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HomeMy WebLinkAboutBlair, Church & Flynn - 2016 AgreementAGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 18`h day of April, 20A_� between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Blair, Church & Flynn Consulting Engineers, having a principal place of business at 451 Clovis Ave, Suite 200, Clovis, CA 93612. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 18, 2016 and will continue in effect through August 31, 2017 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this. Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services ") within the time periods described in and 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. 4845- 6718- 3385v1 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 ". In no event however shall the total compensation paid to CONSULTANT exceed $27,300. 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 M incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been "resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against. CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4845 - 6718- 3385v1 _ LAC104706083 _2 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 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, including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) 4845 - 6718- 3385v1 LAC104706083 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-, 9 CITY will not withhold state or federal income tax from payment to CONSULTANT; 9 CITY will not make disability insurance contributions on behalf of CONSULTANT; 9 CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4845- 6718- 3385v1 -¢ LAC104706083 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.I., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall 4845 - 6718- 3385v1 _5_ LAQ04706083 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 fiarther 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 use due professional care to 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 attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable 4845- 6718- 3385v1 LACX04706083 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. 4845=6718- 3385v1 _7_ LACT4706063 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 parry to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.I. 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: Blair, Church & Flynn Consulting Engineers By: _ Name: Title: Karl E. Kienow Vice President Social Security or Taxpayer Identification Number 94- 1424814 4845 - 6718- 3385v1 -g- LAC104706083 CITY: CITY OF By :\ Nam( Title: inistra or Approved as to Form City Attorney 4845 - 6718- 3385v1 _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 Timothy J. Flynn, P.E., 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 satisfactorily complete the Services required herein. 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, David Stubchaer, P.E. 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.1. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, 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 satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, 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. 4845. 6718- 3385v1 _1 LAM04706083 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. CONSULTANT'S SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All civil (including structural and geotechnical) engineering plans, calculations, specifications and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and shall include his or her name and license number. Interim documents shall include a notation as to the intended purpose of the document, such as "preliminary" or "for review only." All civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal of the licensee and the date of signing and sealing or stamping. All final civil engineering calculations and reports shall bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. B. 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. C. 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. 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 4845- 6718- 3385v1 -2- LAQ04706083 applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. D. 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. E. 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. F. 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. G. 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.E 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. 4845 - 6718- 3385v1 _3_ LACT4706083 H. 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. NOTICES. Notices are to be sent as follows: CITY: Rick Smelser, City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Karl E. Kienow, Vice President Blair, Church & Flynn Cons_ul_ting Engineers 451 Clovis Ave, Suite 200 Clovis, CA 93612 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.J. 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.J. do not apply. DBE _Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or 4845- 6718- 3385v1 _4_ LAC104706083 consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4845 - 6718- 3385v1 _5_ LAC104706083 EXHIBIT "B" SCOPE OF SERVICES 4845 -6718- 3385v1 LAC104706083 Blair, t &lrcnn y '.7N 11.Ii11 N!i ENGINEERS David Stubchaer City of Gilroy Public Works Department 7351 Rosanna Street Gilroy, CA 95020 EXHIBIT B Subject: Professional Services Proposal First Street Sewer Rehabilitation Dear David, Karl E. Kienow, PE, Principal .'.UienowCQ- tic(- engyr.com 451 Clrnis Ave, Suite 200 • Clmi. CA 93612 • Tel (559) 326 -1400 April 5, 2016 File No. 216 -0000 Blair, Church & Flynn is pleased to present this engineering services proposal for your First Street Sewer Rehabilitation project. Project Understanding The City of Gilroy desires to rehabilitate approximately 3,000 feet of the existing sewer main in First Street, generally extending from approximately 170 feet west of Wayland Lane easterly and downstream to Monterey Road. First Street is also State Route 152, so the existing right -of -way is Caltrans right -of -way. Upstream of Hanna Street, the existing sewer is vitrffled Gay pipe (VCP) with appears to be in reasonably good condition. Downstream of Hanna Street, the existing sewer appears to be non- reinforced concrete pipe in poor condition. The size of the sewer either ranges from 6 inches to 8 inches in diameter, or is all 8 inches in diameter, depending on the information source. In some areas, the existing sewer apparently lies in close proximity to existing natural gas mains ranging in size from 2 inches to 8 inches in diameter. Given the presence of the existing natural gas mains, it is desirable to accomplish sewer rehabilitation by methods that involve as little open excavation as possible, and impart as little disturbance as possible to the soils and facilities that are in close proximity to the existing sewer. It is anticipated that the sewer rehabilitation method will be cured -in -place pipe (CIPP) lining. Some or all of the manholes along the existing sewer are expected to also require rehabilitation, or perhaps replacement. This is particularly so for the older brick manholes along the non - reinforced concrete pipe portion of the existing sewer. It is anticipated that the manhole rehabilitation method will be an epoxy coating or a rigid polyurethane coating. Manhole replacement where necessary will conform to applicable Gilroy standard drawings. The City of Gilroy plans to.soon begin construction on a water main improvement project in First Street, from Santa Teresa Boulevard to Monterey Road, which includes the area of the existing sewer. Following water main construction and sewer rehabilitation, the City hopes to have Caltrans implement a pavement rehabilitation project or some other type of pavement improvement project in First Street. 21 B099_PropOt .doc www. hcf -en9 r.com Professional Services. Proposal EXHIBIT B First Street Sewer Rehabilitation Page 2 of 5 Scope of Services The specific services we propose to provide are summarized as follows: I. Pre - Design Data Collection and Incorporation. A. Receive and incorporate topographic survey data and base mapping B. Receive and incorporate existing utility information C. Receive and incorporate existing right -of -way information D. Receive and review sewer inspection video imagery II. Construction Documents A. Prepare draft final construction plans 1. Cover and index sheet 2. Plan sheets 3. Construction detail sheets B. Prepare draft final construction specifications 1. Prepare technical specifications 2. Receive and incorporate "boilerplate" specification content provided by City C. Prepare draft final construction cost estimate D. Submit draft final plans, specifications and estimate (PSE) for review E. Revise PSE to address City review comments F. Prepare and submit final PSE for approval 1. Provide one complete set of signed original PSE documents Biddina and Construction Phase A. Attend pre -bid conference B. Prepare addenda and clarifications C. Attend pre - construction conference D. Review shop drawings and other contractor submittals E. Respond to requests for information F. Prepare record drawings Services Outside of Scope Services not included under our scope of work, but that may be provided upon request, include the following: 1. Environmental studies and investigations Blair, W.Flnn Y 216099 Prop0l.doc Professional Services Proposal EXHIBIT B First Street Sewer Rehabilitation Page 3 of 5 2. Preparation of Stormwater Pollution Prevention Plan (SWPPP) 3. Field surveys of any kind 4. Analysis or studies outside those described in the scope of services 5. Application for and acquisition of permits, such as Caltrans encroachment permits 6. Attendance at meetings beyond those described in th e scope of services 7. Daily construction inspection and testing Assumptions This proposal is based on the following assumptions. 1. The City possesses and will provide topographic survey data and base mapping, existing utility information, and existing right -of -way information and accepts responsibility for the suitability of that information for the intended use. 2. The City possesses and will provide sewer inspection video imagery, and accepts responsibility for the suitability of the inspection imagery for the intended use. 3. Construction plan sheets will be plan view only, with no profile view required. Plan view information will include elevation data for the existing sewer manholes to allow the contractor to ascertain depths of cover. 4. The construction plans will not include plans or diagrams for temporary handling of wastewater flows. The specifications will require that the contractor prepare, and obtain approval of, necessary plans or diagrams for temporary handling of wastewater flows. 5. The construction plans will not include traffic control plans. The specifications will require that the contractor prepare, and obtain approval of, necessary traffic control plans. 6. The City will obtain necessary Caltrans encroachment permits, or will update Caltrans encroachment permits obtained for the water main project to include the sewer rehabilitation work. Blair, Church & Flynn will provide support and assistance by providing relevant project design information to the City. 7. The City will provide overall construction management, materials testing and daily construction inspection. Blair, Church & Flynn will provide support and assistance by providing the services described in the scope. Compensation Blair, Church & Flynn proposes to provide the engineering services described in the above Scope of Services for compensation on a lump sum basis, in the amount of $27,300. Additional services not specified in the Scope of Services are available upon request and can be provided on a time and materials basis, according to the Fee Schedule shown in Exhibit A. Blair, I ynn 216099 Prop0l.doc Professional Services Proposal EXHIBIT B First Street Sewer Rehabilitation Page 4 of 5 Schedule Blair, Church & Flynn is prepared to start design efforts for this project immediately upon acceptance of this proposal and receipt of your authorization to proceed. We anticipate being able to submit draft final PSE within two weeks or less of your authorization to proceed. After your review of the draft final PSE, we would incorporate your comments and submit final PSE within one week or less. Thank you for the opportunity to submit this proposal for your considerations. Please don't hesitate to contact me of (559) 326-1400 if you have any questions. We greatly appreciate the opportunity to join your project team and look forward to working with you. Best regards, BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS Karl E. Kienow, PE Principal flair, kjrch j'FYynn 216099 Prop0l.doc Professional Services Proposal EXHIBIT B First Street Sewer Rehabilitation Page 5 of 5 Exhibit A: Professional Services Fee Schedule General Consulting 2016 CLASSIFICATION RATE Principal.......................................................... ............................... ........................ $165.00 /Hour ProgramManager ........................................... ............................... ........................$160.00 /Hour Professional Engineer 3 ....................................... ............................... ...................$155.00 /Hour Professional Engineer 2 .................................. ............................... ........................$145.00 /Hour Professional Engineer 1 ....................................... ............................... ...................$135.00 /Hour Assistant Engineer 3 ................................ :......... ..................................................... $110.00 /Hour Assistant Engineer 2 ....................................... ............................... ........................$105.00 /Hour AssistantEngineer 1 ............................................. ............................... ....................$97.00 /Hour Professional Land Surveyor 2 ............................... ............................... ...................$140.00 /Hour Professional Land Surveyor 1 .............................. ............................... ...................$125.00 /Hour Assistant Land Surveyor ................................. ............................... ...............:........$105.00 /Hour Land Services Technician ................................. ............................... ........................$95.00 /Hour Professional Landscape Architect .................... ............................... .......................$115.00 /Hour Landscape Designer ......................................................... ............................... ........$90.00 /Hour Design Technician ................................................ ............................... ...................$100.00 /Hour CADTechnician 3 ............................................. ............................... ..:.....................$95.00 /Hour CADTechnician 2 ............................................ ............................... .........................$84.00 /Hour CAD Technician 1 .......................................................... ............................... ....$68.00 /Hour Environmental, Health & Safety Officer ................ ............................... ....................$90.00 /Hour Construction Manager .......................................... ............................... ..........::.......$120.00 /Hour Construction Inspector ..................................... ............................... .........................100.00 /Hour Construction Administrator ............................... ............................... .........................$85.00 /Hour StaffAnalyst ......................................................... ............................... .....................$90.00 /Hour Administrative Assistant ........................................ ............................... ....................$65.00 /Hour Engineering Aide ................................................... ............................... ....................$55.00 /Hour 1 -Man Survey Party ........................................ ............................... ........................$105.00 /Hour 2 -Man Survey Party ......................................... ............................... .......................$175.00 /Hour 3-Man Survey Party ........................................ ............................... ........................$220.00 /Hour UDAR Scanner ............................................... ............................... ........................$200.00 /Hour Equipment Rental and Associated Expense .............................. ............................... Cost x 1.10 Materials, Printing, Subconsultant Procurement ........................ ............................... Cost x 1.10 Mileage......................................................................... ............................... @ Current IRS Rate Note: Blair, Church & Flynn Consulting Engineers General Engineering Fee Schedule rates are subject to adjustment annually. Survey party and construction inspector rates are also subject to adjustment upon change in "Prevailing Rate as determined by the Director of Industrial Relations, State of Califomia. lair, Blrch lynn 216099 PropOl.doc EXHIBIT "C" MILESTONE SCHEDULE 4845 - 8718- 3385v1 LAC104706083 EXHIBIT "C MILESTONE SCHEDULE ENGINEERING SERVICES FOR FIRST STREET SEWER REHABILITATION Milestone Description- Date Notice to Proceed Aril 18, 2016 Submittal of Draft Final PS &E May 2, 2016 . Completion of City Review May 9, 2016 Submittal of Final PS &E May 16, 2016. EC—ity —Approval of Final PS &E May 19 2016 216248 Exhibit C.xls 41712016 Blair, Church & Flynn Consulting Engineers Page 1 of 1 EXHIBIT "D" PAYMENT SCHEDULE 4845 - 6718- 3385v1 LAM04706083 EXHIBIT "D" PAYMENT SCHEDULE ENGINEERING SERVICES FOR FIRST STREET SEWER REHABILITATION Milestone Description Date Pre-Design Data Collection and Incorporation $ 2,100 Construction. Documents $ _ 15,200 Bidding and Construction Phase $ 10,000 TOTAL: 27,300 216248—Exhibit D.xls 41712016 Blair, Church & Flynn Consulting Engineers Page 1 of 1 Client#: 1329 BLAIRCHUR ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/07/2016 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 Dealey, Renton &Associates CONTACT NAME: Jo Lusk FAX P " °NE 510 465 -3090 ac No, Lt): AJC No): 510 452 -2193 P. O. Box 12675 ADDRESS: jlusk @dealeyrenton.com Oakland, CA 94604 -2675 510 465 -3090 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Co, LTD 11000 INSURED INSURER B: Travelers Property Casualty Co 25674 Blair, Church & Flynn INSURER C:Travelers Casualty &Surety Co. 31.194 Consulting Engineers, Inc. INSURER D Hartford Fire Ins. Co. 19 682 451 Clovis Avenue, Suite 200 Clovis, CA 93612 INSURER E: p E 7 PREMISES EaEo"ccurrehce INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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. LTRR TYPE :OF INSURANCE IINDSR y VD POLICY NUMBER. MMIDDDY EFF POLICY LIMITS A X COMMERCIAL GENERAL LIABILITY' X X 57SBWBD1178 10/02/2015 10/02/201 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR p E 7 PREMISES EaEo"ccurrehce $1 1 000 1 000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY [7X : ECT LOC PRODUCTS - COMP /OPAGG $2,000,000 $ OTHER: D AUTOMOBILE LIABILITY X X 57UEGVX4735 10/02/2015 10/02/201 (CEO, cclid.",SINGLE LIMIT 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED AUTOS X NON -OWNED AUTOS A X UMBRELLA LIAR X OCCUR X X 57SBWBD1178 10/0212015 10/02/2016 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAR CLAIMS -MADE DIED I X RETENTION $10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y! N OFFICER/MEMBER EXCLUDED? FW (Mandatory in NH) N / A X UB3785T825 10102/2015 10/02/2016 OH­ X PER FIR E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 If es DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional 105987355 10102/2015 10/02/2016 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space Is required) General Liability policy excludes claims arising out of the performance of professional services. Re: Sewer Design Services The City of Gilroy, its officers, elected or appointed officials, employees, agents and volunteers are named as additional insureds with respects to general and auto Liability, per policy form wording. Insurance is primary and non - contributory. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 ILWardPla 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 ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1660126/M1469663 JXL All riahts reserved Insured: Insurer: Policy Number: Policy Effective Date Additional Insured: Blair, Church & Flynn Sentinel Insurance Co. LTD 57SBWBD1178 10/02/2015 Service Agreement: Sewer design services performed by BCF Name of additional insured person(s) or organization(s), cont'd: The City of Gilroy, its officers, elected or appointed officials, employees, agents and volunteers EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional, Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period, of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage" or."personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard, but only if (i) The writteh contractor written agreement requires you to provide such coverage to such additional insured; and. (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. E.7.b.(7).(b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. EXCERPTS FROM CA 00001 (1001) HARTFORD BUSINESS AUTO COVERAGE Insured: Blair, Church & Flynn Policy Number:57UEGVX4735 Policy Effective Dates: 10/02/2015 Additional Insured: Service Agreement: Sewer design services performed by BCF Name of additional insured person(s) or organization(s), cont'd: The City of Gilroy, its officers, elected or appointed officials, employees, agents and volunteers Additional Insured: SECTION II — LIABILITY COVERAGE 1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured"... but only to the extent of that liability. Primary Insurance: SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance a. For any covered "auto you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability assumed under an "insured contract ". Cross Liability Clause: SECTION V — DEFINITIONS G. 'Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0302) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION — We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form.