HomeMy WebLinkAboutAgreement - Advance Design Consultants, Inc. - Emergency Backup Power for City Hall and Police Station - Signed 2020-06-254845-6718-3385v1
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AGREEMENT FOR SERVICES
(For design professional contracts over $5,000)
This AGREEMENT made this 25 day of June, 2020 between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Advance Design Consultants, Inc., having a principal place of business at
998 Park Avenue, San Jose, CA 95126.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on June 30, 2020 and will continue in effect through
December 30, 2022 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not an
employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”) within the time periods described in and
Exhibit “C” (“Milestone Schedule”).
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above- described
services. CITY shall have no right to, and shall not, control the manner or determine the method
of accomplishing CONSULTANT’S services.
C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
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CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in Article
5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total
compensation paid to CONSULTANT exceed $88,000 (includes 10% contingency).
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
responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting “direct expenses” referenced on Exhibit “A.”
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ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or
rent any tools, equipment or services from CITY.
B. Workers’ Compensation
CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation attorneys’ fees, arising out of any injury, disability, or death of any of
CONSULTANT’S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or
resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
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
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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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G. PREVAILING WAGE
CONTSULTANT agrees and acknowledges that it is its obligation to determine whether, and to
what extent, any work performed is or any workers employed relative to any construction to be
performed under this Agreement are subject to any Codes, Ordinances, Resolutions, Rules and
other Regulations and established policies of CITY and the laws of the State of California and the
United States, including, without limitation, the California Labor Code and Public Contract Code
relating to public contracting and prevailing wage requirements (“Prevailing Wage Laws”). To
the extent Prevailing Wage Laws apply to work performed or workers employed for the purpose
of performing work under this Agreement, CONTSULTANT shall fully comply with and ensure
that all workers and/or subcontractors are informed of and comply with all Prevailing Wage
Laws and specifically any applicable requirement of California Labor Code Sections 1720 et seq.
and 1770 et seq. and the regulations thereunder, which require the payment of prevailing wage
rates based on labor classification, as determined by the State of California, and the
performance of other requirements on certain “public works” or “maintenance” projects. It is
the duty of CONTRACTOR to post a copy of applicable prevailing wages at the job site. Prevailing
wage information may be obtained at www.dir.ca.gov.
No CONSULTANT or Subconsultant may be awarded an Agreement containing Public work
elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor
Code 1725.5. Registration with DIR must be maintained throughout the entire term of this
AGREEMENT, including any subsequent amendments.
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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.I., no later than thirty (30) days after
CITY’ receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this Agreement
shall include, but not be limited to the following:
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 satisfactorily completed through the
date of the termination notice, as reasonably determined by CITY, provided that such payment
shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C”
which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the
foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the
performance of this Agreement or material breach by CONSULTANT of any of its provisions,
then in addition to any other rights and remedies CITY may have, CONSULTANT shall
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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 use due professional care to
comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the
Act”) in its current form and as it may be amended from time to time. CONSULTANT shall
also require such compliance of all subcontractors performing work under this Agreement,
subject to the prohibition against assignment and subcontracting contained in Article 5 above.
The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless
the CITY OF GILROY, its officers, employees, agents and representatives from and against all
suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation attorneys’ fees, that may arise out of any violations of the Act by the
CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of
either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys’ fees, which may be set by the court in the same action or in a separate action brought
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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.
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
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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.I. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
Advance Design Consultants, Inc. CITY OF GILROY
By: By:
Name: Lorenzo Rios Name: Jimmy Forbis
Title: CEO/President Title: Interim City Administrator
Social Security or Taxpayer
Identification Number 770046221
Approved as to Form ATTEST:
City Attorney City Clerk
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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 Lorenzo Rios Jr., who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to satisfactorily
complete the Services required herein.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Eric
Argamaso 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.I. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has satisfactorily completed all of the Services,
CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall
not incur any further costs hereunder. CONSULTANT may request this determination of
completion when, in its opinion, it has satisfactorily completed all of the Services and, if so
requested, CITY shall make this determination within two (2) weeks of such request, or if CITY
determines that CONSULTANT has not satisfactorily completed all of such Services, CITY
shall so inform CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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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
A. CONSULTANT’S SERVICES TO BE APPROVED BY A REGISTERED
PROFESSIONAL ENGINEER
All civil (including structural and geotechnical) engineering plans, calculations, specifications
and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and
shall include his or her name and license number. Interim documents shall include a notation as
to the intended purpose of the document, such as “preliminary” or “for review only.” All civil
engineering plans and specifications that are permitted or that are to be released for construction
shall bear the signature and seal of the licensee and the date of signing and sealing or stamping.
All final civil engineering calculations and reports shall bear the signature and seal or stamp of
the licensee, and the date of signing and sealing or stamping.
B. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT’S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
C. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. The CITY’S review,
acceptance or payment for any of the Services shall not be construed to operate as a waiver of
any rights under this Agreement or of any cause of action arising out of the performance of this
Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with
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applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of
any of the services furnished under this Agreement.
D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY’s offices within five (5) business days after CITY’s request.
E. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
F. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
G. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.E of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed.
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H. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
I. NOTICES.
Notices are to be sent as follows:
CITY: Eric Argamaso
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Lorenzo Rios Jr.
998 Park Avenue
San Jose, CA 95126
J. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.J. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.J. do not apply.
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
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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
Overview
The purpose of the project is to provide emergency backup power for the City Hall and for The
Police Department from an existing 1,000 kW engine generator (1 megawatt generator). The project
requires the installation of a new automatic transfer switch at the City Hall and connect it to the 1,000
kW generator located at the north side of the Police Department (PD) building. The new ATS will be
sized to handle the City Hall electrical load. A new electrical feeder will be installed from the 1,000 kW
emergency generator distribution board to the new ATS serving the City Hall, this feeder may include
an overhead and underground cable/conduit sections. The generator controls will be modified to
receive parallel start up signals from the ATS serving the Police Department and from the new ATS
serving the City Hall to provide emergency electrical power to both buildings in event of a utility
power loss.
The City Hall has an approximate load of 128 kW. Emergency power is provided by an old 16
kW (kilowatt) generator and ATS. This generator and associated equipment do not have sufficient
capacity to provide the building power requirements during a power outage. This generator and
associated equipment will be disconnected from the building power distribution and abandoned in
place. There is an existing 1,000 kW generator located on the north of the Police Department Building,
installed in 2004. This police department has an approximate emergency power load of 280 kW and
can handle the potential additional 128kW load from the City Hall.
Design Approach
ADC will commence the project by making an assessment of the electrical system for the building
including review of past utility records, and inspection of existing electrical distribution equipment.
ADC will prepare electrical loads for the essential and non-essential circuits in order to determine the
required emergency power load for the building. The data from this assessment will be utilized to size
the new Automatic Transfer Switch and new emergency power distribution panel.
ADC will prepare electrical calculations to establish the building emergency power requirements and
will prepare conceptual plans and preliminary cost estimates for staff and stakeholders review. After
conceptual approval ADC will prepare plans and specifications for the 30%, 65% and 100% submittals
as outlined in the RFP including plans, specifications, schedule and cost estimates. After review and
approval of the construction documents by the City ADC will prepare the Bid Package as required by
the delivery schedule included in the RFP.
The design of this project shall include Engineering and Design Options, and permitting:
1. Engineering and Design Options
a. Assessment of existing facilities to include: Examining past utility records for the
existing building Inspection of existing electrical equipment for compliance to current
City building code.
b. Determining essential and non-essential circuit designation for the existing building.
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c. Evaluating any other electrical upgrades to the City Hall electrical system to
accommodate the new backup power.
d. Calculate the needed generator capacity to allow City Hall to remain fully operational
to provide services to the public during a power outage.
e. Produce conceptual plans and preliminary cost estimates for staff and stakeholder 5
review. One final design shall be selected for implementation.
f. Prepare bid specifications and plans which are bid-ready.
g. Any other reasonable and customary work required to design and prepare a bid for
the construction of a backup electrical system for City Hall.
2. Permitting
The upgrades to City Hall will require a building permit as well as other applicable permits, which may
include permitting from the BAAQMD. The consultant will be responsible for submittals, meetings,
and any follow-up correspondence required for clarification requested by the different agencies on
behalf of the City. All permits issued by the City of Gilroy shall be of no cost, but the consultant is still
responsible for applying for the permit
Task 1: 30% Schematic Design
ADC shall produce an Engineering Assessment Report and Schematic Design Drawings which shall
include, but is not limited to the following:
a. 30% plans: Cover sheet and plan sheet with base mapping and preliminary details.
b. Documentation of outreach with franchise utility companies for facilities needed to be relocated
or adjusted to grade as a result of the proposed construction activities
c. Information regarding necessary permits issues
d. Project schedule update
e. 30% construction cost estimate
f. Table of Contents list for technical specifications.
During this phase ADC shall meet with the City to review the assessment and provide direction to move
into next phase of project. Decisions shall be documented in meeting minutes.
Task 2: 65% Design Development
ADC shall address all major issues and they shall have been resolved prior to this stage. The intent of this
submittal is to provide plans and project documents in sufficient detail to allow for thorough and
complete review
a. 65% Plans: All subcontracted work shall be accounted for in this submittal. All project details shall
have been accounted for.
b. Technical specifications
c. Project schedule update
d. 65% construction cost estimate in the form of the bid schedule
e. Utility conflicts shall have been resolved or a timeline for resolution of issues has been
determined.
f. Responses to the City’s review comments on the 30% submittal, along with return of markups.
g. Other supporting documentation as necessary.
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Task 3: 100% Construction Documents
ADC shall address all issues, prior comments, and concerns in this submittal.
a. 100% plans
Peer review shall have been accomplished by this stage, with the statement and
signature on the cover sheet. The professional shall sign, date and seal the following
Certification of Peer Review on a letterhead document with the transmittal of the final
plans and specifications:
“The undersigned hereby certifies that a professional peer review of these plans and
the required designs was conducted by me, a professional engineer with expertise and
experience in the appropriate fields of engineering equal to or greater than the
Engineer of Record, and that appropriate corrections have been made.”
The Director of Public Works statement on the plans shall be on the title sheet of the
project plans:
“The City of Gilroy hereby accepts these plans for construction, as being in general
compliance with plans preparation requirements of this agency. Responsibility for the
completeness and accuracy of the plans and related designs resides with the Engineer
and Engineering Firm of Record.”
b. 100% specifications
Reviewed bid instructions
Finalized special provisions including required submittals
Finalized technical specifications
c. Project schedule update
d. 100% construction cost estimate
e. Responses to the City’s review comments on the 75% submittal, along with return of mark-
ups.
f. Other supporting documentation as necessary
Task 4: Bid Package
The bid package shall be finalized upon incorporation of the City’s final comments from the 100%
submittal. Peer Review Statement shall be on the coversheet of this submittal.
Submit copies and digital format (PDF and native format) of each of the documents listed below:
1. One hard copy of full sized plans (22” x 34”) stamped and signed on each sheet by the
Engineer of Record and by discipline.
2. One hard copy of the specifications.
3. Special provisions.
4. Technical specifications, with cover sheet stamped and signed by all necessary disciplines.
5. Electronic copy of all final AutoCAD drawings (with x-refs and plot configuration files) in native
format and pdf files on a USB drive
6. Final project schedule update.
7. Final construction cost estimate
ADC will respond to all bidders’ requests for information (RFIs), and support the City’s coordination
efforts to inform plan-holders of significant responses to RFIs and prepare addenda as necessary.
During bidding, all proposers’ communications will be directed through the City.
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Task 5: Construction Engineering Support Services
The City shall provide construction management staff that will have the primary responsibility of
construction management and inspection. ADC’s point of contact will be the City’s construction
manager. ADC shall provide post design services to the City during Project bidding, award, and
throughout construction.
The following is a minimum list of services and submittals required:
1. Attend and prepare information for an internal handoff meeting from the design team to the
construction management team. Consultant shall be prepared to address: possible
construction pitfalls, items for the construction management team to be aware of (special
working hours, shortened timelines for submittal reviews, etc.).
2. Attend the pre-construction meeting.
3. Attend periodic construction progress meetings.
4. Participate in the final inspection and development of punch lists.
5. Respond to RFIs, which includes clarifying or providing adjustments or additional detail where
necessary on the plans and specifications. Response to RFIs shall be timely in order to avoid
construction delays and claims.
6. Review and respond to all submittals within the period allocated in the contract documents
and as necessary to avoid construction delays and claims.
7. Review proposed substitutions, if any, for conformance to plans and technical specifications.
8. Review and make recommendations on proposed changes to the contract.
9. Prepare Record Drawings based upon red-lines provided by the contractor and field reviews.
The Record Drawings shall be prepared digitally, using AutoCAD. Final Record Drawings shall
be submitted electronically, in PDF and CAD format.
10. Participate in the “Lessons Learned Meeting” with all parties at the end of the project.
B. Project Location
The project is located at 7351 Rosanna St, Gilroy, CA 95020.
C. Engineering Deliverables
1. Provide civil design drawings suitable for the scope of work as described in section A of this
proposal.
2. Provide electrical detailed design drawings suitable for the scope of work as described in
section A of this proposal.
3. Provide structural detailed design drawings and calculations suitable for the scope of work as
described in section A of this proposal.
4. Provide one (1) PDF file and one (1) hard copy of 30%/65%/100% Plans and Specifications
submittal.
5. Provide one (1) PDF file and one (1) hard copy of Issue for Bid (IFB) Plans and Specifications
submittal.
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6. Provide four (4) sets of drawings, two (2) copies of calculations and one (1) PDF file of Issue for
Permit (IFP) Plans and Specifications submittal.
7. Provide one (1) CD with AutoCAD files with “As-Built” drawings for project closeout. It is
expected that CBRE will provide redlines, if any, for completing this submission.
8. Provide limited construction support services, including one site visit, reviewing equipment
submittals and answering RFI’s during construction suitable for the scope of work as described
in section A of this proposal.
D. Project Milestones Schedule
ADC has provided a detailed design schedule attached. Please review schedule below for Milestones
summary:
Task Start Date End Date Task Value
Task 1: 30% Schematic Design
06.15.2020 07.24.2020 $28,400
Task 2: 65% Design Development
07.27.2020 09.04.2020 $18,370
Task 3: 100% Construction Documents
09.07.2020 10.23.2020 $19,470
Task 4: Bid Package
10.26.2020 11.26.2020 $1,700
Task 5: Construction Engineering Support Services TBD TBD $11,470
E. Engineering Fee Breakdown
Our lump sum cost provide the engineering and design services is:
$79,410 (Seventy-Nine thousand Four hundred Ten Dollars)
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EXHIBIT “C”
MILESTONE SCHEDULE
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IDTask ModeTask NameDuration Start1City of Gilroy - City Hall Backup Generator Project - 20-RFP-PW-439105 daysMon 6/15/202Expected City Contract Approval0 daysMon 6/15/20330% Schematic Design (SD)30 daysMon 6/15/204SD Document Development15 daysMon 6/15/205Construction Cost Estimate 5 daysMon 7/6/206Submit to 30% SD to City for Review0 daysFri 7/10/207City Review Period10 daysMon 7/13/208Comments Provided to A/E0 daysFri 7/24/20965% Design Development (DD)30 daysMon 7/27/2010DD Document Development15 daysMon 7/27/2011Construction Cost Estimate 5 daysMon 8/17/2012Technical Specifications5 daysMon 8/17/2013Submit to 65% DD to City for Review0 daysFri 8/21/2014City Review Period10 daysMon 8/24/2015Comments Provided to A/E0 daysFri 9/4/2016100% Construction Documents (CD)35 daysMon 9/7/2017CD Document Development15 daysMon 9/7/2018Construction Cost Estimate 5 daysMon 9/28/2019Technical Specifications5 daysMon 10/5/2020Submit to 100% CD to City for Review0 daysFri 10/9/2021City Review Period10 daysMon 10/12/2022Comments Provided to A/E0 daysFri 10/23/2023Bid Package10 daysMon 10/26/2024Final Revision of CD's10 daysMon 10/26/2025Provide Issue for Bid (IFB) Package to City0 daysFri 11/6/20City of Gilroy - City Hall Backup Generator Project - 20-RFP-PW-439Expected City Contract Approval6/1530% Schematic Design (SD)SD Document DevelopmentConstruction Cost Estimate Submit to 30% SD to City for Review 7/10City Review PeriodComments Provided to A/E 7/2465% Design Development (DD)DD Document DevelopmentConstruction Cost Estimate Technical SpecificationsSubmit to 65% DD to City for Review 8/21City Review PeriodComments Provided to A/E 9/4100% Construction Documents (CD)CD Document DevelopmentConstruction Cost Estimate Technical SpecificationsSubmit to 100% CD to City for Review 10/9City Review PeriodComments Provided to A/E 10/23Bid PackageFinal Revision of CD'sProvide Issue for Bid (IFB) Package to City 11/6MWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMJun 7, '20Jun 14, '20Jun 21, '20Jun 28, '20Jul 5, '20Jul 12, '20Jul 19, '20Jul 26, '20Aug 2, '20Aug 9, '20Aug 16, '20Aug 23, '20Aug 30, '20Sep 6, '20Sep 13, '20Sep 20, '20Sep 27, '20Oct 4, '20Oct 11, '20Oct 18, '20Oct 25, '20Nov 1, '20Nov 8, '20Nov 15, '20Nov 22, '20TaskSplitMilestoneSummaryProject SummaryExternal TasksExternal MilestoneInactive TaskInactive MilestoneInactive SummaryManual TaskDuration-onlyManual Summary RollupManual SummaryStart-onlyFinish-onlyDeadlineProgressManual ProgressPage 1Project: Schedule - City of Gilroy -Date: Thu 6/4/20DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182
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EXHIBIT “D”
PAYMENT SCHEDULE
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PRINCIPAL PROJECT
MANAGER
ARCHITECT/
STRUCTURAL
/CIVIL
SENIOR
ENGINEER
DESIGN
ENGINEER
REVIT/CADD
DESIGNER
CADD
DRAFTER CLERICAL TOTAL
HOURS
$28,400
Kick-Off Meeting 2 2 0 2 4 0 4 2 16 $2,300
Mobilization / Programming / Scheduling 2 2 0 2 2 0 2 0 10 $1,670
Field Work / As-Builting (ASMEP)0 2 8 8 24 0 24 0 66 $9,120
Architectural Schematic Design 0 0 0 0 0 0 0 0 0 $0
Civil Schematic Design 0 2 8 0 0 0 8 0 18 $2,760
Structural Schematic Design 0 0 0 0 0 0 0 0 0 $0
Mechanical Schematic Design 0 0 0 0 0 0 0 0 0 $0
Electrical Schematic Design 2 4 0 12 16 0 32 0 66 $8,740
Piping Schematic Design 0 0 0 0 0 0 0 0 0 $0
Fire Alarm Schematic Design 0 0 0 0 0 0 0 0 0 $0
HPM / FP Schematic Design 0 0 0 0 0 0 0 0 0 $0
Quality Assurance/Control 1 2 0 2 4 0 4 0 13 $1,910
30% SD Review Meeting 2 4 0 4 0 0 0 0 10 $1,900
$18,370
Architectural Detailed Design 0 0 0 0 0 0 0 0 0 $0
Civil Detailed Design 0 2 8 0 0 0 8 0 18 $2,760
Structural Detailed Design 2 1 8 0 0 0 8 0 19 $3,060
Mechanical Detailed Design 0 0 0 0 0 0 0 0 0 $0
Electrical Detailed Design 2 4 0 12 16 0 32 0 66 $8,740
Piping Detailed Design 0 0 0 0 0 0 0 0 0 $0
Fire Alarm Detailed Design 0 0 0 0 0 0 0 0 0 $0
HPM / FP Detailed Design 0 0 0 0 0 0 0 0 0 $0
Quality Assurance/Control 1 2 0 2 4 0 4 0 13 $1,910
60% DD Review Meeting 2 4 0 4 0 0 0 0 10 $1,900
$19,470
Architectural Construction Design 0 0 0 0 0 0 0 0 0 $0
Civil Construction Design 0 1 4 0 0 0 4 0 9 $1,380
Structural Construction Design 2 2 8 0 0 0 8 0 20 $3,240
Mechanical Construction Design 0 0 0 0 0 0 0 0 0 $0
Electrical Construction Design 2 4 0 8 16 0 32 40 102 $11,040
Piping Construction Design 0 0 0 0 0 0 0 0 0 $0
Fire Alarm Construction Design 0 0 0 0 0 0 0 0 0 $0
HPM / FP Construction Design 0 0 0 0 0 0 0 0 0 $0
Quality Assurance/Control 1 2 0 2 4 0 4 0 13 $1,910
100% CD Review Meeting 2 4 0 4 0 0 0 0 10 $1,900
$1,700
Bid-Walk Meeting Support 0 2 0 2 0 0 0 0 4 $710
Bid-Walk RFI/Addenda Support 0 2 0 2 2 0 0 0 6 $990
$11,470
Pre-Construction Meeting (on-site)0 2 0 2 0 0 0 0 4 $710
Periodic Construction Progress Meetings (qty. 12)0 12 0 12 0 0 0 0 24 $4,260
RFI Support/Responses 0 2 0 8 4 0 0 0 14 $2,320
Submital Review 0 2 0 8 4 0 0 0 14 $2,320
As-Built and Close-Out 0 2 0 4 0 0 8 0 14 $1,860
Subtotal Hours 23 68 44 100 100 0 182 42
RATE $240 $180 $200 $175 $140 $140 $100 $75
PERSONNEL COST $5,520 $12,240 $8,800 $17,500 $14,000 $0 $18,200 $3,150
TASK 1: 30% SCHEMATIC DESIGN (SD)
ENGINEERING SERVICES
Fee Proposal to the City of Gilroy
Project: City Hall Backpu Generator Project
20-RFP-PW-439
PERSONNEL
TASK TOTAL
VALUETASK DESCRIPTION
LUMP SUM TOTAL $79,410
TASK 2: 65% DESIGN DEVELOPMENT (DD)
TASK 3: 100% CONSTRUCTION DOCUMENTS (CD)
TASK 4: BID PACKAGE
TASK 5: CONSTRUCTION SUPPORT
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998 Park Avenue San Jose, CA 95126
P: 408.297.1881 | F: 408.294.3186
www.adcengineers.com
REV017.217
CHARGE HOURLY RATE SCHEDULE
Effective January 1st Through December 31st, 2022
Item Discipline Billing Rate
0001 Principal/Senior Manager $240.00
0002 Project Manager $180.00
0003 Cost Estimator $160.00
0004 Architect $200.00
0005 Architect‐Designer $165.00
0006 Structural Engineer $190.00
0007 Structural Designer $165.00
0008 Mechanical Engineer $175.00
0009 Mechanical Designer $140.00
0010 Electrical Engineer $175.00
0011 Electrical Designer $140.00
0012 Civil Engineer $190.00
0013 Geotechnical Engineer $175.00
0014 Drafter $100.00
0015 Spec Writer $115.00
0016 Clerical $75.00
These hourly rates are based on personnel salaries, overhead, mark-up, and profit.
MISCELLANEOUS FEES
The following services are billed at 10% mark-up:
• Subcontracted services (including Consultants, Contractors, Legal, and materials).
• Permit fees or filing fees advanced by us.
• Transportation, meals and lodging for overnight travel and incidental travel expenses.
• Commercial delivery services, including Federal Express, Express Mail and Messenger Services.
• Excessive long distance telephone calls, telegrams, and other costs directly applicable to the project.
• Outside printing services.
• Additional project insurance.
MILEAGE ....................................................................... $ .575/mile or Current allowable rate established by the IRS
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