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H.T. Plamondon Management SolutionsAGREEMENT FOR SERVICES 2X12- This AGREEMENT made this 1St. day of March, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: H.T. Plamondon Management Solutions, having a principal place of business at 2319 Carol Avenue, Mountain View, Ca. 94040. ARTICLE 1. TERM OF AGREEMENT 3-u "� This Agreement will become effective on March 1 I and will continue in effect through completion unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONSULTANT STATUS It is the express intention of the parties that CONSULTANT is an independent Consultant and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. IVPAPP1764446.2 -2- 100108- 04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $15,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against IVPAPP1764446.2 -3- 100108-04706083 CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend (1) Professional Liability To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent caused by any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. (2) Other Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent arising caused by any negligent or malicious act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily 1VPAPP1764446.2 -4- 100108- 04706083 injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. 1VPAPP1764446.2 -5- 100108- 04706083 ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONSULTANT's Business/ Death of CONSULTANT. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of CONSULTANT Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. 1VPAPP1764446.2 -6- 100108- 04706083 D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new CONSULTANT hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subConsultants performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subConsultants, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed 1VPAPP1764446.2 -%- 100108- 04706083 in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every Consultant or subConsultant under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subConsultant. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. 1VPAPP1764446.2 -$- 100108- 04706083 J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: H.T. Plamondon Management Solutions Name: Heat r Tannenhill- Plamondon Title: r Social Security or Taxpayer Identification Number 567 -75 -9527 Approved as to Form Linda Callon, City Attorney 1VPAPP1764446.2 -9- 100108- 04706083 CITY: C GILROY By: Name: homas J. aglund Title: City Administrator EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Heather Tannehill - Plamondon, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Chief Denise Turner shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. WPAPP1764446.2 -1- 100108- 04706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 1VPAPP1764446.2 -2- 100108- 04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 1VPAPP1764446.2 -3- 100108-04706083 H. NOTICES Notices are to be sent as follows: CITY: Chief Denise Turner City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Heather Tannehill - Plamondon 2319 Carol Av. Mountain View, Ca. 94040 L FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 1VPAPP1764446.2 -4- 100108- 04706083 EXHIBIT "B" SCOPE OF SERVICES Complete a comprehensive assessment of the south county gang problem. This will be done as described in the Office of Juvenile Justice and Delinquency Prevention (OJJDP), Office of Justice Programs, U.S. Department of Justice, Comprehensive Gang Model, A guide to assessing your community's Youth Gang Problem. The south county area will include the communities of Morgan Hill, Gilroy, and San Martin. This project will focus on the collection of data for the listed communities and completion of the finalized report. Additional duties may include the completion of any grant applications for anti gang measures. WPAPP1764446.2 -1- 100108- 04706083 EXHIBIT "C" MILESTONE SCHEDULE The milestones for this project will be based on the collection of data and completion of the project. The below schedule is an estimation of time required for the entire project. The below schedule does not include any potential grant applications for anti -gang measures. In the event grant applications become available the milestone schedule will be modified once agreed upon by Chief Turner and H.T. Plamondon Management Solutions. 1) Collection of Data to include Demographic, Law enforcement, 20% School student data, Community Perceptions, Community Resources 2) Review, analyze and interpret collected data 20% 3) Prepare and present report 20% 4) Finalize Report and Conclusions of data 20% 5) Assist in Strategic planning Process w/ Board and Draft Strategic Plan 20% 1VPAPP1764446.2 -1- 100108- 04706083 EXHIBIT "D" PAYMENT SCHEDULE Payments will be made on a regular basis. The payments will be made based on time spent working on the project. H.T. Plamondon Management Solutions will provide an invoice for time spent on this project. The rate will be $70 per hour. It is understood that the project will be completed within 215 hours. H.T Plamondon Management Solutions will be responsible for maintaining a schedule that will provide for the completion of this project within the allotted time frame. In the event any grant applications become a part of this project the schedule and hours may be changed as agreed upon by both parties. WPAPP1764446.2 -1- 100108- 04706083 9 DATE (MMIDDNYYY) AC<>RE� L - CERTIFICATE OF LIABILITY INSURANCE 03/13/2012 PRODUCER THE HARTFORD CASUALTY INSURANCE CO. P.O. BOX 5556 HARTFORD, CT 06102 INSURED H.T. PLAMONDON MANAGEMENT SOLUTIONS 2319 CAROL AVENUE MOUNTAIN VIEW, CA 94040 COVERAGES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL # --- - -------- - ---- - - INSURER A INSURER 5 INSURER C INSURER Cl INSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSRADO'L - ---- POLICY NUMBER POLICY EFFECTIVE POLICY LTRINSRD TYPE OF INSURANCE .A r I. ., Y yDATE MMIDDJYY LMITS GENERAL LIABILITY 11/23/2011 11/23/2012 01 SBA AP8007 EACH OCCURRENCE —S, 1,000,000 X DAMAGE TO RENTED 1,000,000 COMMERCIAL GENERAL LABILITY PREMISES (Ea occae ce CLAIMS MADE OCCUR 'AEC) EXP tAny we person) S 10,000 $ ADV INJURY $ 1,000,000 _PERSON..L GENERAL AGGREGATE $ 2,000,000 AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OPAGG S 2,000,000 X POLICY LOD JECT $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY ALTO �: (Ea acoaemt) ALL OWNED AUTOS BODILY INJURY SCI-EDULED AUTOS (per person( HIRED AUTOS BODILY INJURY NON-O+VNED AUTOS IPeracoaert) PROPERTY CAMAGE (Per acacient) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT 5 ANY AUTO OTHER THAN EA ACC S AUTO ONLY AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE DEDUCTIBLE S RETENTION S WORKERS COMPENSATION AND AC ST A7U- OTH. TOR LIMITS ER EMPLOYERS'LIABILITY AN', PROPW ETCR, PARTNER, EXECUTIVE EL EACHACC!' CENT 0 =P,CERMEMBER EXCLOOEDI EL DISEASE -EA EMPLOYEE 5 f yes descri" under SPECIAL PROVISIONS ostow E L DISEASE - POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES) EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS ADDITIONAL INSURED CITY OF GILROY 7351 ROSANNA ST. GILROY, CA 95020 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABtLfff :IF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUTHOF;IZED REPRESENTATIVE ACORD 25 (2001/08) O ACORD CORPORATION 1988 ry I S i 71 F-D N-E'l, .. S17, -41VCF C"C , -j-4 77:-� 2 . P OL i C'� 7- 7- 7. 0 -- : Z, --N S 23--E: EVIOUS =.CLICY :-07 -Cl S-A-Us: C-T V7 LC E T7V77 C�-- E C -CE-LEC7 CJSTChE AV N77 SITES DIRE= :�CCOJNT DEDUCTIBLE No 2 9 C;�-ROL AVENUE 2 /C - "I 71 7 ol: y v' IC` 7.7-tCT STZE7� 7ERVINAL ID: RCC11,V37A a': 73-7 2 331,116/'2 Cl SBX AT9002 DW (12/21/12) F1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: Named Insured and Mailing Address; 2313 C 0 7 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Effective Date: /:.G 7 Policy Change Number: 002 Agent Name: Code: 21460S POLICY CHANGES: INSUR—'C"z CI P LIV-77: .AN,_ -E-.3 I N r'R .;ILL E7 REFFLE-C-7-ED 1,10-77� 'NEX- BILLI-1- A"RE ENROLLED IIN 77777j::' ✓^ 7,-=- YC- F., ACC (*% ',,=L C I =tiG U_J A', XD N Tq 7 !:Z ..ILL =FF�11,i-_"�', AS 37 POLICIV Form SS 1211 04 05 T Process Date: 0 3, 1 E, 12 7-417 POLICY AS SI: Page .�noi Policy Effective Date: 2 40" Policy Expiration Date: 12/a1/1-2 F1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: C _` 2 LC rS' Named Insured and Mailing Address; 7!7 Policy Change Effective Date: Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 01 Agent Name: Code: POLICY CHANGES: S_=`,T_:TN7_L C:DN7;,�7, L17�1TE= 7V ,:ILL 7. 1 y u 7j R 17 71, - j� . .;,CCO CHAI:GES 71 V WILL U A S 3 7 P 0 i I C 11, EE ='EFLECTED IN Y07j-z N-EX7 W N3. EILL. r!D C-,::,NG7: ':3 1_ __ .. - So 7 S I.-r-.RT 7 IT--, :.- -p -7 S T 7'-'7S EN:C,;77_,%:E:77 DOES N77 CHANG= 7--,T -�y Form SS 12 11 04 05 T Page nl 12 - I Process Date: Policy Effective Date :; :D 1 � I Policy Expiration Date: U_oz C071-1, POLICY CHANGE (Continued) Policy Number: -'-' .. -1 -"' Policy Change Number: 2 7 Form SS 1211 04 05 T Page oo2 Process Date: Policy Effective Date: Policy Expiration Date: POLITY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 77, *-, Form lH 12 00 11 85 T SEQ. NO. C Printed in U.S.A. Page C "I Process Date: =E _Z Expiration Date: I Z 1 ® ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MNV'DD,'Y1'YY) 11/23/2013 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NORTHEAST AGENCIES INC /PHS 214608 P: (866) 467 -8730 F: (888) 443 -6112 301 WOODS PARK DRIVE CLINTON NY 13323 CONTACT NAME PAX (AIHC..No.E)a): (8 66) 4 67 -8730 t (888) 443 -6112 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Sentinel Ins Co LTD LIIITS INSURED H.T. PLAMONDON MANAGEMENT SOLUTIONS 2 319 CAROL AVE MOUNTAIN VIEW CA 94040 INSURER B INSURER C: INSURER D: INSURER E: i1,000,000 INSURER F: COMMERCIAL GENERAL LIABILITY CLAIMS -MADE rXI OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IA3R -Liz I TSPFOFI SEWANCE ADDL Lya SIRR is .I POLICyNCM1DIER POLICYEFF :1lil/DD/l7 "f"F POLICT£aP LIIITS GENERAL LIABILITT EACH OCCURRENCE i1,000,000 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE rXI OCCUR DPREAM MISES Ea occurrence AGE (RENTED $1 1000,000 MED EXP (Any one person) s10, 0 0 0 X PERSONAL BADVINJURY $1,000,000 A X General Llab 01 SBM AT9002 12/01/2013 12/01/2014 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG s2,000,000 POLICY PRO' X LOC $ AUTO.MOBILELIABILI7T COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( ) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ $ UMBRELLA L OCCUR EACH OCCURRENCE AGGREGATE $ EXCESS LIAB CLAIMS -MADE D RETENTION $ IVORAERSCOMPENS'MON AA'DEVPLOYERS'LI.JBILITY WC STATU- OTH- TORY LIMITS ERS E.L. EACH ACCIDENT $ ANY PROP RI ETOR/PARTNER/EXECUTIVEY /N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E] E.L. E.L. DISEASE -EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT s DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (MAX Line Length is 70; Attach ACORD 101, Additional Remarks Schedule, N more space is required) Those usual to the Insured's Operations. Certificate Holder is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION C GILROY, CA 95020 1988 -2010 ACORD CORPORATION. All rights reserved ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD DST 00071920 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CITY OF G I L RO Y A 7351 ROSANNA ST 7 7d-z- 1988 -2010 ACORD CORPORATION. All rights reserved ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD DST 00071920