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EMC Planning Group - 75-Unit Affordable Senior Housing
AGREEMENT FOR SERVICES (For contracts over $5,000 - CONTRACTOR) This AGREEMENT made this 11*1day of August, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: EMC Planning Group, Inc., having a principal place of business at 301 Lighthouse Avenue, Suite C, Monterey, CA 93940. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective onM11 -71anand will continue in effect through 12/31/2015 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 s all 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 CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR'S services. 4835 - 2267 -03610 LAM04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed $33,181.50. B. Invoices CONTRACTOR 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 CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A", Section M incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be 4835- 2267.0361v1 _2_ LAC104706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'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 CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'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, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'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, CONTRACTOR 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 -0361 v1 _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, CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. 4835- 2267 -0361 v1 _4_ LAM04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'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 CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR'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 CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY 4835- 2267 -0361 v1 LAM04706083 may have, CONTRACTOR 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 CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR'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 CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR 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 CONTRACTOR's duties by any new CONTRACTOR hire_ d 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 CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. 4835 - 2267 -0361A LAC104706083 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 CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR 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 CONTRACTOR 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 LAM04706083 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 CONTRACTOR 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. CONTRACTOR: EMC Planning Group, Inc. f � n By: Name: Teri Wissler Adam Title: Vice President Social Security or Taxpayer Identification Number 770126607 4835 - 2267 -0361v1 LAC104706083 CITY: GILROY By: Name: omas J. Title: City AdministratorTerr Approved as to Form Or��City Attorney 4835- 2267- 0361v1 LAC104706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR 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, CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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, Val erie Negrete, Planner I shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR 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 CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement. 4835 - 2267 -0361 v1 LAC104706083 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, 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 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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR 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 CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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, whetherr or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third parry or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -03610 _3 LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Valerie Negrete, Planner I City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Teri Wissler Adam EMC Planning Group, Inc. 301 Lighthouse Ave,. Suite C Monterey, CA 93940 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR 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 CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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 LAC104706083 Attached. 4835- 2267 -0361v1 LAC104706083 EXHIBIT `B" SCOPE OF SERVICES -1- 1.0 PROJECT UNDERSTANDING The proposed project is a 1.86 -acre, 75 -unit affordable senior housing project located on Monterey Road in the Gateway District of the Downtown Gilroy Specific Plan. Surrounding uses include a commercial office to the north, the Gilroy Dispatch newspaper offices to the south, the railroad tracks and general industrial facilities to the east, and Monterey Road and residential neighborhoods to the west. 2.0 APPROACH The proposed project is part of the Downtown Gilroy Specific Plan and therefore, is subject to the mitigated negative declaration and mitigation monitoring program adopted for the specific plan in 2005. The proposed approach is to conduct the analysis required by the specific plan mitigation measures and document the findings in an initial study. 3.0 SCOPE OF WORK The proposed tasks are presented below. Task 1 Project Initiation /Management /Consultation Prepare project files, coordinate staff, general administration. ■ Provide CEQA consultation for client. Initiation subconsultants (Hexagon Transportation Consultants and Illingworth & Rodkin). Task 2 Research & Development Review the general plan, general plan EIR, specific plan, and specific plan MND and MMP and other applicable City documents. ■ Review all project - related materials. EMC PLANNING GROUP INC. 1 MONTEREY GATEWAY AFFORDABLE SENIOR HOUSING CEQA COMPLIANCE PROPOSAL Task 3 Technical Analysis 3.1 Traffic Operations Analysis ■ Conduct a traffic operations analysis as required by Specific Plan MND. Hexagon Transportation Consultant's scope of work is included as Attachment A. 3.2 Noise Assessment Study ■ Conduct a noise assessment study to determine the impact of the existing and future noise environmental on the proposed project, as required by Specific Plan MND Mitigation Measure N -1. Illingworth & Rodkin's scope of work is included as Attachment B. 3.3 Northwest Information Center Consultation ■ Consult with the Northwest Information Center's Project Review Program, who will provide a summary letter that contains information about the presence /absence of archaeological sites, historic buildings, and previous study, as required by Specific Plan MND Mitigation Measure C -3. The letter would also provide a recommendation for whether additional study is necessary. If additional study is recommended, the additional study will require an amendment to this scope of work. () 3.4 Habitat Conservation Plan ■ Determine whether the project is required to obtain an HCP permit. Task 4 Draft Initial Study ■ Prepare the draft initial study for review and comment by City staff. This scope of work assumes that the project would not require additional review (e.g. a supplemental MND) and that findings can be made for the specific plan MND to be the appropriate CEQA document for the project. If the analysis concludes additional analysis is required, an amendment to this scope of work will be required. Task S Final Initial Study ■ Upon receipt of comments by City staff, prepare the final initial study for use in the project consideration process. EMC PLANNING GROUP INC. 2 Attached 4835- 2267 -0361v1 LAM04706083 EXHIBIT "C" MILESTONE SCHEDULE -I- MONTEREY GATEWAY AFFORDABLE SENIOR HOUSING CEQA COMPLIANCE PROPOSAL Optional Task 1 Meetings /Public Hearings. EMC Planning Group and Hexagon Transportation Consultants 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: Prepare technical reports and obtain NWIC report 4 weeks Prepare draft initial study City staff review 2 weeks 2 weeks Prepare final initial study 2 weeks Total Weeks 10 weeks EMC PLANNING GROUP INC. 3 EXHIBIT "D" PAYMENT SCHEDULE Attached. 4835- 2267 -0361v1 LAC104706083 Monterey Gateway C.EQA Com liance Budget Production: Costs Task EMC Planning Group Inc. Staff Sr. Principal Senior'Planner Senior Biologist Gra hits Admin /Production Total Hours Total Cost Billing Rate (Per Hour) $205.00 $150.00 $150:00 $105.00 $95.00 1. Initiation, Management, Consultation 6.0 0.0 0.0 0.0 0.0 6.0 $1,230.00 2. Research & Development 1.0 8.0 0.0 0.0 0.0 9.0 $1,405.00 3. Technical Analysis 1.0 8.0 1.0 0.0 0.0 10.0 $1,555.00 4. Draft Initial Study 2.0 16.0 0.0 4.0 2.0 24.0 $3,420.00 5. Final Initial Study 1.0 2.0 0.0 0.0 2.0 5.0 $695.00 Subtotal Hours 11.0 34.0 1.0 4.0 4.0 Total Hours Total Cost Subtotal (Cost) $2,255.00 $5,100.00 $150.00 $420.00 $380.00 54.0 $8,305.00 Additional Costs Production: Costs $250.00 Travel Costs $40A0 Postal/Deliverables $50:00 Northwest I Information Center (Estimate) $475.00 Administrative Overhead 10% $81.50 Total $896.50 Subconsultant Fees Illin orth &.Bodkin $9;800.00 Hexagon Transportation Consultants $12;000.00 Subconsultant Overhead 10% $2J80.00 Total $23;980.00 Total Costsi $33,181.50 OPTIONAL TASKS 1 Public Hearin EMC Planning Group) $1,100.00 2 Public Hearin Hexagon Transportation Consultants $600.00 ACCORv® CERTIFICATE OF LIABILITY INSURANCE - -- DATE (MMIDD/YYYY) 8/11/2015 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 poilcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER @1 Insurance Agency San Carlos 2 NW of 8th P.O. BOX 6117 Carmel CA 93921 -6117 CONTACT Monique Thanos, CIC _FAX —123C8rm PM (S)2 (831)624 -4605 liMsmoniquet@carmel:Lnsurance.com INSURERS) AFFORDING COVERAGE NAIC # INSURER 4COlOnY Insurance Company LIMITS INSURED EMC Planning Group, Inc. 301 Lighthouse Avenue Suite C Monterey CA 93940 INSURER s Nationwide Mutual INSURER C : - INSURER D: INSURERE -: $ 1,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_x1 OCCUR 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 THEPouc 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'REDl10ED 8Y PAID CLAIMS. ILTR- LTR - TYPE OF INSURANCE. POLICY NUMBER . M ODIYYYYFY PMAMIIDO YY LIMITS GENERAL LIABILITY - EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_x1 OCCUR CPK302184 /1/2015 - /1/2016 .PREMISES a occurrence $ 50,000 MED EXP (Anyone 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/OP AGG $ 3,000,000 DEDUCTIBLE PER OCCURR $ 10,000 X POLICY PRO LOC AUTOMOBILE LIABILITY Ea adEent IN LE IMI 11000,000 S BODILY INJURY (Per person) $ B ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS P3047177663 /1/2015 /1/2016 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Perecaden $ HIRED AUTOS NON -OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DIED I I RETENTION $ $ WORKERS COMPENSATION WC STATU- 0TH- LWITS_ AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE.❑ OFFICERIMEMBER'EXCLUDED? NIA E.L. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below El, DISEASE - POLICY LIMIT $ A Errors Sr Omissions CPK302184 /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 Sehedule, It more space Is required) RE: Monterey Gateway CEQA Review Project, 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 (2010105) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Little, CIC /MRT�Jy+ °- - INS025 r?mnnai m Tha Ar:nRn name anti Ian ana mnuoarari ma►Ire of Ar:nRr1 reserved. A R EP CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 7/e/21Q 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 ffeu of such endorsement(s). PRODUCER - Carmel Insurance Agency San Carlos 2 NN of 8th P.O. Box 6117 Carmel CA 93921 -6117 CONTACT Monique Thanos, CIC NAME PHONE (831) 624 -1234 FAX No: (831) 624 -4605 IAIC. No p DRD :moniquet @ca.xmelinsurance.com INSURER(S) AFFORDING COVERAGE NAIC 0 INSURER Republic Indearilty 9999 INSURED MdC Planning Group, Inc. 301 Lighthouse Avenue Suite C Monterey CA 93940 INSURERS: INSURER C • INSURER D : $ INSURER E DAMAGE TO RENTED PREMISES Ea coccurrence INSURER F: COVERAGES CERTIFICATE NUMBER-15/16 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 cO CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE A L POLICY NUMBER POLICY EFF MM POLICY EXP (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea coccurrence $ MED EXP (Any one person) $ PERSONAL BADV INJURY $ GENL AGGREGATE LIMIT APPLIES PER: JECT LOC POLICY ❑ PRO- F—] _ .OTHER: GENERAL AGGREGATE $ C - PRODUCTS - COMP/OPAGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS, HIRED AUTOS NON -OWNED AUTOS -COMBINED SINGLE LIMIT Ea accIdent $ BODILY INJURY (Per person) $ BODILYINJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB EXCESS UAAB OCCUR CLAIMS -MADE EACH OCCURRENCE. $ AGGREGATE $ DED I I RETENTION$ $ A WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN ANY (Mandatory In NH PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? y If yes, describe under DESCRIPTION OF OPERATIONS below NIA 18205505 7/10/2015 7/10/2016 g R - STATUTE ER _ - $ 1,000"000 E.L. DISEASE.- EA EMPLOYE $ 1,000,000 E!L. DISEASE - POLICY LIMIT $ 11000,000 DESCRIPTION OF OPERATIONS ) LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more apace Is required) 10 Days Notice of Cancellation Applies for non payment of premium The City of Gilroy Planning Divison Melissa Durkin 7351 Rosanna Street Gilroy, CA 95020 ACORD 25 (2014101) INS025 tgnuon 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 /AAL�J" - ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EMC PLANNING GROUP, INC. Policy #EPK302.184 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 O tons: Where Required By Written Contract Where Required By Written Contract Information required to complete this Schedule, if not shown above, wig be shown in the Dedarations. 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 react to liability for 'bodily injury", "property damage' or 'personal and advertising khjwy caused, in whole or in part, by: 1. Your ads or omissions; or 2. The acts or omissions of those acting on your behalf; in the perforrnanoe 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 exdu- . 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 cared 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 # ACP3047177663 Policy Term: 5101115 to 5101116 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 of 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)