HomeMy WebLinkAboutAgreement - Ruggeri-Jensen-Azar & Associates - Contract No. 24PW1293 - Gilroy Ice Center Street Improvements & Traffic Signal Project No. 24-RFP-PW-492 - Signed 2023-12-04City of Gilroy
Agreement/Contract Tracking
Today’s Date: December 6, 2023 Your Name: Karl Bjarke
Contract
Type:
Services over $5k - Contractor -
ENG OR DESIGN
Phone Number: 408-846-0260
Contract Effective Date:
(Date contract goes into effect)
12/4/2023
Contract Expiration Date: December 31, 2025
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Ruggeri-Jensen-Azar & Associates
8055 Camino Arroyo
Gilroy, CA 95020
Taxpayer ID: 77-0404780
Signer’s Name/Title: Arminta J. Jensen,
Executive Vice President
Contract Subject:
(no more than 100 characters)
Gilroy Ice Center Street Improvements & Traffic Signal Project
No. 24-RFP-PW-492
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$301,000
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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AGREEMENT FOR SERVICES
(For design professional contracts over $5,000)
This AGREEMENT made this 4th day of December, 2023 between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Ruggeri-Jensen-Azar & Associates, having a principal place of business at
8055 Camino Arroyo, Gilroy, CA 95020.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on December 4, 2023 and will continue in effect through
December 31, 2025 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.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total
compensation paid to CONSULTANT exceed $301,000.
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
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limitation the initial policy obtained and all subsequent policies purchased as renewals or
replacements) must show the retroactive date, and the retroactive date must be before the earlier
of the effective date of the contract or the beginning of the contract work. Claims made
Professional Liability Insurance must be maintained, and written evidence of insurance must be
provided, for at least five (5) years after the completion of the contract work. If claims made
coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a retroactive date prior to the earlier of the effective date of the contract or the beginning of the
contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage
for a minimum of five (5) years after completion of work, which must also show a retroactive date
that is before the earlier of the effective date of the contract or the beginning of the contract work.
As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall
furnish written evidence of such coverage (naming CITY, its officers and employees as additional
insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via
a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation,
or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all
required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges
and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.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 reimburse
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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
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attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement
are for convenience only and shall not be considered nor referred to for resolving questions of
interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed in
the work, or the materials used in the work, or which in any way affect the conduct of the work,
and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over
the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the
Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a
contract or subcontract to the CITY OF GILROY for public works or for goods or services to
refrain from discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any
potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of this
Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains
all the covenants and agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either 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:
Ruggeri-Jensen-Azar & Associates CITY OF GILROY
By: By:
Name: Arminta J. Jensen Name: Jimmy Forbis
Title: Executive Vice President Title: City Administrator
Social Security or Taxpayer
Identification Number 07-0404780
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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 Arminta J. Jensen, 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, Karl Bjarke
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 applicable
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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: Karl Bjarke
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Arminta J. Jensen
Ruggeri-Jensen-Azar & Associates
8055 Camino Arroyo Drive
Gilroy, CA 95020
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 consideration, or
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
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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
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
Proposal
Gilroy Ice Center
Street Improvements and
Traffic Signal 23-RFP-PW-492
12 | Page
2. PROJECT UNDERSTANDING
Project Understanding
The City of Gilroy is building The Gilroy Ice Center within the City’s Outdoor Sports Park located
at 5925 Monterey Frontage Road. The 100,000 SF ice facility will house two NHL-size hockey
rinks and a variety of supporting ancillary uses. Once complete, the City anticipates a significant
increase in public use of the Outdoor Sports Park. Access to the Gilroy Ice Center and the
Sports Park is from the Monterey Road & Monterey Frontage Road intersection. The scope of
work for the project is to construct a new traffic signal and street improvements at that
intersection and provide new street improvements (sidewalks, landscaping, curb and gutter,
street lights, and signage along Monterey Frontage Road from the newly signalized intersection
to the entrance of the Outdoor Sports Park.
Project Approach
Task 1 – Project Management and Project Meetings
RJA starts a project by conducting a kick-off meeting with key City staff. The purpose of the
kick-off meeting is to fully understand the City’s vision, requirements and preferences prior to
starting any tasks and collecting the City staff input concerning existing deficiencies and goals
for the future. Ongoing project management will be conducted throughout the life of the project
which includes coordination, administrative reporting and activities, quality assurance and
quality control. In addition to meetings with staff, the project team will attend two public
meetings and provide two alternative landscape plans and monument sign plans for
consideration. Presentation graphics will include perspective and plan views of the sign and
landscape concept plans.
Task 2 – Preliminary Engineering
A very important component of our kick-off effort involves search and review of available
documents and data and conducting a site visit. As part of the preliminary engineering task,
preliminary overall roadway alignment and intersection geometrics will be prepared for the City
to review and comment.
Task 3 – Environmental Compliance
The currently proposed roadway improvements and traffic signal were part of the original
project description for the Gilroy Sports Park and the environmental impacts were addressed
in the Gilroy Sports Park and Urban Service Area Amendment (USA 98-03) EIR, prepared in
1999 and certified by the City Council. Therefore, the mitigation measures in that EIR are
applicable to the proposed roadway improvements and traffic signal. The project is not
categorically exempt, and an initial study and mitigated negative declaration are not necessary.
The 1999 EIR is the CEQA document for the project
The proposed tasks are as follows:
1. Review the preliminary project plans for the roadway improvements and traffic signal, when
completed, to ensure the 1999 EIR adequately addressed the environmental impacts.
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
Proposal
Gilroy Ice Center
Street Improvements and
Traffic Signal 23-RFP-PW-492
13 | Page
2. Write up the CEQA findings, including evidence, for staff to use in their staff report – when
the project goes to the City Council for approval.
3. Prepare the mitigation monitoring and reporting plan, specifically for this project.
Task 4 –Surveys and Mapping
A record boundary survey, an aerial ortho photo will be provided, as well as a topography
survey will be performed and a base map of the existing site conditions will be prepared.
Task 5 – Geotechnical Investigation Report
On-site drilling and laboratory testing is included under this task in order to prepare the
geotechnical investigation report. Engineering analysis will include calculations and analysis
for pavement section design, light standard foundations, and open cut underground utility
construction. Backhoe test pits and infiltration testing will be performed where stormwater
treatment improvements are proposed. The results of the field work and the engineering
analyses results will be included in the report along with recommendations.
Task 6 – Utilities and Other Agency Coordination
In conjunction with Tasks 3, 4, and 5 mentioned above, begin coordinating with utility
companies to obtain existing utilities information and begin preparation of preliminary
stormwater management plan. Coordination efforts for electrical service will start here. Ongoing
coordination with PG&E will continue throughout the project design phase. Coordination with
other public agencies will continue for permitting purposes. This task includes time to prepare
and submit permit applications. Potholing of existing facilities at potential project improvement
conflict locations will be performed as part of the utility information gathering process.
Task 7 – Prepare 30% Submittal
Upon the City’s selection of the preferred alternative, prepare the 30% design level plan set
and cost estimate along with stormwater calculations, a table of contents list for the technical
specifications, and a project schedule update. Plan set may include the following sheets.
• Title Sheet
• Existing Conditions and Horizontal
Control Plan
• Demolition Plan
• Layout Plan
• Grading and Drainage Plan
• Utilities Plan
• Sections and Details
• Signing and Striping Plan
• Electrical Plans
• Landscaping and Irrigation Plans
• BMP
• Erosion Control Plan
Task 8 – Prepare 65% Submittal
Upon receiving the City’s comments on the 30% submittal, prepare 65% construction
documents, including draft plans, technical specifications and special provisions, and an
engineer’s probable construction cost estimate along with a response to 30% comments
document, updated stormwater calculations, stormwater management plan, and project
schedule update.
During the preparation of the 65% documents, prepare the SWPPP documents for the project.
The SWPPP will be prepared in accordance with National Pollution Discharge Elimination
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
Proposal
Gilroy Ice Center
Street Improvements and
Traffic Signal 23-RFP-PW-492
14 | Page
System (NPDES) General Permit requirements (Order No. 2009-2009 DWQ, NPDES No.
CAS000002) and will be included as part of the 65% submittal package.
Task 9 – Prepare 100% Submittal
Upon receiving the City’s comments on the 65% submittal, prepare 100% construction
documents, including plans, technical specifications and special provisions, and an engineer’s
probable construction cost estimate along with updated SWPPP documents and stormwater
calculations, a response to 65% comments document and project schedule update.
Task 10 – Prepare Bid Package
Upon receiving the City’s comments on the 100% submittal, prepare the final construction
documents that will be ready for bidding purposes and provide a final project schedule update.
Task 11 – Provide Bid Support Services
Provide responses to RFIs and support the City’s coordination efforts during the bidding
process.
Task 12 – Provide Construction Support Services
During construction of the project, support the City with any requested services as listed in the
RFP.
Client Coordination
RJA believes the key to Client coordination is dialogue. Dialogue is not merely communication
– it is two-way communication. Follow-up, gathering responses, confirming, and understanding
are all critical components to our dialogue approach. We respect the need for input from
multiple City departments and the differing perspectives held by them. For example: the
perspective of maintenance personnel is one critical component in controlling the City’s long
term costs. We also respect the fact that the City’s designated contact (City PM) must be our
central point for communications. We will work as an extension of the City’s staff, with the City
PM as our lead. In the end, our goal with City coordination is to avoid surprises, hear project
related goals and concerns, facilitate working through the issues, and then deliver a successful
project for the City of Gilroy.
Scheduling/Budget Control Tools
RJA’s key to success is our proactive
approach. We believe true proactivity
requires a perspective anchored in the
present, with an eye to the future. In
other words, “proactive” means we see
it coming, and have time to correct or
adjust. We clearly distinguish between
“commanding the activity” and
“tracking the activity”. This concept is
tabularized as follows:
Merely tracking, without real-time command over the activity, is simply an exercise in historical
data reporting, and does not achieve outcomes or influence the future. The act of commanding
an activity in real time, anticipating the future hurdles, and then planning the response is the
essence of the RJA proactive approach.
Commanding Activity
(current or anticpiated)
Tracking Mechanism
(reporting history)
Assigning Work Task Scope of Services
Updating Costs Budget
Progress & Timing Schedule
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
Proposal
Gilroy Ice Center
Street Improvements and
Traffic Signal 23-RFP-PW-492
15 | Page
This proactive approach has proven itself in the consistent, timely completion and approval of
our projects. The key is striking the balance of fulfilling requirement/processes without getting
in the way of getting the project done. Local projects tend to be of short duration and on a tight
budget. The Project Manager must have the skills to grasp real needs and issues quickly and
document efficiently. Additionally, the Project Manager must anticipate costs before they are
incurred, and personally stay attuned to all the activities as they are happening. RJA reviews
project progress with each billing. We see the potential for “scope creep” or “schedule
wandering” in time to work with staff and redirect or plan for it.
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EXHIBIT “C”
MILESTONE SCHEDULE
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15 | Page 3. PROJECT SCHEDULE RJA has prepared an anticipated schedule for the proposed project included below. DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
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EXHIBIT “D”
PAYMENT SCHEDULE
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
Team Member SCOPE OF SERVICE ITEMRJA LT NUVIS SFB GDS EMC TotalFeeTask 1 Project Management and Public Meetings$12,000.00 $5,000.00 $17,000Task 2 Data CollectionField Topo and R/W Surveying$20,000.00 $20,000Geotechnical Investigations $22,000.00 $22,000Task 3 Basis for DesignStreet Alignment$20,000.00 $20,000Prelim Signal design$9,300.00 $9,300Task 4 Prelim Entry Sign and Landscape$20,000.00 $20,000Task 5 CEQA review$5,000.00 $5,000Task 6 Prelim Joint Trench DesignIncl. BelowTask 7 Potholing and Infiltration testing$25,000.00 $5,500.00 $30,500Task 7 30%, 65% PS&E$35,000.00 $21,300.00 $22,500.00 $3,000.00 $18,000.00 $99,800Street PlansSignal PlansTechnical SpecsOpinion of Probable CostTask 8 CD 100% PS&E and SWPPP$10,000.00 $6,300.00 $5,000.00 $21,300Task 9 Bid and Construction Assistance$8,000.00 $9,200.00 $12,800.00 $30,000Task 10 Project Closeout$5,000.00 $1,100.00 $6,100Total Hours : $135,000.00 $46,100.00 $61,400.00 $35,500.00 $18,000.00 $5,000.00 90REIMBURSABLESTravel Expenses :See Note 2Direct Charges - Printing, Shipping, etc. :See Note 2Total Costs :NOTES:1. This fee estimate is based on hourly rates effective until June 30, 2024.2. Per Exhibit A Item IV of the Agreement for Services, approved direct expenses are in addition to the Total Costs shown hereon. Consultant shall obtain written approval from City prior to incurring or billing direct expenses.$301,00023-RFP-PW-492City of Gilroy, CAREV 11/10/2023FEES AND DIRECT EXPENSESforClient shall compensate Consultant for the performance of the work previously described in PROPOSAL, SCOPE OF SERVICES, and for such extras and additions as follows:Gilroy Ice Center Street Improvements and Traffic SignalIce Center Fee for the Agreement.xlsDocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A
RATE AND EXPENSE SCHEDULES
(Effective through June 30, 2024)
HOURLY RATE SCHEDULE FOR PROFESSIONAL SERVICES
Classification Rate
Senior Project Manager ....................................................................................................................... $279.00
Project Manager .................................................................................................................................... 264.00
Senior: Engineer, Surveyor, Planner ..................................................................................................... 251.00
Associate: Engineer, Surveyor, Planner ................................................................................................ 234.00
Engineer, Surveyor, Planner ................................................................................................................. 217.00
Assistant: Engineer, Surveyor, Planner ................................................................................................. 188.00
Senior Designer/Technician .................................................................................................................. 184.00
Technician ............................................................................................................................................. 163.00
Assistant Technician ............................................................................................................................. 141.00
Project Coordinator ............................................................................................................................... 125.00
Administrative Assistant ....................................................................................................................... 107.00
Clerical ................................................................................................................................................... 81.00
Field Survey Manager ........................................................................................................................... 232.00
1-Person Survey Crew .......................................................................................................................... 214.00
2-Person Survey Crew .......................................................................................................................... 328.00
3-Person Survey Crew .......................................................................................................................... 395.00
Principal ................................................................................................................................................ 295.00
Deposition/Court Appearance ........................................................................ rates are available upon request
EXPENSE SCHEDULE
Bond Copy (24"x36") ................................................................................................................... $1.50 each
Color/mylar plot (small, medium)................................................................................................. $10.00 each
Color/mylar plot (large) ................................................................................................................ $50.00 each
Xerox copy ...................................................................................................................................... $0.15 each
Color xerox copy (8½ x 11 or 11 x 17) ........................................................................................... $0.50 each
Client-Requested Overtime .......................................................................................... Hourly Rate plus 25%
All other expenses, including: Actual Cost plus 15%
Delivery Service Travel & Expenses
Outside Reproduction Filing or Permit Fees
Mileage - Auto Conference Call Expenses
Outside Consultants
ENGINEERS PLANNERS SURVEYORS
8055 CAMINO ARROYO, GILROY, CA 95020 95020 T: (408) 848-0300 / F: (408) 848-0302 / www.rja-gps.com
DocuSign Envelope ID: 61FE055D-C984-49C5-AEB8-E3BAEE51A87A