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HomeMy WebLinkAboutAgreement - CSG Consultants, Inc. - Gourmet Alley and Railroad Alley Pedestrian and Bicycle Beautification Project No. 22-RFP-PW-478 - Signed 2022-08-15 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this August day of 15, 2022, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: CSG Consultants, having a principal place of business at 3150 Almaden Expressway #255, San Jose, CA 95118. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 8/15/22 and will continue in effect through 6/30/24 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 shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that 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. C.K DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -2- 4835-2267-0361v1 LAC\04706083 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 $378,000 (including 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 DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -3- 4835-2267-0361v1 LAC\04706083 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, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -4- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -5- 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. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -5- 4835-2267-0361v1 LAC\04706083 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 DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -6- 4835-2267-0361v1 LAC\04706083 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. 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 DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -7- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -8-LAC\04706083 H.Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I.Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J.Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K.Time of the Essence All dates and times referred to in this Agreement are of the essence. L.Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: CSG Consultants CITY OF GILROY By: Name: Jimmy Forbis Title: City Administrator By: Name: Cyrus Kianpour, P.E., P.L.S. Title: President Social Security or Taxpayer Identification Number 91-2053749 4835-2267-0361v1 DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -1- 4835-2267-0361v1 LAC\04706083 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 Hal Williams, P.E., who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to 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, Daryl Jordan shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -3- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Daryl Jordan City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Hal Williams 3150 Almaden Expressway #255 San Jose, CA 95118 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. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 CSG PROPOSAL TO THE CITY OF GILROY PROJECT NO. 22-RFP=PW-478 6 SCOPE OF WORK CSG has reviewed the RFP for the Gourmet Alley and Railroad Alley Pedestrian and Bicycle Beautification Project (Project) and agrees with the scope of work identified by the City of Gilroy (City). The Gourmet Alley and Railroad Alley Pedestrian and Bicycle Beautification scope of services consist of the following: TASK 1 Project Management Upon issuance of a Notice to Proceed, CSG will schedule a Kickoff meeting with the City, Recology, and other project stakeholders to identify and discuss the project objectives, scope, schedule, and budget. At this meeting, points of contact will be established; schedules reviewed; standards and guidelines identified, and expectations communicated. During this meeting, specifics concerning project funding, public outreach, design parameters, and other relevant details will take place. CSG will continue to set up, manage the project, submit monthly invoices, and provide continuous coordination. CSG will be responsible for coordination with clear and consistent communication with the City and subconsultants to discuss the progress of the design. Throughout the entire project, CSG’s Project Manager will act as the single point of contact to coordinate the project with the City. Task Deliverables: Schedule Updates, Invoices, Meeting Minutes TASK 2 Data Collection and Design Analysis CSG will identify and collect existing right-of-way information, record drawings, as-built plans, utility information, assessor and subdivision maps, right-of-way maps, and sample plans and specifications from the City. CSG Team will obtain encroachment permits for any field investigation works. Any fee for obtaining permits is not part of the scope. F ield Investigation CSG will conduct a field investigation to identify any project issues. Existing surface facility locations and types will be field verified. Visual field assessment of existing site conditions will include existing roadway surface facilities, aboveground and underground utilities, features on adjacent properties and pavement conditions. Topographic Survey Quiet River Land Services (QRLS) will perform land surveying services. Set horizontal and vertical control based on the City’s Horizontal Control Survey. The elevation will be based on the City’s Benchmarks that are based on NAVD88 Datum. Field survey at 50 feet interval cross-sections of the streets and extend at least 100 feet past the project right of way limits, starting, ending and at each intersection location. Map topographic survey data in an AutoCAD-based drawing. QRLS will research existing Record of Surveys, Corner Records and Subdivision Maps to determine the locations of existing survey monuments that will be affected by the Project. The existing monuments will be field-surveyed. After construction, any monument proven to have been compromised by the project be re-set by the contractor. Prepare a Corner Record and submit to the County Surveyors Office depicting the location and character of the new monument. All existing monuments will be shown on the construction package with a language to preserve all monumentation affected by the proposed improvements. Task Deliverables: AutoCAD Base File, Survey Data Files TASK 3 Agency Coordination and Approval Because the Clean California grant is relatively new, it is not clear whether a streamlined environmental documentation method is available. It is imperative that upon notice to proceed that the City determines the required documentation necessary to facilitate Caltrans oversight. The scope and fee assume typical E76 preparation applies to the project. CSG will prepare all required Caltrans Local Assistance Procedures Manual (LAPM) forms, including Caltrans Field Review, Environmental Clearance, Encroachment Permit, Right of Way Certification, and Caltrans E76 documents. Task Deliverables: Caltrans LAPM documents DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 CSG PROPOSAL TO THE CITY OF GILROY PROJECT NO. 22-RFP=PW-478 7 TASK 4 Preliminary Design (50%) CSG, in conjunction with Dillingham Associates, will prepare and submit up to three conceptual plans and rough estimates at 50% design level. The plans will provide enough details to facilitate discussion about the preferred alternative for the proposed improvements. It is anticipated that all major Project issues and design decisions will be resolved during this submittal stage. It is assumed that general provisions (“front end” boilerplate) will be provided by the City in Word document format for a similar type of project will be provided at this stage. Task Deliverables: Up to three design alternatives with renderings and estimates TASK 5 Construction Documents (95% through Bid Documents) Using the preferred alternative selected during Task 4, CSG will develop plans in AutoCAD, specifications in Word, and engineer’s estimate in Excel formats at the 95% and 100%, and Bid Set design levels in accordance with the latest City, Caltrans, and California MUTCD Standard. The plan set will generally include the following types of plan sheets: Title/General Notes/Key Map, Demolition Plans, Layout Plans, Drainage/Utility Plans, Construction Details, Signing and Striping Plans, Landscape Improvement/Irrigation Plans, Lighting Plans, PG&E Undergrounding Plans (if needed), Erosion Control/Pollution Prevention Plans. The special specification will be prepared and in accordance with applicable City’s format. It is assumed that general provisions (“front end” boilerplate) will be provided by the City in Microsoft Word document format for a similar type of project. A response matrix will be prepared listing City’s review comments on the 95% and 100% design submittals and CSG’s responses to those comments. Agreed upon comments will be incorporated at the next design level. CSG will perform quality assurance and quality control prior to each submittal and in conformance to City, Caltrans, and CA MUTCD Standards. Task Deliverables: Base Map, One (1) set of Plans, Specifications and Engineer’s Estimate in PDF format at each submittal, City’s Review Comment Matrix; One (1) set of specifications in Word and PDF formats; One (1) set of the Engineer’s Construction Cost Estimate in Excel and PDF formats; One (1) set of all plans in AutoCAD and PDF formats; Meeting Minutes TASK 6 Bid Phase Support CSG shall assist the City during bidding to respond to contractors’ questions and Requests for Information (RFIs), will support the City’s efforts to inform plan holders of significant responses to RFIs, and will develop addenda, as needed. Quality control and constructability reviews will be performed before submittal to the City. This will represent the final submittal of the PS&E for approval by the City. Task Deliverables: Responses to RFIs, if needed; Addenda, if needed TASK 7 Design Support During Construction CSG staff is highly responsive to requests received during construction and understands that timely responses are crucial in avoiding construction delays and claims. CSG will assist the City during construction and provide the following support services: Attend Pre-construction meeting.  Attend up to two (2) construction progress meetings.  Participate in the final inspection and development of punch lists.  Provide clarifications, as required, of construction documents and respond to Contractor’s Requests for Information (RFIs).  Review and approval of sample and material submittals specified in Contract Documents which impact the design.  Review of any proposed substitutions for conformance to the Contract Documents.  Responding to Construction Change Orders (CCOs) and review of Requests for Quotations, if needed. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 CSG PROPOSAL TO THE CITY OF GILROY PROJECT NO. 22-RFP=PW-478 8 Optional Tasks If required, CSG can provide the following optional services as defined in the fee proposal: Additional Design Support – as needed support for design development.  Union Pacific Railroad (UPRR) Coordination – Coordination with UPRR along Railroad Alley. While no specific requests have been made by the City or UPRR to this date, and preliminary thoughts do not anticipate encroachment onto UPRR property, our fee allows for any coordination efforts that may arise during the project design.  PG&E Undergrounding Design – There is the potential for the project to allow for the design and construction of a trench to underground existing electrical utilities along Gourmet Alley. While the project could not actually place the conduit due to regulatory and schedule constraints, there is the potential for some of the work to be completed and allow for future conduit placement with minimal impact to the alley. DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 ID Task Name Duration Start Finish 1 Notice to Proceed 0 days Mon 8/15/22 Mon 8/15/22 2 Task 1 - Project Management & Coordination 460 days Wed 8/17/22 Tue 5/21/24 3 Kickoff Meeting 0 days Wed 8/17/22 Wed 8/17/22 4 Project Management Activities 460 days Wed 8/17/22 Tue 5/21/24 5 Coordination with Sub-Consultants (Agreements, Refine Expectations)45 days Mon 8/22/22 Fri 10/21/22 6 Task 2 - Site Evaluation and Design Analysis 88 days Mon 8/22/22 Wed 12/21/22 7 Site Evalution and Field Review 88 days Mon 8/22/22 Wed 12/21/22 8 Aerial Survey 1 day Thu 9/8/22 Thu 9/8/22 9 Right of Way Traverse 10 days Fri 9/9/22 Thu 9/22/22 10 Topographic Survey 10 days Thu 9/8/22 Wed 9/21/22 11 Initial Base Mapping and Project Setup 10 days Mon 8/29/22 Fri 9/9/22 12 Obtain Utility Maps 20 days Thu 9/1/22 Wed 9/28/22 13 Preliminary Field Reconnaissance 75 days Mon 8/22/22 Fri 12/2/22 14 Utility Coordination 60 days Thu 9/29/22 Wed 12/21/22 15 Task 3 - Agency Coordination and Approal 165 days Thu 2/2/23 Wed 9/20/23 16 Caltrans LAPM Coordination 165 days Thu 2/2/23 Wed 9/20/23 17 Field Review Document & PES Form Preparation (Maps, Cross-Sections, FEMA)30 days Thu 2/2/23 Wed 3/15/23 18 Submit Field Review Documentation 0 days Wed 3/15/23 Wed 3/15/23 19 Field Review Meeting 0 days Wed 4/5/23 Wed 4/5/23 20 Prepare E-76 Package 60 days Thu 4/6/23 Wed 6/28/23 21 E76 Technical Memos 60 days Thu 4/6/23 Wed 6/28/23 22 Prepare Tech Studies (NEPA)60 days Thu 4/6/23 Wed 6/28/23 23 ROW Cert 60 days Thu 4/6/23 Wed 6/28/23 24 Environmental/Traffic 60 days Thu 4/6/23 Wed 6/28/23 25 Submit E-76 Package 0 days Wed 6/28/23 Wed 6/28/23 26 Caltrans E-76 Review 60 days Thu 6/29/23 Wed 9/20/23 27 Authorization to Proceed 0 days Wed 9/20/23 Wed 9/20/23 28 Task 4 - Preliminary Design (50%)115 days Thu 8/25/22 Wed 2/1/23 29 Field Investigations 5 days Thu 8/25/22 Wed 8/31/22 30 Develop 50% Design 60 days Thu 9/29/22 Wed 12/21/22 31 Stakeholder Meeting 0 days Wed 11/9/22 Wed 11/9/22 32 Submit 50% Design 0 days Wed 12/21/22 Wed 12/21/22 33 City Review 15 days Thu 12/22/22 Wed 1/11/23 34 Stakeholder Meeting 0 days Wed 1/18/23 Wed 1/18/23 8/15 Notice to Proceed 8/17 Kickoff Meeting Project Management Activities Coordination with Sub-Consultants (Agreements, Refine Expectations) Aerial SurveyAerial Survey Right of Way Traverse Topographic Survey Topographic Survey Initial Base Mapping and Project Setup Obtain Utility Maps Preliminary Field Reconnaissance Utility Coordination Field Review Document & PES Form Preparation (Maps, Cross-Sections, FEMA) 3/15 Submit Field Review Documentation 4/5 Field Review Meeting Prepare Tech Studies (NEPA) ROW Cert Environmental/Traffic 6/28 Submit E-76 Package Caltrans E-76 Review 9/20 Authorization to Proceed Field Investigations Develop 50% DesignDevelop 50% Design 11/9 Stakeholder Meeting 12/21 Submit 50% Design City ReviewCity Review 1/18 Stakeholder Meeting May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter Critical Split Task Milestone Summary Critical City of Gilroy Gourmet Alley and Railroad Alley Pedestrian and Bicycle Beautification Improvements Page 1 Date: Wed 7/20/22 DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 ID Task Name Duration Start Finish 35 Meeting - 50% comment review 0 days Wed 2/1/23 Wed 2/1/23 36 Task 5 - Construction Documents (95% through Bid Documents)162 days Thu 2/2/23 Fri 9/15/23 37 5.1 95% PS&E Construction Documents Package 70 days Thu 2/2/23 Wed 5/10/23 38 Develop 95% Construction Documents Package 45 days Thu 2/2/23 Wed 4/5/23 39 Submit 95% Construction Documents Package 0 days Wed 4/5/23 Wed 4/5/23 40 City Review 15 days Thu 4/6/23 Wed 4/26/23 41 Stakeholder Meeting 0 days Wed 5/3/23 Wed 5/3/23 42 Meeting - 95% comment review 0 days Wed 5/10/23 Wed 5/10/23 43 5.2 100% Construction Documents Package 55 days Thu 4/27/23 Wed 7/12/23 44 Develop 100% Construction Documents Package 40 days Thu 4/27/23 Wed 6/21/23 45 Submit 100% Construction Documents Package 0 days Wed 6/21/23 Wed 6/21/23 46 City Review 5 days Thu 6/22/23 Wed 6/28/23 47 Stakeholder Meeting 0 days Wed 7/5/23 Wed 7/5/23 48 Meeting - 100% Comment Review 0 days Wed 7/12/23 Wed 7/12/23 49 5.3 Final Bid Set Documents 47 days Thu 7/13/23 Fri 9/15/23 50 Develop Final Bid Set Documents 30 days Thu 7/13/23 Wed 8/23/23 51 Submit Final Bid Set Documents 0 days Wed 8/23/23 Wed 8/23/23 52 City Review 10 days Thu 8/24/23 Wed 9/6/23 53 Meeting - Bid Set Discussion 0 days Fri 9/15/23 Fri 9/15/23 54 Task 6 - Bid Support Assistance 30 days Mon 10/9/23 Fri 11/17/23 55 Advertise Project 20 days Mon 10/9/23 Fri 11/3/23 56 Bid Support Services 30 days Mon 10/9/23 Fri 11/17/23 57 Task 7 - Construction Support 135 days Tue 11/21/23 Tue 5/28/24 58 Award Project 0 days Tue 11/21/23 Tue 11/21/23 59 Pre Construction Meeting 0 days Tue 11/28/23 Tue 11/28/23 60 Construction Support 100 days Wed 11/29/23 Tue 4/16/24 61 Site Visit Meeting #1 0 days Tue 12/26/23 Tue 12/26/23 62 Site Visit Meeting #2 0 days Tue 2/6/24 Tue 2/6/24 63 Site Visit Meeting #3 0 days Tue 3/19/24 Tue 3/19/24 64 Punch List Walk Thru 0 days Mon 4/22/24 Mon 4/22/24 65 Record Drawings and Project Close-Out 20 days Wed 5/1/24 Tue 5/28/24 66 Develop Record Drawings and Final Punch List 15 days Wed 5/1/24 Tue 5/21/24 67 Submit Record Drawings and Final Punch List 0 days Tue 5/21/24 Tue 5/21/24 68 Final Punch List Walk Thru 0 days Tue 5/28/24 Tue 5/28/24 2/1 Meeting - 50% comment review Develop 95% Construction Documents PackageDevelop 95% Construction Documents Package 4/5 Submit 95% Construction Documents Package City ReviewCity Review 5/3 Stakeholder Meeting 5/10 Meeting - 95% comment review Develop 100% Construction Documents PackageDevelop 100% Construction Documents Package 6/21 Submit 100% Construction Documents Package City ReviewCity Review 7/5 Stakeholder Meeting 7/12 Meeting - 100% Comment Review Develop Final Bid Set DocumentsDevelop Final Bid Set Documents 8/23 Submit Final Bid Set Documents City ReviewCity Review 9/15 Meeting - Bid Set Discussion Advertise ProjectAdvertise Project Bid Support ServicesBid Support Services 11/21 Award Project 11/28 Pre Construction Meeting Construction SupportConstruction Support 12/26 Site Visit Meeting #1 2/6 Site Visit Meeting #2 3/19 Site Visit Meeting #3 4/22 Punch List Walk Thru Develop Record Drawings and Final Punch ListDevelop Record Drawings and Final Punch List 5/21 Submit Record Drawings and Final Punch List 5/28 Final Punch List Walk Thru May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter Critical Split Task Milestone Summary Critical City of Gilroy Gourmet Alley and Railroad Alley Pedestrian and Bicycle Beautification Improvements Page 2 Date: Wed 7/20/22 DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0 TASK Description Principal EngineerAssociate EngineerAssistant EngineerCSG TOTALSDillingham AssociatesGiacalone Design ServicesQuiet River Land ServicesTOTAL Category $240 $180 $150 Hours Cost Project Coordination & Sub Consultant Management 80 8 88 $ 20,640 Discussion with City Staff 40 28 68 $ 14,640 Design Schedule and Updates 16 16 $ 3,840 Task 1 - Subtotal 136 36 0 172 $ - $ - $ 39,120 As Built Data, Utility Research, Review of Existing Plans 6 12 20 38 $ 6,600 Field Review and Topography 4 4 12 20 $ 20,500 $ 23,980 Task 2 - Subtotal 10 16 32 58 $ - $ 20,500 $ 30,580 Field Review Documents & PES Form Preparation 6 8 10 24 $ 4,380 Preparation and Submittal of E-76 Package 4 8 20 32 $ 5,400 Quality Control Review 8 12 20 $ 4,080 Task 3 - Subtotal 18 28 30 76 $ 13,860 50% Design 8 40 80 128 $ 49,600 $ 70,720 Exhibit Preparation 2 4 12 18 $ 3,000 Stakeholder Meeting 8 4 12 $ 2,640 Comment Review Meeting 4 8 12 $ 2,400 Task 4 - Subtotal 22 56 92 170 $ 49,600 $ - $ 78,760 95% PS&E 20 44 92 156 $ 26,520 Stakeholder Meeting 8 4 12 $ 2,640 Response to Comments 2 4 4 10 $ 1,800 100% PS&E 12 28 60 100 $ 16,920 Stakeholder Meeting 4 2 6 $ 1,320 Response to Comments 2 4 4 10 $ 1,800 Bid Set PS&E 4 8 20 32 $ 22,150 $ 27,550 Task 5 - Subtotal 52 94 180 326 $ 22,150 $ - $ 78,550 Bid support 12 8 20 40 $ 750 $ 8,070 Plan Revisions 4 10 18 32 $ 5,460 Conformed Set 8 8 16 32 $ 5,760 Task 6 - Subtotal 24 26 54 104 $ 750 $ - $ 19,290 Attend Pre-construction meetings 8 4 12 $ 6,000 $ 8,640 Attend construction meetings / Site visits 28 12 40 $ 8,880 Review Submittals and Record Drawings 16 32 48 $ 9,600 Task 7 - Subtotal 52 48 0 100 $ 6,000 $ 27,120 Project Totals 314 304 388 1,006 $ 78,500 $ - $ 20,500 $ 287,280 $ 287,280 Additional City Design Support 4 16 20 $ 20,000 $ 23,360 UPRR Coordination 8 20 28 $ 5,520 PG&E Undergrounding Design 12 28 40 $ 20,000 $ 27,080 Subtotal - Optional Tasks $ 20,000 $ 20,000 $ 55,960 $ 343,240 TASK 3 – Agency Coordination and Approval CITY OF GILROY CSG Consultants, Inc. TASK 1 – Project Management and Coordination Gourmet Alley and Railroad Alley Pedestrian and Bicycle Beautification Improvements TASK 2 – Data Collection and Design Analysis TOTAL WITH OPTIONAL TASKS OPTIONAL TASKS TOTAL PROPOSED FEE TASK 4 – Preliminary Design (50%) TASK 7 – Design Support During Construction TASK 6 – Bid Phase Support TASK 5 – Construction Documents (95% through Bid Documents) DocuSign Envelope ID: F75D7F9E-11EC-4C15-AEEF-15B711F02AB0