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HomeMy WebLinkAboutEMC Planning Group - Hampton Inn & Suites Initial StudyAGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this day of A, 20 , between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: EMC, 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 July 2, 2015 and will continue in effect through July 2, 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 Agreeme terminate this Agreement regardless of any other provision stated herein. 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 "). 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. 4835 - 2267 -03610 -1- LAC104706083 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 $ 20,819.00. 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. 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 4835 - 2267 -03610 _2_ LAC104706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. 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 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, 4835 - 2267 -0361v1 -3- LAC104706083 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 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. 4835- 2267 -0361v1 -4- LAM04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. 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 4835 - 2267 -03610 _5_ LAM04706083 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, 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. 4835- 2267 -0361 v1 -6- LAM04706083 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 limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835 - 2267 -03610 _�_ LAC104706083 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: EMC Planning Group Inc. Y• Name: Teri Wissler Ada Title: Senior Principal Social Security or Taxpayer Identification Number 770126607 4835 - 2267 -03610 LAC104706083 CITY: GILROY By: Name: om Ha Lund Title: City Administrator Approved as to Form ��lAtto�mey 4835 - 2267 -0361 v 1 -9- LAC104706083 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 Teri 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, Teri Wissler Adam shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835- 2267 -03610 LACk04706083 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. 4835 - 2267 -0361v1 -2- LAC104706083 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. 4835 - 2267 -03610 _3 _ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Valerie Negrete City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: EMC Planning Group Inc. 301 Lighthouse Avenue, Suite C Monterey, Ca 93940 831- 649 -1799 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. 4835 - 2267- 0361v1 -4- LAC104706083 EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361v1 _ 1 LAC104706083 1.0 PROJECT UNDERSTANDING Existing Setting and Project History The 1.53 -acre project site, Assessor's parcel number 841- 075 -012, is located east of U.S. Highway 101 and southeast of the Monterey Street /Travel Park Circle intersection in south Gilroy. The land use designation is General Services Commercial and the zoning designation is CM (Commercial Industrial). The project site is part of the 14.62 -acre commercial industrial subdivision commonly known at that time as the MVW Properties Truck Stop Center. In late 1994, early 1995, the City adopted a mitigated negative declaration for the "MVW Properties Truck Stop Center" general plan amendment, rezone, subdivision, and planned unit development. The planned unit development evaluated in the 1994 initial study included a two -story, 65 -room motel with a gross floor area of 29,400 square feet. Proposed Project The proposed project is a four -story, 105 -room Hampton Inn & Suites (hotel). This represents a 61 percent increase in the number of rooms from the motel that was evaluated in the 1994 initial study. Therefore, the currently proposed project would result in greater impacts in the following areas: traffic, air quality, greenhouse gas emissions (which were not evaluated in the 1994 initial study), and noise, as well as water demand and sewer generation. 2.0 APPROACH The adopted initial study /MND adopted for development of the project site is 14 years old and the proposed project is 61 percent larger than the motel evaluated in the 14 -year old initial study. Therefore, the proposed project should be evaluated for its environmental effects, based upon the current project design and current CEQA standards. An initial study will be prepared in strict compliance with the California Environmental Quality Act (CEQA) and Guidelines. The initial study will address all of the issues in the City of Gilroy initial study checklist. To the greatest extent feasible, the following resources will be utilized in preparation of the initial study: EMC PLANNING GROUP INC. HAMPTON INN & SUITES INITIAL STUDY PROPOSAL • Project applications and plans; • Project traffic report (Hexagon 2015); • Project noise report (Nigel Brietz 2015); • Project archaeology report (Archaeological Consulting 2015) • MVW Properties Truck Stop Center Initial Study (September 1994); • City of Gilroy General Plan, adopted June 13, 2002; • City of Gilroy General Plan EIR, certified June 13, 2002; • New Gilroy General Plan Background Report; • Santa Clara Valley Habitat Plan; and • Other applicable documents that may be available from the City. 3.0 SCOPE OF WORK The initial study will evaluate both the environmental impacts associated with development of the proposed project. The proposed tasks are presented below. Task 1 Management /Consultation • Prepare project files, coordinate staff, general management and administration. • Provide CEQA consultation for client. Task 2 Research & Development • Review all related project- related application materials and technical reports. • Consult with applicant's noise consultant, as necessary. • Meet and /or consult with City staff and conduct a site visit to document existing conditions and surrounding land uses. EMC PLANNING GROUP INC. 2 HAMPTON INN & SUITES INITIAL STUDY PROPOSAL Task 3 Technical Analysis 3.1 Biological Resources Evaluation ■ 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. The biologist will also conduct a detailed review of the Habitat Plan. The biological resources section of the initial study will be prepared in accordance with the Habitat Plan policies. An EMC Planning Group biologist will perform a reconnaissance -level field survey of the project site in order to (1) identify the principal plant communities present; (2) evaluate the potential for special- status species and habitats, wildlife movement corridors, jurisdictional wetlands /waterways, protected trees, and other significant biological resources to occur; and (3) identify and map any observed locations of special- status species and /or habitats. In accordance with the City's requirements for an arborist report, address the loss of the trees on site. Upon completion of the survey effort, the Biological Resources section of the initial study will be prepared including applicable tables, figures, and appendices. The biological resources assessment is intended as an evaluation of existing natural resources found on the site for the purposes of analyzing impacts associated with the proposed project and proposing appropriate mitigation strategies. The survey is not intended to and does not meet specific protocol -level focused survey requirements established by regulatory agencies for any particular special- status species, and does not include wetlands /waterways delineation. 3.2 Air Quality and Greenhouse Gas Emissions Air Quality. The size of the hotel is less than the screening level size for operational criteria pollutants (489 rooms) and construction- related pollutants (554 rooms). Therefore, the air quality level of analysis in the initial study will meet the requirements for project that are less than the screening level. Greenhouse Gas Emissions (GHG). The size of the hotel is greater than the screening level size for operational GHG emissions (83 rooms); therefore, the California Emissions Estimator EMC PLANNING GROUP INC. 3 HAMPTON INN & SUITES INITIAL STUDY PROPOSAL Model (CalEEMod) will be utilized to evaluate the proposed project's effects on global warming from GHG emissions. Task 4 Draft Initial Study/Negative Declaration /Noticingl Mitigation Monitoring Program ■ Prepare the administrative draft initial study, negative declaration, and mitigation monitoring program, and provide one (1) paper and one (1) electronic version in Word format to the City for review and comment ■ Prepare a draft notice of intent and notice of completion ■ Provide documents in electronic format Task 5 Public Review Initial Study /Negative Declarationl Noticing /Mitigation Monitoring Program ■ Prepare the public review initial study, negative declaration, and mitigation monitoring programs and provide twenty-five (25) paper copies and twenty-one (21) CDs to the City for public distribution; and an additional fifteen (15) CDs with paper summary for submission to the State Clearinghouse (if determined to be necessary) ■ Prepare a final notice of intent for the City to file with the county clerk and notice of completion for the City to file with the State Clearinghouse, if applicable ■ Provide documents in electronic format The City will distribute all documents and notices. Task 6 Response to Comments/Final Negative Declaration • Prepare a draft response to comments and final negative declaration, if necessary, for review and approval by the City. One electronic proof copy will be provided. Upon receipt of the City's comments, our firm will prepare the final response to comments for incorporation into the staff report and use by the decision- makers. Twenty-five (25) paper copies will be forwarded to the City. ■ Provide documents in electronic format EMC PLANNING GROUP INC. 4 EXHIBIT "C" MILESTONE SCHEDULE 4835 - 2267- 0361v1 LAC104706083 HAMPTON INN & SUITES INITIAL STUDY PROPOSAL Optional Task 1 ■ Meetings /Public Hearings. EMC Planning Group will attend meetings and public hearings at the request of City staff. Costs are included as options on the attached cost spreadsheet. 4.0 BUDGET AND SCHEDULE A budget is presented on the following page. The proposed schedule is presented below, which may be shortened depending upon when we receive authorization to proceed: Prepare draft initial study /MND 5 weeks City staff review 1 week Prepare public review documents 1 week Public Review 4 weeks Response to Comments 1 week Total Weeks 12 weeks EMC PLANNING GROUP INC. 5 EXHIBIT "D" PAYMENT SCHEDULE 4835- 2267- 0361v1 LAC104706083 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 cD O V o ui O N V co o ui c V N co r o O CD 0 m �„ N O U m E» e» e» v3 O U � O m 0 H F- X11 0 0 co N 0 0 (D m 0 0 N cm Lo 0 7 0 V1 N f2 O O S m 2 0 F- R 0 F- o O cl 0 0 N o 0 0 0 o 0 c N o c, 0 u] o u) U cn fA Lo V a` c E a Q 0 ° Lo o 0 0 0 0 0 0 0 o 0 0 co 0 o 0 0 I� O ui r> N � U L � S. F3 O o 0 0 0 0 0 0 0 0 0 V 0 N 0 0 o � O M m C m O o C f0 Ea N N N Q O N O O O O O O O cD o O O 0 0 O 0 O o cD 0 O O C 07 � N V C o N 0 0 0 0 0 0 0 0 N o O co o 0 0 N O = a � D o G9 � m C V O O O O O O o 0 0 0 0 ca C fQ L 6 O O^ 13 ^ IL N 'V � W 3 U _N W n R a� Vl o z W C C r_ 3 ° g @ Q E m N @ j C j C �� N o 06 � E LU C cS ° u =E0E UU 2 > ° LL, d o6 - "' a N d o o w/ E c m W c 2 U .� Y ° ami_°C7m2Na�m ° 0 0 y m c m¢O0�of as = LR L m -_ (n m — N NOOO m C,7 V' Ln cD > > cn VI LIABILITY INSURANCE DATE (MM/DD /YYYY 6/10/2015 ION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DNSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED 3LDER. RED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to luire an endorsement. A statement on this certificate does not confer rights to the INSRR NONTnCT Monique Thanos, CIC PHONE (831) 524 -1234 FAX . (631) 624 -6605 I. E-MAIL A.D"Ess,moniquet@carmalinsurance.com INSURERS AFFORDING COVERAGE NAIC # LIMITS INSURERA:Colony Insurance Company GENERAL LIABILITY INSURERB:NatlonWide Mutual INSURER C : EACH OCCURRENCE $ 1,000,000 INSURER D : X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_x1 OCCUR INSURER E: EPK302184 INSURER F: /1/2016 - Prof- 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. INSRR TYPE OF INSURANCE POLICY NUMBER MMIDDY EFF MMIODY� LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_x1 OCCUR EPK302184 /1/2015 /1/2016 A AGE T' PR EM MS ES r°n $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 X Aggregate Limits Include Errors & Omissions GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 3,000,000 PRO—LOC X POLICY F1 DEDUCTIBLE PER OCCURR $ 10,000 AUTOMOBILE LIABILITY LI COMBINED SINGLE MIT (Ea accident) $ 11000,000 X BODILY INJURY (Per person) $ B ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS CP3047177663 /1/2015 /1/2016 1 BODILY INJURY (Per accident) $ N -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE r n $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR DIED I RETENTION $ S WORKERS COMPENSATION WC STATU- 770TH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? F-1 NIA E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, describe under DES CRIPTIIPTI ON OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Errors & Omissions EPK302184 /1/2015 /1/2016 EACH CLAIM LIMIT 1,000,000 Retroactive Date 8/22/02 DEDUCTIBLE EACH CLAIM 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Hampton Inn MND, Subject to a Signed, Written Agreement: The City of Gilroy, its officers and employees are named as Additional Insured under the General Liability per attached endorsement EV242 -0312 and under the Auto Liability per attached endorsement CA2048 02/99. 10 Days Notice of Cancellation for Non - Payment of Premium. I_r_m 11r11..A 1 c nVLUCR GANGtLLA I IUN The City of Gilroy Planning Divison Melissa Durkin 7351 Rosanna Street Gilroy, CA 95020 AGUKU Zb (ZU1 U /US) INS025 nnlnns 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� +��f'�" ©1988 -2010 ACORD CORPORATION. All rights reserved. Tha Ar (wn nama and Innn ara ranicfararl marls of Ar'f1R11 110- D CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIY� 6/10/2015 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Carmel Insurance Agency San Carlos 2 NW of 8th P.O. BOX 6117 Carmel CA 93921 -6117 CONTACT MOn].g11@ ThanOS, CIC NA E PHONE . (831) 624 -1234 FAX No): (831) 624 -4605 [AIC MAIL ADDRESS, INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Colony Insurance Company LIMITS INSURED EMC Planning Group, Inc. 301 Lighthouse Avenue Suite C ,Monterey CA 93940 INSURER B Nationwide Mutual INSURER C: INSURER D: INSURER E: $ 1,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER:GL - Prof- 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. INTR TYPE OF INSURANCE A POLICY NUMBER MM DDYlYYYY MM/LDD //YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY E RENTED n PREMISS -MAGE $ 50,000 A CLAIMS -MADE a OCCUR PK302184 /1/2015 /1/2016 MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 X Aggregate Limits Include Errors 6 Omissions GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $ 3,000,000 X1 POLICY PRO LOC DEDUCTIBLE PER OCCURR $ 10,000 AUTOMOBILE LIABILITY O a INED SINGLE LIMIT (Ea 1,000,000 X BODILY INJURY (Per person) $ B ANY AUTO P3047177663 /1/2015 /1/2016 accident Per Y INJURY ( ) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE $ EXCESS LIAR CLAIMS -MADE DIED 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 E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Errors 6 Omissions EPK302184 /1/2015 /1/2016 EACH CLAIM LIMIT 1,000,000 Retroactive Date 8/22/02 DEDUCTIBLE EACH CLAIM 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) RE: Hampton Inn NN D, Subject to a Signed, Written Agreement: The City of Gilroy, its officers and employees are named as Additional Insured under the General Liability per attached endorsement EV242 -0312 and under the Auto Liability per attached endorsement CA2048 02/99. 10 Days Notice of Cancellation for Non - Payment of Premium. The City of Gilroy Planning Divison Melissa Durkin 7351 Rosanna Street Gilroy, CA 95020 AGIJKU L5 (ZUl U /U5) INS025(9n1 nns) 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' ©1988 -2010 ACORD CORPORATION. All rights reserved. Tha Orr1R11 names and Innn ara ranictarorf martrc of Or 'furl EMC Planning Group, Inc. Policy #: ACP3047177663 Policy Term: 5/01115 to 5/01/16 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 TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): The City Gilroy, its officers and employees. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person 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 Form. Copyright, Insurance Services Office, Inc., 1998 CA 20 48 (02 -99) EMC PLANNING GROUP, INC. Policy #EPK302184 5/1/15 - 5/1/16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION - ONGOING OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Locations Of Covered Operations: Where Required By Written Contract Where Required By Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III — Who Is An Insured within the Common Policy Provisions is amended toinclude as an additional insured the person(s) or organizations) shown in the Schedule, but 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; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury' or "property damage" occurring after. 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addi- tional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EV242 -0312 Includes copyrighted material of ISO Properties, Inc., Page 1 of 1 with its permission. EMC PLANNING GROUP, INC. Policy #EPK302184 5/1/15 - 5/1/16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION - ONGOING OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Locations Of Covered Operations: Where Required By Written Contract Where Required By Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 111 — Who Is An Insured within the Common Policy Provisions is amended to include as an additional insured the person(s) or organizations) shown in the Schedule, but 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; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after. 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addi- tional insured(s) at the location of the covered operations has been completed: or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EV242 -0312 Includes copyrighted material of ISO Properties, Inc., Page 1 of 1 with its permission.