HomeMy WebLinkAboutDudek - 2018 AgreementAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this —L�I day of ILLL 20�, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Dudek, having a principal place of business at 605 Third Street, Encinitas,
CA 92024.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on June 1, 2018 and will continue in effect through
October 31, 2019 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement all
terminate this Agreement regardless of any other provision stated herein.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONSULTANT exceed $99.999.00.
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
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific endorsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf,
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers' compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT'S failure to professionally and /or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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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.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:
Dudek
CITY:
CITY OF GILROY
k B - k By:
Joe Monaco nk Dudek Name: Gabriel A. Gonzalez
Title: President Vha'rrmn f C50 Title: City Administrator
Social Security or Taxpayer
Identification Number
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Approved as to Form
City Attorney
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EXHIBIT "A"
SPECIFIC PROVISIONS
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 Samantha Murray, 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 famish 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, Pamela Wu
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 ".
W. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit `B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
: : u. • . •7:i: Zfyal�
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well - organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Pamela Wu, AICP
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Samantha Murray
Dudek
605 Third Street
Encinitas, CA 92024
I. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT `B"
SCOPE OF SERVICES
Dudek understands that the City proposes to accomplish the following major tasks as part of this
project:
-Update the 1986 HRI;
-Conduct a city -wide survey of properties that are more than 50 years old and were not included
in the previous HRI;
-Update the boundaries of current historic districts and identify potential new districts,
-Update the city's historic preservation ordinance to support continued economic development
efforts through preparation of a public guide to historic preservation;
-Dudek understands that the City is currently working on an update to the General Plan and the
updated HRI should support a balanced approach to historic: preservation and economic
development policies.
Approach
Dudek's approach to the project's scope of work is based upon current professional methodology
standards and procedures developed by the California Office of Historic Preservation and the
National Park Service. Our approach also considers the City's project objectives and is mindful
of schedule and costs.
Kickoff Meeting
In preparation of the public kickoff meeting and FM update, Dudek will closely review the
existing 1986 HRI and any existing historic contexts prepared for the City. Dudek will
participate in a kickoff meeting with the City. The purpose of the meeting will be to provide all
parties with information concerning the HRI update, including the purpose of the survey and the
proposed survey methodology; an overview of how properties will be documented and evaluated
for historical significance; and may include individual notification of HRI property owners.
Dudek will prepare a PowerPoint presentation that provides an overview of how the HRI update
will be conducted and will include survey area maps and photographs that provide visual clarity.
Dudek will also be available to answer any questions from the public regarding the HRI update.
We assume the kickoff meeting will last no more than four (4) hours.
Historic Context Statement
The importance of developing a thoroughly researched and detailed citywide historic context
statement cannot be overstated in the process of identifying, evaluating, and treating historical
resources. Dudek understands that the development of a historic context statement for the City is
essential in understanding the various themes, property types, patterns of development,
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communities, and significant events and people that have shaped the rich history of the City. A
historic context will also be critical to understanding the thresholds of significance for various
property types within a given theme, and should provide registration requirements for historical
significance by establishing criteria for significance.
PROJECT DESCRIPTION AND APPROACH
The historic context statement shall utilize current professional methodology standards and
procedures established by the National Park Service and the State Historic Preservation Office
(SHPO). In developing a citywide historic context, it is recommended that the Multiple Property
Documentation (MPD) approach to historic survey and evaluation efforts be utilized. The MPD
approach identifies groups of related properties and requires a definition of registration
requirements, or eligibility standards, for themes and related property types. The MPD approach
facilitates the evaluation of individual properties by comparing them with resources that share
similar physical characteristics and historical associations. As a management tool, the MPD
approach provides essential information for historic preservation planning by evaluating
properties on a comparative basis within a given geographical area, and will help the City
establish preservation priorities and maintenance plans based on historical significance. The
MPD approach also streamlines the process of evaluating large numbers of properties and offers
a cost - effective approach to survey and documentation.
In preparation of the historic context statement and HRI update, Dudek will conduct a California
Historical Resources Information System (CHRIS) records search of the entire city. The records
search will include the Northwest Information Center's collection of mapped prehistoric,
historic, and built - environment resources; State of California Department of Parks and
Recreation (DPR) site records; previous technical reports; ethnographic references; historical
maps of the project area; the National Register of Historic Places (NRHP) and California
Register of Historical Resources (CRHR); the California Historic Property Data File; and the
lists of California State Historical Landmarks, California Points of Historical Interest, and
Archaeological Determinations of Eligibility. Additional archival research on the history of
Gilroy and individual neighborhoods will be conducted at the public library, Gilroy Historical
Society, Gilroy Museum, and other relevant data repositories. All applicable local planning
documents, including the City's General Plan, shall also be reviewed.
Building development research, including property records, plans, Assessor records, maps, etc.
shall also be conducted with the City and the County of Santa Clara. These records will provide
verification of important dates and a history of changes over time.
Fieldwork
Update Existing 1986 HRI
Dudek will conduct a reconnaissance -level survey of all properties currently listed on the City's
HRI. The survey will be restricted to the public right -of -way and will not encroach on any
private property. Qualified architectural historians who meet the Secretary of the Interior's
(SOi's) Professional Qualification Standards for Architectural History will document each
property with notes and photographs using a City- approved field form. Prior to initiation of
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fieldwork, the field form will be converted to an electronic data form with dropdown menus and
check boxes that can be populated quickly and efficiently in the field using tablet iPad
technology. The goal will
• be to record an individual property in no more than 10 to 15 minutes. Prior to fieldwork, iPads
will be preloaded with information from previous surveys; including property built dates,
photographs, and all applicable property and zoning information. The Historic Context Statement
will also be regularly referenced during fieldwork to understand the context, themes, and
property types relevant to individual neighborhoods. Dudek assumes approximately 185
properties on the City's current HRI will require survey to determine if they retain requisite
integrity to remain eligible for the CRHR or NRHP.
Properties Previously Not Surveyed
Dudek understands that there are numerous properties throughout the city that are at least 45
years old and have not yet been evaluated for historical significance. (Note: California Office of
Historic Preservation uses the 45 -year mark in recognition that there is commonly a five year lag
between resource identification and the date that planning decisions are made. Therefore, Dudek
recommends using the 45 -year criteria (as opposed to the 50 -year mark) for the proposed work.)
This includes mid- century properties that may not have been previously considered, as they have
only recently come of age. Dudek will develop an inventory of previously unevaluated properties
over 45 years old to determine if (1) they retain integrity and (2) have potential associations with
any important themes or patterns of development that are important to the City as discussed in
the existing Historic Context Statement. This task will be conducted in two phases. The first
phase will focus on properties located within the City's downtown districts (i.e., the Downtown
Historic District, Mixed Use District, and Office District). The second phase will cover all other
properties over 45 years old within the City's boundaries. Both phases of work will identify
priority areas recommended for additional study based on identified historical associations,
architectural merit, or thematically related groupings of properties.
Upon completion of the HRI update and survey of properties previously not surveyed, Dudek
will compile a comprehensive database of properties that appear eligible for inclusion in the City
HRI and will provide it to the City upon finalization.
Historic Districts
During the reconnaissance -level survey, Dudek will assess the City's existing historic districts to
determine if (1) they maintain requisite integrity and (2) if the existing boundaries require
amendment During the survey, Dudek will pay particular attention to potential new historic
districts by examining related groupings of properties that may constitute a historic district. The
identification of historic districts and significant resources will ultimately be supported by
archival research and related discussions of important themes in the Historic Context Statement.
Dudek understands that the City is requesting documentation of potential historic districts,
including identification of contributing and non - contributing properties.
Data Management and Analysis
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Dudek will compile a master database of all properties currently listed in the HRI, using the
City's preferred file format (i.e., Microsoft Access, Excel, or other program). In addition to
including basic County Assessor -level information about each property (i.e., name, street
address, parcel number, and built date), the database will capture descriptive information such as
architectural style, associated historic context, theme, and property type (based on the Historic
Context Statement). The database will also capture each property's historical significance,
including the current California Historical Resource Status Code, applicable local, state, and
national eligibility criteria, and a brief statement of significance. The database will be designed
for ease of use and navigation, and will be customized so that it can be easily integrated into any
existing systems used by the City.
Upon review of all existing documentation and completion of archival research and fieldwork,
Dudek will prepare a historical significance evaluation and integrity assessment of each property
included in the citywide survey. The evaluations will draw from data collected in the iPad field
forms during the reconnaissance -level survey with regard to each property's current condition
and level of integrity; and will draw from the Historic Context Statement with regard to each
property's historical associations with important themes and patterns of development. New
research will be conducted (as appropriate) to supplement existing data and provide a fresh
understanding of each property's significance.
The analysis will also consider the property registration requirements outlined in the Historic
Context Statement, with regard to whether properties should be considered eligible within a
specific property type, architectural style, or theme. Dudek will then prepare preliminary
statements of significance for each property based on a review of all data. The significance
evaluations will consider City, CRHR, and NRHP designation criteria and integrity thresholds.
Dudek will also consider whether certain geographic areas or groupings of related properties
within the city require consideration as potential historic districts. If historic districts are
identified, Dudek will assess which properties should be considered contributors and which
should be considered non - contributors. A justification for the geographic boundary of the district
will be provided, and a map clearly delineating the boundary shall be prepared. All evaluated
resources will be assigned a preliminary California Historical Resource Status Code.
Documentation
Updated Historic Resource Inventory
Dudek will prepare an HRI report that presents the methodology of the HRI update; a summary
of the City's existing regulatory setting as applicable to historical resources, including a
discussion of local municipal codes; regulations, ordinances, General Plan, and design
guidelines; the results of the reconnaissance -level survey; significance evaluation findings;
conclusions and recommendations; and a complete bibliography of all sources cited. A table of
findings and DPR forms for each property shall be provided as an appendix to the report. Each
DPR form set shall include a primary record; location map; and building, structure, and object
record. Photographs shall be in a City- approved color digital format. The final set of DPRs shall
be labeled with the appropriate primary numbers obtained from the South Central Coastal
Information Center and shall include the finalized evaluations and statements of significance.
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The final deliverable shall include: the HRI report with the following appendices: (1) a summary
table of findings for all properties; (2) DPR forms for each property, including maps and
photographs; and (3) an electronic database HRI including all applicable data fields. The final
deliverable shall be submitted to the City and the South Central Coastal Information Center for
inclusion in the CHRIS.
Public Guide to Historic Preservation
Dudek will prepare a local guide to historic preservation in the City that provides an overview of
the City's existing policies; what it means to live in a designated property/a district - contributor;
answers to commonly asked questions concerning restrictions on alterations, and clarification of
common misconceptions about property owner requirements. This document will also outline
cost - effective solutions for historic preservation concerns, and will provide a rating system that
outlines local preservation priorities based on level of deterioration and existing threats to
properties. The documentation will be designed to be user - friendly and will utilize clear and
understandable language that helps both the City and the public understand these issues. Obscure
regulatory language and confusing terminology will be avoided.
Public Hearings
Dudek assumes attendance and participation by Project Manager and Senior Architectural
Historian Samantha Murray at no more than four (4) public meetings/hearings, as outlined
following. We assume each meeting will last approximately four (4) hours. Additional hours
associated with this task include time required to prepare related meeting materials, including
PowerPoint presentations and literature related to the HRI update for public distribution.
Progress Meeting with Historic Heritage Committee (HHC)
Dudek will participate in a public outreach update meeting with the City, HHC, and members of
the public to provide an update on the status of the HRI update and the progress made to date.
The update will include a discussion of fieldwork methodology, potential historic districts, and a
proposed schedule and timeline for surveying the districts and documenting the properties.
Dudek will also be available to answer any questions from the public regarding the HRI update.
Wrap -Up Meeting with Historic Resources Committee
Dudek will attend a meeting with the HHC concerning the formal adoption of the updated HRI.
Dudek assumes preparation of a PowerPoint presentation to highlight the results of the HRI
update and to provide the public with information on how to access the results of the survey and
the database. This meeting will also draw attention to the historic preservation guide that
includes the property rating system and answers to Frequently Asked Questions by the public
concerning what it means to live in a historic property or district, as well as common
misconceptions about alteration restrictions.
Planning Commission Hearing
Dudek assumes attendance at one (1) planning commission hearing to present an overview of the
HRI update, including methodology and findings, as appropriate. Dudek assumes preparation of
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a PowerPoint presentation that highlights key facts and findings, as well as provides the
commission and the public with a helpful overview of the entire process. The hearing will also
provide an opportunity to notify property owners of the HRI update findings, and will utilize
visual displays, including maps and graphics to demonstrate areas where there has been a status
change to properties. It will also provide property owners with notification of these changes and
will explain how these changes affect them.
City Council Hearing
Dudek assumes attendance at one City Council hearing to present an overview of the HRI
update, including methodology and findings, as appropriate. We assume this to be the hearing at
which the HRI update is formally adopted by City Council. Dudek assumes preparation of a
PowerPoint presentation that highlights key facts and findings, and provides Council and the
public with a helpful overview of the entire process, demonstrating the work and research
involved in preparing the update. The hearing will also provide another opportunity to notify
property owners of the HRI update findings, and will utilize visual displays including maps and
graphics to demonstration areas where there has been a status change to properties. It will also
provide property owners with notification of these changes and will explain how these changes
affect them.
Monthly Progress Check -In
In order to keep the City apprised of the HRI update progress, Project Manager Samantha
Murray will check in with the City on a monthly basis (or as often as the City desires). The
monthly progress check -in will consist of an email update to the appropriate contacts at the City
concerning the status of the reconnaissance -level survey, research activities, preliminary
eligibility findings, and schedule updates. If so desired by the City, Dudek can also arrange a
monthly conference call to update all parties on the progress and to discuss any constraints
encountered during the survey. These monthly progress reports will serve to keep the City and
Dudek in regular and consistent communication throughout the life of the project.
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EXHIBIT "C"
MILESTONE SCHEDULE
Project Milestone Associated Deliverable
Project Award/Notice to Proceed (NTP) NIA
Kickoff Meeting Meeting presentation materials
Historic Context statement Draft and Final Historic Context statement
Fieldwork
Electronic field records
Date of Completion
N/A
Imonth from NTP
6 months from NTP
8 months from NTP
Progress Meeting Meeting presentation materials 10 months from NTP
Data Management and Analysis None (data analysis to be incorporated into final HRI
deliverable) 12 months from NTP
Draft Documentation Draft HRI report with all appendices (summary table of findings, DPR
forms for . each property, and an electronic database HRI); Draft Public Guide to Historic
Preservation 14 months from NTP
Final Documentation Final HRI report with all .appendices (summary table of findings, DPR
forms for each property, and an electronic database HRI); Final Public Guide to Historic
Preservation 15 months from NTP
Wrap -Up Meeting Meeting presentation materials
Planning Commission Hearing Meeting presentation materials
City Council Hearing Meeting presentation materials
4835 - 2267 -0361 v1
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15 months from NTP
15 months from NTP
16 months from NTP
EXHIBIT "D"
PAYMENT SCHEDULE
See attached.
4835- 2267- 0361v1
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