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Flowers & Associates - 2016 Agreement
AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 27th day of May, 2016, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Flowers and Associates, Inc., having a principal place of business at 201 N Calle Cesar Chavez Suite 100, Santa Barbara, CA 93103. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 05/27/2016 and will continue in effect through 05/25/2018 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 Agreemenj §hall terminate this Agreement regardless of any other provision stated herein. nitial ARTICLE 2. INDEPENDENT CONSULTANT STATUS It is the express intention of the parties that CONSULTANT is an independent CONSULTANT and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of perfonning the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267 -03610 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 tunes as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $124,953.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835 - 2267 -03610 LACk04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the tern 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) 4835 - 2267 -0361 v 1 -3 - 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, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835 - 2267 -0361 v1 -4- 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 perfonnance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONSULTANT's Business/ Death of CONSULTANT. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of CONSULTANT Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY tenninates this Agreement due to CONSULTANT'S default in the perfonnance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835 - 2267 -03610 LAC104706083 -5- may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the perfonnance 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 tenninate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new CONSULTANT hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the teen of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subconsultants perfonning work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subconsultants, or the officers, employees, agents or representatives of either. 4835- 226M3610 _6_ LAM04706083 C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every CONSULTANT or subconsultant 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 subconsultant. 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 infonnation and in no way binding upon CITY. 4835-2267-03610 1 _�_ LAC104706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state.and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Flowers and Associates, Inc. By: 24V'6� Naive: obert T. Flowe s, P.E. Title: President Social Security or Taxpayer Identification Number 95- 3260784 4835- 2267- 0361v1 -g LAC104706083 CITY: CITY OF GILROY By: Name: Gabriel A. Gonzalez Title: City Administrator Approve os to Fo City Attorney 483s2261- 0361vl Laca4706o83 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 Alan Chierici, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, David Stubchaer shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835 - 2267- 0361v1 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. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835 - 2267 -0361v1 _2_ LAM04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 -2267 -03610 _3 LA004706083 H. NOTICES. Notices are to be sent as follows: CITY: David Stubchaer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Bob Flowers Flowers and Associates 201 N Calle Cesar Chavez Suite 100 Santa Barbara,CA Q'z i nI 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. 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 detennine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 -4- LAC104706083 EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361v1 LAC104706083 FLOWERS & ASSOCIATE_ S, INC. c I v I L E N G I N E E R S 201 NORTH CALLE CESAR CHAVEZ SLiTE 100 SANTA BARBARA, CA 93103 Pt TONE. 805 966 2224 • FAX: 805 965 3372 WWW FLOWERSASSOC COM May 26, 2016 Mr. David Stubchaer, P.E. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 -6197 W .O. 1623 Subject: Request for Proposals to provide professional Engineering Services for 2016 Pavement Improvement Project — Design & Inspection Services Dear David: Pursuant to your request via e-mail and phone conference on May 25, 2016 we are pleased to submit this proposal for the subject project. It is our understanding that the City is requesting Flowers & Associates to provide a contract proposal for the City of Gilroy 2016 Pavement Improvement Project. The Project will be broken into 2 phases with the first phase, Phase 1, designing for a budget of approximately $500,000. The assumptions for Phase 1 will include the design for crack seal, micro surfacing, and striping and will also include construction management, observation and testing services. The second Phase, Phase 2 will have a tentative budget of 2.3 million dollars and will initially include design of pavement point repairs, rubberized cape seal or micro - surfacing, crack sealing and striping. A proposal for construction management, observation and testing services would be submitted once design is completed and the work effort can be more accurately quantified. Based on our discussions, the City has an initial estimated construction budget of $500,000 for street surface maintenance for Phase 1. As discussed, the primary goal for Phase 1 is to select streets that do not require any point repairs. The Project will include only crack seal, micro surfacing and striping to provide the City with more maintenance "bang for the buck ". Due to the timing of the Project, which in June is considered "late" in the season will more than likely be subject to higher unit costs as most contractors have work already scheduled. Historically, the best time to advertise for Bids is February - April. It is anticipated that the Contract period will be 20 -25 working days. Our Phase 1 services will include the design for crack seal, micro surfacing, striping and also including construction management, observation and testing services. We understand that Council may direct staff to go with rubberized cape Page 2 of 5 W.O. 1623 seal instead of microsurfacing. In this case, the design would be for rubberized cape seal instead of microsurfacing, but may be at additional design cost. Phase 2 will be designed at a later date and will include pavement point repairs, level course repairs to prepare the streets for surface treatments. The pavement preparation of the streets will be followed by crack sealing, either rubberized cape seal and or micro - surfacing and completed with striping. Streets for the Project have not been selected at the time of this Proposal and it is anticipated that the selection process will take place during design. This proposal also includes the design of the levee trail pavement repair project, which will be bid with the Phase 2 construction. This proposal does not include separate plans and specs for the levee trail pavement repair work. We will be teaming with Fugro Consultants for testing services for the slurry seal /micro - surface phase of the Project. SCOPE OF SERVICES The following scope of services will be performed based on our understanding of your e-mail and phone conference as follows: Streets Condition Survey 1. Field review streets selected by the City. 2. Assemble a list of streets (provided by City) with recommended repair method (developed by F&A). 3. Attend 2 meeting to discuss costs and alternatives and select repair methods. Contract Documents Phases 1 & 2 (2 sets): 1. Field review (2) to assess point repairs for cost estimating, and to paint repair limits in field. 2. Provide opinion of construction cost at 30 %, 60% and 90% design. 3. Attend 2 meeting to discuss costs and project issues. 4. Design to include pavement point repairs, crack sealing, micro - surfacing, rubberized cape and striping at a minimum. 5. Prepare contract documents in book format including general and special provisions, bid schedule with descriptions, project summary sheet by block, details, and number of working days for project. Page 3 of 5 W.O. 1623 6. Recommend any applicable materials testing /performance testing for the project. Bid Assistance: Assist City with bidding and addenda. • Respond to RFI's if appropriate. Contract Management/Observation for Phase 1: Provide contract management for the project: • Recommend approval of payment of invoices from contractor. • Review schedule and keep track of contractor progress vs. working days and project budget. • Coordinate road closures with City, emergency services, trash haulers, post office, and other affected service providers. 2. Provide inspection services for the project: • Monitor contract compliance with specifications. • Review and approve contractor proposals for work sequencing. • Monitor contractor traffic control efforts. • Provide and coordinate applicable materials /performance testing. 3. Establish files and maintain records of the construction process including those described above and the following: a. Daily observation reports. b. Submittals. C. Test results. d. Photographs. e. Potential claims submitted by Contractor. f. Prepare a Final report with supporting information TESTING Testing services will be performed by Fugro Consultants, Inc. in accordance with their proposal dated May 26, 2016 and attached hereto and made a part of this proposal. PROPOSED PROJECT SCHEDULE We anticipate that the Street condition Survey and Design will take 7 weeks once we receive notice to proceed. Allow 3 weeks for City review of documents and F &A to respond to comments. Allow 8 weeks for Bidding, Award and Notice -to- proceed for the contractor. We anticipate that the construction period will be on the order of 4 -5 weeks. Page 4 of 5 W.O. 1623 SERVICES PROPOSED TO BE PROVIDED BY OTHERS We understand that the City will provide the following services: Provide assistance in accessing existing reference materials in City files. 2. Provide existing street survey data, Excel spreadsheet of streets that includes streets, length, width and area by block in digital format, which will be incorporated into the bid documents. 3. Print and bind final plans and specifications for bidding. 4. Obtain all permits and approvals. SPECIFIC EXCLUSIONS Specifically not included in the above Scope of Services /Compensation are the following: Any involvement with hazardous waste including detection, identification, evaluation, management and cleanup. 2. Geotechnical, transportation or structural engineering services have not been included nor are they anticipated. One or more of these disciplines would be required for drainage, street re- profiling or widening projects. 3. Supervision or management of construction work including traffic control, safety and control of any aspect of the contractors work. 4. The Construction Contractor is required to assume responsibility for job site conditions during the course of the construction of the project, including traffic control and safety of all persons and property on a continuous basis during the project duration. Consultants are not responsible for work safety. COMPENSATION We will complete the above - described scope of work on a TIME AND MATERIALS basis with an authorized limit based on our 2016 Fee Schedule. We estimate the breakdown by consultant team member as follows: Flowers & Associates, Inc. $ 105,488 Fugro Consultants, Inc. $ 17,695 Cost of Subconsultants @ 10% $ 1770 Total: $ 124,953 Our services will be billed for at approximately monthly intervals in accordance with our Fee Schedule in effect when the services are authorized. Current Fee Schedule is enclosed in Cost Proposal envelope. Payment is due upon receipt of Statement and unpaid balances are subject to late charges. Page 5 of 5 W.O. 1623 Should unforeseen circumstances be encountered or additional or expanded work be required or added to the project, we will notify you for authorization before proceeding with this additional work. Sincerely, FLOWERS & ASSOCIATES, INC. By: By: Alan H. Chierici Robert T. Flowe , Associate Engineer President FLOWERS & ASSOCIATES, INC. C s W.O. 1623 5/26/16 Estimated Staff Loading for Design Engineering Services for City of Gilroy 2016 Pavement Maintenance Project PRIN ASSOC SR ENG DESIGN DRAFT W/P TOTAL TASK ENGR/SR INPECTOR STREETS SURVEY 1. Field review streets selected by the City 12 8 20 2. List of streets & recommended repair method 8 8 8 24 3. Attend 2 Meetings 8 8 16 CONTRACT DOCUMENTS - 2 SETS 1. Field review (2) 16 16 32 2. Opinion of cost at 30 %, 60% and 90% (2) 2 6 6 14 3. Attend 2 Meetings 6 6 12 4. Design/Mark Streets 32 40 40 16 128 5. Prepare Contract documents (2) 2 24 40 32 24 122 6. Recommend materials /performance testing 2 2 4 BID ASSISTANCE 1 Assist City with bidding and addenda 3 3 6 CONTRACT MANAGEMENTIOBSERVATION - Phase 1 1. Provide contract management for the project 2 32 32 66 2. Provide Observation services for the project 24 200 224 668 Staff By Category Totals 6 149 185 288 40 0 Billing Rate ($ /hr) $185 $170 $152 $131 $105 $95 Total Personnel Cost ($) $1,110 $25,330 $28,120 $37,728 $4,200 $0 $96,488 Staffing Ratio (% of total hrs) 0.9 22.3 27.7 43.1 6.0 0.0 Average Personnel Cost ($ /hr) 144.44 Description of Other Project Costs Fugro Consultants $17,695 Cost of Consultant @10% $1,770 Traveling, Hotel & Sustenance $8,500 Repro /Misc. $500 Total of other costs ($) $28,465 Total Estimated Project Cost ($) $124,953 FLOWERS & ASSOCIATES, INC. Robert T Flowers RCE 16324 C 1 V 1 L E N G I N E E R S Stephen G Flowers 20' NORTH CALLE CESAR CHAVEZ, SUITE 100. SANTA BARBARA. CA 93103 RCE 26192 Vernon E Williams PHONE 805 966 2224 • FAX 805 965 3372 RCE 33690 Alan H Chiend www flowersassoc corn FEE SCHEDULE Effective May 16, 2016 Until Revised ENGINEERING SERVICES HOURLY RATE Principal Engineer .......................... ............................... $185.00 Associate Engineer ........................ ............................... $170.00 Senior Engineer .............................. ............................... $152.00 Drainage Engineer ......................... ............................... $152.00 Water Resources Specialist ........... ............................... $141.00 Project Manager ............................ ............................... $141.00 Design Engineer ........................... ............................... $131.00 CAD Designer ................................ ............................... $115.00 CAD Technician ............................. ............................... $105.00 Word Processor ............................. ............................... $ 95.00 PLANNING SERVICES Principal Planner ............................ ............................... $152.00 Associate Planner .......................... ............................... $131.00 CONSTRUCTION CONTRACT ADMINISTRATION Principal Construction Engineer ............................ ... $185.00 Associate Construction Engineer ...................... __....... $170.00 Resident Engineer ........................ ............................... $152.00 Prevailing Wage Construction Monitor ................. $131.00 Construction Monitor ...................... ............................... $115.00 EXPERT TESTIMONY Expert Testimony, Deposition, Court Appearance and research related thereto will be charged at 3.0 times the applicable hourly rate. REIMBURSABLE EXPENSE Plots and other expenses connected with the work will be charged at cost. CONSULTANTS Subcontracts administered by Flowers & Associates, Inc. will be charged at cost plus 10 %. FUGRO CONSULTANTS, INC. May 26, 2016 Project No. 04.62169081 Flowers and Associates 201 North Calle Cesar Chavez, Suite 100 Santa Barbara, California 93103 Attention: Alan Chierici �GRO 4820 McGrath Street, Suite 100 Ventura, California 93003 -7778 Tel: (805) 650 -7000 Fax: (805) 650 -7010 Subject: Proposal for Construction Materials Testing Services, City of Gilroy FY2016 Emulsion Aggregate Slurry Project, Gilroy, California Dear Mr. Chierici: Fugro is pleased to present this proposal to Flowers and Associates for construction materials testing services for City of Gilroy FY2016 Emulsion Aggregate Slurry Project in Gilroy, California. The following proposal presents our proposed scope of services and our estimated fee for the project. SCOPE OF SERVICES On the basis of our understanding of the project, we have developed a scope of services consisting of construction materials testing and report preparation. Services associated with each of these tasks are summarized below. Task 1 - Slurry Seal Testing. We propose to provide testing of the emulsified slurry seal materials used during construction. We propose to provide field sampling and laboratory testing of slurry seal specimens and materials. A Fugro field technician will perform field sampling and materials testing services on an on -call basis (24 -hour notice). Task 2 — Report Preparation. We propose to provide wet track abrasion test results as they become available. Upon completion of the project, we will prepare a brief letter -report summarizing the results of the slurry seal testing. The report will provide approximate locations of field tests, and a summary of results for the laboratory wet track abrasion testing performed. ESTIMATED FEES On the basis of our understanding of the project and our stated scope of services, we have estimated our fees associated with our proposed scope of services in accordance with our current Fee Schedule. A summary of our understanding of the project and the level of services requested is attached. We estimate that we can perform these services for a not to exceed fee of $17,695. SITE SAFETY The safety of the contractor's workmen and the project is solely the contractor's responsibility. Our density testing, special inspection and observation services constitute a professional engineering activity and are not to be construed as supervision or direction of the contractor's work or workmen. Our activities will be conducted in a manner that clearly indicates A member of the Fugro group of companies with offices throughout the world City of Gilroy FY2016 Emulsion Aggregate Slurry May 26, 2016 (Project No. 04.62169081) ?43 "13 that we are not directing or supervising construction operations or personnel, and thus we are not responsible for jobsite safety. CLOSURE We appreciate the opportunity to submit this proposal and to continue our professional relationship with Flowers and Associates and the City of Gilroy. If you have questions or require additional information, please contact the undersigned. We would be pleased to meet with you to discuss and review the proposed scope of services and associated level of effort. Sincerely, FUGRO CONSULTANTS, INC. Ed Sullivan Construction Services Manager Attachments: Estimated Fee Worksheet J' 1COMETIPROPOSAL 6 LETTER DIRECTORY 2016M 62169081 GILROY FY2 -16 SLURRY%9081 PROP 52816 OOCX -P GRD Flowers & Associates Project No. 04.62169081 City of Gilroy FY2016 Emulsion Aggregate Slurry Project Knowns: Total sampling days include one Test Strip Estimated at 5 days 1 (5 total) Extraction, Sieve, and Residue each day Four (4) WTAT Patties each day One (1) Complete Aggregate testing Scope of Work: Technician will collect bulk slurry seal samples & make two (2) patties per truck, two (2) trucks per day (4 patties per day total) Quick set slurry. About 1 hour set time required before patties are transported to laboratory Extraction, Sieve, and Residue (ESR) samples collected same time (5 total) Estimated Fees: Per Day Unit rate ($) Technician - Sampling 8 hours per day 105 $ 840 Patties 4 per day 70 $ 280 ESR 1 per day (5 total) 390 1,950 Per Day Rate $ 3,070 Per Project Fees Sampling 5 days 3,070 $ 15,350 Aggregate Stockpile 1 per project 290 $ 290 Travel 15 hours 105 $ 1,575 Per Diem 4 days 120 480 Estimated Project Fees 5 Sampling days $17,695 EXHIBIT "C" MILESTONE SCHEDULE Flowers & Associates, Inc. shall strive to meet the attached Paving Project Draft Schedule. 4835- 2267 -03610 LAC104706083 Paving Project Draft Schedule Updated S/25/16 $0.5M Phase 1 and $2.3M Phase 2 Phase 1 Microsurfacing or Rubberized Cape Seal / Phase 2 Rubberized Cape Seal ID Task Name Duration Start Finish 16 Jun '16 Jul '16 Aug'16 Se 16 Oct'16, Nov'16 Dec'16 Jan '17 Feb,'17 Mar'17 Apr'17 , May'17 Jun'17 152229, 5'121926, 3 7 142128 41 A82S 2 9 1623:30 6 132027 4,111825 18 152229 5 121926 5,121926 2,9162330 7 142128 4,111825 1 $2.8M Pavement Project 291 days ,10172431 Fri 5/20116 Fri 6/30/17 i 2 Proposal 6 days Fri 5/20/16 Fri 5/27/16 3 Phase 1 - $0.51VI 105 days Tue 5/31/16 Mon 10/24/11 j 4 Phase 1 Design 41 days Tue 5/31/16 Tue 7/26/16 5 Phase 1 Bid 23 edays Tue 7/26/16 Thu 8/18/16 6 Council prep 12 days Fri 8/19/16 Mon 9/5/16 i 7 Phase 1 Contract Award 0 days Mon 9/5/16 Mon 9/5/16 • 9/5 j 8 Contract paperwork 15 days Tue 9/6/16 Mon 9/26/16 I, i' 9 Phase 1 Construction 20 days i Tue 9/27/16 Mon 10/24/1E 10 Phase 2 - $2.31M 193 days j l Wed 10/5/16 Fri 6/30/17 11 Phase 2 Design 57 days Wed 10/5/16 Thu 12/22/16 12 Phase 2 Bid 35 edays j. Thu 12/22/16 Thu 1/26/17 13 Council prep 17 days Fri 1/27/17 Mon 2/20/17 14 Phase 2 Contract Award 0 days I Mon 2/20/17 Mon 2/20/17 2/20 15 Contract paperwork 20 days Tue 2/21/17 Mon 3/20/17 is 16 Phase 2 Construction 74 days Tue 3/21/17 Fri 6/30/17 i Task ® External Tasks ---- .- .-- -. - -_: - -- Manual Task ® Finish -only 3 Split ... External Milestone Duration -only - -- -- -- - - -- Deadline i Project: Draft Schedule 2 -Phase P Date: Fri 5/27/16 Milestone ♦ Inactive Task Manual Summary Rollup c ° °— - Progress - Summary Inactive Milestone Manual Summary Project Summary - - - --- Inactive Summary Start-only C Page 1 EXHIBIT "D" PAYMENT SCHEDULE Flowers & Associates, Inc. will be paid monthly for services performed and invoiced. The total of all payments shall not exceed $124,953.00 unless authorized by an amendment approved by the City of Gilroy. 4835- 2267 -03610 LAC104706083 ® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDNYYY) 6/2/2016 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 199 S. Los Robles Ave #540 Pasadena, CA 91101 CONTACT NAME: Marie Swaney PHO NE 626- 844 -3070 FAx E-MAIL ADDRESS. mswaney @insdra.com INSURERS AFFORDING COVERAGE NAIC # Lic #0020739 INSURER A :Travelers Indemnity Co. of Connecti 25682 9/1/2015 INSURED FLOWEASSO INSURER B: Hartford Ins. Co of Midwest 37478 INSURER C :Travelers Casualty & Surety Co. Ame 31194 Flowers & Associates, Inc. 201 North Calle Cesar Chavez, Suite 100 Santa Barbara, CA 93103 INSURER D 805 - 966 -2224 INSURER E: X INSURER F: $10,000 COVERAGES CERTIFICATE NUMBER: 1871966591 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6804856L209 9/1/2015 9/1/2016 EACH OCCURRENCE _UAMAGE $1,000,000 CLAIMS -MADE IX OCCUR PREMISES EaEoccu ence $1,000,000 X MED EXP (Any one person) $10,000 Contractual Liab X XCU Included PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 PRO- POLICY [X] ECT 7 LOC PRODUCTS - COMP /OP AGG $2,000,000 Ded $0 OTHER: AUTOMOBILE LIABILITY Ea accident $ BODILY INJURY (Per person) $ ANY AUTO AUT OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PR P TY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNER/EXECUTIVE Y 72WEGPI0126 9/1/2015 9/1/2016 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) N/A E.L. DISEASE - EA EMPLOYE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below C Pro fessionalLiability Y 105987345 8/26/2015 8126/2016 $1,000,000 per claim Contractor's Pollution Liab $2,000,000 Annual Aggregate Full Prior Acts $50,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Cancellation Notice: 30 day /10 day for non -pay or premium will be mailed to the certificate holder. General Liability policy excludes claims arising out of the performance of professional services. AM Best's Rating on all policies above: A/XII or greater. Re: WO #1623, City of Gilroy 2016 Pavement Maintenance - City of Gilroy, its officials, officers and employees is named as an additional insured as respects general liability for claims arising from the operations of the named insured as required per written contract or agreement. SEE CANCELLATION SECTION of Certificate for 30 Day Notice of Cancellation /10 Day for Non - Payment of Premium. See Attached... GtKIIFIGAIt HULUtK GANGtLLAIIUN aV tJdy IVVId I udY wf I IV[ IPdY UI IJft-Ill City of Gilroy, its officials, officers and employees 7351 Rosanna Street Gilroy CA 95020 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 @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORO� AGENCY CUSTOMER ID: FLOWEASSO LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMEDINSURED Dealey, Renton & Associates Flowers & Associates, Inc. 201 North Calle Cesar Chavez, Suite 100 Santa Barbara, CA 93103 POLICY NUMBER 805 - 966 -2224 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE overage afforded the additional insured is primary and non - contributory as respects to general liability coverage. Insurance coverage cludes waiver of subrogation per the attached endorsement(s). EE CANCELLATION SECTION of Certificate for 30 Day Notice of Cancellation /10 Day for Non - Payment of Premium. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6804856L209 COMMERICAL GENERAL LIABILITY ISSUE DATE:6 /2/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Gilroy, its officials, officers and employees 7351 Rosanna Street Gilroy CA 95020 PROJECT /LOCATION OF COVERED OPERATIONS: City of Gilroy, its officials, officers and employees -- RE: WO #1623, City of Gilroy 2016 Pavement Maintenance - PROVISIONS A. The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing oper- ations; b. In connection with premises owned by or rented to you; or C. In connection with your work and included within the "products- completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services ". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 Page 1 © 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The 'bodily injury' or "property damage' for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury', "property damage" or "personal injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance' with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the 'bodily injury' or "property damage' occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the 'bodily injury' and "property damage' occurs, and the "personal injury' is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 82 09 07 Page 2 © 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission ,dulk TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) — 001 POLICY NUMBER: 72WEGPI0126 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Gilroy, its officials, officers City of Gilroy, its officials, officers and employees and employees -- 7351 Rosanna Street RE: WO #1623, City of Gilroy 2016 Gilroy CA 95020 Pavement Maintenance - DATE OF ISSUE: 6/2/2016 ST ASSIGN: CA 017106 FLOWE -2 OP ID: JD .4CORO CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 05/26/2016 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 California Meridian Ins. 9700 El Camino Real CONTACT NAME: Jackie Deskln A/°N o E.11: 805-466-3400 AID No): 805- 466 -6148 Atascadero, CA 93422 House Account E -MAIL ADDRESS: jackie@californiameridian.com INSURERS) AFFORDING COVERAGE NAIC # INSURER A: California Automobile Ins. Co. 38342 INSURED Flowers & Associates, Inc. INSURER B: Nat'l Union Fire Ins Co of Pit 20478 201 N. Calle Cesar Chavez #100 Santa Barbara, CA 93103 INSURER C PREMISES Ea occurrence $ INSURER D: MED EXP (Any one person) INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL IN SD WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYW LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE FI OCCUR PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F—] PRO T F—] LOC JEC PRODUCTS - COMP /OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED INGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO X BA040000010360 11/01/2015 11/01/2016 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED AUTOS AUTOS NON -OWNED UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,00 AGGREGATE $ B X EXCESSLIA6 CLAIMS -MADE EBU069728326 09/01/2015 09/01/2016 DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ F-1 OFFICER/MEMBER EXCLUDED? N / A (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Gilroy, its officers, officials, and employyees are additional insured per attached endorsement CA20480299. RE: W.O. 1445• FY 15 Slurry Seal Pavement Maintenance Design & Inspection Services 201512018 CERTIFICATE HOLDER CANCELLATION ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy Attn: David Stubchaer, P.E. 7351 Rosanna Street AUTHORIZED REPRESENTATIVE House Account Gilroy, CA 95020 ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: BA040000010360 COMMERCIAL AUTO 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 Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: 5/26/2016 Countersigned By: f } Authorized Representative) Named Insured: Flowers 8 Associates, Inc. SCHEDULE Name of Person(s) or Organization(s): City of Gilroy, its officers, officials, and employees 7351 Rosanna Street Gilroy, CA 95020 (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 11 of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑