposal
PL,
�A� o® CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDD/YYYY)
3/5/2015
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(iss) must be endorsed. If SUBROGATION IS WANED, 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 Risk Strategies Company
2040 Main Street, Suite 450
Irvine, CA 92614
NAME: Risk Strategies Company
PHONE 949 -242 -9240 FAX (AIC, No
A PAIL oun risk -strat ies.com
Mr
INSURER(S) AFFORDING COVERAGE
NAIC A
7/1/2014
INSURER A : Citizens Insurance Company of America
31534
www.risk- strategies.com CA DOI License No. OF06675
INSURED
Pacific Municipal Consultants,
dba: PMC
INSURER B: Hanover American .Insurance Company
36034
INSURERC: Massachusetts Bay Insurance Company
22306
INSURER D:
2729 Prospect Park Dr., Ste. 220
Rancho Cordova CA 95670
INSURER E:
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY ❑ JEa LOC
OTHER
INSURER F:
$ $4,000,000
PRODUCTS - COMP /OP AGG
COVERAGES CERTIFICATE NUMBER: 9179A.ISS 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
SUBR
POLICY NUMBER
POLICY EFF
MMIDD
POLICY EXP
MM D
LIMITS
A
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE FZ OCCUR
✓
OB3914666103
7/1/2014
7/1/2015
EACH OCCURRENCE
$ $2,000,000
DAMAGE TO RERTIff-
PREMISES Ea c urrence
$ $1,000,000
MED EXP (Any one person)
$ $10,000
PERSONAL8ADVINJURY
$ $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY ❑ JEa LOC
OTHER
GENERAL AGGREGATE
$ $4,000,000
PRODUCTS - COMP /OP AGG
$ $4,000,000
$
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
NON-OWNED
HIRED AUTOS AUTOS
OB3914666103
7/1/2014
7/1/2015
CEOMBINED SINGLE LIMIT
$ $2,000,00
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
$
$
A
UMBRELLALIAS
EXCESS LIAB
OCCUR
CLAIMS -MADE
OB3914666103
7/1/2014 ,
7/1/2015
EACH OCCURRENCE
$ $2,000,000
AGGREGATE
$ $2,000,000
DED I V RETENTION 10,000
$
B
C
WORKERS COMPENSATION
AND EMPLOY LIABILITY
ERS' YIN
MANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERIMEMBER EXCLUDED?
(Mandatory In NH)
if s; describe under
DESCRIPTION OF OPERATIONS below
NIA
WZ3912749004 (CA, AZ)
WD3912749603(OR)
7/1/2014
7/1/2014
7/1/2015
7/1/2015
STATUTE ER"
E.L. EACH ACCIDENT
$ $1,000,000
E.L. DISEASE - EA EMPLOYEE
$ $1,000,000
E.L DISEASE - POLICY LIMIT
$ $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
Projects as on file with the insured including but not limited to EIR Peer Review Services.
City of Gilroy, its officers and employees is named as additional insured on the general liability policy -see attached endorsement.
The above policies contain a 30-day notice provision for non - renewal and cancellation, 10- daynotice for non - payment of premium.
GCK I I1`114A 1 C r7ULUCK GANGtLLA I IUN
Cl y of Gilroy
7% Rosanna Street
Gilroy CA 95020
ACORD 25 (2014/01)
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
cM 1999 -2014 ACORD CORPORATION- All riehts raservnd_
The ACORD name and logo are registered marks of ACORD
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a
POLICY NO.: OB3914666103 INSURED: Pacific Municipal Consultants,
dba: PMC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT
Additional Insured:
City of Gilroy, its officers and employees
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
I. Additional Insured by Contract, Agreement or
Permit
Under SECTION II — LIABILITY, C. Who Is An
Insured, Paragraph 4. is added as follows:
a. Any person or organization for whom you are
performing operations when you and such person
or organization have agreed in writing in a
contract, agreement or permit that such person or
organization be added as an additional insured
on your policy. Such person or organization is an
additional insured only with respect to liability for
"bodily injury", "property damage" or "personal
and advertising injury" caused, in whole or in
part, by:
(1) Your acts or omissions; or
(2) The acts or omissions of those acting on
your behalf,
but only with respect to:
(3) "Your work" for the additional insured(s) at
the location designated in the contract,
agreement or permit; or
(4) Premises you own, rent, lease, control or
occupy.
This insurance applies on a primary basis if that
is required by the written contract, agreement or
permit.
b. This provision does not apply:
(1) Unless the written contract or written
agreement has been executed or permit has
been issued prior to the "bodily injury",
"property damage" or "personal and
advertising injury";
(2) To any person or organization included as
an insured by an endorsement issued by us
and made part of this Policy;
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property damage"
or "personal and advertising injury"
arises out of the sole negligence of the
lessor;
(i) The occurrence takes place after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage" or "personal and
advertising injury" arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor; or
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising out
of the rendering of or the failure to render
any professional services. This includes but
is not limited to any professional services as
an architect or engineer arising out of any
construction agreement or activities under
which any insured or anyone acting on any
insured's behalf provides or provided
service, advice, expertise or work.
Construction includes, but is not limited to,
the plan, conception, design, build,
construct, assembly, development, safety,
erection, formation, reconstruct,
rehabilitation, repair, or any improvement
made to real property. Construction also
includes the hiring, supervision or
management of any of these activities.
However, this exclusion does not apply to
liability arising out of an insured's presence
at a jobsite that was not caused by
professional activities listed in the above
paragraph.
c. Additional insured coverage provided by this
provision will not be broader than coverage
provided to any other insured.
d. All other insuring agreements, exclusions, and
conditions of the policy apply.
R. Additional Insured by Contract, Agreement or
Permit — Primary and Non - contributory
The following is added to SECTION III — COMMON
POLICY CONDITIONS:
M. Other Insurance
(4) To any: 1. Additional Insureds
(a) Owners or other interests from whom If you agree in a written contract, written
land has been leased which takes place agreement or permit that the insurance
after the lease for that land expires; or provided to any person or organization
included as an Additional Insured under
(b) Managers or lessors of premises if: SECTION 11 - LIABILITY, Part C — Who is
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391 -1586 0211
An Insured, is primary and non - contributory,
When this insurance is excess, we will have
the following applies:
no duty under SECTION 11 — LIABILITY,
If other valid and collectible insurance is
Part A. Coverages, 1. Business Liability to
available to the Additional Insured for a loss
defend the insured against any "suit" if any
we cover under SECTION II — LIABILITY,
other insurer has a duty to defend the
Part A. Coverages, Paragraph 1., Business
insured against that "suit ". If no other insurer
Liability our obligations are limited as
defends, we will undertake to do so, but we
follows:
will be entitled to the insured's rights against
all those other insurers.
a. Primary Insurance
When this insurance is excess over other
This insurance is primary to other
insurance, we will pay only our share of the
insurance that is available to the
amount of the loss, if any, that exceeds the
Additional Insured which covers the
sum of:
Additional Insured as a Named Insured.
(1) The total amount that all such other
We will not seek contribution from any
insurance would pay for the loss in the
other insurance available to the
absence of this insurance; and
Additional Insured except:
(1) For the sole negligence of the
(2) The total of all deductible and self -
Additional Insured;
insured amounts under all that other
insurance.
(2) When the Additional Insured is an
Additional Insured under another
We will share the remaining loss, if any, with
primary liability policy; or
any other insurance that is not described in
this Excess Insurance provision and was not
(3) When b.(2) below applies.
bought specifically to apply in excess of the
If this insurance is primary, our
Limits of Insurance shown in the
obligations are not affected unless
Declarations of this Coverage Part.
any of the other insurance is also
c. Method Of Sharing
primary. Then, we will share with all
that other insurance by the method
If all of the other insurance permits contribution
described in b.(3) below.
by equal shares, we will follow this method also.
Under this approach each insurer contributes
b. Excess Insurance
equal amounts until it has paid its applicable limit
This insurance is excess over:
of insurance or none of the loss remains,
(1) Any of the other insurance, whether
whichever comes first.
primary, excess, contingent or on
If any of the other insurance does not permit
" ' any other basis:
contribution by equal shares, we will contribute
(a) That is Fire, Extended
by limits. Under this method, each insurer's share
Coverage, Builder's Risk,
is based on the ratio of its applicable limit of
Installation Risk or similar
insurance to the total applicable limits of
coverage for "your work ";
insurance of all insurers.
(b) That is Fire insurance for
III. Aggregate Limit of Insurance (Per Project)
premises rented to the
a. For purposes of the coverage provided by this
Additional Insured or
endorsement, D. Liability and Medical
temporarily occupied by the
Expenses Limits of Insurance under Section II
Additional Insured with
— Liability is amended by adding the following:
permission of the owner;
The General Aggregate Limit under D. Liability
(c) That is insurance purchased by
and Medical Expenses Limits of Insurance
the Additional Insured to cover
applies separately to each of "your projects" or
the Additional Insured's liability
each location listed in the Declarations.
as a tenant for "property
damage" to premises rented to
b. For purposes of the coverage provided by this
the Additional Insured or
endorsement F. Liability And Medical
temporarily occupied by the
Expenses Definitions under Section II -
Liability is amended by adding the following:
Additional Insured with
permission of the owner; or
a. "Your project" means:
(d) If the loss arises out of the
I. Any premises, site or location at, on, or
maintenance or use of aircraft,
in which "your work" is not yet
"autos" or watercraft to the
completed; and
extent not subject to Exclusion
ii. Does not include any location listed in
g. of SECTION 11— LIABILITY,
the Declarations.
Part A. Coverages, 1.
Business Liability.
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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 ".
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