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CITY: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
With a copy to: City of Gilroy
Attn: Director, Utilities Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
CONTRACTOR: Jonathan Marshall, PE
Carollo Engineers Inc.
2795 Mitchell Drive
Walnut Creek, CA 94598
or to such other address as either party may from time to time specify in writing to the other party in accordance with this paragraph.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the next business day (if faxed or emailed after 5:00 p.m.) K. Severability
If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible.
L. Survival Clause
CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights and remedies, as provided in this Agreement, survive the expiration or any termination of this Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B.
M. Waiver
Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR, or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
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term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by CONTRACTOR.
N. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility.
Executed at Gilroy, California, on the date and year written below.
CONTRACTOR: CITY:
Carollo Engineers Inc. CITY OF GILROY
By: By:
Name: Jonathan Marshall, PE Name: Matt Morley
Title: Vice President/Project Manager Title: City Administrator Social Security or Taxpayer
Date:
Identification Number 86-0899222
Approved as to Form
ATTEST:
City Attorney
City Clerk
By: _________________________________
Name: Darren Baune
Title: Vice President
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EXHIBIT A
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To accomplish that end, CONTRACTOR agrees to assign Jonathan Marshall, PE, 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, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision, and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this Agreement, Bret Swain will be the designated CITY contact person(s). The Notice to Proceed may be in the form of email, letter or fax authorizing commencement of the Services. The Notice to Proceed shall be given in accordance with Article 9.J of this Agreement or may be given by email.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY will make a determination of completion within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure to make such a determination of completion within two (2) weeks shall be deemed to constitute CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance.
III. PAYMENT OF FEES AND DIRECT EXPENSES
Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be obligated to pay for those direct expenses that have been previously approved in writing by CITY.
CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct expenses.
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Copies of pertinent financial records, including, without limitation, invoices, must be included with the submission of billing(s) for all direct expenses.
IV. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR 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 CONTRACTOR’s representations and warranties regarding its skills, qualifications and licenses.
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 will 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 will be that used by CITY for similar purposes.
If such deliverables are required under this Agreement, 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 will include his or her name and license number. Interim documents will 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 will bear the signature and seal of that licensee and the date of signing and sealing or stamping.
B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
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, without limitation, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR, 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 CONTRACTOR, all of which will be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request.
C. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without limitation, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and will 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 Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
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CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR 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.
D. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.
E. OWNERSHIP OF MATERIAL.
All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request (whether during or after the term of this Agreement), but CONTRACTOR may retain and use copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered shall become the property of the CITY, but they shall remain the property of CONTRACTOR prior to the delivery thereof.
CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party, and any claims arising out of an actual or alleged breach of this representation and warranty shall be subject to CONTRACTOR’s obligations pursuant to Article 5.D.
Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any time for any work, whether or not associated with the Services rendered under this Agreement.
However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR from, damages resulting from the use of the Materials for work other than for the Services, including, without limitation, the release of Materials to third parties for work other than on the Services rendered under this Agreement.
F. FEDERAL OR STATE FUNDING REQUIREMENTS.
☐ If the box to the left of this sentence is checked, this Agreement involves Federal or State funding and the requirements of this Section IV.F, below, apply.
1. DBE Program
CONTRACTOR 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.
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2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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, CITY shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the price or consideration specified in this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or other consideration.
4. Byrd Anti-Lobbying Amendment
If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352.
5. Additional Federal Requirements
If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR 200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,” which are incorporated herein by reference as though fully set forth.
G. PREVAILING WAGE REQUIREMENTS.
If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article 5, the following requirements apply:
1. Payment of Prevailing Wages
CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no less than the applicable prevailing wage rate.
2. Prevailing Wage Rates
The prevailing wage rate of per diem wages is available online at the following website:
https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONTRACTOR and all Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
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subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and shall make them available to any interested party upon request.
3. Penalties for Violations
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under Labor Code Sections 1720 through 1861.
4. Payroll Records
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. CONTRACTOR and all subcontractors shall also furnish records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner required by Labor Code Section 1771.4.
5. Apprentices
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6, and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to the standards enumerated in Labor Code Section 1777.7.
6. Working Hours
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through 1815, including but not limited to restricting working hours on public works contracts to eight (8) hours a day
7. Contractor and Subcontractor Registration Requirements CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Business and Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded.
8. Compliance Monitoring and Enforcement
This Agreement and the Services provided thereunder are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
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EXHIBIT B
SCOPE OF SERVICES
The Scope of Work includes, but is not limited to, the following:
• Consultant shall furnish all technical and professional labor and materials needed to provide requested engineering design services. Any authorized design work shall meet all applicable City’s Standard Details and specifications, State Laws such as Title 22, DDW Regulations, SWRCB Regulations, the most recent Caltrans Plans and Specifications, and as directed by the Director of Utilities.
• Consultants shall be knowledgeable and familiar with permitting processes for CalTrans, UPRR, Valley Water, DWR, BAAQMD, DDW, RWQCB, SWRCB, USACE, DFW, and other applicable local, State and federal agencies relevant to the development of the projects. • Provide on-call civil engineering and other project related services on an on-call, as needed basis per individual Work Authorization(s).
• Provide civil engineering design and/or construction management services for repairs, replacements, and improvements of the City's water and sewer infrastructure. • Provide project and program management services, as needed, to support water and sewer infrastructure repair, replacement, and improvement projects for the City. • Provide in-house personnel or sub-consultants as needed to fully support the development of projects.
• Provide the full range of engineering services through various project phases as needed to complete projects.
• Review and develop standard plans, specifications, and engineering estimates. • Assist Utilities in managing the bidding of public construction projects, including, but not limited to: issuing project bid packages; responding to requests for information (RFIs); issuing contract addendums; and drafting staff reports with recommendations for City Council action. • During construction: make on-site visits; inspect construction; review material submittals, shop drawings, and test results; respond to RFIs; draft change orders; and review pay estimates. • Provide Hydraulic Modeling services as needed to support projects including, but not limited to:
modeling pressure zones, HGLs and flows under various scenarios within existing or proposed systems.
• Provide Hydrology/Hydraulic Design and Studies, including, but not limited to: flood, subsurface, and stormwater runoff drainage; soil stability and infiltration; erosion and Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
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sedimentation control; stormwater detention; and clean water treatments (i.e., green infrastructure).
• Ensure that all materials including, but not limited to, computer information, data and source code, CAD, GIS files, hydraulic modeling files and raw data, sketches, tracings, drawings, plans, documents, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared shall be provided to City upon its request per Exhibit A Specific Provisions, Section IV, E of the Agreement. • Services may include the provision of staff augmentation for limited terms to support the City’s staff resources where project work exceeds in-house staff capacity. • Any other engineering services necessary to plan, estimate, study, design, bid and construct a project, or to evaluate, analyze or study the existing water or sewer system or proposed improvements scenarios.
On-call Work Authorizations
Upon written request from the City, the Consultant shall advise the City in writing of the proposed scope of services to be provided for each assignment, the proposed not-to-exceed cost for each of the services and the estimated time to perform each of the services. The Consultant shall not proceed to perform any such assignments until the City and Consultant have agreed upon a written detailed scope of work, a detailed cost proposal, a schedule to complete the Scope of work, an estimated period for performance for which the consultant anticipates the work is expected to be performed, and the City has given its written authorization to proceed. The detailed Scope of Work shall clearly break out each identifiable task to be performed and all activities necessary to perform each task. The Scope of Work shall include any assumptions made in preparing the Scope of Work.
The detailed cost proposal shall be provided as a spreadsheet identifying each personnel performing each task, the number of hours associated with said personnel, the hourly rate for said personnel, any overhead costs associated with each task, the cost for each of the personnel/overhead and by each task, and a total cost (Not to Exceed). Hourly rates shall conform with those provided in the SOQ. The cost shall be formatted in a not to exceed at cost estimate (number of person-hours multiplied by the current billing rates of the Consultant) for each Scope of Work item to be performed. If the cost proposal, or portions thereof, is acceptable, the City may then determine to issue a work authorization for the proposed Scope of work, or portions thereof, at the City's discretion and signed by the Utilities Director.
Additional Services
The need for additional types of services may be required during the term of the contract. The Consultant shall submit a cost estimate and fee schedule for any additional staff, subconsultants and equipment, which may be directly involved in the work outside of the scope of services above.
The cost estimate shall be on time and materials not to exceed basis. If the cost estimate and fees are deemed acceptable to the City, a work authorization may be issued approving the additional services. In no case shall the services, including additional services, awarded in the agreement exceed the annual contract amount.
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Compensation for specific projects or tasks shall be on a time and materials basis not to exceed the cost proposal authorized in the written Work Authorization. Work on tasks or projects shall not proceed without written work authorization by the City.
The method of payment shall be in accordance with the agreed upon fee schedule based on hourly rates and unit costs set forth in the Consultant’s Fee Schedule. Personnel costs shall be provided as the fully loaded hourly fees, including all overhead and mark-ups, for each team member shall be provided in the fee schedule. Direct cost shall be provided as the fully loaded unit costs. The fee schedule shall be provided for each year of the contract, and valid for the entire contract term.
The fees for each year shall be shown, price escalators shall not exceed 3% per each year of the Contract.
Unless otherwise agreed upon by the City, payment is to be commensurate with the work completed and may be paid on the basis of work progress. Progress payment requests shall be submitted to the City for review and approval within five (5) business days from the last working day of that month. Payment will occur following receipt of an invoice from the Consultant and approval of the invoice by the City. When approved for payment, payment will occur within thirty (30) days after receipt of an approved invoice.
The total contract amount awarded for the initial three-year term of the contract is in the amount not to exceed $450,000 combined aggregate between all firms selected for On-Call Engineering Services.
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EXHIBIT C
MILESTONE SCHEDULE
All services within this agreement will be conducted on an on-call basis whenever services are requested through writtern authorization by the CITY.
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EXHIBIT D
PAYMENT SCHEDULE
See Attached Fee Schedule
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B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 1 FEE SCHEDULE
CAROLLO ENGINEERS, INC.
FEE SCHEDULE
FOR
CITY OF GILROY
ON-CALL UTILITIES ENGINEERING SERVICES
PROJECT NO. 26-RFQ-UT-334
Billing Classification Hourly Rates
Engineers/Scientists 2026 2027 2028 2029 2030 2031
Staff Professional I $230.00 $236.00 $243.00 $250.00 $257.00 $264.00 Staff Professional II 240.00 247.00 254.00 261.00 268.00 276.00 Professional I 260.00 267.00 275.00 283.00 291.00 299.00 Professional II 280.00 288.00 296.00 304.00 313.00 322.00 Project Professional I 300.00 309.00 318.00 327.00 336.00 346.00 Project Professional II 320.00 329.00 338.00 348.00 358.00 368.00 Lead Project Professional I 340.00 350.00 360.00 370.00 381.00 392.00 Lead Project Professional II 350.00 360.00 370.00 381.00 392.00 403.00 Senior Professional I 360.00 370.00 381.00 392.00 403.00 415.00 Senior Professional II 375.00 386.00 397.00 408.00 420.00 432.00 Technicians
CAD Drafter 220.00 226.00 232.00 238.00 245.00 252.00
BIM Designer 1 240.00 247.00 254.00 261.00 268.00 276.00 BIM Designer 2 260.00 267.00 275.00 283.00 291.00 299.00 Senior BIM Designer 286.00 294.00 302.00 311.00 320.00 329.00 Construction Management and Operations
Field Professional 258.00 265.00 272.00 280.00 288.00 296.00 Resident Engineer 276.00 284.00 292.00 300.00 309.00 318.00 Inspector 300.00 309.00 318.00 327.00 336.00 346.00
Supervising Cost Estimator / Resident Eng. 324.00 333.00 342.00 352.00 362.00 372.00 Resident Engineer 365.00 375.00 386.00 397.00 408.00 420.00 Construction Manager 365.00 375.00 386.00 397.00 408.00 420.00 Resident Project Representative 370.00 381.00 392.00 403.00 415.00 427.00 Principal Construction Manager 384.00 395.00 406.00 418.00 430.00 442.00 Support Staff
Administrative Assistant 160.00 164.00 168.00 173.00 178.00 183.00 Document Processor I 176.00 181.00 186.00 191.00 196.00 201.00 Document Processor II 192.00 197.00 202.00 208.00 214.00 220.00 Lead Document Processor 217.00 223.00 229.00 235.00 242.00 249.00 Project Services Administrator 221.00 227.00 233.00 239.00 246.00 253.00 Senior Project Services Administrator 248.00 255.00 262.00 269.00 277.00 285.00 Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 2 FEE SCHEDULE
CAROLLO ENGINEERS, INC.
FEE SCHEDULE
FOR
CITY OF GILROY
ON-CALL UTILITIES ENGINEERING SERVICES
PROJECT NO. 26-RFQ-UT-334
Other Direct Expenses
Travel and Subsistence at Cost
Mileage at IRS Reimbursement Rate $0.725 per mile
Subconsultant Cost + 10%
Other Direct Cost Cost + 10%
Expert Witness Hourly Rate x 2.0
This fee schedule is subject to annual revisions up to 3% due to labor adjustments on January 1 of each year. * Note that prevailing wage rates are for straight time only.
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B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 3 FEE SCHEDULE
CAROLLO ENGINEERS, INC.
FEE SCHEDULE
FOR
CITY OF GILROY
ON-CALL UTILITIES ENGINEERING SERVICES
PROJECT NO. 26-RFQ-UT-334
Staff identified in the proposal are listed below with their associated billing classification. Projects will be managed from our headquarters and largest office located in Walnut Creek, California. This office has 165 professional, technical, and administrative staff members, including more than 90 engineers and specialists.
Carollo has more than 200 staff across Northern California and more than 1,900 total employees. Billing classifications for staff working not listed in the proposal will be provided with project fee estimates.
Staff Billing Classification
Crissy Henderson Lead Project Professional I
Elaine Simmons Lead Project Professional I
Emily Platt Staff Professional I
Erik Bahneman Lead Project Professional I
Felicia James Lead Project Professional I
Jacob Tejeras Resident Engineer
James Doering Senior Professional II
Jason Rozgony Senior Professional II
Jill Kjelson Project Professional
Jon Marshall Senior Professional II
Justin Peterson Project Professional II
Kaushik Punyamurtula Project Professional II
Kevin Marshall Senior BIM Designer
Kyle Gourley Project Professional II
Matthew Huang Project Professional
Nico Ordonez Staff Professional II
Randy Buckman Construction Manager
Ron Baker Field Professional
Ryan Hook Lead Project Professional I
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B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 4 FEE SCHEDULE
Annual Escalation Rate: 3.0% (applied to each prior-year rate; change here to re-flow all years) Name Employee Type Office Location Fee Schedule Classification 2026 2027 2028 2029 2030 2031 Abimael Ramirez Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Aidan Crawford Laboratory Technician Sacramento Technician $120 $124 $127 $131 $135 $139 Amando Castro Senior Engineer I Sacramento Senior Engineer I $205 $211 $217 $224 $231 $238 Anvesh Kamasani Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Benjamin Crawford Principal Sacramento Principal $320 $330 $339 $350 $360 $371 Bradley Fitch Senior Technician Santa Rosa Technician $120 $124 $127 $131 $135 $139 Brett Peters Laboratory Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Briana Babauta Project Coordinator Sacramento Project Coordinator $135 $139 $143 $148 $152 $157 Carlos Brathwaite Laboratory Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Carlos Ramirez Special Inspector Sacramento Lab Special Inspector $140 $144 $149 $153 $158 $162 Carmelo Pagan Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Chase Peterson Staff Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Chris Trumbull Senior Project Manager Sacramento Senior Project Manager I $255 $263 $271 $279 $287 $296 Clay Worley Project Manager II Santa Rosa Project Manager II $245 $252 $260 $268 $276 $284 Daniel Fruchter Special Inspector Santa Rosa Special Inspector $140 $144 $149 $153 $158 $162 David Castro Senior Engineer I Modesto Senior Engineer I $205 $211 $217 $224 $231 $238 David Hunter Staff Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Derek Koi Laboratory Technician Sacramento Technician $120 $124 $127 $131 $135 $139 Devon Musgrow Laboratory Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Dominic Menor Staff Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Edyyt Mauricio Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Ellen Tiedemann Project Manager I Seattle Project Manager I $210 $216 $223 $229 $236 $243 Eric Carrasco Laboratory Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Eric Hildebrandt Project Engineer I Sacramento Project Engineer I / Geologist I $150 $155 $159 $164 $169 $174 Eric Nichols Principal Sacramento Principal $320 $330 $339 $350 $360 $371 Erik Spence Staff Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Gary Manhart Senior Project Manager Eureka Senior Project Manager I $255 $263 $271 $279 $287 $296 George Iakovkin Senior Technician Santa Rosa Technician $120 $124 $127 $131 $135 $139 Hannah Pieri Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Jarod Slinkard Laboratory Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Jasmine Bekkaye Project Engineer II Sacramento Project Engineer II / Geologist II $160 $165 $170 $175 $180 $185 Jason Toledo Field Technician Chico Technician $120 $124 $127 $131 $135 $139 Jennifer Genetti Project Geologist III Ukiah Project Engineer III / Geologist III $180 $185 $191 $197 $203 $209 Jerry Pannell Staff Technician Chico Technician $120 $124 $127 $131 $135 $139 Jesus Reyes Project Engineer I Fresno Project Engineer I / Geologist I $150 $155 $159 $164 $169 $174 Jet Archuleta Project Engineer I Sacramento Project Engineer I / Geologist I $150 $155 $159 $164 $169 $174 John Dietrich Project Manager I Chico Project Manager I $210 $216 $223 $229 $236 $243 John Hyslop Project Manager I Santa Rosa Project Manager I $210 $216 $223 $229 $236 $243 John Miller Special Inspector Sacramento Special Inspector $140 $144 $149 $153 $158 $162 Johnathan Wright Project Manager I Sacramento Project Manager I $210 $216 $223 $229 $236 $243 Joshua Hansel Project Geologist I Sacramento Project Engineer I / Geologist I $150 $155 $159 $164 $169 $174 Justin Outlaw Technician Modesto Technician $120 $124 $127 $131 $135 $139 Kassandra Valencia Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Keiko Lewis Project Manager II Sacramento Project Manager II $245 $252 $260 $268 $276 $284 Kelly Joyce Staff Technician Eureka Technician $120 $124 $127 $131 $135 $139 Kennedy Hauder Project Engineer II Sacramento Project Engineer II / Geologist II $160 $165 $170 $175 $180 $185 Krishna Adhikari Senior Engineer II Sacramento Senior Engineer II $225 $232 $239 $246 $253 $261 Krystal Toledo Project Coordinator Sacramento Project Coordinator $135 $139 $143 $148 $152 $157 Lee Yang Laboratory Technician Sacramento Technician $120 $124 $127 $131 $135 $139 Lesli Hunter Administrative Sacramento Administrative Assistant $120 $124 $127 $131 $135 $139 Lois Kearney Project Geologist I Sacramento Project Engineer I / Geologist I $150 $155 $159 $164 $169 $174 Lori Getchel Administrative Assistant Sacramento Administrative Assistant $120 $124 $127 $131 $135 $139 Marco Luis Cueto Administrative Assistant Sacramento Administrative Assistant $120 $124 $127 $131 $135 $139 Maria Johnson Project Engineer II Sacramento Project Engineer II / Geologist II $160 $165 $170 $175 $180 $185 Marvin Pohl Special Inspector Sacramento Lab Special Inspector $140 $144 $149 $153 $158 $162 Matthew Julien Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 McKenna Thompson Project Coordinator Sacramento Project Coordinator $135 $139 $143 $148 $152 $157 Mikaela Cantiller Administrative Assistant Sacramento Administrative Assistant $120 $124 $127 $131 $135 $139 Mike Mosunic Administrative Assistant Sacramento Administrative Assistant $120 $124 $127 $131 $135 $139 Naerika Reihani Hosein Abad Project Engineer I Sacramento Project Engineer I / Geologist I $150 $155 $159 $164 $169 $174 Nathan Burton Senior Technician Santa Rosa Technician $120 $124 $127 $131 $135 $139 Nathaniel Lindo Drafter Sacramento Drafter $125 $129 $133 $137 $141 $145 Oscar Rincon Staff Engineer Sacramento Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Crawford & Associates, Inc. — Employee Billing Rates by Classification Rates per 2026 Fee Schedule (expires 12/31/2026). Projected 2027–2031 at the escalation rate below.
Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 5 FEE SCHEDULE
Reid Mather Staff Engineer Eureka Staff Engineer / Geologist $140 $144 $149 $153 $158 $162 Reynicole Gilbert Senior Engineer I Sacramento Senior Engineer I $205 $211 $217 $224 $231 $238 Robert Hill Construction Services Directo Modesto Construction Services Director $255 $263 $271 $279 $287 $296 Ryan Houghton Senior Engineer I Ukiah Senior Engineer I $205 $211 $217 $224 $231 $238 Sharra Carr Senior Project Coordinator Sacramento Project Coordinator $135 $139 $143 $148 $152 $157 Shawn Leyva Principal Sacramento Principal $320 $330 $339 $350 $360 $371 Spencer Chaney Staff Technician Eureka Technician $120 $124 $127 $131 $135 $139 Stephen Carter Senior Geologist Sacramento Senior Geologist $180 $185 $191 $197 $203 $209 Stephen Plauson Senior Project Manager II Fresno Senior Project Manager II $305 $314 $324 $333 $343 $354 Taha Ashoori Senior Engineer II LA/Orange County Senior Engineer II $225 $232 $239 $246 $253 $261 Taylor Latimer Project Manager II Sacramento Project Manager II $245 $252 $260 $268 $276 $284 Ted Crump Project Manager II Santa Rosa Project Manager II $245 $252 $260 $268 $276 $284 Titus McLendon Staff Technician Modesto Technician $120 $124 $127 $131 $135 $139 Trinity Schuck Technician Chico Technician $120 $124 $127 $131 $135 $139 Tristan von Junsch Staff Technician Santa Rosa Technician $120 $124 $127 $131 $135 $139 Zachary Zamora Staff Technician Sacramento Lab Technician $120 $124 $127 $131 $135 $139 Zack Hansen Drafter Ukiah Drafter $125 $129 $133 $137 $141 $145 Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 6 FEE SCHEDULE
Crawford & Associates, Inc.
Schedule of Other Direct Costs — 2026 through 2031
2026 unit costs per Crawford & Associates 2026 Fee Schedule. Years 2027–2031 projected at 3.0% annual escalation, compounded.
Description of Item 2026 2027 2028 2029 2030 2031
Mileage Costs $ 0.75 $ 0.77 $ 0.80 $ 0.82 $ 0.84 $ 0.87 Mileage Costs (IRS) $ 0.73 $ 0.75 $ 0.77 $ 0.80 $ 0.82 $ 0.85 Vehicle Charge $ 25.00 $ 25.75 $ 26.52 $ 27.32 $ 28.14 $ 28.98 Per Diem (Lodging & Meals) $ 350.00 $ 360.50 $ 371.31 $ 382.45 $ 393.93 $ 405.75 Permit Fees $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
ERIS (Record Search) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Traffic Control - Major (DBE) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Traffic Control - Minor (Non-DBE, Non-PW) $ 500.00 $ 515.00 $ 530.45 $ 546.36 $ 562.75 $ 579.64 Drilling Including DTP $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Drilling $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Concrete Testing Equipment (Slump, Unit Wt, Air) $ 65.00 $ 66.95 $ 68.96 $ 71.03 $ 73.16 $ 75.35 Core Machine with Generator & Hand Auger $ 2,700.00 $ 2,781.00 $ 2,864.43 $ 2,950.36 $ 3,038.87 $ 3,130.04 Core Box $ 18.00 $ 18.54 $ 19.10 $ 19.67 $ 20.26 $ 20.87 Hand Auger $ 210.00 $ 216.30 $ 222.79 $ 229.47 $ 236.36 $ 243.45 Hot Mix Asphalt Patching (1st Core) ** $ 1,050.00 $ 1,081.50 $ 1,113.94 $ 1,147.36 $ 1,181.78 $ 1,217.24 Hot Mix Asphalt Patching (2 or more) ** $ 500.00 $ 515.00 $ 530.45 $ 546.36 $ 562.75 $ 579.64 NDT Weld Testing Wquipment UT/MT/PT $ 75.00 $ 77.25 $ 79.57 $ 81.95 $ 84.41 $ 86.95 Nuclear Density Guage $ 30.00 $ 30.90 $ 31.83 $ 32.78 $ 33.77 $ 34.78 Percolation / Infiltration Testing Equipment $ 210.00 $ 216.30 $ 222.79 $ 229.47 $ 236.36 $ 243.45 Seismic Survey Equipment (24 channel) $ 1,835.00 $ 1,890.05 $ 1,946.75 $ 2,005.15 $ 2,065.31 $ 2,127.27 Seismic Data Processing $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Seismic Data Processing (1dS) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Seismic Data Processing (2dS) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Seismic Data Processing (2dS w/ CA Stamp) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Bolt Tensioning Devise - Skidmore $ 65.00 $ 66.95 $ 68.96 $ 71.03 $ 73.16 $ 75.35 Steel Liners (MCAL) $ 12.00 $ 12.36 $ 12.73 $ 13.11 $ 13.51 $ 13.91 Survey Equipment - Liquid Level $ 155.00 $ 159.65 $ 164.44 $ 169.37 $ 174.45 $ 179.69 Survey Equipment - Tripod, Level and Rod $ 155.00 $ 159.65 $ 164.44 $ 169.37 $ 174.45 $ 179.69 Wildcat DCP Equipment ** $ 785.00 $ 808.55 $ 832.81 $ 857.79 $ 883.52 $ 910.03 Wildcat DCP Tips $ 21.00 $ 21.63 $ 22.28 $ 22.95 $ 23.64 $ 24.34 EZ Frisk Software Use $ 2,350.00 $ 2,420.50 $ 2,493.11 $ 2,567.91 $ 2,644.95 $ 2,724.29 Torque Wrench $ 25.00 $ 25.75 $ 26.52 $ 27.32 $ 28.14 $ 28.98 4x8 Cylinders Mold $ 10.00 $ 10.30 $ 10.61 $ 10.93 $ 11.26 $ 11.59 Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 7 FEE SCHEDULE
Description of Item 2026 2027 2028 2029 2030 2031
6x12 Cylinder Mold $ 12.00 $ 12.36 $ 12.73 $ 13.11 $ 13.51 $ 13.91 Proof Load Ram & Pump $ 55.00 $ 56.65 $ 58.35 $ 60.10 $ 61.90 $ 63.76 Sand Cone Equipment $ 7.00 $ 7.21 $ 7.43 $ 7.65 $ 7.88 $ 8.11 Moisture Emission Test Kit $ 75.00 $ 77.25 $ 79.57 $ 81.95 $ 84.41 $ 86.95 Sieve Analysis w/#200 Wash (D6913) $ 240.00 $ 247.20 $ 254.62 $ 262.25 $ 270.12 $ 278.23 Sieve Analysis w/out #200 Wash (D6193) $ 180.00 $ 185.40 $ 190.96 $ 196.69 $ 202.59 $ 208.67 Sieve Analysis with Hydrometer (D6913/D7928) $ 490.00 $ 504.70 $ 519.84 $ 535.44 $ 551.50 $ 568.04 #200 Wash (D1140) $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 Hydrometer Analysis (D7928) $ 310.00 $ 319.30 $ 328.88 $ 338.75 $ 348.91 $ 359.37 Seive Analysis - Mass Grain Size (Scour) (D6913) $ 2,500.00 $ 2,575.00 $ 2,652.25 $ 2,731.82 $ 2,813.77 $ 2,898.19 Atterberg Limits Multipoint (D4318) $ 290.00 $ 298.70 $ 307.66 $ 316.89 $ 326.40 $ 336.19 Atterberg Limits Single Point (D4318) $ 245.00 $ 252.35 $ 259.92 $ 267.72 $ 275.75 $ 284.02 Liquid Limit Only (D4318) $ 215.00 $ 221.45 $ 228.09 $ 234.94 $ 241.98 $ 249.24 Plastic Limit Only (D4318) $ 150.00 $ 154.50 $ 159.13 $ 163.91 $ 168.83 $ 173.89 Expansion Index (D4829) $ 310.00 $ 319.30 $ 328.88 $ 338.75 $ 348.91 $ 359.37 Moisture-Density (D2216) $ 90.00 $ 92.70 $ 95.48 $ 98.35 $ 101.30 $ 104.33 Soil Moisture Content (D2216) $ 40.00 $ 41.20 $ 42.44 $ 43.71 $ 45.02 $ 46.37 Organic Content (D2216) $ 145.00 $ 149.35 $ 153.83 $ 158.45 $ 163.20 $ 168.09 USDA Soil Textural Analysis $ 110.00 $ 113.30 $ 116.70 $ 120.20 $ 123.81 $ 127.52 4" Proctor (D1557/D698) $ 490.00 $ 504.70 $ 519.84 $ 535.44 $ 551.50 $ 568.04 6" Proctor (D1557/D698) $ 550.00 $ 566.50 $ 583.50 $ 601.00 $ 619.03 $ 637.60 4" Proctor -Check Point (D1557/D698) $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 6" Proctor - Check Point (D1557/D698) $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 California Impact Test $ 375.00 $ 386.25 $ 397.84 $ 409.77 $ 422.07 $ 434.73 Direct Shear - 3 Point Peak (D3080) $ 490.00 $ 504.70 $ 519.84 $ 535.44 $ 551.50 $ 568.04 Triaxial Shear, Unconsolidated, Undrained (D2850) $ 195.00 $ 200.85 $ 206.88 $ 213.08 $ 219.47 $ 226.06 Triaxial Staged, Unconsolidated, Undrained (D2850) $ 325.00 $ 334.75 $ 344.79 $ 355.14 $ 365.79 $ 376.76 Triaxial Staged, Consolidated, Undrained (D4767) $ 595.00 $ 612.85 $ 631.24 $ 650.17 $ 669.68 $ 689.77 Triaxial Staged, Consolidated, Drained (D7180) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Unconfined Compression (D2166) $ 260.00 $ 267.80 $ 275.83 $ 284.11 $ 292.63 $ 301.41 Resistance Value (R-Value) Soils (D2844) $ 435.00 $ 448.05 $ 461.49 $ 475.34 $ 489.60 $ 504.28 Resistance Value (R-Value) Treated Soil/Aggregate Base (D2844) $ 540.00 $ 556.20 $ 572.89 $ 590.07 $ 607.77 $ 626.01 1-D Consolidation (D2435) $ 455.00 $ 468.65 $ 482.71 $ 497.19 $ 512.11 $ 527.47 1-D Consolidation (Time Rate)/Per Point (D2435) $ 115.00 $ 118.45 $ 122.00 $ 125.66 $ 129.43 $ 133.32 Point Load (D5731) $ 75.00 $ 77.25 $ 79.57 $ 81.95 $ 84.41 $ 86.95 Unconfined Compression (D7012) $ 250.00 $ 257.50 $ 265.22 $ 273.18 $ 281.38 $ 289.82 Corrosivity Testing (pH, Resistivity, Sulfate, Chloride) $ 270.00 $ 278.10 $ 286.44 $ 295.04 $ 303.89 $ 313.00 Corrosivity Testing w/Redox (pH, Resistivity, Sulfate, Chloride) $ 395.00 $ 406.85 $ 419.06 $ 431.63 $ 444.58 $ 457.91 Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 8 FEE SCHEDULE
Description of Item 2026 2027 2028 2029 2030 2031
Landscape Sutability (LTP.4) $ 140.00 $ 144.20 $ 148.53 $ 152.98 $ 157.57 $ 162.30 Seive Analysis - Course and Fine (C136/D6913) $ 240.00 $ 247.20 $ 254.62 $ 262.25 $ 270.12 $ 278.23 Seive Analysis - #200 Wash (C117) $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 Sieve Analysis - Coarse Aggregate (C136/D69163) $ 190.00 $ 195.70 $ 201.57 $ 207.62 $ 213.85 $ 220.26 Sieve Analysis- Fine Aggregate (C136/D6913) $ 180.00 $ 185.40 $ 190.96 $ 196.69 $ 202.59 $ 208.67 Specific Gravity - Coarse Aggregate (C128) $ 380.00 $ 391.40 $ 403.14 $ 415.24 $ 427.69 $ 440.52 Specific Gravity - Fine Aggregate (C127) $ 215.00 $ 221.45 $ 228.09 $ 234.94 $ 241.98 $ 249.24 Sand Equivalent - 3 Point (D2419) $ 180.00 $ 185.40 $ 190.96 $ 196.69 $ 202.59 $ 208.67 Sand Equivalent - 1 Point (D2419) $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 Curshed Particals - Coarse Aggregate (One and two Face) (D5821) $ 265.00 $ 272.95 $ 281.14 $ 289.57 $ 298.26 $ 307.21 Flat and Elongatd Particles (D4791) $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Clay Lums and Friable Particale C142) $ 245.00 $ 252.35 $ 259.92 $ 267.72 $ 275.75 $ 284.02 Fine Aggregate Angularity (C1252) $ 240.00 $ 247.20 $ 254.62 $ 262.25 $ 270.12 $ 278.23 Organic Impurities (C40) $ 160.00 $ 164.80 $ 169.74 $ 174.84 $ 180.08 $ 185.48 Abrasion Resistance LA Rattler (C131/C535) $ 345.00 $ 355.35 $ 366.01 $ 376.99 $ 388.30 $ 399.95 Bulk Density Unit Wieght of Aggregate (C29) $ 170.00 $ 175.10 $ 180.35 $ 185.76 $ 191.34 $ 197.08 Aggregate Moisture (C566) $ 60.00 $ 61.80 $ 63.65 $ 65.56 $ 67.53 $ 69.56 Cleanness Value $ 270.00 $ 278.10 $ 286.44 $ 295.04 $ 303.89 $ 313.00 Durability Index (D3744) $ 420.00 $ 432.60 $ 445.58 $ 458.95 $ 472.71 $ 486.90 Asphalt Binder Content - Ignition Oven (D6307) $ 250.00 $ 257.50 $ 265.22 $ 273.18 $ 281.38 $ 289.82 Asphalt Binder Content - Ignition Oven Calibation (D6307) $ 520.00 $ 535.60 $ 551.67 $ 568.22 $ 585.26 $ 602.82 HMA Moisture Content $ 90.00 $ 92.70 $ 95.48 $ 98.35 $ 101.30 $ 104.33 Maximum Specific Gravity (Rice) (D2041) $ 255.00 $ 262.65 $ 270.53 $ 278.65 $ 287.00 $ 295.61 Hveem Stabilty (1561/1560) $ 525.00 $ 540.75 $ 556.97 $ 573.68 $ 590.89 $ 608.62 Asphalt Binder Content by Extraction Method (D2172) $ 440.00 $ 453.20 $ 466.80 $ 480.80 $ 495.22 $ 510.08 Core Unit Weight - Field Speciman (D2726) $ 70.00 $ 72.10 $ 74.26 $ 76.49 $ 78.79 $ 81.15 Hamburg Wheel Track $ 1,600.00 $ 1,648.00 $ 1,697.44 $ 1,748.36 $ 1,800.81 $ 1,854.84 Tensile Strength Ratio (TSR) (4867) $ 1,500.00 $ 1,545.00 $ 1,591.35 $ 1,639.09 $ 1,688.26 $ 1,738.91 Unit Wieght, Gyratory (D6925) $ 380.00 $ 391.40 $ 403.14 $ 415.24 $ 427.69 $ 440.52 VMA/VFA/Dust Proportion - MS2 $ 200.00 $ 206.00 $ 212.18 $ 218.55 $ 225.10 $ 231.85 Concrete Compressive Strength - 4x8 Cylinders (C39) $ 45.00 $ 46.35 $ 47.74 $ 49.17 $ 50.65 $ 52.17 Concrete Compressive Strength - 6x12 Cylinders (C39) $ 55.00 $ 56.65 $ 58.35 $ 60.10 $ 61.90 $ 63.76 Concrete Compressive Strength - Core (C42) $ 105.00 $ 108.15 $ 111.39 $ 114.74 $ 118.18 $ 121.72 Concrete Stength - Flexural Beam (C78/293) $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 CMU Absorption/Unit Wt/Moisture (C140) $ 300.00 $ 309.00 $ 318.27 $ 327.82 $ 337.65 $ 347.78 Masonry Grout Compression $ 55.00 $ 56.65 $ 58.35 $ 60.10 $ 61.90 $ 63.76 Masonry Mortar Compression $ 45.00 $ 46.35 $ 47.74 $ 49.17 $ 50.65 $ 52.17 Composite Prism Compression $ 135.00 $ 139.05 $ 143.22 $ 147.52 $ 151.94 $ 156.50 Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 9 FEE SCHEDULE
Description of Item 2026 2027 2028 2029 2030 2031
Masonry Core Shear $ 300.00 $ 309.00 $ 318.27 $ 327.82 $ 337.65 $ 347.78 Reinforcing Steel - Tesile $ 120.00 $ 123.60 $ 127.31 $ 131.13 $ 135.06 $ 139.11 Reinforcing Steel - Bend $ 120.00 $ 123.60 $ 127.31 $ 131.13 $ 135.06 $ 139.11 Reinforcing Steel - Elongation (Up to #8) $ 120.00 $ 123.60 $ 127.31 $ 131.13 $ 135.06 $ 139.11 High Strength Bolt - Proof Load- Wedge Tension and Hardness Suite $ 330.00 $ 339.90 $ 350.10 $ 360.60 $ 371.42 $ 382.56 High Strength Nut - Proof Load and Hardness Suite $ 220.00 $ 226.60 $ 233.40 $ 240.40 $ 247.61 $ 255.04 High Strength Washer - Hardness $ 110.00 $ 113.30 $ 116.70 $ 120.20 $ 123.81 $ 127.52 Reinforcing 7 Wire Strand - Tensile $ 380.00 $ 391.40 $ 403.14 $ 415.24 $ 427.69 $ 440.52 Soil Stabilization Mix Design (Lime or Cement) (D1633) $ 2,500.00 $ 2,575.00 $ 2,652.25 $ 2,731.82 $ 2,813.77 $ 2,898.19 Full Depth Reclamation - Cement $ 3,000.00 $ 3,090.00 $ 3,182.70 $ 3,278.18 $ 3,376.53 $ 3,477.82 Sample Preparation by Hour $ 115.00 $ 118.45 $ 122.00 $ 125.66 $ 129.43 $ 133.32 Specimen cutting $ 85.00 $ 87.55 $ 90.18 $ 92.88 $ 95.67 $ 98.54 Sample Storage (Starting 90 days after final lab report) $ 150.00 $ 154.50 $ 159.13 $ 163.91 $ 168.83 $ 173.89 Outside Laboratory Services TBD
Subconsultant 1: $ 0.00
Subconsultant 2: $ 0.00
Subconsultant 3: $ 0.00
Subconsultant 4: $ 0.00
NOTES
1. List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation.
2. Proposed ODC items should be consistently billed regardless of client and contract type.
3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate.
4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice).
5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost.
6. Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules.
7. If mileage is claimed, the rate shall be reimbursed at the current IRS rate. In addition, the miles claimed should be supported by mileage logs.
9. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles.
10. Add additional pages if necessary.
11. Subconsultants must provide their own cost proposals.
Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
B:\Pursuits\Client80(WCO)\Gilroy\OnCallUtilitiesDesignandCM\Qual0626\Indd\Fee Schedule CAROLLO / PROPOSAL / JUNE 2026
CITY OF GILROY / ON-CALL UTILITIES ENGINEERING SERVICES 10 FEE SCHEDULE
2026 2027 2028 2029 2030 2031
Principal Engineer $270.00 $280.00 $295.00 $295.00 $310.00 $310.00 Senior Civil Engineer $220.00 $225.00 $235.00 $235.00 $245.00 $245.00 Senior Land Surveyor $220.00 $225.00 $235.00 $235.00 $245.00 $245.00 Civil Engineer $200.00 $205.00 $215.00 $215.00 $225.00 $225.00 Land Surveyor $200.00 $205.00 $215.00 $215.00 $225.00 $225.00 Senior Associate Engineer/Surveyor $190.00 $195.00 $205.00 $205.00 $215.00 $215.00 Associate Engineer/Surveyor $170.00 $175.00 $185.00 $185.00 $195.00 $195.00 Assistant Engineer/Surveyor $150.00 $155.00 $165.00 $165.00 $175.00 $175.00 Senior Engineering/Survey Technician $145.00 $150.00 $160.00 $160.00 $170.00 $170.00 Engineering/Survey Technician $140.00 $145.00 $150.00 $150.00 $160.00 $160.00 Administrative Support $90.00 $95.00 $100.00 $100.00 $105.00 $105.00 Engineering Aide $85.00 $90.00 $95.00 $95.00 $100.00 $100.00 One Person Survey Crew (PW) $240.00 $250.00 $260.00 $260.00 $270.00 $270.00 Two Person Survey Crew (PW) $400.00 $415.00 $430.00 $430.00 $445.00 $445.00 Fee increases are based on a maximum 3% annual escalation and do not exceed this cap.
Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
-1-
4909-9229-3710v6
ALF\04706277
EXHIBIT E
INSURANCE [Professional Services]
CONTRACTOR shall procure and maintain for the duration of the Agreement, and for additional time if required below, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees, including any subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code 1 (any auto), or if CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Docusign Envelope ID: 89F404A6-6D65-8785-8216-F2F5BEEC930C
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the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).
Primary Coverage
For any claims related to this Agreement, the CONTRACTOR’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 in regards to CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Umbrella or Excess Policy
CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to CITY.
Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by CITY. CITY may require CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work pursuant thereto.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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CONTRACTOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
CONTRACTOR shall furnish CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All required documents are to be received and approved by CITY before work commences. However, failure to obtain the documents prior to the work beginning shall not waive CONTRACTOR’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
Subcontractors
CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction-related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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AGREEMENT FOR SERVICES
[Professional Services]
This Agreement for Services (the “Agreement”) is entered into as of October 1, 2026 (the “Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly organized and existing under the laws of the State of California, and BKF Engineers (“CONTRACTOR”).
ARTICLE 1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and continue in effect through September 30, 2029, with the option for two, one-year extensions (“End Date”), unless sooner terminated in accordance with the provisions of Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement shall be the date this Agreement is executed by the authorized CITY representative. The term of this Agreement may be extended by amendment in accordance with Article 9.A. It is intended that termination of this Agreement be contemporaneous with the final acceptance of all services described in Exhibit B by the Gilroy City Administrator or designee.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
Both parties understand and agree that CONTRACTOR, and any person working for or under the direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an employer-employee relationship between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR 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.
CONTRACTOR retains the right to perform services for others during the term of this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A (“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this Agreement.
B. Method of Performing Services
CONTRACTOR will determine the method, details, and means of performing the above-described Services. CITY has no right to control the manner or determine the method of accomplishing CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY.
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C. Employment of Workers
CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these workers and for all State and Federal income tax, unemployment insurance, Social Security, disability insurance, and other applicable withholding.
As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article
5.D from and against any and all third-party claims arising from allegations that an employeeemployer relationship exists between CITY and an employee or subcontractor of CONTRACTOR or of any of its subcontractors.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the Services to be performed by CONTRACTOR, CITY shall pay CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation shall be without right to any additional compensation of any kind or type whatsoever, including, without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written authorization from CITY, that exceed the total compensation amount provided herein. In the event of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to CONTRACTOR for the complete and satisfactory performance of the Services in accordance with this Agreement exceed $450,000 combined aggregate for three years between all firms selected for On-Call Utilities Engineering Services.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice CITY no more than once every thirty (30) days.
C. Payment
Payment will be due according to the payment schedule set forth in Exhibit D. No payment will be made unless CONTRACTOR has first provided CITY with a written invoice describing the work performed and any approved direct expenses (as provided for in Exhibit A, Section III) incurred during the preceding period. CITY shall have no obligation to pay for any work or direct expenses not invoiced within ninety (90) days of the date such work was performed or such expenses were incurred. Expenses shall not be invoiced until incurred.
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If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR 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 breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection by mutual agreement of both parties hereto.
D. Costs and Expenses Incident to Performance
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of Services for CITY, including, without limitation, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing Services for CITY, except for those expenses constituting approved “direct expenses” referenced in Exhibit A, Section III.
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Compliance with Laws
CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in fulfilling CONTRACTOR’s obligations under this Agreement.
Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions of California Labor Code Section 1735, and California Government Code Section 12940, obligating every worker and/or subcontractor under a contract or subcontract to CITY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee, applicant for employment, or any potential subcontractor.
Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and maintenance work performed under certain public works contracts is subject to all State laws regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770 et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000 and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws. ☒ ____________(initial) If the box to the left of this sentence is checked and the line beside it initialed by CITY, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws and the provisions set forth in Section G of Exhibit A apply.
INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or not the box above is checked and the line initialed, it is ultimately the responsibility of the CONTRACTOR and all subcontractors to determine for themselves whether any Services provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials, representatives, agents, employees, and volunteers, whether explicitly or implicitly through any number of actions or representations, related to any classification that a project constitutes a public works project which must comport with State Prevailing Wage Laws.
B. Professional Standard of Care
CONTRACTOR shall perform all Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the County of Santa Clara and the State of California.
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR will not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’s review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the Services furnished under this Agreement.
C. Insurance
CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration of this Agreement (and any additional time as may be required in Exhibit E for particular coverage).
D. Indemnification of Liability, Duty to Defend
CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to, and are not limited by, the indemnification provision detailed in Article 5.A related to the State Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E.
To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services or this Agreement, including all claims relating to the failure to pay wages, or the injury or death of any person or damage to any property, however caused, regardless of any negligence of CITY, excepting only such injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
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To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’s employees.
Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract” within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and volunteers shall not extend to any injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the sole or active negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion.
F. State and Federal Taxes
As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is responsible for paying all required State and Federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from payments to CONTRACTOR;
• CITY will not make State or Federal unemployment insurance contributions on behalf of CONTRACTOR;
• CITY will not withhold State or Federal income tax from payments to CONTRACTOR;
• CITY will not make disability insurance contributions on behalf of CONTRACTOR;
• CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR.
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G. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, above. CONTRACTOR shall defend, indemnify and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including, without limitation, reasonable attorneys’ fees, that may arise out of any violations of the Act by CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment will not release CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement.
ARTICLE 7. TIME OF COMPLETION
A. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
B. Commencement of Services
CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A.
C. Contract Time
CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C.
D. Adjustments to Schedule
The term of this Agreement and/or the time periods described in Exhibit C may only be extended by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with Article 9.A.
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ARTICLE 8. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY will have the option of terminating this Agreement by providing written notice of termination in accordance with Article 9.J, within thirty (30) days after receiving such notice of sale.
If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR.
B. Termination by CITY Without Cause
Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement without cause at any time upon giving ten (10) days written notice to CONTRACTOR in accordance with Article 9.J. CONTRACTOR shall immediately stop work upon receipt of such notice except as may be necessary to safeguard and protect a project site, and shall be entitled to compensation per this Agreement for work performed prior to work stoppage.
C. Termination by CITY for Material Breach by CONTRACTOR Should CONTRACTOR breach any provision of this Agreement and such breach be material, CITY may, but is not obligated to, terminate this Agreement by providing written notice to CONTRACTOR in accordance with Article 9.J. For the purposes of this section, material breach of this Agreement includes, but is not limited to the following:
1. CONTRACTOR’s failure to professionally and/or timely perform any of the Services contemplated by this Agreement.
2. CONTRACTOR’s breach of any of its representations, warranties or covenants contained in this Agreement.
Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S material breach of this Agreement, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete those 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 CONTRACTOR for the performance of those tasks pursuant to this Agreement.
D. Termination by CONTRACTOR for CITY’s Failure to Make Agreed-Upon Payments
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such breach is not remedied by CITY within thirty (30) days after written demand for such payment is given by CONTRACTOR to CITY in accordance with Article 9.J.
E. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR will 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 amount set forth in Article 4.A of this Agreement for its Services which have been fully, competently and timely rendered by CONTRACTOR. CONTRACTOR shall within ten days of receipt of notice of termination deliver to CITY all work done toward completion of the Services required hereunder in the format of electronically stored files where available (including, without limitation, documents, spreadsheets, video and images, AUTOCAD or other design files, and the like) and shall act in such a manner as to facilitate the assumption of CONTRACTOR’s duties by any new contractor hired by the CITY to complete such Services, including the use of the files required to be delivered hereunder.
ARTICLE 9. GENERAL PROVISIONS
A. Amendment & Modification
No amendment, modification, alteration or change to the terms of this Agreement will be effective unless and until made in a writing signed by both parties hereto.
B. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, 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.
C. Binding on Successors and Assigns
The covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, and assigns of both parties hereto.
D. Interpretation
The captions and headings of the various articles, sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.
This Agreement contains the contributions of both parties, each of whom has had the opportunity to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of this Agreement.
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E. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no employee, officer, or elected official of the CITY or of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR, and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement.
F. 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 hereunder by CONTRACTOR 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 are not binding upon CITY.
G. Exhibits Incorporated
All exhibits referred to in this Agreement and attached to it are hereby incorporated by reference.
In the event there is a conflict between the terms in the body of this Agreement and any of the terms of any exhibit to this Agreement, the terms in the body of this Agreement shall control.
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. 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 will have any claim or right of action hereunder for any cause whatsoever.
J. Notices
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows:
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CITY: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
With a copy to: City of Gilroy
Attn: Director, Utilities Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
CONTRACTOR: Nick Panofsky, PE
BKF Engineers
1730 N. First Street, Suite 600
San Jose CA 95112
or to such other address as either party may from time to time specify in writing to the other party in accordance with this paragraph.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the next business day (if faxed or emailed after 5:00 p.m.) K. Severability
If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible.
L. Survival Clause
CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights and remedies, as provided in this Agreement, survive the expiration or any termination of this Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B.
M. Waiver
Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR, or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by CONTRACTOR.
N. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility.
Executed at Gilroy, California, on the date and year written below.
CONTRACTOR: CITY:
BKF Engineers CITY OF GILROY
By: By:
Name: Nick Panofsky, PE Name: Matt Morley
Title: Principal-in-Charge Title: City Administrator
Social Security or Taxpayer Date:
Identification Number 94-1729773
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT A
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To accomplish that end, CONTRACTOR agrees to assign Tyler Hunt, PE, 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, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision, and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this Agreement, Bret Swain will be the designated CITY contact person(s). The Notice to Proceed may be in the form of email, letter or fax authorizing commencement of the Services. The Notice to Proceed shall be given in accordance with Article 9.J of this Agreement or may be given by email.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY will make a determination of completion within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure to make such a determination of completion within two (2) weeks shall be deemed to constitute CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance.
III. PAYMENT OF FEES AND DIRECT EXPENSES
Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be obligated to pay for those direct expenses that have been previously approved in writing by CITY.
CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct expenses.
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Copies of pertinent financial records, including, without limitation, invoices, must be included with the submission of billing(s) for all direct expenses.
IV. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR 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 CONTRACTOR’s representations and warranties regarding its skills, qualifications and licenses.
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 will 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 will be that used by CITY for similar purposes.
If such deliverables are required under this Agreement, 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 will include his or her name and license number. Interim documents will 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 will bear the signature and seal of that licensee and the date of signing and sealing or stamping.
B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
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, without limitation, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR, 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 CONTRACTOR, all of which will be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request.
C. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without limitation, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and will 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 Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR 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.
D. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.
E. OWNERSHIP OF MATERIAL.
All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request (whether during or after the term of this Agreement), but CONTRACTOR may retain and use copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered shall become the property of the CITY, but they shall remain the property of CONTRACTOR prior to the delivery thereof.
CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party, and any claims arising out of an actual or alleged breach of this representation and warranty shall be subject to CONTRACTOR’s obligations pursuant to Article 5.D.
Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any time for any work, whether or not associated with the Services rendered under this Agreement.
However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR from, damages resulting from the use of the Materials for work other than for the Services, including, without limitation, the release of Materials to third parties for work other than on the Services rendered under this Agreement.
F. FEDERAL OR STATE FUNDING REQUIREMENTS.
☐ If the box to the left of this sentence is checked, this Agreement involves Federal or State funding and the requirements of this Section IV.F, below, apply.
1. DBE Program
CONTRACTOR 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.
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2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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, CITY shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the price or consideration specified in this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or other consideration.
4. Byrd Anti-Lobbying Amendment
If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352.
5. Additional Federal Requirements
If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR 200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,” which are incorporated herein by reference as though fully set forth.
G. PREVAILING WAGE REQUIREMENTS.
If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article 5, the following requirements apply:
1. Payment of Prevailing Wages
CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no less than the applicable prevailing wage rate.
2. Prevailing Wage Rates
The prevailing wage rate of per diem wages is available online at the following website:
https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONTRACTOR and all Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and shall make them available to any interested party upon request.
3. Penalties for Violations
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under Labor Code Sections 1720 through 1861.
4. Payroll Records
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. CONTRACTOR and all subcontractors shall also furnish records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner required by Labor Code Section 1771.4.
5. Apprentices
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6, and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to the standards enumerated in Labor Code Section 1777.7.
6. Working Hours
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through 1815, including but not limited to restricting working hours on public works contracts to eight (8) hours a day
7. Contractor and Subcontractor Registration Requirements CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Business and Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded.
8. Compliance Monitoring and Enforcement
This Agreement and the Services provided thereunder are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
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EXHIBIT B
SCOPE OF SERVICES
The Scope of Work includes, but is not limited to, the following:
• Consultant shall furnish all technical and professional labor and materials needed to provide requested engineering design services. Any authorized design work shall meet all applicable City’s Standard Details and specifications, State Laws such as Title 22, DDW Regulations, SWRCB Regulations, the most recent Caltrans Plans and Specifications, and as directed by the Director of Utilities.
• Consultants shall be knowledgeable and familiar with permitting processes for CalTrans, UPRR, Valley Water, DWR, BAAQMD, DDW, RWQCB, SWRCB, USACE, DFW, and other applicable local, State and federal agencies relevant to the development of the projects. • Provide on-call civil engineering and other project related services on an on-call, as needed basis per individual Work Authorization(s).
• Provide civil engineering design and/or construction management services for repairs, replacements, and improvements of the City's water and sewer infrastructure. • Provide project and program management services, as needed, to support water and sewer infrastructure repair, replacement, and improvement projects for the City. • Provide in-house personnel or sub-consultants as needed to fully support the development of projects.
• Provide the full range of engineering services through various project phases as needed to complete projects.
• Review and develop standard plans, specifications, and engineering estimates. • Assist Utilities in managing the bidding of public construction projects, including, but not limited to: issuing project bid packages; responding to requests for information (RFIs); issuing contract addendums; and drafting staff reports with recommendations for City Council action. • During construction: make on-site visits; inspect construction; review material submittals, shop drawings, and test results; respond to RFIs; draft change orders; and review pay estimates. • Provide Hydraulic Modeling services as needed to support projects including, but not limited to:
modeling pressure zones, HGLs and flows under various scenarios within existing or proposed systems.
• Provide Hydrology/Hydraulic Design and Studies, including, but not limited to: flood, subsurface, and stormwater runoff drainage; soil stability and infiltration; erosion and Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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sedimentation control; stormwater detention; and clean water treatments (i.e., green infrastructure).
• Ensure that all materials including, but not limited to, computer information, data and source code, CAD, GIS files, hydraulic modeling files and raw data, sketches, tracings, drawings, plans, documents, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared shall be provided to City upon its request per Exhibit A Specific Provisions, Section IV, E of the Agreement. • Services may include the provision of staff augmentation for limited terms to support the City’s staff resources where project work exceeds in-house staff capacity. • Any other engineering services necessary to plan, estimate, study, design, bid and construct a project, or to evaluate, analyze or study the existing water or sewer system or proposed improvements scenarios.
On-call Work Authorizations
Upon written request from the City, the Consultant shall advise the City in writing of the proposed scope of services to be provided for each assignment, the proposed not-to-exceed cost for each of the services and the estimated time to perform each of the services. The Consultant shall not proceed to perform any such assignments until the City and Consultant have agreed upon a written detailed scope of work, a detailed cost proposal, a schedule to complete the Scope of work, an estimated period for performance for which the consultant anticipates the work is expected to be performed, and the City has given its written authorization to proceed. The detailed Scope of Work shall clearly break out each identifiable task to be performed and all activities necessary to perform each task. The Scope of Work shall include any assumptions made in preparing the Scope of Work.
The detailed cost proposal shall be provided as a spreadsheet identifying each personnel performing each task, the number of hours associated with said personnel, the hourly rate for said personnel, any overhead costs associated with each task, the cost for each of the personnel/overhead and by each task, and a total cost (Not to Exceed). Hourly rates shall conform with those provided in the SOQ. The cost shall be formatted in a not to exceed at cost estimate (number of person-hours multiplied by the current billing rates of the Consultant) for each Scope of Work item to be performed. If the cost proposal, or portions thereof, is acceptable, the City may then determine to issue a work authorization for the proposed Scope of work, or portions thereof, at the City's discretion and signed by the Utilities Director.
Additional Services
The need for additional types of services may be required during the term of the contract. The Consultant shall submit a cost estimate and fee schedule for any additional staff, subconsultants and equipment, which may be directly involved in the work outside of the scope of services above.
The cost estimate shall be on time and materials not to exceed basis. If the cost estimate and fees are deemed acceptable to the City, a work authorization may be issued approving the additional services. In no case shall the services, including additional services, awarded in the agreement exceed the annual contract amount.
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Compensation for specific projects or tasks shall be on a time and materials basis not to exceed the cost proposal authorized in the written Work Authorization. Work on tasks or projects shall not proceed without written work authorization by the City.
The method of payment shall be in accordance with the agreed upon fee schedule based on hourly rates and unit costs set forth in the Consultant’s Fee Schedule. Personnel costs shall be provided as the fully loaded hourly fees, including all overhead and mark-ups, for each team member shall be provided in the fee schedule. Direct cost shall be provided as the fully loaded unit costs. The fee schedule shall be provided for each year of the contract, and valid for the entire contract term.
The fees for each year shall be shown, price escalators shall not exceed 3% per each year of the Contract.
Unless otherwise agreed upon by the City, payment is to be commensurate with the work completed and may be paid on the basis of work progress. Progress payment requests shall be submitted to the City for review and approval within five (5) business days from the last working day of that month. Payment will occur following receipt of an invoice from the Consultant and approval of the invoice by the City. When approved for payment, payment will occur within thirty (30) days after receipt of an approved invoice.
The total contract amount awarded for the initial three-year term of the contract is in the amount not to exceed $450,000 combined aggregate between all firms selected for On-Call Engineering Services.
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EXHIBIT C
MILESTONE SCHEDULE
All services within this agreement will be conducted on an on-call basis whenever services are requested through writtern authorization by the CITY.
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EXHIBIT D
PAYMENT SCHEDULE
See Attached Fee Schedule
Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 2 SECTION 9. FEE SCHEDULE
BKF
2026 STANDARD SCHEDULE OF FEES
June 1, 2026
PROJECT MANAGEMENT
Principal-in-Charge $395.00
Manager VI* $365.00
Manager V* $335.00
Manager IV* $315.00
Manager III* $300.00
Manager II* $285.00
Manager I* $265.00
Project Coordinator III $220.00
Project Coordinator II $190.00
Project Coordinator I $165.00
Project Assistant II $140.00
Project Assistant I $120.00
CONSTRUCTION MANAGEMENT
Principal Construction Manager $375.00
Construction Manager V $345.00
Construction Manager IV $305.00
Construction Manager III $285.00
Construction Manager II $250.00
Construction Manager I $225.00
Resident Engineer IV $315.00
Resident Engineer III $295.00
Resident Engineer II $265.00
Resident Engineer I $245.00
Assistant Resident Engineer $230.00
Office Engineer II $165.00
Office Engineer I $140.00
Structure Representative IV $310.00
Structure Representative III $295.00
Structure Representative II $265.00
Structure Representative I $240.00
Construction Inspector III $220.00
Construction Inspector II $210.00
Construction Inspector I $195.00
FIELD SURVEYING
Utility Locator IV $245.00
Utility Locator III $215.00
Utility Locator II $180.00
Utility Locator I $130.00
Survey Party Chief II $255.00
Survey Party Chief I $245.00
Survey Chainperson II $170.00
Survey Chainperson I $160.00
Survey Apprentice IV $155.00
Survey Apprentice III $145.00
Survey Apprentice II $130.00
Survey Apprentice I $100.00
DESIGN & TECHNICAL SERVICES
Principal Engineer $310.00
Engineer V $290.00
Engineer IV $265.00
Engineer III $245.00
Engineer II $215.00
Engineer I $190.00
Designer V $245.00
Designer IV $215.00
Designer III $190.00
Designer II $175.00
Designer I $160.00
Design Assistant $115.00
Principal Surveyor $310.00
Surveyor V $290.00
Surveyor IV $265.00
Surveyor III $245.00
Surveyor II $215.00
Surveyor I $190.00
Survey Technician V $245.00
Survey Technician IV $215.00
Survey Technician III $190.00
Survey Technician II $175.00
Survey Technician I $160.00
Survey Assistant $115.00
BIM Specialist III $245.00
BIM Specialist II $215.00
BIM Specialist I $190.00
Technician Manager $245.00
Technician IV $215.00
Technician III $190.00
Technician II $175.00
Technician I $160.00
Technical Analyst $160.00
ADMINISTRATIVE SUPPORT
Graphics/Visualization Specialist $165.00
Office Administrator II $135.00
Office Administrator I $110.00
PLANNING
Lead Technical Specialist $310.00
Technical Specialist V $275.00
Technical Specialist IV $240.00
Technical Specialist III $205.00
Technical Specialist II $170.00
Technical Specialist I $135.00
Planner/Scientist V $215.00
Planner/Scientist IV $200.00
Planner/Scientist III $185.00
Planner/Scientist II $165.00
Planner/Scientist I $140.00
Technician/Field Monitor V $175.00
Technician/Field Monitor IV $160.00
Technician/Field Monitor III $145.00
Technician/Field Monitor II $130.00
Technician/Field Monitor I $115.00
GOVERNMENT SERVICES
City Engineer $295.00
Deputy City Engineer $250.00
Plan Check Engineer $205.00
Permit Engineer $195.00
Senior City Inspector $215.00
City Inspector $200.00
Inspector $185.00
Stormwater Specialist V $250.00
Stormwater Specialist IV $220.00
Stormwater Specialist III $190.00
Stormwater Specialist II $160.00
Stormwater Specialist I $130.00
Building Official $285.00
Senior Building Inspector $220.00
Building Inspector $195.00
Grant Writer/Specialist IV $220.00
Grant Writer/Specialist III $190.00
Grant Writer/Specialist II $160.00
Grant Writer/Specialist I $130.00
DIRECT EXPENSES Use of outside consultants and vendors as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost plus fifteen percent (15%). Mileage will be charged at the prevailing IRS mileage reimbursement rate.
PREVAILING WAGE RATES Several categories above are used for field work on projects and subject to federal or state prevailing wage law and are subject to increases per DIR.
ANNUAL ESCALATION The rates shown are subject to periodic increases, including January 1st of each year.
OVERTIME for non-exempt employees will be charged at 1.5 times the hourly rate shown above; overtime for exempt employees and other classifications will be charged at 1.0 times the hourly rate shown above.
EXPERT WITNESS rates are available upon request.
*MANAGER CLASSIFICATIONS include Program Manager, Project Manager, and Technical Manager.
Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 3 SECTION 9. FEE SCHEDULE
GEOTECHNICAL | ENVIRONMENTAL | CHEMICAL | MATERIAL TESTING | SPECIAL INSPECTIONS 444 AIRPORT BLVD., SUITE 106 | WATSONVILLE, CA 95076 | PHONE 831-722-9446 | WWW.4PACIFIC-CREST.COM PACIFIC CREST ENGINEERING INC.
STANDARD FEE SCHEDULE – GEOTECHNICAL GROUP
January 1, 2026
The following schedule presents our rates for professional and technical services. If desired, services other than construction observation and testing can be contracted on a negotiated fixed fee basis. Services during construction, such as testing and observation of grading, require both professional and technical services.
Depending on the scope and duration of the construction project, an opinion of probable cost can be made.
Professional, technical, mileage and laboratory fees and rates are subject to change without notice.
PROFESSIONAL SERVICES Billing Rate
Principal Engineer\Geologist $240.00 per hour
Associate Engineer\Geologist $225.00 per hour
Senior Engineer\Geologist $210.00 per hour
Staff Engineer\Geologist $185.00 per hour
CAD/Draftsperson $130.00 per hour
Administrative Staff $115.00 per hour
Expert Witness $500.00 per hour
Outside Consultants 1.15X Hourly Rate
TECHNICAL SERVICES
Field Technician Non-Prevailing Wage $140.00 per hour
Field Technician Prevailing Wage $160.00 per hour
Construction Inspector Non-Prevailing Wage $150.00 per hour Construction Inspection Prevailing Wage $175.00 per hour QSP/SWPPP Monitoring Services $165.00 per hour
Lab Technician $115.00 per hour
Asphalt Core Drilling (Equipment + Operator) $220.00 per hour Concrete Core Drilling (Equipment + Operator) $235.00 per hour Excavator Services (Equipment + Operator) $375.00 per hour Certified Payroll Reporting $115.00 per hour
BASIS OF CHARGES
• On-call contracts are subject to an annual increase of 3.0%. New fee schedules take effect on January 1st of each year.
• Hours for all services are charged portal-to-portal from our Watsonville office. • Our normal business hours are between 7:00 AM and 5:00 PM, Monday through Friday. Work performed on Saturday is billed at 1.5 times the rates listed above, Sunday and Holiday work are billed at 2 times the rates listed above, and night shift work is billed at 1.8 times the rates listed above. • Work in excess of 8 hours is billed at 1.5 times the rates listed above and work in excess of 12 hours is billed at 2 times the rates listed above.
Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 4 SECTION 9. FEE SCHEDULE
Pacific Crest Engineering Inc. Standard Fee Schedule
www.4pacific-crest.com January 1, 2026
• Technical services performed during normal business hours are subject to a 2-hour minimum charge.
Professional and technical services performed outside of normal business hours are subject to a 4-hour minimum charge.
• Site visits canceled upon arrival will be subject to the minimum charges listed above. • Expedited laboratory tests are billed at 1.5 times the rates provided below.
FIELD TESTS
Plate bearing load tests, pile load tests, vane shear tests, piezometer installations, slope inclinometer installations, and other special tests will be charged at standard engineering and personnel rates, plus cost of special equipment.
INCIDENTAL EXPENSES
Consultant shall be paid the actual cost-plus fifteen percent of all other out-of-pocket expenses, including any costs of air travel, applicable sales, use and city taxes, as well as miscellaneous outside services and facilities, including: Subconsultant or Subcontractor fees; equipment rental, drill rig, underground locator, renderings, overnight delivery, permit, and plan check fees, and similar expenses.
PRINTS AND SPECIFICATIONS
Reproduction charges for prints and specification books for client use in bidding or construction or at client request will be billed at cost plus fifteen percent.
COPIES OF PREVIOUS REPORTS
Orders for copies of previously issued work will be billed on a time and material basis (minimum charge of $25.00).
DRILLING AND SAMPLING Billing Rate
Drill Rig including crew - truck mounted or crawler mounted:
Mobilization Cost + 15%
Straight Time Cost + 15%
Over Time Cost + 15%
Cone Penetrometer Rig (CPT) Cost + 15%
CPT Travel Time & Mobilization Cost + 15%
Drilling is charged at 4 hours minimum.
Time is charged portal-to-portal from the drilling rig yard.
Casing, Shelby tubes and any special sampling or subcontract equipment will be charged at cost plus 15%.
LABORATORY TESTS
Soil/Aggregate Classification and Index Tests:
Atterberg Limits (Liquid Limit/Plastic Limit/ Plasticity Index):
• Method A (Multi Point), ASTM D-4318/AASHTO T89 & T90 $240.00 • Method B (Single Point), ASTM D-4318/AASHTO T89 & T90 $220.00 • California Test Method, CT 204 $240.00
Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 5 SECTION 9. FEE SCHEDULE
Pacific Crest Engineering Inc. Standard Fee Schedule
www.4pacific-crest.com January 1, 2026
Grain Size Distribution of Soil:
• Sieve Analysis w/ Hydrometer ASTM D-422/AASHTO T88 $250.00 • Sieve Analysis w/o Hydrometer, ASTM D-422/AASHTO T88 $150.00 • Material Finer than #200 Sieve ASTM D-1140 $120.00
• California Test Method, CT 202 $155.00
Grain Size Analysis of Aggregate:
• Sieve Analysis ASTM C-136/AASHTO T27 $175.00
• Material Finer than #200 Sieve ASTM C-117/AASHTO T11 $135.00 • California Test Method, CT 202 $180.00
Moisture Determination, ASTM D-2216/AASHTO T265/CT 226 $ 35.00 R-Value:
• Native Soil Samples ASTM D-2844/AASHTO T190/CT 301 $410.00 • With Additives, ASTM D-2844/AASHTO T190/CT 301 $485.00 Sand Equivalent, ASTM D-2419/CT 217/T176 $175.00
Specific Gravity of Soil, ASTM D-854/AASHTO T100 $150.00 Specific Gravity of Aggregate, ASTM C-127 & C-128/AASHTO T74 & T85 $165.00 Expansion Index, ASTM D-4829 $210.00
Cleanness Value of Coarse Aggregate, CT 227 $180.00
Durability Index, CT 229/T210 $195.00
California Bearing Ratio with Compaction, ASTM D-1883 Per Quote California Bearing Ratio with Compaction by Client, ASTM D-1883 Per Quote Permeability, ASTM D-2434/ASTM D-5084 Per Quote
Corrosivity, Cal-Trans Package $375.00
Abrasion, L.A. Rattler, 100 and 500 Revolutions, ASTM C131 (Small Aggregate) $380.00 Abrasion, L.A. Rattler, 100 and 500 Revolutions, ASTM C535 (Small Aggregate) $700.00 Absorption, Coarse Aggregate, CT 206 $105.00
Absorption, Fine Aggregate, CT 207 $155.00
Clay Lumps and Friable Particles in Aggregate, AASHTO T112 $145.00 Soundness, CT 214 $440.00
Percent Crushed Particles, CT 205 $150.00
Flat and Elongated Particles, ASTM D-4791 $150.00
Fine Aggregate Angularity, AASHTO T304, Method A $295.00 Unit Weight of Aggregate, CT212/C29 $135.00
CSS/FDR Mix Design $2,850.00
Moisture Density Relations/Compaction Curves:
Modified Proctor:
• 4” Mold, ASTM D-1557/AASHTO T180 $315.00
• 6” Mold, ASTM D-1557/AASHTO T180 $340.00
• One Point Verification (Check Point) $140.00
Standard Proctor:
• 4” Mold, ASTM D-698/AASHTO T99 $315.00
• 6” Mold, ASTM D-698/AASHTO T99 $340.00
• One Point Verification (Check Point) $140.00
Cal-Impact Test, CT 216 $345.00
Compaction Curve in Field $360.00
Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 6 SECTION 9. FEE SCHEDULE
Pacific Crest Engineering Inc. Standard Fee Schedule
www.4pacific-crest.com January 1, 2026
Strength Tests:
Direct Shear:
• CD Peak and Residual, ASTM D-3080 (per point) $260.00 • CU Peak and Residual, ASTM D-3080 Modified (per point) $115.00 • Unconfined Compression, ASTM D-2166/AASHTO T208 $110.00 • Triaxial Compression, Undrained, ASTM D-2850, per point Per Quote • Triaxial Compression, Drained, ASTM D-7181, per point Per Quote • Triaxial Compression, Undrained with PP, ASTM D-4767, per point Per Quote Consolidation & Expansion Tests:
Consolidation, ASTM D-2435, per point $500.00
Expansion Pressure, ASTM D-3877 $380.00
Concrete Testing:
Compressive Strength of Concrete, ASTM C-39 (per cylinder) $ 75.00 Compressive Strength of Concrete, ASTM C-39, CT 521 (capped, per cylinder) $ 80.00 Compressive Strength of Shotcrete, ASTM C-1140 (per core, sulfur capped) $125.00 Compressive Strength of Mortar, ASTM C-109 (per cube) $ 65.00 Compressive Strength of Grout, ASTM C-1019 (per specimen) $ 70.00 Compressive Strength of Slurry/CLSM, ASTM D-4832 (capped, per cylinder) $ 90.00 Compressive Strength Testing of Cellular Concrete, ASTM C-495 (per cylinder) $115.00 Compressive Strength of Lightweight Insulating Concrete, ASTM C-495 $ 55.00 Compressive Strength Testing/4-inch prism, ASTM C-39 $ 80.00 Method of Test For Flexural Strength of Concrete, CT 523 $180.00 Method of Test For Flexural Strength of Rapid Strength Concrete, CT 524 $180.00 Method of Test For Soundness of Aggregate, ASTM C-88/CT 214 $200.00 Method of Test For Measuring Thickness of Concrete Elements, ASTM C-174 $ 80.00 Method of Test For Evaporable Moisture Content, ASTM C-566 $125.00 Method of Test For Determining Density of Structural Lightweight Concrete, ASTM C-567 $100.00 Standard Practice Method for Bulk Density (Unit Weight), ASTM C-29 $150.00 Shrinkage, ASTM C-157, Set of 3 $410.00
Length Change of Concrete, CT 537 (set of 3) $410.00
Concrete Storage Processing and Disposal $ 40.00
Shotcrete Specimen Casting Boxes $ 70.00
Hot Mix Asphalt (HMA) Tests:
Bulk Specific Gravity of Compacted Hot Mix Asphalt
• Saturated Surface Dry Method, ASTM D-2726/AASHTO T166 $ 85.00 • Coated Specimens, ASTM D-1188/AASHTO T275 $ 90.00
Moisture Content of HMA, AASHTO T329 $ 50.00
Theoretical Maximum Density, ASTM D-2041/CT 309/T209 $180.00 Asphalt Binder Content, AASHTO T308 $290.00
Asphalt Binder Content Correction Value, Per Mix Design, Average of 3, T308CF $850.00 Interlayer Shear Strength, AASHTO T114 (per core) $140.00 HMA Storage Processing and Disposal (per set, 1 year storage) $ 45.00 Percent Air Voids, T269 $ 45.00
Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 7 SECTION 9. FEE SCHEDULE
Pacific Crest Engineering Inc. Standard Fee Schedule
www.4pacific-crest.com January 1, 2026
Stabilometer, Hveem S-Value, Set of 3 Per Quote
Miscellaneous:
Sample Preparation, if required (per hour) $115.00
Other specialty testing/inspection services are individually quoted. Per Quote Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
City of Gilroy, On-Call Utilities Engineering Services | 8 SECTION 9. FEE SCHEDULE
Engineer CAD
Level 20 (E20) 377.00 $ / hour Level 10 (C10) 219.00 $ / hour Level 19 (E19) 363.00 $ / hour Level 9 (C9) 205.00 $ / hour Level 18 (E18) 349.00 $ / hour Level 8 (C8) 191.00 $ / hour Level 17 (E17) 335.00 $ / hour Level 7 (C7) 178.00 $ / hour Level 16 (E16) 321.00 $ / hour Level 6 (C6) 164.00 $ / hour Level 15 (E15) 307.00 $ / hour Level 5 (C5) 150.00 $ / hour Level 14 (E14) 294.00 $ / hour Level 4 (C4) 137.00 $ / hour Level 13 (E13) 280.00 $ / hour Level 3 (C3) 123.00 $ / hour Level 12 (E12) 266.00 $ / hour Level 2 (C2) 109.00 $ / hour Level 11 (E11) 252.00 $ / hour Level 1 (C1) $ / hour 95.00 Level 10 (E10) 238.00 $ / hour
Level 9 (E9) 224.00 $ / hour
Level 8 (E8) 211.00 $ / hour Administrative
Level 7 (E7) 197.00 $ / hour Level 16 (A16) 188.00 $ / hour Level 6 (E6) 183.00 $ / hour Level 15 (A15) 176.00 $ / hour Level 5 (E5) 169.00 $ / hour Level 14 (A14) 165.00 $ / hour Level 4 (E4) 155.00 $ / hour Level 13 (A13) 154.00 $ / hour Level 3 (E3) 141.00 $ / hour Level 12 (A12) 142.00 $ / hour Level 2 (E2) 128.00 $ / hour Level 11 (A11) 131.00 $ / hour Level 1 (E1) 114.00 $ / hour Level 10 (A10) 120.00 $ / hour Auto Mileage Standard set by IRS
Outside Services Cost + 10%
Materials and Other Expenses Cost + 10%
Notes
1. All hourly rates and costs are subject to change without notice.
2. Schedule shall be subject to adjustments annually to reflect current staff salaries and escalation.
Labor
Reimbursable Expenses
Schedule of Hourly Rates and Costs – 2026
TJC and Associates, Inc.
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EXHIBIT E
INSURANCE [Professional Services]
CONTRACTOR shall procure and maintain for the duration of the Agreement, and for additional time if required below, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees, including any subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code 1 (any auto), or if CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).
Primary Coverage
For any claims related to this Agreement, the CONTRACTOR’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 in regards to CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Umbrella or Excess Policy
CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to CITY.
Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by CITY. CITY may require CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work pursuant thereto.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Docusign Envelope ID: A8D8044D-A54E-85E1-81FA-C4152B64D291
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CONTRACTOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
CONTRACTOR shall furnish CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All required documents are to be received and approved by CITY before work commences. However, failure to obtain the documents prior to the work beginning shall not waive CONTRACTOR’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
Subcontractors
CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction-related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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AGREEMENT FOR SERVICES
[Professional Services]
This Agreement for Services (the “Agreement”) is entered into as of October 1, 2026 (the “Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly organized and existing under the laws of the State of California, and Provost & Pritchard Consulting Group (“CONTRACTOR”).
ARTICLE 1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and continue in effect through September 30, 2029, with the option for two, one-year extensions (“End Date”), unless sooner terminated in accordance with the provisions of Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement shall be the date this Agreement is executed by the authorized CITY representative. The term of this Agreement may be extended by amendment in accordance with Article 9.A. It is intended that termination of this Agreement be contemporaneous with the final acceptance of all services described in Exhibit B by the Gilroy City Administrator or designee.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
Both parties understand and agree that CONTRACTOR, and any person working for or under the direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an employer-employee relationship between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR 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.
CONTRACTOR retains the right to perform services for others during the term of this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A (“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this Agreement.
B. Method of Performing Services
CONTRACTOR will determine the method, details, and means of performing the above-described Services. CITY has no right to control the manner or determine the method of accomplishing CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY.
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C. Employment of Workers
CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these workers and for all State and Federal income tax, unemployment insurance, Social Security, disability insurance, and other applicable withholding.
As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article
5.D from and against any and all third-party claims arising from allegations that an employeeemployer relationship exists between CITY and an employee or subcontractor of CONTRACTOR or of any of its subcontractors.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the Services to be performed by CONTRACTOR, CITY shall pay CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation shall be without right to any additional compensation of any kind or type whatsoever, including, without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written authorization from CITY, that exceed the total compensation amount provided herein. In the event of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to CONTRACTOR for the complete and satisfactory performance of the Services in accordance with this Agreement exceed $450,000 combined aggregate for three years between all firms selected for On-Call Utilities Engineering Services.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice CITY no more than once every thirty (30) days.
C. Payment
Payment will be due according to the payment schedule set forth in Exhibit D. No payment will be made unless CONTRACTOR has first provided CITY with a written invoice describing the work performed and any approved direct expenses (as provided for in Exhibit A, Section III) incurred during the preceding period. CITY shall have no obligation to pay for any work or direct expenses not invoiced within ninety (90) days of the date such work was performed or such expenses were incurred. Expenses shall not be invoiced until incurred.
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If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR 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 breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection by mutual agreement of both parties hereto.
D. Costs and Expenses Incident to Performance
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of Services for CITY, including, without limitation, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing Services for CITY, except for those expenses constituting approved “direct expenses” referenced in Exhibit A, Section III.
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Compliance with Laws
CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in fulfilling CONTRACTOR’s obligations under this Agreement.
Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions of California Labor Code Section 1735, and California Government Code Section 12940, obligating every worker and/or subcontractor under a contract or subcontract to CITY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee, applicant for employment, or any potential subcontractor.
Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and maintenance work performed under certain public works contracts is subject to all State laws regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770 et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000 and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws. ☒ ____________(initial) If the box to the left of this sentence is checked and the line beside it initialed by CITY, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws and the provisions set forth in Section G of Exhibit A apply.
INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or not the box above is checked and the line initialed, it is ultimately the responsibility of the CONTRACTOR and all subcontractors to determine for themselves whether any Services provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials, representatives, agents, employees, and volunteers, whether explicitly or implicitly through any number of actions or representations, related to any classification that a project constitutes a public works project which must comport with State Prevailing Wage Laws.
B. Professional Standard of Care
CONTRACTOR shall perform all Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the County of Santa Clara and the State of California.
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR will not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’s review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the Services furnished under this Agreement.
C. Insurance
CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration of this Agreement (and any additional time as may be required in Exhibit E for particular coverage).
D. Indemnification of Liability, Duty to Defend
CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to, and are not limited by, the indemnification provision detailed in Article 5.A related to the State Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E.
To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services or this Agreement, including all claims relating to the failure to pay wages, or the injury or death of any person or damage to any property, however caused, regardless of any negligence of CITY, excepting only such injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
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To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’s employees.
Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract” within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and volunteers shall not extend to any injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the sole or active negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion.
F. State and Federal Taxes
As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is responsible for paying all required State and Federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from payments to CONTRACTOR;
• CITY will not make State or Federal unemployment insurance contributions on behalf of CONTRACTOR;
• CITY will not withhold State or Federal income tax from payments to CONTRACTOR;
• CITY will not make disability insurance contributions on behalf of CONTRACTOR;
• CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR.
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G. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, above. CONTRACTOR shall defend, indemnify and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including, without limitation, reasonable attorneys’ fees, that may arise out of any violations of the Act by CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment will not release CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement.
ARTICLE 7. TIME OF COMPLETION
A. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
B. Commencement of Services
CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A.
C. Contract Time
CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C.
D. Adjustments to Schedule
The term of this Agreement and/or the time periods described in Exhibit C may only be extended by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with Article 9.A.
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ARTICLE 8. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY will have the option of terminating this Agreement by providing written notice of termination in accordance with Article 9.J, within thirty (30) days after receiving such notice of sale.
If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR.
B. Termination by CITY Without Cause
Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement without cause at any time upon giving ten (10) days written notice to CONTRACTOR in accordance with Article 9.J. CONTRACTOR shall immediately stop work upon receipt of such notice except as may be necessary to safeguard and protect a project site, and shall be entitled to compensation per this Agreement for work performed prior to work stoppage.
C. Termination by CITY for Material Breach by CONTRACTOR Should CONTRACTOR breach any provision of this Agreement and such breach be material, CITY may, but is not obligated to, terminate this Agreement by providing written notice to CONTRACTOR in accordance with Article 9.J. For the purposes of this section, material breach of this Agreement includes, but is not limited to the following:
1. CONTRACTOR’s failure to professionally and/or timely perform any of the Services contemplated by this Agreement.
2. CONTRACTOR’s breach of any of its representations, warranties or covenants contained in this Agreement.
Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S material breach of this Agreement, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete those 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 CONTRACTOR for the performance of those tasks pursuant to this Agreement.
D. Termination by CONTRACTOR for CITY’s Failure to Make Agreed-Upon Payments
If CITY fails to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement by the date due, then if and only if such nonpayment constitutes a material breach under this Agreement, CONTRACTOR may, but is not obligated to, terminate this Agreement if Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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such breach is not remedied by CITY within thirty (30) days after written demand for such payment is given by CONTRACTOR to CITY in accordance with Article 9.J.
E. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR will 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 amount set forth in Article 4.A of this Agreement for its Services which have been fully, competently and timely rendered by CONTRACTOR. CONTRACTOR shall within ten days of receipt of notice of termination deliver to CITY all work done toward completion of the Services required hereunder in the format of electronically stored files where available (including, without limitation, documents, spreadsheets, video and images, AUTOCAD or other design files, and the like) and shall act in such a manner as to facilitate the assumption of CONTRACTOR’s duties by any new contractor hired by the CITY to complete such Services, including the use of the files required to be delivered hereunder.
ARTICLE 9. GENERAL PROVISIONS
A. Amendment & Modification
No amendment, modification, alteration or change to the terms of this Agreement will be effective unless and until made in a writing signed by both parties hereto.
B. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, 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.
C. Binding on Successors and Assigns
The covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, and assigns of both parties hereto.
D. Interpretation
The captions and headings of the various articles, sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.
This Agreement contains the contributions of both parties, each of whom has had the opportunity to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of this Agreement.
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E. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no employee, officer, or elected official of the CITY or of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR, and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement.
F. 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 hereunder by CONTRACTOR 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 are not binding upon CITY.
G. Exhibits Incorporated
All exhibits referred to in this Agreement and attached to it are hereby incorporated by reference.
In the event there is a conflict between the terms in the body of this Agreement and any of the terms of any exhibit to this Agreement, the terms in the body of this Agreement shall control.
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. 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 will have any claim or right of action hereunder for any cause whatsoever.
J. Notices
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows:
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CITY: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
With a copy to: City of Gilroy
Attn: Director, Utilities Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
CONTRACTOR: Stephen Spencer, PE
Provost & Pritchard Consulting Group
455 W Fir Ave
Clovis, CA 93611
or to such other address as either party may from time to time specify in writing to the other party in accordance with this paragraph.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the next business day (if faxed or emailed after 5:00 p.m.) K. Severability
If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible.
L. Survival Clause
CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights and remedies, as provided in this Agreement, survive the expiration or any termination of this Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B.
M. Waiver
Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR, or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by CONTRACTOR.
N. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility.
Executed at Gilroy, California, on the date and year written below.
CONTRACTOR: CITY:
Provost & Pritchard Consulting Group CITY OF GILROY
By: By:
Name: Stephen Spencer, PE Name: Matt Morley
Title: Project Manager Title: City Administrator
Social Security or Taxpayer Date:
Identification Number 94-2187078
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT A
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To accomplish that end, CONTRACTOR agrees to assign Stephen Spencer, PE, 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, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision, and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this Agreement, Bret Swain will be the designated CITY contact person(s). The Notice to Proceed may be in the form of email, letter or fax authorizing commencement of the Services. The Notice to Proceed shall be given in accordance with Article 9.J of this Agreement or may be given by email.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY will make a determination of completion within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure to make such a determination of completion within two (2) weeks shall be deemed to constitute CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance.
III. PAYMENT OF FEES AND DIRECT EXPENSES
Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be obligated to pay for those direct expenses that have been previously approved in writing by CITY.
CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct expenses.
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Copies of pertinent financial records, including, without limitation, invoices, must be included with the submission of billing(s) for all direct expenses.
IV. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR 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 CONTRACTOR’s representations and warranties regarding its skills, qualifications and licenses.
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 will 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 will be that used by CITY for similar purposes.
If such deliverables are required under this Agreement, 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 will include his or her name and license number. Interim documents will 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 will bear the signature and seal of that licensee and the date of signing and sealing or stamping.
B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
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, without limitation, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR, 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 CONTRACTOR, all of which will be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request.
C. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without limitation, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and will 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 Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR 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.
D. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.
E. OWNERSHIP OF MATERIAL.
All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request (whether during or after the term of this Agreement), but CONTRACTOR may retain and use copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered shall become the property of the CITY, but they shall remain the property of CONTRACTOR prior to the delivery thereof.
CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party, and any claims arising out of an actual or alleged breach of this representation and warranty shall be subject to CONTRACTOR’s obligations pursuant to Article 5.D.
Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any time for any work, whether or not associated with the Services rendered under this Agreement.
However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR from, damages resulting from the use of the Materials for work other than for the Services, including, without limitation, the release of Materials to third parties for work other than on the Services rendered under this Agreement.
F. FEDERAL OR STATE FUNDING REQUIREMENTS.
☐ If the box to the left of this sentence is checked, this Agreement involves Federal or State funding and the requirements of this Section IV.F, below, apply.
1. DBE Program
CONTRACTOR 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.
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2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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, CITY shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the price or consideration specified in this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or other consideration.
4. Byrd Anti-Lobbying Amendment
If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352.
5. Additional Federal Requirements
If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR 200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,” which are incorporated herein by reference as though fully set forth.
G. PREVAILING WAGE REQUIREMENTS.
If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article 5, the following requirements apply:
1. Payment of Prevailing Wages
CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no less than the applicable prevailing wage rate.
2. Prevailing Wage Rates
The prevailing wage rate of per diem wages is available online at the following website:
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subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and shall make them available to any interested party upon request.
3. Penalties for Violations
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under Labor Code Sections 1720 through 1861.
4. Payroll Records
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. CONTRACTOR and all subcontractors shall also furnish records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner required by Labor Code Section 1771.4.
5. Apprentices
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6, and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to the standards enumerated in Labor Code Section 1777.7.
6. Working Hours
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through 1815, including but not limited to restricting working hours on public works contracts to eight (8) hours a day
7. Contractor and Subcontractor Registration Requirements CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Business and Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded.
8. Compliance Monitoring and Enforcement
This Agreement and the Services provided thereunder are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
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EXHIBIT B
SCOPE OF SERVICES
The Scope of Work includes, but is not limited to, the following:
• Consultant shall furnish all technical and professional labor and materials needed to provide requested engineering design services. Any authorized design work shall meet all applicable City’s Standard Details and specifications, State Laws such as Title 22, DDW Regulations, SWRCB Regulations, the most recent Caltrans Plans and Specifications, and as directed by the Director of Utilities.
• Consultants shall be knowledgeable and familiar with permitting processes for CalTrans, UPRR, Valley Water, DWR, BAAQMD, DDW, RWQCB, SWRCB, USACE, DFW, and other applicable local, State and federal agencies relevant to the development of the projects. • Provide on-call civil engineering and other project related services on an on-call, as needed basis per individual Work Authorization(s).
• Provide civil engineering design and/or construction management services for repairs, replacements, and improvements of the City's water and sewer infrastructure. • Provide project and program management services, as needed, to support water and sewer infrastructure repair, replacement, and improvement projects for the City. • Provide in-house personnel or sub-consultants as needed to fully support the development of projects.
• Provide the full range of engineering services through various project phases as needed to complete projects.
• Review and develop standard plans, specifications, and engineering estimates. • Assist Utilities in managing the bidding of public construction projects, including, but not limited to: issuing project bid packages; responding to requests for information (RFIs); issuing contract addendums; and drafting staff reports with recommendations for City Council action. • During construction: make on-site visits; inspect construction; review material submittals, shop drawings, and test results; respond to RFIs; draft change orders; and review pay estimates. • Provide Hydraulic Modeling services as needed to support projects including, but not limited to:
modeling pressure zones, HGLs and flows under various scenarios within existing or proposed systems.
• Provide Hydrology/Hydraulic Design and Studies, including, but not limited to: flood, subsurface, and stormwater runoff drainage; soil stability and infiltration; erosion and Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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sedimentation control; stormwater detention; and clean water treatments (i.e., green infrastructure).
• Ensure that all materials including, but not limited to, computer information, data and source code, CAD, GIS files, hydraulic modeling files and raw data, sketches, tracings, drawings, plans, documents, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared shall be provided to City upon its request per Exhibit A Specific Provisions, Section IV, E of the Agreement. • Services may include the provision of staff augmentation for limited terms to support the City’s staff resources where project work exceeds in-house staff capacity. • Any other engineering services necessary to plan, estimate, study, design, bid and construct a project, or to evaluate, analyze or study the existing water or sewer system or proposed improvements scenarios.
On-call Work Authorizations
Upon written request from the City, the Consultant shall advise the City in writing of the proposed scope of services to be provided for each assignment, the proposed not-to-exceed cost for each of the services and the estimated time to perform each of the services. The Consultant shall not proceed to perform any such assignments until the City and Consultant have agreed upon a written detailed scope of work, a detailed cost proposal, a schedule to complete the Scope of work, an estimated period for performance for which the consultant anticipates the work is expected to be performed, and the City has given its written authorization to proceed. The detailed Scope of Work shall clearly break out each identifiable task to be performed and all activities necessary to perform each task. The Scope of Work shall include any assumptions made in preparing the Scope of Work.
The detailed cost proposal shall be provided as a spreadsheet identifying each personnel performing each task, the number of hours associated with said personnel, the hourly rate for said personnel, any overhead costs associated with each task, the cost for each of the personnel/overhead and by each task, and a total cost (Not to Exceed). Hourly rates shall conform with those provided in the SOQ. The cost shall be formatted in a not to exceed at cost estimate (number of person-hours multiplied by the current billing rates of the Consultant) for each Scope of Work item to be performed. If the cost proposal, or portions thereof, is acceptable, the City may then determine to issue a work authorization for the proposed Scope of work, or portions thereof, at the City's discretion and signed by the Utilities Director.
Additional Services
The need for additional types of services may be required during the term of the contract. The Consultant shall submit a cost estimate and fee schedule for any additional staff, subconsultants and equipment, which may be directly involved in the work outside of the scope of services above.
The cost estimate shall be on time and materials not to exceed basis. If the cost estimate and fees are deemed acceptable to the City, a work authorization may be issued approving the additional services. In no case shall the services, including additional services, awarded in the agreement exceed the annual contract amount.
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Compensation for specific projects or tasks shall be on a time and materials basis not to exceed the cost proposal authorized in the written Work Authorization. Work on tasks or projects shall not proceed without written work authorization by the City.
The method of payment shall be in accordance with the agreed upon fee schedule based on hourly rates and unit costs set forth in the Consultant’s Fee Schedule. Personnel costs shall be provided as the fully loaded hourly fees, including all overhead and mark-ups, for each team member shall be provided in the fee schedule. Direct cost shall be provided as the fully loaded unit costs. The fee schedule shall be provided for each year of the contract, and valid for the entire contract term.
The fees for each year shall be shown, price escalators shall not exceed 3% per each year of the Contract.
Unless otherwise agreed upon by the City, payment is to be commensurate with the work completed and may be paid on the basis of work progress. Progress payment requests shall be submitted to the City for review and approval within five (5) business days from the last working day of that month. Payment will occur following receipt of an invoice from the Consultant and approval of the invoice by the City. When approved for payment, payment will occur within thirty (30) days after receipt of an approved invoice.
The total contract amount awarded for the initial three-year term of the contract is in the amount not to exceed $450,000 combined aggregate between all firms selected for On-Call Engineering Services.
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EXHIBIT C
MILESTONE SCHEDULE
All services within this agreement will be conducted on an on-call basis whenever services are requested through writtern authorization by the CITY.
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EXHIBIT D
PAYMENT SCHEDULE
See Attached Fee Schedule
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ON-CALL UTILITIES ENGINEERING SERVICES
WWW.PROVOS TANDPR I TCHARD.COM 38
FEE SCHEDULE
Provost & Pritchard Consulting Group is providing the attached fee schedules for prime consultant and subconsultant services for the City of Gilroy On-Call Utilities Engineering Services, Project No. 26-RFQUT-334.
The attached schedules include Provost & Pritchard’s 2026 Standard Fee Schedule, BSK Associates’ fee schedule for geotechnical, pavement, and materials testing services, and ECORP Consulting, Inc.’s 2026–2030 fee schedule for cultural resources, air quality/GHG, BAAQMD compliance, health risk, and paleontological resources support.
Rates for future contract years will be subject to the applicable annual adjustment provisions shown in the attached schedules and will not exceed the maximum annual escalation permitted by the RFQ.
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2026 STANDARD FEE SCHEDULE
The rates outlined herein are effective for the period January 1, 2026 through December 31, 2026. Such rates will be adjusted annually on January 1 of each subsequent year. Such adjustment shall be mutually agreed upon by the Client and Consultant and shall be reflective of then current market conditions.
STAFF TYPE FEE RANGE
ENGINEERING
Assistant Engineer $128.00 – $156.00
Associate Engineer $149.00 – $180.00
Senior Engineer $188.00 – $225.00
Principal Engineer $235.00 – $295.00
Associate Structural Engineer $148.00 – $178.00
Senior Structural Engineer $187.00 – $225.00
Principal Structural Engineer $235.00 – $275.00
Assistant Electrical, I&C Engineer $134.00 – $162.00
Associate Electrical, I&C Engineer $170.00 – $200.00
Senior Electrical, I&C Engineer $210.00 – $250.00
Principal Electrical, I&C Engineer $260.00 – $300.00
SPECIALISTS
Assistant Specialist $107.00 – $127.00
Associate Specialist $133.00 – $163.00
Senior Specialist $170.00 – $208.00
Principal Specialist $218.00 – $278.00
Assistant Biologist $108.00 – $123.00
Associate Biologist $128.00 – $155.00
Senior Biologist $162.00 – $184.00
Principal Biologist $192.00 – $232.00
Assistant Geologist/Hydrogeologist $117.00 – $142.00
Associate Geologist/Hydrogeologist $148.00 – $172.00
Senior Geologist/Hydrogeologist $182.00 – $212.00
Principal Geologist/Hydrogeologist $222.00 – $262.00
Principal Tunneling Consultant $258.00 – $288.00
PLANNING
Assistant Planner $110.00 – $130.00
Associate Planner $137.00 – $158.00
Senior Planner $165.00 – $193.00
Principal Planner $201.00 – $231.00
STAFF TYPE FEE RANGE
TECHNICAL
Assistant Technician $96.00 – $113.00
Associate Technician $120.00 – $144.00
Senior Technician $150.00 – $178.00
CONSTRUCTION SERVICES
Associate Construction Manager $146.00 – $166.00
Senior Construction Manager $173.00 – $197.00
Principal Construction Manager $207.00 – $237.00
Construction Inspector (1) $183.00 – $228.00
Construction Inspector OT (1) $233.00 – $278.00
Construction Inspector Dbl OT (1) $260.00 – $305.00
SUPPORT
Administrative Assistant $86.00 – $106.00
Project Administrator $100.00 – $126.00
Senior Project Administrator $134.00 – $216.00
Intern $76.00 – $91.00
SURVEYING SERVICES
Assistant Surveyor $122.00 – $153.00
Licensed Surveyor $173.00 – $213.00
1-Man Survey Crew $215.00
1-Man Survey Crew (1) $255.00
1-Man Survey Crew OT (1) $280.00
2-Man Survey Crew $335.00
2-Man Survey Crew (1) $360.00
2-Man Survey Crew OT (1) $380.00
(Field work not including survey equipment billed at individual standard rate plus vehicle as appropriate.)
(1) Prevailing wage rates shown for San Joaquin, Stanislaus, Merced, Madera, Fresno, Tulare, Kings, and Kern counties; other counties as quoted.
Additional Fees
Expert Witness/GIS Training:
As quoted.
Travel Time (for greater than one
(1) hour from employee’s base office):
$95/hour (unless the individual’s rate
is less)
WWW.PROVOSTANDPRITCHARD.COM (559) 449-2700
Project Costs
Mileage: IRS value + 15%
Outside Consultants: Cost + 15%
Direct Costs: Cost + 15%
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BSK Associates - Schedule of Fees - July 1, 2025 to June 30, 2026 Litigation support 1.5x standard rate
Deposition / Trial 2.0x standard rate
BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES
Field Work from 0 to 4 hours Bill 4 hours
Field Work from 4 to 8 hours Bill 8 hours
Field Work over 8 hours / Saturdays Bill time and a half Sundays, holidays and over 12 hours Bill double time
Night Shift (Shift commencing after 2pm / before 4am) Base Rate x 12.5% Show-up time (no work performed) Bill 2 hours
Sampling or cylinder pickup, minimum charge Bill 2 hours
BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES
Field Work from 0 to 4 hours Bill 4 hours
Field Work from 4 to 8 hours Bill 8 hours
Field Work over 8 hours / Saturdays Bill time and a half Sundays, holidays and over 12 hours Bill double time
Night Shift (Shift commencing after 2pm / before 4am) Base Rate x 12.5% Show-up time (no work performed) Bill 2 hours
Sampling or cylinder pickup, minimum charge Bill 2 hours
BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES
Field Work from 0 to 4 hours Bill 4 hours
Field Work from 4 to 8 hours Bill 8 hours
Field Work over 8 hours / Saturdays Bill time and a half Sundays, holidays and over 12 hours Bill double time
Premium Shift (Weekday work before 6am / after 5pm) Bill time and a half Show-up time (no work performed) Bill 2 hours
Sampling or cylinder pickup, minimum charge Bill 2 hours Project Administration Fees 7% of Invoice DIR Administration Fees 3% of Invoice Mileage - 2x4 (Portal to Portal) $ 1.00 Certified Payroll / DIR Upload (Monthly) $ 300.00 Mileage - 4x4 (Portal to Portal) $ 2.00 Non-Performance Certified Payroll / DIR Upload (Monthly) $ 100.00 Bridge Toll Cost + 15% Subcontractor Mngmnt / Compliance Forms (Monthly) $ 100.00 Parking Fees Cost + 15% Add. LCP Tracker or Other Compliance Software (Monthly) $ 200.00 Per Diem (as required) Quote / $250 min. Additional Special Forms, as required (Monthly) $ 150.00 Subconsultant Services Cost + 15% Project Setup (Project) $ 550.00
REIMBURSABLES
PERSONNEL RATES
Escalation: The prices noted below are subject to an increase of 5% annually, effective July 1 of each year following the initiation of a services agreement.
PROFESSIONAL STAFF
TECHNICAL STAFF - FIELD AND LABORATORY (NON-PREVAILING WAGE)
NORTHERN CA PREVAILING WAGE LABOR RATES
SOUTHERN CA PREVAILING WAGE LABOR RATES
BSK Fee Schedule 2025-2 Page 1 of 3
Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
BSK Associates - Schedule of Fees - July 1, 2025 to June 30, 2026 gINT (software) 71.00 $ Slide (software) 140.00 $
LPile (software) 71.00 $ Settle3D (software) 140.00 $
APile (software) 71.00 $ Cpet-IT (software) 71.00 $
SHAFT (software) 71.00 $ LiqSVs (software) 71.00 $
GROUP (software) 140.00 $ ArcGIS (software) 71.00 $
Cliq (software) 71.00 $ Surfer (software) 71.00 $
LiquefyPro (software) 71.00 $ Seep/W (software) 140.00 $ LiqIT (software) 71.00 $
Nuclear Gauge (Day) 78.00 $ 10' PVC Blank - 2"(Each) 29.00 $ Skidmore Wilhelm Calibrator (Day) 78.00 $ 10' PVC Blank - 4: (Each) 68.00 $ NDT Weld Testing Equipment - UT/MT/PT (Day) 78.00 $ 10' PVC Screen - 2" (Each) 46.00 $ Proof Load Testing Equipment (Day) 78.00 $ 10' PVC Screen - 4" (Each) 92.00 $ Torque Wrench (Day) 78.00 $ 5' PVC Blank - 2" (Each) 20.00 $ GPR Scanning Equipment (Day) 358.00 $ 5' PVC Blank - 4" (Each) 59.00 $ Rebar Locator/Pachometer (Day) 141.00 $ 5' PVC Screen - 2" (Each) 29.00 $ Coring Equipment (day) 265.00 $ 5' PVC Screen - 4" (Each) 76.00 $ Relative Humidity Meter (Day) 78.00 $ 55 Gallon Drum (Each) 138.00 $ Moisture Emission Test Kit (Each) 53.00 $ 6 "x 5' Steel Monument Cover (Each) 326.00 $ Wood Moisture Meter (Day) 78.00 $ Air Indicators (Each) 59.00 $ Air Meter (Concrete) 78.00 $ Combustible Gas Indicator (Day) 87.00 $ Laptop (Day) 83.00 $ Disposable Bailer (Each) 16.00 $
Document Scanner (Day) 36.00 $ HydroPunch Tip (Each) 27.00 $ Vehicle/Truck Charge (Day) 151.00 $ Lantec GEM 500 (Day) 285.00 $ Hand Auger (Day - Environmental) 175.00 $
Hand Auger (Day - Geotechnical) 300.00 $ Locking Cap - 2" (Each) 27.00 $ Seismograph (Day) 350.00 $ Locking Cap - 4" (Each) 56.00 $ Hand-held GPS (Day) 107.00 $ Silicone Tubing (Foot) 9.00 $ Slope Inclinometer Probe (Each) 551.00 $ Tedlar Vapor Bags (Each) 34.00 $ Double Ring Infiltrometer (Day) 600.00 $ Bottom Cap (Each) 12.00 $ Drilling Kit - Paint/Stakes/Lath (Each) 38.00 $ Disposable Purge Pump Tubing (Foot) 2.00 $ Drilling Supplies (Tubes / Caps) 450.00 $ Bison Resistivity Meter (Day) 224.00 $ Sample Sleeve w/ Caps/Teflon 6" (Each) 15.00 $ Chem Grout Pump (Day) 146.00 $ Manometer (Day) 272.00 $ DC Purge Pump (Day) 74.00 $
Generator 116.00 $ Development Pump and Controller (Day) 102.00 $ Power Auger 116.00 $ Dissolved Oxygen Meter (Day) 88.00 $ AC Cold Patch (Each) 21.00 $ Grundfos Converter (Day) 98.00 $ Bentonite Grout (Bag) 29.00 $ HydroPunch II (Each) 350.00 $ Bentonite Medium Chips (Bag) 27.00 $ Interface Meter (Each) 131.00 $ Bentonite Pellets (Bucket / Bag) 208.00 $ Kemmer Sampler (Day) 50.00 $ Bentonite Powder (Bag) 17.00 $ ORP Meter (Each) 93.00 $ Filter Sand (Bag) 16.00 $ Sample Pump (Day) 140.00 $
Portland Cement (Bag) 21.00 $ Scanning Equipment (Day) 141.00 $ Ready Mix (Bag) 20.00 $ Water Level Data Logger (Day) 108.00 $ Padlocks (Each) 29.00 $ Telescopic Wastewater Sampler (Day) 74.00 $ pH/EC/Temperature Meter (Day) 83.00 $ SVE System (Month) 1,544.00 $ PID/OVA (Day) 166.00 $ Combustible Gas Meter (Day) 265.00 $ Steam Cleaner (Day) 153.00 $ Water Meter (Day) 71.00 $
Turbidity Kit (Day) 93.00 $ Flow Monitoring Equipment (Day) 428.00 $ Water Sample Filters (Each) 30.00 $ Liquid Proportional Sampling Equipment (Day) 435.00 $ Well Sounder (Day) 66.00 $ Gas Detector Pump (Each) 50.00 $ Well Vault Traffic Rated Box (Each) 153.00 $ Landfill Gas Chromatograph (Day) 287.00 $ Bollards (Each) 131.00 $ Support Truck (Day) 287.00 $
Air Compressor (Day) 78.00 $ Sound Level Meter (Each) 45.00 $ Continuous Core Sampler (Day) 358.00 $ Water Level Transducers (Each) 17.00 $ 4" Disposable Bailers (Each) 27.00 $ Multiparameter Env Water Meter (Day) 195.00 $ Escalation: The prices noted below are subject to an increase of 5% annually, effective July 1 of each year following the initiation of a services agreement.
SOFTWARE AND EQUIPMENT
ANALYSIS SOFTWARE USAGE FEES
EQUIPMENT
BSK Fee Schedule 2025-2 Page 2 of 3
Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
BSK Associates - Schedule of Fees - July 1, 2025 to June 30, 2026 Modified or Standard Proctor - 4" or 6" Mold (ASTM / AASHTO) 353.00 $ % Crushed Particles / Fractured Particles (CT 205/AASHTO T335) 229.00 $ Proctor with Oversize Material (ASTM / AASHTO) 441.00 $ % Flat & Elongated (ASTM D4791) 175.00 $ Proctor Check Point (All Methods) 120.00 $ Minus 200 Wash/Aggregate (ASTM C117) 116.00 $ Caltrans Maximum Wet Density (CT 216) 298.00 $ Sieve Analysis w/ Wash (ASTM C136 / CT 202 / AASHTO T27) 237.00 $ Minus 200 Wash Soil (ASTM D1140) 116.00 $ Sieve Analysis - Coarse Only (ASTM C136 / CT 202 / AASHTO T27) 116.00 $ Moisture Content of Soils (ASTM D2216) 49.00 $ Coarse Specific Gravity / Absorption (ASTM C127/CT 206/AASHTO T85) 221.00 $ Plasticity Index (ASTM D4318) 305.00 $ Fine Specific Gravity / Absorption (ASTM C128/CT 207/AASHTO T84) 221.00 $ Expansion Index of Soils (ASTM D4829) 327.00 $ Sand Equivalent (ASTM D2419 / CT 217 / AASHTO T176) 175.00 $ Collapse Potential of Soils (ASTM D2435) 284.00 $ Durability Index (ASTM D3744 / CT 229 / AASHTO T210) 348.00 $ Organic Impurities (ASTM C40 / CT 213) 116.00 $ Abrasion by LA Rattler, Large Size (ASTM C535) 397.00 $ Tube Density & Moisture Content of Soil (ASTM D2216, D2937) 60.00 $ Abrasion by LA Rattler, Small Size (ASTM C131/CT 211/AASHTO T96) 327.00 $ Visual Classification (ASTM D2488) 60.00 $ Cleanness Value of Aggregate (CT 227) 250.00 $ Hydrometer (ASTM D422 / CT 203) 331.00 $ Aggregate Wt pcf Compacted (ASTM C 29) 123.00 $ Double Hydrometer (ASTM D4221) 435.00 $ Gradation-Rip Rap - Per Sieve (D5519-Method A) 313.00 $ Fina Agg. Angularity / Uncompacted Voids (CT 234 / AASHTO T304) 154.00 $ Sodium Sulfate Soundness-Min. Charge (ASTM C88/CT 214/AASHTO T104) 485.00 $ Sand Density Calibration (ASTM D1566) 243.00 $ Sodium Sulfate Soundness-Per Sieve (ASTM C88/CT 214/AASHTO T104) 154.00 $ Minimum Resistivity of Soils (CT 643) 195.00 $ R-Value of Soils (CT 301) 497.00 $ Consolidation (ASTM D2435) w/ 2 Time Rates 581.00 $ Soil Cement Compression - Set of 3 (ASTM D1633) 331.00 $ Consolidation (ASTM D2435) w/ No Time Rates 386.00 $ CIR / FDR Compressive Strength Testing - Set 331.00 $ Unconfined Compressive Strength, Soil (ASTM D2166) 154.00 $ CIR / FDR Sample Preparation / Compaction - Set 303.00 $ Remolded Consolidation (ASTM D2435) 491.00 $ CBR (ASTM D1883/AASHTO T-180) 1,379.00 $ Minimum Index Density Soils (ASTM D4254) 96.00 $ Preparation/Compacting of Soil Stabilization Samples (Lime/Cement) Set of 3 520.00 $ Direct Shear Remolded (ASTM D3080) 364.00 $ Soluble Sulfate Chloride & Sulfide 181.00 $ Direct Shear (ASTM D3080) 305.00 $ pH Sulfate & Chloride 91.00 $ Remolded Direct Shear (ASTM D3080) 364.00 $ % Lumps/Friable Particles (ASTM C142) 112.00 $ Remolded Flexwall Perm (ASTM D5084) 776.00 $ % Organics in Soil (ASTM D2974) 190.00 $ JMF Mix Design, Superpave / Caltrans 12,430.00 $ Bitumen Content - Ignition (ASTM D6307 / CT 382 / AASHTO T308) 311.00 $ JMF Verification - HMA - Superpave / Caltrans / BMD 7,203.00 $ Oil Content Correction Factor (ASTM D6307 / CT 382 / AASHTO T308) 723.00 $ JMF Production Startup - Superpave / Caltrans / BMD 6,701.00 $ Gradation from Extraction (ASTM D5444 / AASHTO T30) 300.00 $ RAP Material Testing - Additional Fee 872.00 $ Bulk Specific Gravity - Each (CT308 / AASHTO T275 / ASTM D2726) 88.00 $ Rubberized RHMA Material - Additional Fee 2,011.00 $ Max Specific Gravity - Rice Method (ASTM D2041 / CT 309 / AASHTO T209) 348.00 $ JMF Mix Design, HVEEM 4,300.00 $ Volumetric Calculations (VMA, VFA, DP, AV, Eff. Calcs) 74.00 $ JMF Mix Design, Marshall 5,101.00 $ Moisture Content of Asphalt (CT 370 / AASHTO T329) 91.00 $ Open Graded Asphalt Optimum Bitumen Content (CT 368) 3,070.00 $ Film Stripping 123.00 $ Gyratory Compaction - Set of 3 (AASHTO T312) 464.00 $ Compaction/Preparation of HMA Briquette (CT 304) 305.00 $ Hamburg Wheel Track (AASHTO T324 / CT 389) 2,756.00 $ Stabilometer Value - Set of 3 (CT 366) 386.00 $ Tensile Strength Ratio (CT 371 / AASHTO T283) 1,521.00 $ Lab Mixed TSR - Moisture Induced Damage (AASHTO T283 / CT 371) 2,040.00 $ Marshall Maximum Density - Set of 3 (ASTM D6926) 405.00 $ Calculated AC Maximum Density (CT 367) 138.00 $ Marshall Stability & Flow - Set of 3 (ASTM D6927) 348.00 $ Thickness Determination of AC Cores 29.00 $ Draindown Characteristics of HMA (ASTM D6390 / AASHTO T305) 350.00 $ Indirect Tensile Strength of Compacted HMA (ASTM D6931) 350.00 $ Cracking Index Test (Ideal-CT) (ASTM D8225) 450.00 $ Ideal Rut Test (Ideal-RT / Ideal-HT) (ASTM D8360) 450.00 $ Aggregate Correction Factor (ASTM D6307 / CT 382 / AASHTO T308 650.00 $ Compression Test Concrete - Per Cylinder (ASTM C39) 39.00 $ Flexural Test per Beam (ASTM C78 / CT 523) 124.00 $ Compression Test Concrete - Set of 4/5 (ASTM C39) 189.00 $ Linear Shrinkage - Set of 3 (ASTM C157) 551.00 $ Compression Test of Core (ASTM C42) 84.00 $ Unit Weight Lt Wt Concrete 78.00 $ Compressive Strength of Shotcrete Panel 441.00 $ Splitting Tensile Strength of Concrete (ASTM C496) 166.00 $ Compression Test Composite CMU Prism (1) 229.00 $ Compressive Strength CMU Block (ASTM C140) 265.00 $ Compression Test Grout (Set of 4) 167.00 $ Comp. Strength, SG, & Abs. of CMU - Per Block (ASTM C140) 305.00 $ Compression Test Mortar (Set of 3) 152.00 $ Masonry Linear Shrinkage (ASTM C426) 559.00 $ Compression Test Cellular Concrete / CLSM (Set of 5) 230.00 $ Masonry Core Shear Test (Title 24) 260.00 $ Tensile & Bend of Rebar #3-11 205.00 $ Brinell Hardness of Steel (ASTM E10) 138.00 $ Slip and Tensile Rebar Couplers (CT 670) 298.00 $ Rockwell Hardness of Steel (ASTM E18) 138.00 $ Bolt Proof & Ultimate Load - Each 125.00 $ Face Bend of Steel Coupon 84.00 $ Bolt Hardness - Set of 3 236.00 $ Root Bend of Weld Coupon 84.00 $ Nut Proof Load - Set of 3 236.00 $ Side Bend of Weld Coupon 84.00 $ Nut Hardness - Set of 3 236.00 $ Tensile Test of Steel Coupon 116.00 $ Washer Hardness - Set of 3 236.00 $ Bend Test of Steel Coupon 100.00 $ Dry Density Fireproofing (ASTM E605) 131.00 $ Adhesion / Cohesion Fireproofing Materials 175.00 $
METALS & FIREPROOFING
Escalation: The prices noted below are subject to an increase of 5% annually, effective July 1 of each year following the initiation of a services agreement.
MATERIALS LABORATORY TESTS
Standard Rate Applies to Normal Testing Schedule. Rush Order Turnaround Time Charged at 1.5 x Standard Unit Rates.
HOT MIX ASPHALT
CONCRETE & MASONRY
SOILS & AGGREGATES
BSK Fee Schedule 2025-2 Page 3 of 3
Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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6. FEE SCHEDULE FOR PROFESSIONAL SERVICES
ECORP Consulting, Inc. – 2026-2030 Rates*
Proposed Category Rates 2026 Rates 2027 Rates 2028 Rates 2029 Rates 2030 Principal V 440 453 467 481 495
Principal IV 370 381 393 404 416
Principal III 315 324 334 344 354
Principal II 270 278 286 295 304
Principal I 250 258 265 273 281
Professional XI 270 278 286 295 304
Professional X 245 252 260 268 276
Professional IX 225 232 239 246 253
Professional VIII 210 216 223 229 236
Professional VII 195 201 207 213 219
Professional VI 185 191 196 202 208
Professional V 175 180 186 191 197
Professional IV 160 165 170 175 180
Professional III 145 149 154 158 163
Professional II 135 139 143 148 152
Professional I 125 129 133 137 141
Technician IV 120 124 127 131 135
Technician III 115 118 122 126 130
Technician II 105 108 111 115 118
Technician I 95 98 101 104 107
Project Admin III 135 139 143 148 152
Project Admin II 115 118 122 126 130
Project Admin I 105 108 111 115 118
*Technical and Professional classifications include biologists, regulatory permitting specialists, archaeologists, architectural historians, paleontologists, air quality/greenhouse gas specialists, noise specialists, planners, CEQA/NEPA specialists, GIS specialists, UAS pilots, and other technical professionals.
Expense Reimbursement/Other:
1. Computers, facsimile, and telephone are included in the billing rates, and there is no additional charge.
2. Reproduction, equipment and other direct expenses are reimbursed at cost plus a 14% administrative handling charge (excluding mileage).
3. Hourly rates for subconsultants (if any) will be billed at the hourly rate indicated, plus a 12% administrative handling charge.
4. Mileage will be billed at the current IRS rate, adjusted annually.
5. Per Diem, depending upon location, may be charged where overnight stays are required.
Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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6. Expert Witness Testimony, including Depositions, is billed at time and a half.
7. Non-standard invoicing will be billed at the hourly rates for support personnel.
8. Hourly rates will escalate at a rate of 3% per annum.
Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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EXHIBIT E
INSURANCE [Professional Services]
CONTRACTOR shall procure and maintain for the duration of the Agreement, and for additional time if required below, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees, including any subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code 1 (any auto), or if CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).
Primary Coverage
For any claims related to this Agreement, the CONTRACTOR’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 in regards to CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Umbrella or Excess Policy
CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to CITY.
Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by CITY. CITY may require CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work pursuant thereto.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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CONTRACTOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
CONTRACTOR shall furnish CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All required documents are to be received and approved by CITY before work commences. However, failure to obtain the documents prior to the work beginning shall not waive CONTRACTOR’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
Subcontractors
CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction-related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Docusign Envelope ID: 82B49C23-88AF-89CA-8301-A128AD839DD7
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AGREEMENT FOR SERVICES
[Professional Services]
This Agreement for Services (the “Agreement”) is entered into as of October 1, 2026 (the “Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly organized and existing under the laws of the State of California, and Schaaf & Wheeler Consulting Civil Engineers (“CONTRACTOR”).
ARTICLE 1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and continue in effect through September 30, 2029, with the option for two, one-year extensions (“End Date”), unless sooner terminated in accordance with the provisions of Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement shall be the date this Agreement is executed by the authorized CITY representative. The term of this Agreement may be extended by amendment in accordance with Article 9.A. It is intended that termination of this Agreement be contemporaneous with the final acceptance of all services described in Exhibit B by the Gilroy City Administrator or designee.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
Both parties understand and agree that CONTRACTOR, and any person working for or under the direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an employer-employee relationship between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR 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.
CONTRACTOR retains the right to perform services for others during the term of this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A (“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this Agreement.
B. Method of Performing Services
CONTRACTOR will determine the method, details, and means of performing the above-described Services. CITY has no right to control the manner or determine the method of accomplishing CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY.
Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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C. Employment of Workers
CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these workers and for all State and Federal income tax, unemployment insurance, Social Security, disability insurance, and other applicable withholding.
As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article
5.D from and against any and all third-party claims arising from allegations that an employeeemployer relationship exists between CITY and an employee or subcontractor of CONTRACTOR or of any of its subcontractors.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the Services to be performed by CONTRACTOR, CITY shall pay CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation shall be without right to any additional compensation of any kind or type whatsoever, including, without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written authorization from CITY, that exceed the total compensation amount provided herein. In the event of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to CONTRACTOR for the complete and satisfactory performance of the Services in accordance with this Agreement exceed $450,000 combined aggregate for three years between all firms selected for On-Call Utilities Engineering Services.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice CITY no more than once every thirty (30) days.
C. Payment
Payment will be due according to the payment schedule set forth in Exhibit D. No payment will be made unless CONTRACTOR has first provided CITY with a written invoice describing the work performed and any approved direct expenses (as provided for in Exhibit A, Section III) incurred during the preceding period. CITY shall have no obligation to pay for any work or direct expenses not invoiced within ninety (90) days of the date such work was performed or such expenses were incurred. Expenses shall not be invoiced until incurred.
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If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR 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 breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection by mutual agreement of both parties hereto.
D. Costs and Expenses Incident to Performance
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of Services for CITY, including, without limitation, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing Services for CITY, except for those expenses constituting approved “direct expenses” referenced in Exhibit A, Section III.
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Compliance with Laws
CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in fulfilling CONTRACTOR’s obligations under this Agreement.
Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions of California Labor Code Section 1735, and California Government Code Section 12940, obligating every worker and/or subcontractor under a contract or subcontract to CITY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee, applicant for employment, or any potential subcontractor.
Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and maintenance work performed under certain public works contracts is subject to all State laws regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770 et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000 and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws. ☒ ____________(initial) If the box to the left of this sentence is checked and the line beside it initialed by CITY, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws and the provisions set forth in Section G of Exhibit A apply.
INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or not the box above is checked and the line initialed, it is ultimately the responsibility of the CONTRACTOR and all subcontractors to determine for themselves whether any Services provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials, representatives, agents, employees, and volunteers, whether explicitly or implicitly through any number of actions or representations, related to any classification that a project constitutes a public works project which must comport with State Prevailing Wage Laws.
B. Professional Standard of Care
CONTRACTOR shall perform all Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the County of Santa Clara and the State of California.
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR will not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’s review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the Services furnished under this Agreement.
C. Insurance
CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration of this Agreement (and any additional time as may be required in Exhibit E for particular coverage).
D. Indemnification of Liability, Duty to Defend
CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to, and are not limited by, the indemnification provision detailed in Article 5.A related to the State Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E.
To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services or this Agreement, including all claims relating to the failure to pay wages, or the injury or death of any person or damage to any property, however caused, regardless of any negligence of CITY, excepting only such injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
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To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’s employees.
Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract” within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and volunteers shall not extend to any injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the sole or active negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion.
F. State and Federal Taxes
As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is responsible for paying all required State and Federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from payments to CONTRACTOR;
• CITY will not make State or Federal unemployment insurance contributions on behalf of CONTRACTOR;
• CITY will not withhold State or Federal income tax from payments to CONTRACTOR;
• CITY will not make disability insurance contributions on behalf of CONTRACTOR;
• CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR.
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G. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, above. CONTRACTOR shall defend, indemnify and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including, without limitation, reasonable attorneys’ fees, that may arise out of any violations of the Act by CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment will not release CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement.
ARTICLE 7. TIME OF COMPLETION
A. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
B. Commencement of Services
CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A.
C. Contract Time
CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C.
D. Adjustments to Schedule
The term of this Agreement and/or the time periods described in Exhibit C may only be extended by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with Article 9.A.
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ARTICLE 8. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY will have the option of terminating this Agreement by providing written notice of termination in accordance with Article 9.J, within thirty (30) days after receiving such notice of sale.
If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR.
B. Termination by CITY Without Cause
Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement without cause at any time upon giving ten (10) days written notice to CONTRACTOR in accordance with Article 9.J. CONTRACTOR shall immediately stop work upon receipt of such notice except as may be necessary to safeguard and protect a project site, and shall be entitled to compensation per this Agreement for work performed prior to work stoppage.
C. Termination by CITY for Material Breach by CONTRACTOR Should CONTRACTOR breach any provision of this Agreement and such breach be material, CITY may, but is not obligated to, terminate this Agreement by providing written notice to CONTRACTOR in accordance with Article 9.J. For the purposes of this section, material breach of this Agreement includes, but is not limited to the following:
1. CONTRACTOR’s failure to professionally and/or timely perform any of the Services contemplated by this Agreement.
2. CONTRACTOR’s breach of any of its representations, warranties or covenants contained in this Agreement.
Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S material breach of this Agreement, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete those 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 CONTRACTOR for the performance of those tasks pursuant to this Agreement.
D. Termination by CONTRACTOR for CITY’s Failure to Make Agreed-Upon Payments
If CITY fails to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement by the date due, then if and only if such nonpayment constitutes a material breach under this Agreement, CONTRACTOR may, but is not obligated to, terminate this Agreement if Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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such breach is not remedied by CITY within thirty (30) days after written demand for such payment is given by CONTRACTOR to CITY in accordance with Article 9.J.
E. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR will 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 amount set forth in Article 4.A of this Agreement for its Services which have been fully, competently and timely rendered by CONTRACTOR. CONTRACTOR shall within ten days of receipt of notice of termination deliver to CITY all work done toward completion of the Services required hereunder in the format of electronically stored files where available (including, without limitation, documents, spreadsheets, video and images, AUTOCAD or other design files, and the like) and shall act in such a manner as to facilitate the assumption of CONTRACTOR’s duties by any new contractor hired by the CITY to complete such Services, including the use of the files required to be delivered hereunder.
ARTICLE 9. GENERAL PROVISIONS
A. Amendment & Modification
No amendment, modification, alteration or change to the terms of this Agreement will be effective unless and until made in a writing signed by both parties hereto.
B. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, 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.
C. Binding on Successors and Assigns
The covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, and assigns of both parties hereto.
D. Interpretation
The captions and headings of the various articles, sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.
This Agreement contains the contributions of both parties, each of whom has had the opportunity to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of this Agreement.
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E. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no employee, officer, or elected official of the CITY or of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR, and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement.
F. 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 hereunder by CONTRACTOR 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 are not binding upon CITY.
G. Exhibits Incorporated
All exhibits referred to in this Agreement and attached to it are hereby incorporated by reference.
In the event there is a conflict between the terms in the body of this Agreement and any of the terms of any exhibit to this Agreement, the terms in the body of this Agreement shall control.
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. 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 will have any claim or right of action hereunder for any cause whatsoever.
J. Notices
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows:
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CITY:
With a copy to:
CONTRACTOR:
City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
City of Gilroy
Attn: Director, Utilities Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
Leif M Coponen, PE
Schaaf & Wheeler Consulting Civil Engineers
4699 Old Ironsides Dr., Ste 350
Santa Clara, CA 95054
or to such other address as either party may from time to time specify in writing to the other party in accordance with this paragraph.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the next business day (if faxed or emailed after 5:00 p.m.) K. Severability
If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible.
L. Survival Clause
CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights and remedies, as provided in this Agreement, survive the expiration or any termination of this Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B.
M. Waiver
Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR, or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by CONTRACTOR.
N. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility.
Executed at Gilroy, California, on the date and year written below.
CONTRACTOR: CITY:
Schaaf & Wheeler Consulting Civil
Engineers
CITY OF GILROY
By: By:
Name: Leif M Coponen, PE Name: Matt Morley
Title: Project Manager Title: City Administrator
Social Security or Taxpayer Date:
Identification Number
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT A
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To accomplish that end, CONTRACTOR agrees to assign Leif M Coponen, PE, 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, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision, and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this Agreement, Bret Swain will be the designated CITY contact person(s). The Notice to Proceed may be in the form of email, letter or fax authorizing commencement of the Services. The Notice to Proceed shall be given in accordance with Article 9.J of this Agreement or may be given by email.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY will make a determination of completion within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure to make such a determination of completion within two (2) weeks shall be deemed to constitute CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance.
III. PAYMENT OF FEES AND DIRECT EXPENSES
Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be obligated to pay for those direct expenses that have been previously approved in writing by CITY.
CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct expenses.
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Copies of pertinent financial records, including, without limitation, invoices, must be included with the submission of billing(s) for all direct expenses.
IV. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR 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 CONTRACTOR’s representations and warranties regarding its skills, qualifications and licenses.
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 will 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 will be that used by CITY for similar purposes.
If such deliverables are required under this Agreement, 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 will include his or her name and license number. Interim documents will 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 will bear the signature and seal of that licensee and the date of signing and sealing or stamping.
B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
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, without limitation, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR, 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 CONTRACTOR, all of which will be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request.
C. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without limitation, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and will 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 Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR 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.
D. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.
E. OWNERSHIP OF MATERIAL.
All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request (whether during or after the term of this Agreement), but CONTRACTOR may retain and use copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered shall become the property of the CITY, but they shall remain the property of CONTRACTOR prior to the delivery thereof.
CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party, and any claims arising out of an actual or alleged breach of this representation and warranty shall be subject to CONTRACTOR’s obligations pursuant to Article 5.D.
Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any time for any work, whether or not associated with the Services rendered under this Agreement.
However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR from, damages resulting from the use of the Materials for work other than for the Services, including, without limitation, the release of Materials to third parties for work other than on the Services rendered under this Agreement.
F. FEDERAL OR STATE FUNDING REQUIREMENTS.
☐ If the box to the left of this sentence is checked, this Agreement involves Federal or State funding and the requirements of this Section IV.F, below, apply.
1. DBE Program
CONTRACTOR 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.
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2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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, CITY shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the price or consideration specified in this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or other consideration.
4. Byrd Anti-Lobbying Amendment
If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352.
5. Additional Federal Requirements
If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR 200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,” which are incorporated herein by reference as though fully set forth.
G. PREVAILING WAGE REQUIREMENTS.
If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article 5, the following requirements apply:
1. Payment of Prevailing Wages
CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no less than the applicable prevailing wage rate.
2. Prevailing Wage Rates
The prevailing wage rate of per diem wages is available online at the following website:
https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONTRACTOR and all Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and shall make them available to any interested party upon request.
3. Penalties for Violations
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under Labor Code Sections 1720 through 1861.
4. Payroll Records
CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. CONTRACTOR and all subcontractors shall also furnish records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner required by Labor Code Section 1771.4.
5. Apprentices
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6, and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to the standards enumerated in Labor Code Section 1777.7.
6. Working Hours
CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through 1815, including but not limited to restricting working hours on public works contracts to eight (8) hours a day
7. Contractor and Subcontractor Registration Requirements CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Business and Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded.
8. Compliance Monitoring and Enforcement
This Agreement and the Services provided thereunder are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
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EXHIBIT B
SCOPE OF SERVICES
The Scope of Work includes, but is not limited to, the following:
• Consultant shall furnish all technical and professional labor and materials needed to provide requested engineering design services. Any authorized design work shall meet all applicable City’s Standard Details and specifications, State Laws such as Title 22, DDW Regulations, SWRCB Regulations, the most recent Caltrans Plans and Specifications, and as directed by the Director of Utilities.
• Consultants shall be knowledgeable and familiar with permitting processes for CalTrans, UPRR, Valley Water, DWR, BAAQMD, DDW, RWQCB, SWRCB, USACE, DFW, and other applicable local, State and federal agencies relevant to the development of the projects. • Provide on-call civil engineering and other project related services on an on-call, as needed basis per individual Work Authorization(s).
• Provide civil engineering design and/or construction management services for repairs, replacements, and improvements of the City's water and sewer infrastructure. • Provide project and program management services, as needed, to support water and sewer infrastructure repair, replacement, and improvement projects for the City. • Provide in-house personnel or sub-consultants as needed to fully support the development of projects.
• Provide the full range of engineering services through various project phases as needed to complete projects.
• Review and develop standard plans, specifications, and engineering estimates. • Assist Utilities in managing the bidding of public construction projects, including, but not limited to: issuing project bid packages; responding to requests for information (RFIs); issuing contract addendums; and drafting staff reports with recommendations for City Council action. • During construction: make on-site visits; inspect construction; review material submittals, shop drawings, and test results; respond to RFIs; draft change orders; and review pay estimates. • Provide Hydraulic Modeling services as needed to support projects including, but not limited to:
modeling pressure zones, HGLs and flows under various scenarios within existing or proposed systems.
• Provide Hydrology/Hydraulic Design and Studies, including, but not limited to: flood, subsurface, and stormwater runoff drainage; soil stability and infiltration; erosion and Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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sedimentation control; stormwater detention; and clean water treatments (i.e., green infrastructure).
• Ensure that all materials including, but not limited to, computer information, data and source code, CAD, GIS files, hydraulic modeling files and raw data, sketches, tracings, drawings, plans, documents, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared shall be provided to City upon its request per Exhibit A Specific Provisions, Section IV, E of the Agreement. • Services may include the provision of staff augmentation for limited terms to support the City’s staff resources where project work exceeds in-house staff capacity. • Any other engineering services necessary to plan, estimate, study, design, bid and construct a project, or to evaluate, analyze or study the existing water or sewer system or proposed improvements scenarios.
On-call Work Authorizations
Upon written request from the City, the Consultant shall advise the City in writing of the proposed scope of services to be provided for each assignment, the proposed not-to-exceed cost for each of the services and the estimated time to perform each of the services. The Consultant shall not proceed to perform any such assignments until the City and Consultant have agreed upon a written detailed scope of work, a detailed cost proposal, a schedule to complete the Scope of work, an estimated period for performance for which the consultant anticipates the work is expected to be performed, and the City has given its written authorization to proceed. The detailed Scope of Work shall clearly break out each identifiable task to be performed and all activities necessary to perform each task. The Scope of Work shall include any assumptions made in preparing the Scope of Work.
The detailed cost proposal shall be provided as a spreadsheet identifying each personnel performing each task, the number of hours associated with said personnel, the hourly rate for said personnel, any overhead costs associated with each task, the cost for each of the personnel/overhead and by each task, and a total cost (Not to Exceed). Hourly rates shall conform with those provided in the SOQ. The cost shall be formatted in a not to exceed at cost estimate (number of person-hours multiplied by the current billing rates of the Consultant) for each Scope of Work item to be performed. If the cost proposal, or portions thereof, is acceptable, the City may then determine to issue a work authorization for the proposed Scope of work, or portions thereof, at the City's discretion and signed by the Utilities Director.
Additional Services
The need for additional types of services may be required during the term of the contract. The Consultant shall submit a cost estimate and fee schedule for any additional staff, subconsultants and equipment, which may be directly involved in the work outside of the scope of services above.
The cost estimate shall be on time and materials not to exceed basis. If the cost estimate and fees are deemed acceptable to the City, a work authorization may be issued approving the additional services. In no case shall the services, including additional services, awarded in the agreement exceed the annual contract amount.
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Compensation for specific projects or tasks shall be on a time and materials basis not to exceed the cost proposal authorized in the written Work Authorization. Work on tasks or projects shall not proceed without written work authorization by the City.
The method of payment shall be in accordance with the agreed upon fee schedule based on hourly rates and unit costs set forth in the Consultant’s Fee Schedule. Personnel costs shall be provided as the fully loaded hourly fees, including all overhead and mark-ups, for each team member shall be provided in the fee schedule. Direct cost shall be provided as the fully loaded unit costs. The fee schedule shall be provided for each year of the contract, and valid for the entire contract term.
The fees for each year shall be shown, price escalators shall not exceed 3% per each year of the Contract.
Unless otherwise agreed upon by the City, payment is to be commensurate with the work completed and may be paid on the basis of work progress. Progress payment requests shall be submitted to the City for review and approval within five (5) business days from the last working day of that month. Payment will occur following receipt of an invoice from the Consultant and approval of the invoice by the City. When approved for payment, payment will occur within thirty (30) days after receipt of an approved invoice.
The total contract amount awarded for the initial three-year term of the contract is in the amount not to exceed $450,000 combined aggregate between all firms selected for On-Call Engineering Services.
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EXHIBIT C
MILESTONE SCHEDULE
All services within this agreement will be conducted on an on-call basis whenever services are requested through writtern authorization by the CITY.
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EXHIBIT D
PAYMENT SCHEDULE
See Attached Fee Schedule
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Hourly Charge Rate Schedule
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project. Rates have an anticipated annual increase of 3% every January 1st. Current hourly rates by classification are listed below:
Classification 2026 2027 2028 2029 2030
Principal Project Manager $315 $325 $335 $350 $365
Senior Project Manager $290 $300 $310 $320 $330
Senior Engineer $265 $275 $285 $295 $305
Associate Engineer $230 $240 $250 $260 $270
Assistant Engineer $210 $220 $230 $240 $250
Junior Engineer $195 $205 $215 $225 $235
Designer $185 $195 $205 $215 $225
GIS Analyst $185 $195 $205 $215 $225
Technician $170 $180 $190 $200 $210
Engineering Trainee $145 $150 $155 $160 $165
Litigation Charges
Court or deposition time as an expert witness is charged at $500 per hour.
Materials and Services
Subcontractors, special equipment, outside reproduction, data processing, computer services, etc., will be charged at 1.10 times cost.
Effective 1/1/26
4699 Old Ironsides Drive, Suite 350, Santa Clara, CA 95054 [email protected]
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EXHIBIT E
INSURANCE [Professional Services]
CONTRACTOR shall procure and maintain for the duration of the Agreement, and for additional time if required below, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees, including any subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code 1 (any auto), or if CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Docusign Envelope ID: 66EFAFA1-CA53-8748-8262-DBD8F050B220
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the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).
Primary Coverage
For any claims related to this Agreement, the CONTRACTOR’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 in regards to CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Umbrella or Excess Policy
CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to CITY.
Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by CITY. CITY may require CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work pursuant thereto.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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CONTRACTOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
CONTRACTOR shall furnish CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All required documents are to be received and approved by CITY before work commences. However, failure to obtain the documents prior to the work beginning shall not waive CONTRACTOR’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
Subcontractors
CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction-related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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AGREEMENT FOR SERVICES
[Professional Services]
This Agreement for Services (the “Agreement”) is entered into as of October 1, 2026 (the “Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly organized and existing under the laws of the State of California, and WHB Engineers (“CONTRACTOR”).
ARTICLE 1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and continue in effect through September 30, 2029, with the option for two, one-year extensions (“End Date”), unless sooner terminated in accordance with the provisions of Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement shall be the date this Agreement is executed by the authorized CITY representative. The term of this Agreement may be extended by amendment in accordance with Article 9.A. It is intended that termination of this Agreement be contemporaneous with the final acceptance of all services described in Exhibit B by the Gilroy City Administrator or designee.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
Both parties understand and agree that CONTRACTOR, and any person working for or under the direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an employer-employee relationship between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR 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.
CONTRACTOR retains the right to perform services for others during the term of this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A (“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this Agreement.
B. Method of Performing Services
CONTRACTOR will determine the method, details, and means of performing the above-described Services. CITY has no right to control the manner or determine the method of accomplishing CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY.
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C. Employment of Workers
CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these workers and for all State and Federal income tax, unemployment insurance, Social Security, disability insurance, and other applicable withholding.
As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article
5.D from and against any and all third-party claims arising from allegations that an employeeemployer relationship exists between CITY and an employee or subcontractor of CONTRACTOR or of any of its subcontractors.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the Services to be performed by CONTRACTOR, CITY shall pay CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation shall be without right to any additional compensation of any kind or type whatsoever, including, without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written authorization from CITY, that exceed the total compensation amount provided herein. In the event of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to CONTRACTOR for the complete and satisfactory performance of the Services in accordance with this Agreement exceed $450,000 combined aggregate for three years between all firms selected for On-Call Utilities Engineering Services.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice CITY no more than once every thirty (30) days.
C. Payment
Payment will be due according to the payment schedule set forth in Exhibit D. No payment will be made unless CONTRACTOR has first provided CITY with a written invoice describing the work performed and any approved direct expenses (as provided for in Exhibit A, Section III) incurred during the preceding period. CITY shall have no obligation to pay for any work or direct expenses not invoiced within ninety (90) days of the date such work was performed or such expenses were incurred. Expenses shall not be invoiced until incurred.
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If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR 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 breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection by mutual agreement of both parties hereto.
D. Costs and Expenses Incident to Performance
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of Services for CITY, including, without limitation, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing Services for CITY, except for those expenses constituting approved “direct expenses” referenced in Exhibit A, Section III.
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Compliance with Laws
CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in fulfilling CONTRACTOR’s obligations under this Agreement.
Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions of California Labor Code Section 1735, and California Government Code Section 12940, obligating every worker and/or subcontractor under a contract or subcontract to CITY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee, applicant for employment, or any potential subcontractor.
Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and maintenance work performed under certain public works contracts is subject to all State laws regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770 et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000 and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws. ☒ ____________(initial) If the box to the left of this sentence is checked and the line beside it initialed by CITY, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws and the provisions set forth in Section G of Exhibit A apply.
INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or not the box above is checked and the line initialed, it is ultimately the responsibility of the CONTRACTOR and all subcontractors to determine for themselves whether any Services provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest Docusign Envelope ID: 505038AD-7157-8AD2-803D-B2A8BEDA805C
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extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials, representatives, agents, employees, and volunteers, whether explicitly or implicitly through any number of actions or representations, related to any classification that a project constitutes a public works project which must comport with State Prevailing Wage Laws.
B. Professional Standard of Care
CONTRACTOR shall perform all Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the County of Santa Clara and the State of California.
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR will not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’s review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the Services furnished under this Agreement.
C. Insurance
CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration of this Agreement (and any additional time as may be required in Exhibit E for particular coverage).
D. Indemnification of Liability, Duty to Defend
CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to, and are not limited by, the indemnification provision detailed in Article 5.A related to the State Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E.
To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services or this Agreement, including all claims relating to the failure to pay wages, or the injury or death of any person or damage to any property, however caused, regardless of any negligence of CITY, excepting only such injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
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To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’s employees.
Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract” within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and volunteers shall not extend to any injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the sole or active negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers.
Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion.
F. State and Federal Taxes
As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is responsible for paying all required State and Federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from payments to CONTRACTOR;
• CITY will not make State or Federal unemployment insurance contributions on behalf of CONTRACTOR;
• CITY will not withhold State or Federal income tax from payments to CONTRACTOR;
• CITY will not make disability insurance contributions on behalf of CONTRACTOR;
• CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR.
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G. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, above. CONTRACTOR shall defend, indemnify and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including, without limitation, reasonable attorneys’ fees, that may arise out of any violations of the Act by CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment will not release CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement.
ARTICLE 7. TIME OF COMPLETION
A. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
B. Commencement of Services
CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A.
C. Contract Time
CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C.
D. Adjustments to Schedule
The term of this Agreement and/or the time periods described in Exhibit C may only be extended by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with Article 9.A.
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