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Agreement - Advanced Design Consultants, Inc - Expires 2025-06-30
City of Gilroy Agreement/Contract Tracking Today’s Date: June 13, 2024 Your Name: Julie Oates Contract Type: Services over $5k ‐ Contractor ‐ Design Professional Phone Number: 408‐846‐0413 Contract Effective Date: (Date contract goes into effect) 12/30/2021 Contract Expiration Date: 6/30/2025 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Advanced Design Consultants, Inc. 980 Park Avenue San Jose, CA 95126 Taxpayer ID: 77‐0046221 Signer’s Name/Title: Lorenzo Rios/CEO/President Contract Subject: (no more than 100 characters) Amendment #2 ‐ Extending term of design engineering services for the City Hall Backup Generator Contract Amount: (Total Amount of contract. If no amount, leave blank) $88,000 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 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0‐$999.99 $1,000‐$49,999.99 $50,000‐$99,999.99 $100,000‐Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) Informal bid/quotation – 3 quotes (verbal or written) Purchasing Summary form w/ Purchasing Approval Purchase Requisition Payment Method Purchase Order* Informal bid/quotation – 3 written quotes Purchasing Summary form w/ City Administrator Approval Purchase Requisition Payment Method Purchase Order Formal Bid Advertisement Council Approval Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… Vendor selection at discretion of staff May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if so proprietor or partner) Informal bid/quotation – 3 quotes (verbal or written) Purchasing Summary form w/ Department Head Approval Standard Agreement Purchase Requisition Payment Method Purchase Order* Informal Bid/RFP quotation – 3 written quotes Purchasing Summary form w/ City Administrator Approval Standard Agreement Purchase Requisition Payment Method Purchase Order Formal Bid/RFP/RFQ Advertisement Council Approval Standard Agreement Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... Vendor selection at the discretion of staff Purchase Summary Form w/ Purchasing Approval Standard Agreement signed by Department Head Purchase Requisition Payment Method Purchase Order RFP/RFQ to at least 3 consultants Purchase Summary Form w/ Department Head Approval Standard Agreement Purchase Requisition Payment Method Purchase Order RFP/RFQ to a list of consultants Evaluation Spreadsheet w/ City Administrator Approval Standard Agreement Purchase Requisition Payment Method Purchase Order Formal RFP/RFQ Advertisement Council Approval Standard Agreement signed by City Administrator Purchase Requisition Payment Method Purchase Order DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/23/2023 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Elise Fisher 510-272-1435 CertsDesignPro@AssuredPartners.com License#:6003745 US Specialty Insurance Company 29599 ADVADES-03 Travelers Property Casualty Company of America 25674AdvanceDesignConsultantsInc 998 Park Avenue San Jose CA 95126 The Travelers Indemnity Company of Connecticut 25682 175187853 B X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X X Y Y 6804H952605 12/1/2023 12/1/2024 2,000,000 C 1,000,000 X X Y Y BA2R046629 12/1/2023 12/1/2024 B X X 5,000,000YCUP7866Y78712/1/2023Y 12/1/2024 5,000,000 X 0 B XYUB4P03018312/1/2023 12/1/2024 1,000,000 1,000,000 1,000,000 A Professional Liability USS2334285 12/1/2023 12/1/2024 Per Claim Aggregate Limit $2,000,000 $2,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability.Insured owns no company vehicles;therefore, hired/non-owned auto is the maximum coverage that applies. Re:City Hall Backup Generator Project 20-RFP-PW-439 City of Gilroy,its officers and employees are named as Additional Insureds as respects General and Auto Liability as required per written contract.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes Waiver of Subrogation per the attached endorsement(s).30 Days Notice of Cancellation.Professional Liability Retroactive Date:1/1/1984 30 Day Notice of Cancellation City of Gilroy,its officers and employees Public Works Department 7351 Rosanna Street Gilroy CA 95020 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6804H952605DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6804H952605 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA2R046629 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA2R046629 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB4P030183 Travelers Property Casualty Company of America 11/23/2023 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 -1- 4845-8215-5540v1 MDOLINGER\04706083 SECOND AMENDMENT TO THE AGREEMENT WITH ADVANCE DESIGN CONSULTANTS, INC. FOR ENGINEERING DESIGN SERVICES WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Advance Design Consultants, Inc. entered into that certain agreement entitled “Agreement for Services” for the City Hall Backup Generator, Project No. 20-RFP-PW-439, effective on June 30, 2020, hereinafter referred to as “Original Agreement”; and WHEREAS, City and Advance Design Consultants, Inc. have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, for valuable consideration, the parties hereto agree as follows: 1. Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Agreement will become effective on June 30, 2020 and will continue in effect through June 30, 2025 unless terminated in accordance with the provisions of Article 7 of the original Agreement. 2. This Amendment shall be effective on December 31, 2023. 3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY Advance Design Consultants, Inc. By: By: [signature] [signature] Jimmy Forbis Lorenzo Rios [employee name] [name] City Administrator CEO/President [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 367341B8-5A87-49B9-A658-0730E14F779A 6/13/2024 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 DocuSign Envelope ID: F9EF7160-7841-414E-B40E-54D393C9DB8D10/24/2022Jimmy ForbisCity AdministratorDocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- AGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 25 day of June, 2020 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Advance Design Consultants, Inc., having a principal place of business at 998 Park Avenue, San Jose, CA 95126. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 30, 2020 and will continue in effect through December 30, 2022 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”) within the time periods described in and Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above- described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -2- CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total compensation paid to CONSULTANT exceed $88,000 (includes 10% contingency). B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -3- ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -4- 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: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 -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: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -5- 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 DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -6- reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall use due professional care to comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -7- for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -8- federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.I. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: Advance Design Consultants, Inc. CITY OF GILROY By: By: Name: Lorenzo Rios Name: Jimmy Forbis Title: CEO/President Title: Interim City Administrator Social Security or Taxpayer Identification Number 770046221 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182 8/19/2020 DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Lorenzo Rios Jr., who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the Services required herein. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Eric Argamaso shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.I. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -2- 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 DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -3- applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. E. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. F. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. G. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.E of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -4- H. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. I. NOTICES. Notices are to be sent as follows: CITY: Eric Argamaso 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Lorenzo Rios Jr. 998 Park Avenue San Jose, CA 95126 J. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -5- consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- EXHIBIT “B” SCOPE OF SERVICES Overview The purpose of the project is to provide emergency backup power for the City Hall and for The Police Department from an existing 1,000 kW engine generator (1 megawatt generator). The project requires the installation of a new automatic transfer switch at the City Hall and connect it to the 1,000 kW generator located at the north side of the Police Department (PD) building. The new ATS will be sized to handle the City Hall electrical load. A new electrical feeder will be installed from the 1,000 kW emergency generator distribution board to the new ATS serving the City Hall, this feeder may include an overhead and underground cable/conduit sections. The generator controls will be modified to receive parallel start up signals from the ATS serving the Police Department and from the new ATS serving the City Hall to provide emergency electrical power to both buildings in event of a utility power loss. The City Hall has an approximate load of 128 kW. Emergency power is provided by an old 16 kW (kilowatt) generator and ATS. This generator and associated equipment do not have sufficient capacity to provide the building power requirements during a power outage. This generator and associated equipment will be disconnected from the building power distribution and abandoned in place. There is an existing 1,000 kW generator located on the north of the Police Department Building, installed in 2004. This police department has an approximate emergency power load of 280 kW and can handle the potential additional 128kW load from the City Hall. Design Approach ADC will commence the project by making an assessment of the electrical system for the building including review of past utility records, and inspection of existing electrical distribution equipment. ADC will prepare electrical loads for the essential and non-essential circuits in order to determine the required emergency power load for the building. The data from this assessment will be utilized to size the new Automatic Transfer Switch and new emergency power distribution panel. ADC will prepare electrical calculations to establish the building emergency power requirements and will prepare conceptual plans and preliminary cost estimates for staff and stakeholders review. After conceptual approval ADC will prepare plans and specifications for the 30%, 65% and 100% submittals as outlined in the RFP including plans, specifications, schedule and cost estimates. After review and approval of the construction documents by the City ADC will prepare the Bid Package as required by the delivery schedule included in the RFP. The design of this project shall include Engineering and Design Options, and permitting: 1. Engineering and Design Options a. Assessment of existing facilities to include: Examining past utility records for the existing building Inspection of existing electrical equipment for compliance to current City building code. b. Determining essential and non-essential circuit designation for the existing building. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- c. Evaluating any other electrical upgrades to the City Hall electrical system to accommodate the new backup power. d. Calculate the needed generator capacity to allow City Hall to remain fully operational to provide services to the public during a power outage. e. Produce conceptual plans and preliminary cost estimates for staff and stakeholder 5 review. One final design shall be selected for implementation. f. Prepare bid specifications and plans which are bid-ready. g. Any other reasonable and customary work required to design and prepare a bid for the construction of a backup electrical system for City Hall. 2. Permitting The upgrades to City Hall will require a building permit as well as other applicable permits, which may include permitting from the BAAQMD. The consultant will be responsible for submittals, meetings, and any follow-up correspondence required for clarification requested by the different agencies on behalf of the City. All permits issued by the City of Gilroy shall be of no cost, but the consultant is still responsible for applying for the permit Task 1: 30% Schematic Design ADC shall produce an Engineering Assessment Report and Schematic Design Drawings which shall include, but is not limited to the following: a. 30% plans: Cover sheet and plan sheet with base mapping and preliminary details. b. Documentation of outreach with franchise utility companies for facilities needed to be relocated or adjusted to grade as a result of the proposed construction activities c. Information regarding necessary permits issues d. Project schedule update e. 30% construction cost estimate f. Table of Contents list for technical specifications. During this phase ADC shall meet with the City to review the assessment and provide direction to move into next phase of project. Decisions shall be documented in meeting minutes. Task 2: 65% Design Development ADC shall address all major issues and they shall have been resolved prior to this stage. The intent of this submittal is to provide plans and project documents in sufficient detail to allow for thorough and complete review a. 65% Plans: All subcontracted work shall be accounted for in this submittal. All project details shall have been accounted for. b. Technical specifications c. Project schedule update d. 65% construction cost estimate in the form of the bid schedule e. Utility conflicts shall have been resolved or a timeline for resolution of issues has been determined. f. Responses to the City’s review comments on the 30% submittal, along with return of markups. g. Other supporting documentation as necessary. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- Task 3: 100% Construction Documents ADC shall address all issues, prior comments, and concerns in this submittal. a. 100% plans Peer review shall have been accomplished by this stage, with the statement and signature on the cover sheet. The professional shall sign, date and seal the following Certification of Peer Review on a letterhead document with the transmittal of the final plans and specifications: “The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional engineer with expertise and experience in the appropriate fields of engineering equal to or greater than the Engineer of Record, and that appropriate corrections have been made.” The Director of Public Works statement on the plans shall be on the title sheet of the project plans: “The City of Gilroy hereby accepts these plans for construction, as being in general compliance with plans preparation requirements of this agency. Responsibility for the completeness and accuracy of the plans and related designs resides with the Engineer and Engineering Firm of Record.” b. 100% specifications Reviewed bid instructions Finalized special provisions including required submittals Finalized technical specifications c. Project schedule update d. 100% construction cost estimate e. Responses to the City’s review comments on the 75% submittal, along with return of mark- ups. f. Other supporting documentation as necessary Task 4: Bid Package The bid package shall be finalized upon incorporation of the City’s final comments from the 100% submittal. Peer Review Statement shall be on the coversheet of this submittal. Submit copies and digital format (PDF and native format) of each of the documents listed below: 1. One hard copy of full sized plans (22” x 34”) stamped and signed on each sheet by the Engineer of Record and by discipline. 2. One hard copy of the specifications. 3. Special provisions. 4. Technical specifications, with cover sheet stamped and signed by all necessary disciplines. 5. Electronic copy of all final AutoCAD drawings (with x-refs and plot configuration files) in native format and pdf files on a USB drive 6. Final project schedule update. 7. Final construction cost estimate ADC will respond to all bidders’ requests for information (RFIs), and support the City’s coordination efforts to inform plan-holders of significant responses to RFIs and prepare addenda as necessary. During bidding, all proposers’ communications will be directed through the City. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- Task 5: Construction Engineering Support Services The City shall provide construction management staff that will have the primary responsibility of construction management and inspection. ADC’s point of contact will be the City’s construction manager. ADC shall provide post design services to the City during Project bidding, award, and throughout construction. The following is a minimum list of services and submittals required: 1. Attend and prepare information for an internal handoff meeting from the design team to the construction management team. Consultant shall be prepared to address: possible construction pitfalls, items for the construction management team to be aware of (special working hours, shortened timelines for submittal reviews, etc.). 2. Attend the pre-construction meeting. 3. Attend periodic construction progress meetings. 4. Participate in the final inspection and development of punch lists. 5. Respond to RFIs, which includes clarifying or providing adjustments or additional detail where necessary on the plans and specifications. Response to RFIs shall be timely in order to avoid construction delays and claims. 6. Review and respond to all submittals within the period allocated in the contract documents and as necessary to avoid construction delays and claims. 7. Review proposed substitutions, if any, for conformance to plans and technical specifications. 8. Review and make recommendations on proposed changes to the contract. 9. Prepare Record Drawings based upon red-lines provided by the contractor and field reviews. The Record Drawings shall be prepared digitally, using AutoCAD. Final Record Drawings shall be submitted electronically, in PDF and CAD format. 10. Participate in the “Lessons Learned Meeting” with all parties at the end of the project. B. Project Location The project is located at 7351 Rosanna St, Gilroy, CA 95020. C. Engineering Deliverables 1. Provide civil design drawings suitable for the scope of work as described in section A of this proposal. 2. Provide electrical detailed design drawings suitable for the scope of work as described in section A of this proposal. 3. Provide structural detailed design drawings and calculations suitable for the scope of work as described in section A of this proposal. 4. Provide one (1) PDF file and one (1) hard copy of 30%/65%/100% Plans and Specifications submittal. 5. Provide one (1) PDF file and one (1) hard copy of Issue for Bid (IFB) Plans and Specifications submittal. DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- 6. Provide four (4) sets of drawings, two (2) copies of calculations and one (1) PDF file of Issue for Permit (IFP) Plans and Specifications submittal. 7. Provide one (1) CD with AutoCAD files with “As-Built” drawings for project closeout. It is expected that CBRE will provide redlines, if any, for completing this submission. 8. Provide limited construction support services, including one site visit, reviewing equipment submittals and answering RFI’s during construction suitable for the scope of work as described in section A of this proposal. D. Project Milestones Schedule ADC has provided a detailed design schedule attached. Please review schedule below for Milestones summary: Task Start Date End Date Task Value Task 1: 30% Schematic Design 06.15.2020 07.24.2020 $28,400 Task 2: 65% Design Development 07.27.2020 09.04.2020 $18,370 Task 3: 100% Construction Documents 09.07.2020 10.23.2020 $19,470 Task 4: Bid Package 10.26.2020 11.26.2020 $1,700 Task 5: Construction Engineering Support Services TBD TBD $11,470 E. Engineering Fee Breakdown Our lump sum cost provide the engineering and design services is: $79,410 (Seventy-Nine thousand Four hundred Ten Dollars) DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 IDTask ModeTask NameDuration Start1City of Gilroy - City Hall Backup Generator Project - 20-RFP-PW-439105 daysMon 6/15/202Expected City Contract Approval0 daysMon 6/15/20330% Schematic Design (SD)30 daysMon 6/15/204SD Document Development15 daysMon 6/15/205Construction Cost Estimate 5 daysMon 7/6/206Submit to 30% SD to City for Review0 daysFri 7/10/207City Review Period10 daysMon 7/13/208Comments Provided to A/E0 daysFri 7/24/20965% Design Development (DD)30 daysMon 7/27/2010DD Document Development15 daysMon 7/27/2011Construction Cost Estimate 5 daysMon 8/17/2012Technical Specifications5 daysMon 8/17/2013Submit to 65% DD to City for Review0 daysFri 8/21/2014City Review Period10 daysMon 8/24/2015Comments Provided to A/E0 daysFri 9/4/2016100% Construction Documents (CD)35 daysMon 9/7/2017CD Document Development15 daysMon 9/7/2018Construction Cost Estimate 5 daysMon 9/28/2019Technical Specifications5 daysMon 10/5/2020Submit to 100% CD to City for Review0 daysFri 10/9/2021City Review Period10 daysMon 10/12/2022Comments Provided to A/E0 daysFri 10/23/2023Bid Package10 daysMon 10/26/2024Final Revision of CD's10 daysMon 10/26/2025Provide Issue for Bid (IFB) Package to City0 daysFri 11/6/20City of Gilroy - City Hall Backup Generator Project - 20-RFP-PW-439Expected City Contract Approval6/1530% Schematic Design (SD)SD Document DevelopmentConstruction Cost Estimate Submit to 30% SD to City for Review 7/10City Review PeriodComments Provided to A/E 7/2465% Design Development (DD)DD Document DevelopmentConstruction Cost Estimate Technical SpecificationsSubmit to 65% DD to City for Review 8/21City Review PeriodComments Provided to A/E 9/4100% Construction Documents (CD)CD Document DevelopmentConstruction Cost Estimate Technical SpecificationsSubmit to 100% CD to City for Review 10/9City Review PeriodComments Provided to A/E 10/23Bid PackageFinal Revision of CD'sProvide Issue for Bid (IFB) Package to City 11/6MWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMWFSTTSMJun 7, '20Jun 14, '20Jun 21, '20Jun 28, '20Jul 5, '20Jul 12, '20Jul 19, '20Jul 26, '20Aug 2, '20Aug 9, '20Aug 16, '20Aug 23, '20Aug 30, '20Sep 6, '20Sep 13, '20Sep 20, '20Sep 27, '20Oct 4, '20Oct 11, '20Oct 18, '20Oct 25, '20Nov 1, '20Nov 8, '20Nov 15, '20Nov 22, '20TaskSplitMilestoneSummaryProject SummaryExternal TasksExternal MilestoneInactive TaskInactive MilestoneInactive SummaryManual TaskDuration-onlyManual Summary RollupManual SummaryStart-onlyFinish-onlyDeadlineProgressManual ProgressPage 1Project: Schedule - City of Gilroy -Date: Thu 6/4/20DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 4845-6718-3385v1 LAC\04706083 -1- EXHIBIT “D” PAYMENT SCHEDULE DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 PRINCIPAL PROJECT MANAGER ARCHITECT/ STRUCTURAL /CIVIL SENIOR ENGINEER DESIGN ENGINEER REVIT/CADD DESIGNER CADD DRAFTER CLERICAL TOTAL HOURS $28,400 Kick-Off Meeting 2 2 0 2 4 0 4 2 16 $2,300 Mobilization / Programming / Scheduling 2 2 0 2 2 0 2 0 10 $1,670 Field Work / As-Builting (ASMEP)0 2 8 8 24 0 24 0 66 $9,120 Architectural Schematic Design 0 0 0 0 0 0 0 0 0 $0 Civil Schematic Design 0 2 8 0 0 0 8 0 18 $2,760 Structural Schematic Design 0 0 0 0 0 0 0 0 0 $0 Mechanical Schematic Design 0 0 0 0 0 0 0 0 0 $0 Electrical Schematic Design 2 4 0 12 16 0 32 0 66 $8,740 Piping Schematic Design 0 0 0 0 0 0 0 0 0 $0 Fire Alarm Schematic Design 0 0 0 0 0 0 0 0 0 $0 HPM / FP Schematic Design 0 0 0 0 0 0 0 0 0 $0 Quality Assurance/Control 1 2 0 2 4 0 4 0 13 $1,910 30% SD Review Meeting 2 4 0 4 0 0 0 0 10 $1,900 $18,370 Architectural Detailed Design 0 0 0 0 0 0 0 0 0 $0 Civil Detailed Design 0 2 8 0 0 0 8 0 18 $2,760 Structural Detailed Design 2 1 8 0 0 0 8 0 19 $3,060 Mechanical Detailed Design 0 0 0 0 0 0 0 0 0 $0 Electrical Detailed Design 2 4 0 12 16 0 32 0 66 $8,740 Piping Detailed Design 0 0 0 0 0 0 0 0 0 $0 Fire Alarm Detailed Design 0 0 0 0 0 0 0 0 0 $0 HPM / FP Detailed Design 0 0 0 0 0 0 0 0 0 $0 Quality Assurance/Control 1 2 0 2 4 0 4 0 13 $1,910 60% DD Review Meeting 2 4 0 4 0 0 0 0 10 $1,900 $19,470 Architectural Construction Design 0 0 0 0 0 0 0 0 0 $0 Civil Construction Design 0 1 4 0 0 0 4 0 9 $1,380 Structural Construction Design 2 2 8 0 0 0 8 0 20 $3,240 Mechanical Construction Design 0 0 0 0 0 0 0 0 0 $0 Electrical Construction Design 2 4 0 8 16 0 32 40 102 $11,040 Piping Construction Design 0 0 0 0 0 0 0 0 0 $0 Fire Alarm Construction Design 0 0 0 0 0 0 0 0 0 $0 HPM / FP Construction Design 0 0 0 0 0 0 0 0 0 $0 Quality Assurance/Control 1 2 0 2 4 0 4 0 13 $1,910 100% CD Review Meeting 2 4 0 4 0 0 0 0 10 $1,900 $1,700 Bid-Walk Meeting Support 0 2 0 2 0 0 0 0 4 $710 Bid-Walk RFI/Addenda Support 0 2 0 2 2 0 0 0 6 $990 $11,470 Pre-Construction Meeting (on-site)0 2 0 2 0 0 0 0 4 $710 Periodic Construction Progress Meetings (qty. 12)0 12 0 12 0 0 0 0 24 $4,260 RFI Support/Responses 0 2 0 8 4 0 0 0 14 $2,320 Submital Review 0 2 0 8 4 0 0 0 14 $2,320 As-Built and Close-Out 0 2 0 4 0 0 8 0 14 $1,860 Subtotal Hours 23 68 44 100 100 0 182 42 RATE $240 $180 $200 $175 $140 $140 $100 $75 PERSONNEL COST $5,520 $12,240 $8,800 $17,500 $14,000 $0 $18,200 $3,150 TASK 1: 30% SCHEMATIC DESIGN (SD) ENGINEERING SERVICES Fee Proposal to the City of Gilroy Project: City Hall Backpu Generator Project 20-RFP-PW-439 PERSONNEL TASK TOTAL VALUETASK DESCRIPTION LUMP SUM TOTAL $79,410 TASK 2: 65% DESIGN DEVELOPMENT (DD) TASK 3: 100% CONSTRUCTION DOCUMENTS (CD) TASK 4: BID PACKAGE TASK 5: CONSTRUCTION SUPPORT DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536 998 Park Avenue San Jose, CA 95126 P: 408.297.1881 | F: 408.294.3186 www.adcengineers.com REV017.217 CHARGE HOURLY RATE SCHEDULE Effective January 1st Through December 31st, 2022 Item Discipline Billing Rate 0001 Principal/Senior Manager $240.00 0002 Project Manager $180.00 0003 Cost Estimator $160.00 0004 Architect $200.00 0005 Architect‐Designer $165.00 0006 Structural Engineer $190.00 0007 Structural Designer $165.00 0008 Mechanical Engineer $175.00 0009 Mechanical Designer $140.00 0010 Electrical Engineer $175.00 0011 Electrical Designer $140.00 0012 Civil Engineer $190.00 0013 Geotechnical Engineer $175.00 0014 Drafter $100.00 0015 Spec Writer $115.00 0016 Clerical $75.00 These hourly rates are based on personnel salaries, overhead, mark-up, and profit. MISCELLANEOUS FEES The following services are billed at 10% mark-up: • Subcontracted services (including Consultants, Contractors, Legal, and materials). • Permit fees or filing fees advanced by us. • Transportation, meals and lodging for overnight travel and incidental travel expenses. • Commercial delivery services, including Federal Express, Express Mail and Messenger Services. • Excessive long distance telephone calls, telegrams, and other costs directly applicable to the project. • Outside printing services. • Additional project insurance. MILEAGE ....................................................................... $ .575/mile or Current allowable rate established by the IRS DocuSign Envelope ID: B8D7FF7A-CE95-4A8C-8305-95DEE2938182DocuSign Envelope ID: 4CDD4A38-5F6E-48D4-BA37-D8AB02655536