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Avery & Associates - 2014 Agreement for City Attorney RecruitmentAGREEMENT FOR SERVICES (For contracts over $5,000) This AGREEMENT made this I &ay of June, 2014, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Avery & Associates, having a principal place of business at 3 %2 N. Santa Cruz Avenue, Suite A, Los Gatos, CA 95030. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 11, 2014 and will continue in effect through June 30, 2015 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreeme t s all terminate this Agreement regardless of any other provision stated herein. nitial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267 -03610 LAC104706083 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 $26,400.00. 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 obj6cti6ii within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that.. portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to ,pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the.parties; D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services .for CITY, including. but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and. all other of CONSULTANT'S costs of doing business. CITY shall not be 4835 - 2267 -0361v1 _2_ LAC104706083 responsible for any expenses incurred by CONSULTANT. in performing. services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold Harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by laws CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action_, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of .action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, . with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835 - 2267- 0361v1 LAC104706083 -� - including the loss of use thereof-, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forthbelow. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show .the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work: Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended ,reporting" or "tail" coverage for a minimum of five .(5) years after completion of work, which must also show a retroactive date that is before the earlier. of the effective date, of the contract or the beginning of the contract work. As a condition_ precedent to . CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees. as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above .via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As -CONSULTANT is not CITY'S employee; CONSULTANT shall_ be responsible for paying all required state and federal taxes. Without limiting" the foregoing; CONSULTANT acknowledges and agrees that: o 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 or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; o CITY will not obtain-workers' compensation insurance on behalf of CONSULTANT. 4835- 2267- 0361v1 -4- LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this .Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed - automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835- 2267 -03610 LAM04106083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand; for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant. hired by the CITY 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 hilly with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its. current form and ' as it, may be amended from time to time. CONSULTANT shall 'also require such compliance of all subcontractors performing work undef this Agreement, subject to the prohibition against assignment and subcontracting contained . in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the' 'CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835 - 2267- 0361v1 _6_ LAC104706083 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 in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement.' G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to 'the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any. of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial. information and in no way binding upon CITY. 4835- 2267 -03610 LAM04706083 -7- ' H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: A, ' c By: Name: William H. Avery Title: Owner, Avery & As Social Security or Taxpayer Identification Number q00 j-] ID act 4835 - 2267 -03610 LAC104706083 CITY: C GILROY By: Name Title: Thomas J. Haglund City Administrator Approved as to Form Ali, 1�5 City Attorney 4835 - 2267 -0361v1 _9_ LAM04706083 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 William Avery and Paul Kimura, who will act in the capacity of Project Managers, 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, City Council City Attorney Search Sub - Committee and Human Resources Director 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 ". 4835 - 2267 -0361v1 LAC104706083 IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 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 4835 - 2267 -03610 _2_ LAC104706083 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. 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 orris 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 nane'or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, new 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 arty 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. 4835 - 2267 -0361 v1 -3- LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: LeeAnn McPhillips, Human Resources Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: William H. Avery Avery & Associates 3 '/2 N. Santa Cruz Avenue Los Gatos, CA 95030 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835- 2267 -03610 _4_ LAC104706083 EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361 v1 LAC104706083 Cxh�1 1 6 WORK PLAN Recruitment Team for the City of Gilroy Bill Avery and Paul Kimura will serve as the Principals in charge of this project. Mr. Avery or Mr. Kimura will be personally involved in the initial client meetings, development of the ideal candidate profile and search strategy, interview and assessment of candidates, referencing and presentation of candidates, attendance at final interviews, and will be available throughout the search process to provide other related consulting services. Recruitment Plan and Services Provided — Phase I I. Position Profile and Organizational Assessment. The initial assessment phase is a critical component of the search process. Mr. Avery or Mr. Kimura will meet with the key decision makers to discuss the organizational needs and position requirements and to formalize the job description. In this assignment we would anticipate individual meetings with the City Council and key staff members to solicit their view on the ideal candidate. Our goal for this aspect of the recruitment process is to: • Understand the Council and City priorities for this position. • Develop a clear understanding and consensus on the expertise, experience, education, performance attributes and operational style of the ideal candidate. • Discuss the goals, objectives, deliverables, and challenges related to this position. • Gain insight of the various organizational dynamics and departmental issues that exist within the organization. • Identify the compelling aspects to this opportunity. The formal position description and a subsequent ideal candidate profile would be developed from the above discussions and incorporated into the formal position announcement. The candidate profile is also utilized in various other means as a marketing tool, for advertising copy, postings, and for other announcements. II. Development of the Search Strategy The search strategy is developed in conjunction with the organizational assessment. The final approach is based on your input and considerations during the assessment activity. For this assignment, we feel it is critical to develop a high level of visibility with a ILI comprehensive outreach program supplemented by a focused targeted recruitment approach. We would incorporate the following elements into this search: • Original research, which consists of identification and contact of current city attorneys or attorneys associated with law firms operating in the public sector who meet the profile, but are not actively seeking other employment. • Development of a targeted candidate list based on our current and extensive database of city attorney personnel, and referrals or recommendations from key sources/ contacts that have extensive networks in this area. The sources would include city and county management personnel, attorneys affiliated with law firms or entities that would have visibility into the public sector. • Outreach to the numerous regional, ethnic -based and gender -based Bar Associations throughout the western states. • An extensive mailing campaign to individuals and law firms identified through the means identified above and/or those affiliated with the legal profession throughout the western states. Advertising in WESTERN CITY magazine, JOBS AVAILABLE magazine, and other publications or periodicals deemed appropriate for this search. On occasion our clients feel advertising in the Daily Journal is appropriate. If desired we would do although the cost of that advertisement is not a part of the proposed expense budget. • Job postings on Internet -based national public sector employment bulletin boards, association -based web sites, and our company website to reach active candidates. • Development and distribution of the comprehensive position announcement to various cities, counties, and state level departments. Phase 11 1. Candidate Assessment Our assessment process involves several "tiers" of evaluation. All candidates responding to this position will initially, be evaluated based on their resume and if appropriate, an extensive phone "screening" by a firm Consultant. Candidates who pass the initial "qualifying" criteria are then scheduled for a formal interview with the Principal in charge of the project. These extended personal interviews typically take one hour and a thorough discussion of their experience, accomplishments, management philosophy and interpersonal style takes place. Those individuals who best fit the position requirements will have a Candidate Assessment Report developed by the Principal who conducted the interview. Additionally, two initial reference interviews are performed on these candidates. _ 1 �� 1 II. Candidate Presentation Upon completion of formal interviews, a selection of candidates for presentation is made. Typically, the number of final candidates requested by our clients range from four to seven. We feel our extensive qualification, interview, and reference interviewing process and the knowledge gained during our initial assessment period; enable our client to proceed with fewer rather than more finalists. The final candidates are presented in our in depth candidate presentation "book ". Each finalist will have a file consisting of a candidate summary sheet, a resume, the Candidate Assessment Report (based on the formal interview), and two candidate reference interviews. Candidate summary sheets for everyone else who submitted a resume will also be included. This provides the client an insight to the level and nature of response for their position. Phase III I. Selection Process Once the final candidate interview group is identified, we will assist in the structuring of the interview process and coordinate the interview scheduling activity. Our firm will also provide candidates with guidance related to travel planning, hotel accommodations, as well as other interview planning issues. Recruitment Timeline We will be able to closely match the City's desired schedule. If awarded the search, we would request development of the candidate profile and job brochure be extended by two weeks due to prior commitments. However, we would anticipate the ability to "make up" time throughout Phases II and III of the recruitment. COST DATA Based on the services described in our proposal, the professional services consulting fee for this recruitment will be S18,900. If awarded the search, we would request an initial retainer of $8,900 at the outset of the search (Phase I). A second invoice of $5,000 would be submitted upon the Clients acceptance of a finalist candidate group (Phase II). The final balance of $5,000 would be invoiced upon completion of Phase III. Our invoicing models ensures the firm will remain totally committed to the City throughout the duration of the search. The consulting, fee will be inclusive of all services defined within this proposal unless otherwise stated. In addition to the Professional Services Fee, normal and direct out -of- pocket expenses associated with the search are charged back to the client. Expenses for this assignment would be a not -to- exceed amount of $7,500 without the express consent of the City. These expenses include: advertising, clerical time, supplies, printing, telephone, postage and consultant travel for client discussions, meetings and local or out -of -area candidate interviews. All expense items will be detailed and billed on a monthly basis. Below is the breakdown of the cost data as request in the RFP: Professional Ser -ices Fee Expense Fee Phase I $8'QW $4,000 Phase II 5,000 3,000 Phase III 5.000 500 Total $18,900 57,500 Insurance Requirements State Farm: General Liability - 1,000,000 limit, 10,000 deductible Hired and Non -Owned Automobile — 1,000,000 coverage Employers Compensation Insurance Co.: Workers Comp Each accident - 1,000,000 Policy limit— 1,000,000 Each employee — 1,000,000 Landmark American Insurance Co.. Professional Liability Limit — 1,000,000 per claim/ 1M aggregate If we are selected to perform this recruitment, we are able to provide all required certificates of insurance. _r GUARANTEES AND ETHICS Whenever William Avery & Associates, Inc. is retained; we make several guarantees and commitments to a client. Due to our experience, knowledge and success within the management consulting field, we assure a client that we will only present candidates who meet a substantial majority of the ideal qualifications that you have outlined. We are also committed to continue our search efforts until a successful candidate is employed. It is also our practice to replace a candidate who may voluntarily resign during the first year of his /her employment. This same commitment applies if the client finds it necessary to terminate or to request the resignation of the selected individual in the first year for any reason. In either case, we invoice a client only for out -of- pocket expenses incurred in identifying a replacement. EXHIBIT "C" MILESTONE SCHEDULE* Development of Candidate Profile and Job By June, 2014 Brochure Applicant Outreach/ Recruitment/ July /August 2014 Advertising Period xcs As strong applicants are identified and Constiltant pre- screenitial ref through July /August. Presentat , August, 2014 Tier 2, and Tier 3 of candidates th applied). Ideally-, 'Pier 1 will be the to to candidates that .applied and are recoji- ,mended Constlltant. Interview Proce, (6 -10 candidates) September, 2014 Finalist Inteii ie`NM -it Ci Council (top 2 September, 2014 or 3) and selection of candidate *Additional details in RFP and attached proposal from Avery & Associates (copies attached). 4835 - 2267 -03610 _ 1 LAM04706083 EXHIBIT "D" PAYMENT SCHEDULE Phase Professional Services Fee Expense Fee Phase I '$8,900 $400 Phase 11 $5,000 $3,000 Phase III $5,000 $500 Total $1.8,900. Total Fee Not to Exceed - $26,400.00 4835 - 2267 -03610 LAC104706083 AVERY Los Gatos ♦ San Luis Obispo May 1, 2014 LeeAnn. McPhillips, HR Director/Risk Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Dear LeeAnn: Thank you for the opportunity to submit our proposal for the recruitment of a new City Attorney for the City of Gilroy. We value our past working relationship with you and the City and would look forward to working with you again in this assignment. We feel well suited to perform this recruitment on your behalf. Currently, we are near completion of a search for two Assistant City Attorney positions for the City of Petaluma and recently completed City Attorney /County Counsel searches for the Town of Los Gatos (11/2013) and for Inyo County (8/2013). Other recent attorney searches include: City Attorney for the City of Carlsbad (112013), County Counsel for Marin County (9/2012); Public Defender, Alameda County (11/2012); General Counsel, Valley Transportation Authority (VTA) (1/2012); and City Attorney for the City of Santa Clara (9/2011). These assignments have provided us with a current database of public sector attorneys and excellent contacts throughout California. We would be able to utilize these sources in assisting you with this assignment. This experience, combined with our proven ability to understand the unique needs of our clients and a strong focus on service, leads to exceptional results for our clients. Following your review of this information, it is our hope that our prior work relationship with your city, our history of successful recruitments, our professionalism, and positive results we have delivered for our clients will provide the basis for selection of our firm. The enclosed proposal contains the following information: • Corporate Data • Work Plan • Cost Data • Guarantees & Ethics William Avery & Associates, Inc. Consultants to Management 3 -I/2 N. Santa Craz Ave., Suite A Los Gatos, CA 9_-030 408399.4424 Fu: 408399.4423 W*W.averyassoc.net Thank you again for the opportunity to be considered for this recruitment. If you have any questions, please do not hesitate to call Paul Kimura or me at 408 -399 -4424. Sincerely, i 1 William H. Avery it WHA.jmc PROPOSAL FOR THE CITY OF GILROY RECRUITMENT FOR THE NEW CITY ATTORNEY CORPORATE DATA Avery Associates - Profile William Avery & Associates, Inc. (Avery Associates) is a successful and service focused Management Consulting firm based in Los Gatos, California. Incorporated in 1982, the firm specializes in Executive Search, Labor Relations and Human Resources /Management Consulting. The firm currently includes two Principals and several key consultants. Bill Avery, the founder of Avery Associates, heads the firm. He oversees the Labor Relations practice and also leads key searches. Paul Kimura is the Principal who oversees the Executive Search and Recruitment practice. Key staff members include Ann Slate, who supports the search practice and the firm's administrative staff includes Anne Matteini, the Finance /Contracts Administrator, and Jackie Collins and Jessica Towner. Temporary staff as needed augments the team. Firm Qualifications The majority of the recruitment activity is completed by our firm Principals. This hands -on involvement includes client interface, development of position profile and announcement, candidate identification, interviewing and assessment, candidate presentation, facilitation of the final interview process, and if desired, assistance in negotiating the offer of employment with the selected candidate. Mr. Avery, having served in the past as a City Manager, provides the firm with direct experience and knowledge of city administration. Mr. Kimura's expertise in executive, technical and business recruitment, which he gained during his nineteen years of high technology experience, provides the basis for many of the recruitment strategies and tactics utilized by the firm. Collectively and combined, the firms Principals offer exceptional expertise in the area of public sector recruitment and consulting. Their professional profiles are enclosed as part of this proposal. We're pleased that each of our recruitments has resulted in a successful closure within the projected timeframe. More importantly, our clients have expressed a high degree of satisfaction in the quality and depth of our service. �r� References Town of Los Gatos Joe Pirzynski, Council Member; 408.356.3024 Greg Larson, Town Manager; 408.354.6837 City of Petaluma John Brown, City Manager; 707.778.4345 Eric Danly, City Attorney; 707.778.4362 County of Marin Mona Miyasato (former ACAO, currently CEO Santa Barbara County); 310.692.0183 Joanne Peterson, HR Director; 415.499.6114 Related Recruitments (past four years) Client Petaluma Los Gatos Marin County Inyo County Carlsbad Alameda County VTA City of Santa Clara Los Gatos Title Date Completed Assistant City Attorneys In Progress Town Attorney 12/06/13 County Counsel 9/20/12 County Counsel 8/15/13 City Attorney 01 /09 /13 Public Defender 12/6/12 General Counsel 12/22/11 City Attorney 09/28/11 Town Attorney 9/23/10 WORK PLAN Recruitment Team for the City of Gilroy Bill Avery and Paul Kimura will serve as the Principals in charge of this project. Mr. Avery or Mr. Kimura will be personally involved in the initial client meetings, development of the ideal candidate profile and search strategy, interview and assessment of candidates, referencing and presentation of candidates, attendance at final interviews, and will be available throughout the search process to provide other related consulting services. Recruitment Plan and Services Provided — Phase I Position Profile and Organizational Assessment The initial assessment phase is a critical component of the search process. Mr. Avery or Mr. Kimura will meet with the key decision makers to discuss the organizational needs and position requirements and to formalize the job description. In this assignment we would anticipate individual meetings with the City Council and key staff members to solicit their view on the ideal candidate. Our goal for this aspect of the recruitment process is to: • Understand the Council and City priorities for this position. • Develop a clear understanding and consensus on the expertise, experience, education, performance attributes and operational style of the ideal candidate. • Discuss the goals, objectives, deliverables, and challenges related to this position. • Gain insight of the various organizational dynamics and departmental issues that exist within the organization. • Identify the compelling aspects to this opportunity. The formal position description and a subsequent ideal candidate profile would be developed from the above discussions and incorporated into the formal position announcement. The candidate profile is also utilized in various other means as a marketing tool, for advertising copy, postings, and for other announcements. II. Development of the Search Strategy The search strategy is developed in conjunction with the organizational assessment. The final approach is based on your input and considerations during the assessment activity. For this assignment, we feel it is critical to develop a high level of visibility with a comprehensive outreach program supplemented by a focused targeted recruitment approach. We would incorporate the following elements into this search: • Original research, which consists of identification and contact of current city attorneys or attorneys associated with law firms operating in the public sector who meet the profile, but are not actively seeking other employment. • Development of a targeted candidate list based on our current and extensive database of city attorney personnel, and referrals or recommendations from key sources/ contacts that have extensive networks in this area. The sources would include city and county management personnel, attorneys affiliated with law firms or entities that would have visibility into the public sector. • Outreach to the numerous regional, ethnic -based and gender -based Bar Associations throughout the western states. • An extensive mailing campaign to individuals and law firms identified through the means identified above and/or those affiliated with the legal profession throughout the western states. • Advertising in WESTERN CITY magazine, JOBS AVAILABLE magazine, and other publications or periodicals deemed appropriate for this search. On occasion our clients feel advertising in the Daily Journal is appropriate. If desired we would do although the cost of that advertisement is not a part of the proposed expense budget. Job postings on Internet -based national public sector employment bulletin boards, association -based web sites, and our company website to reach active candidates. Development and distribution of the comprehensive position announcement to various cities, counties, and state level departments. Phase II I. Candidate Assessment Our assessment process involves several "tiers' of evaluation. All candidates responding to this position will initially, be evaluated based on their resume and if appropriate, an extensive phone "screening" by a firm Consultant. Candidates who pass the initial "qualifying" criteria are then scheduled for a formal interview with the Principal in charge of the project. These extended personal interviews typically take one hour and a thorough discussion of their experience, accomplishments, management philosophy and interpersonal style takes place. Those individuals who best fit the position requirements will have a Candidate Assessment Report developed by the Principal who conducted the interview. Additionally, two initial reference interviews are performed on these candidates. II. Candidate Presentation Upon completion of formal interviews, a selection of candidates for presentation is made. Typically, the number of final candidates requested by our clients range from four to seven. We feel our extensive qualification, interview, and reference interviewing process and the knowledge gained during our initial assessment period; enable our client to proceed with fewer rather than more finalists. The final candidates are presented in our in depth candidate presentation "book ". Each finalist will have a file consisting of a candidate summary sheet, a resume, the Candidate Assessment Report (based on the formal interview), and two candidate reference interviews. Candidate summary sheets for everyone else who submitted a resume will also be included. This provides the client an insight to the level and nature of response for their position. Phase III Selection Process Once the final candidate interview group is identified, we will assist in the structuring of the interview process and coordinate the interview scheduling activity. Our firm will also provide candidates with guidance related to travel planning, hotel accommodations, as well as other interview planning issues. Recruitment Timeline We will be able to closely match the City's desired schedule. If awarded the search, we would request development of the candidate profile and job brochure be extended by two weeks due to prior commitments. However, we would anticipate the ability to "make up" time throughout Phases II and III of the recruitment. COST DATA Based on the services described in our proposal, the professional services consulting fee for this recruitment will be $18,900. If awarded the search, we would request an initial retainer of $8,900 at the outset of the search (Phase 1.). A second invoice of $5,000 would be submitted upon the Clients acceptance of a finalist candidate group (Phase 1I). The final balance of $5,000 would be invoiced upon completion of Phase III. Our invoicing models ensures the firm will remain totally committed to the City throughout the duration of the search. The consulting fee will be inclusive of all services defined within this proposal unless otherwise stated. In addition to the Professional Services Fee, normal and direct out -of- pocket expenses associated with the search are charged back to the client. Expenses for this assignment would be a not -to- exceed amount of 57,500 without the express consent of the City. These expenses include: advertising, clercal time, supplies, printing, telephone, postage and consultant travel for client discussions, meetings and local or out -of -area candidate interviews. All expense items will be detailed and billed on F. monthly basis. Below is the breakdown of the cost data as request in the RFP: Professional Services Fee Expense Fee Phase l $8,900 $4,000 Phase II 5,000 3,000 Phase Ill 5,000 500 Total $18,900 $7,500 Insurance Requirements State Farm: General Liability - 1,000,000 limit, 10,000 deductible Hired and Non -Owned Automobile — 1,000,000 coverage Employers Compensation Insurance Co.: Workers Comp Each accident — 1,000,000 Policy limit — 1,000,000 Each employee — 1,000,000 Landmark American Insurance Co.: Professional Liability Limit — 1,000,000 per claim/ 1M aggregate If we are selected to perform this recruitment, we are able to provide all required certificates of insurance. GUARANTEES AND ETHICS Whenever William Avery & Associates, Inc. is retained; we make several guarantees and commitments to a client. Due to our experience, knowledge and success within the management consulting field, we assure a client that we will only present candidates who meet a substantial majority of the ideal qualifications that you have outlined. We are also committed to continue our search efforts until a successful candidate is employed. It is also our practice to replace a candidate who may voluntarily resign during the first year of his/her employment. This same commitment applies if the client finds it necessary to terminate or to request the resignation of the selected individual in the first year for any reason. In either case, we invoice a client only for out -of- pocket expenses incurred in identifying a replacement. r-� r�� REQUEST FOR PROPOSAL. FOR CITY ATTORNEY EXECUTIVE SEARCH PROCESS FOR CITY OF GILROY Return Proposals to: LeeAnn McPhillips Human Resources Director /Risk Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 leeann.mcphillips@cityofgilroy.org Deadline for Filing: May 2, 2014, 5:00 p.m. Page 1 of 5 Request for Proposal For Executive /Management Search Services — City Attorney For City of Gilroy Introduction The City of Gilroy is seeking proposals from qualified firms to provide Executive/ Management Search Services for the position of City Attorney. Gilroy is transitioning from a contract City Attorney structure to our first in -house City Attorney. More information about the City of Gilroy can be obtained at ikyN •.cLgi1rov.ca.us Scope of Services The general objectives of the executive /management search services sought are: To conduct a comprehensive and thorough search for qualified candidates for the position of City Attorney including but not limited to, statewide and /or regional advertising, career and /or expertise - specific recruitment (including outreach to professional associations and groups), contacting potential applicants via a variety of mediums, applicant screening, candidate interviewing, and recommendation of finalists for the position. Proposal Requirements Each respondent shall submit a complete proposal containing all information requested. The content of the proposal shall include (at a minimum): Consultant Corporate Data • A brief description of the experiences and qualifications of the proposed staff member(s) who will be performing the search services. A brief description of the organization • A list of references. • Please list the organizations for which a City Attorney search was completed in the last four years noting the date of the search. Page 2of5 Work Plan This section should contain the consultant's reasonable ability to conduct the search in conformance with the following activities and timelines. Please provide sufficient detail regarding the efforts of the consultant at each step with particular emphasis on the specific outreach efforts that will be used for this search. The timeline noted below contains some key dates that the City Council has established and discussed for this recruitment, therefore, consultant's submitting a response must be able to closely match this schedule to meet the requirements for this recruitment process. Activity/Tasks Proposed Timetable Submit completed proposal May 2, 2014 Consultant Selection By May 19, 2014 Development of Candidate Profile and Job By June 2, 2014 Brochure Applicant Outreach/ Recruitment/ June - July 2014 Advertising, Period `itial Inten-ie«-s i%-ith Consul . As strong applicants are identified and Consultant pre- screening /initial refer-6c- through July. esentation of Candidate Binders (TTer 11 " By August 4, 2014 el' 2, and ,rier 3 of candidates that plied). Ideally, Tier i N\ ill be the top 11cloin candidates that applied and are bei il lended by tlwConsukart, Intervie�%- Process (6 -10 candidates) Early September, 2014 Finalist Inten ieivs xvith City Council (top 2 September, 2014 OF 3) and selection of candidate Detailed Background Check - City to October, 2014 coordinate and conduct Job Offer /Contract November, 2014 Council approval final selection - contract By November 17, 2014 approval on agenda Candidate Selected to Begin Employment December, 2014 Phase I Phase N - to be completed by the City Page 3 of 5 Cost. Data Important - This section should. contain a complete breakdown of all costs relating to the content of the proposal;. including the maximized total cost, .as well as an itemized breakdown of the compensation required to accomplish the full performance of all activity /tasks outlined in each s! eparate Phase of the proposal as noted in the ,above matrix. The City reserves the :right to contract for specific phases only or to terminate the. agreement upon the completion of Phase I or Phase II. Compensation shall be for only those Phases of the process that are fully completed by Consultant. Insurance Requirements Respondents shall take out and maintain during the entire term of -the agreement, insurance pertaining to the activities associated with the agreement.. Respondents will be required to obtain, at respondent's cost and expense, all insurance endorsements required below and shall provide evidence of such insurance and endorsements to the City of Gilroy prior to commencing work. Insurance: Workers' Compensation Employer's Liability Commercial General Liability & Property Damage Professional Liability - Statutory Limits -. $i,000,000 per,occurrence - $1,000,00o CSL per occurrence - $1,000,000 . per occurrence /$2M aggregate Contract Language for Required 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) Commerciaf Liability Insurance on a per occurrence basis, including coverage for owned and non = owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person,-'and damage -to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors &.Omissions) with a minimum coverage of $1,000,000 per occurrence or claim; and $2,000000-aggregate; provided however, Professional Liability_ Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive.date must be before the earlier of the effective date of the contract or the beginning of the`contract work.. Claims made Professional Liability Insurance must be, maintained, and written evidence of insurance must be. provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work; CONSULTANT must purchase so. called "extended reporting" or "tail coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beg_ inning of the contract work. As a condition precedent to CITY'S` obligations under this Agreement, CONSULTANT shall furnish written evidence of such Page 4 of 5 coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Selection Process Upon receipt of the proposal, the city will review each firm's response to this Request for Proposal. Failure to properly address the items set forth herein may disqualify the prospective consultant's proposal. The City of Gilroy reserves the right to reject any or all proposals at its sole discretion. The City of Gilroy reserves the right to award the contract to the consultant at its discretion depending upon multiple areas of criteria. All proposals must be received via e-mail by 5:oo p.m. on May 2, 2014. Please e-mail proposals to: LeeAnn McPhillips Human Resources Director /Risk Manager City of Gilroy leeann.mcphillips (, citvofgilrov.org Questions concerning this Request for Proposal should be addressed to same. The City of Gilroy reserves the right to cancel and /or modify the above dates at anytime. Page 5 of 5 AoCphP A CERTIFICATE OF LIABILITY INSURANCE DATE (MM /OD/YYYY) 06/20/2014 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. THIS CERTIFICATE IS .ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION 1S 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 JOE FRANGIEH - CONTACT - NAME: q , - ._NAME am 120 W CAMPBELL AVE STE A PHONE FAx (A1c No Ezg, 408 793 $303__ _ ___ _ (A/c, No): 408 793 -8304 S�'� "� wf-!) CAMPBELL, CA 95008 E-MAIL _ADDRESS;.,camllle.cowl.. . ...e @statefarm.com, . l ;wAdilt.,. INSURERS) AFFORDING COVERAGE NAIC# ... ..... ......... ............ ........ .. .........._._. .......... ._. . ......_... _.. ............. ... .................... ;CLAIMS -MADE j OCCUR INSURER A: State Farm General' Insurance Company 25151 INSURED - WILLIAM AVERY & ASSOCIATES INC INSURERB: - .... ....... ....... i.........._ 3 1/2 N SANTA CRUZ AVE iNSURERC: $ 2,000,000 :_ ...... ....................... LOS GATOS CA 95030 - 5964 INSURER 0: GENERAL AGGREGATE _................ _._... - INSURER E PRODUCTS - COMP!OP AGG INSURER F: $ 141,200 rn%ieoencc rFRTiFIrATF NIIMRFR- 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. ILTR.I TYPE OF. INSURANCE L ADDU'. SUBR:; POLICY NUMBER MMlD YYYY MM /�DYYEYYY i LIMITS GENERAL LIABILITY ll 97- B4- 0302 -0 ! 11102/2013 �. EI 11102/2014 EACH OCCURRENCE $ 2,000,000 Date: 2014.06.N1 1031:39 -0700 DAMAGE "TO RENTED j %� COMMERCIAL GENERAL.. LIABILITY PREMISES (Ea occurrence) ____ $ -.. .......... . ;CLAIMS -MADE j OCCUR MED:EXP (Anyone person) $ 5,000 i.........._ PERSONAL & ADV INJURY _..__.._.......... _.............._........._ ...... _......_._._......._..._............._..._,....._: $ 2,000,000 :_ ...... ....................... ........._.. ..._........_- ...._:......_ .... .................... .........................__.._. :....: GENERAL AGGREGATE _................ _._... $ 4,000,000 ...... ............. ........ ......._..._ __.. ......... ._...__ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP!OP AGG $ 4.000,000 $ 141,200 �l POLICY.. - j LOC I Business Property -- - AUTOMOBILE LIABILITY 2426983- A01 -05G 01!0112094 1 COMBINED SINGLE LIMIT 07/0112014: Ea accident $ 1,000,000 $ ..............._............... x '. ANY AUTO .. : BODILY INJURY (Per person) .................___..._....._...................,..............................__....................._......... ...........j ALL OWNED i __._.... SCHEDULED ! BODILY INJURY (Per accident) $ AUTOS AUTOS _ NON -OWNED ! PROPERTY DAMAGE .HIRED AUTOS AUTOS ..........._� :........._, _ ._.. ( g ............. $ .......... .. ........................., UMBRELLA LIAB ! OCCUR n ! EACH OCCURRENCE ................. $ .. . ............. EXCESS LIAB - CLAIMS -MADE .. ...._.... _ ........._ .. ......... ......... .... AGGREGATE _ ..__..... ................................. .......... $ ...._.......... _.___._ .._... DED is RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH -I' AND EMPLOYERS' LIABILITY YIN _ TO CIMLT..S. ,! E.. R.... .. ............. ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICE /MEMBER EXCLUDED? NIA: ❑,,' E.L. EACH ACCIDENT $ - - .(Mandatory in NH) i E.L. DISEASE EA EMPLOYEE $ If yes, describe. under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101. Additional Remarks Schedule, if more space is required) Description of Operations: Professional Services CERTIFICATE HOLDER CANCELLATION City Of Gilroy y y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 7351 Rosanna Street ACCORDANCE WITH THE POLICY PROVISIONS. Gilroy, CA, 94020 AUTHORIZED REPRESENTATIVE Digitally signed dyCamille Cowley Camille Cowley DN: cn= Camille Cowley, o =Sate Farm Insurance, ou. email = Camille .cowiey.k5aa(�slatefarm.com. c =US Date: 2014.06.N1 1031:39 -0700 ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010 105) The ACORD name and logo are registered marks of ACORD 1001486 132849.8 01 -23 -2013 AVEW -01 OP ID: CT .4COR>D CERTIFICATE OF LIABILITY INSURANCE DATE (MWDDIYYYY) 06120/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR. PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed If SUBROGATION IS WANED, 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 The J. Morey CO., Inc. License #: 0655907 184 Jackson Street San Jose, CA 95112 Carol Takasugl NAME: PHONE AX FAX C o E ADDRESS: INSURERS AFFORDING COVERAGE NAIC s INSURERA: Landmark American Ins Co 33138 INSURED - William Avery & Associates 3112 N. Santa Cruz Ave, #A Los Gatos, CA 95030 INSURERS: INSURER C : EACH OCCURRENCE__ INSURER D DAMAGE TO HLN IL15 PREMISES Ee occurrence E: MEDEXP (Any one person) -INSURER INSURER F.:. PERSONAL & ADV INJURY 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. . TR. TYPE .OF INSURANCE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE POLICY NUMBER IMMID ACCORDANCE WITH THE POLICY PROVISIONS. LIMITS GENERAL uABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 71 OCCUR AUTHORIZED REPRESENTATIVE Gilroy, CA 95020 EACH OCCURRENCE__ $ DAMAGE TO HLN IL15 PREMISES Ee occurrence $ MEDEXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOC PRODUCTS - COMP /OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE PER ACCIDENT $ -- UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DIED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) byes, describe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Errors & Omissions LHR823524 0410412014 04104/2015 Claims 1,000,00 Made 10,000 DE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, AddlGonal Remarks Schedule, If more space Is required) Proof of Insurance. Job Reference: Professional Services CERTIFICATE HOLDER CANCELLATION GILCI01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Gilroy 7351 Rosanna St AUTHORIZED REPRESENTATIVE Gilroy, CA 95020 O 1888 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD MB Policy No. 97- B40302 -0 FE -6609 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 97- B40302 -0 Named Insured: WILLIAM AVERY & ASSOCIATES INC Additional Insured (include address): CITY OF GILROY 7351 ROSANNA ST GILROY CA 95020 WHO IS AN INSURED, under SECTION 11 DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. n Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. FE -6609 1006192 125397.1 11 -11 -2013 Forrit W-9 (Rev. Jenuey 2011) I�epenrrterit of the Treasury tntemal Revenue SeMce Nemeles shorts on if if t Request for Taxpayer Give Form to the Identification Number and Certification requester. Do not send to the IRS. Check wpropriate box for Made; al tax ctaesPecaiion (rquftM: ❑ Individual/sole prop rWw © C Corporation ❑ S Corporation ❑ Partnership ❑ Tncstlestste ❑ Limited liability company, Enter the tax clemiftcabon (C=C corporation, S=3 corpo , P•pa"nershlp) ► Adrrees (number, street, and apt. or suits n 312 N. Santa Cruz AM, Stuta A Qty, state, end zip code " Leos Gatos. CA 95030 List account nuftertaf here footmab Enter your 7iN in the appropriate box. The TiN provided must match the name given on the'NarW Ih to avoid backup withholding. For individuals, this is your social security number (SSN). However, fora resident alien, sole proprietor, or disregarded entity, seethe Part I Instructions on page 3. For other entities. It is your employer (denWication number (EINj: if you do not have a number, see Now to get a 7Th on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. of perjury, l certify that: 1. The number shown on this form Is my correct taxpayer identification number (or 1 am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because. (a) I am exempt from backup withholding, or Q41 have not been notified by the Internal Revenue Service ORS) that 1 am subject to backup withholding as a result of a failure to report al l interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup whhhokding, and 3. I am a U.S. cit(xen or other U.S. person (defined below). C.ertlNcallort hwi r aloha. You., Kss crass out kern 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have fair to report all intereat and dividends on your tax return. For rest estate transactlons, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement QRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you roust provide your correct TiN. See the Instructions on page 4. /) „ Of tt.9. permn ► General Instructions Sectfon..e0wm ces are to the intemal Revenue Code unless otherwise noted. Purpose of Forth A person who is required to file an information return with the IRS must obtain your correct taxpayer Identification number (TIN) to report, for example, income paid to you, reef estate transactions, mortgage interest you paid soWleltion or abandonment of segued property, cancellation of debt, or contributions you made to an iRA. Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requeWbar) and, when applicable, to: 1. Certify that the TiN you are giving is correct (or you are waking for a number to be rued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a US. exempt payee. if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. DOW ► Note. If a requester gives you a form other than Form w -9 to request your TIN, you must use the requester's form if it is substantially sirrdlar to this Form W-8. DeMitfon of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. dtizen or U.S. resident alien, • A partnership, corporation, company, or association created or organaed in the United Stag or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined In Regulations section 301.7701 -7). Special odes for parbwretdpa Partnerships that oondur t a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Forth' W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, If you are a U.S. person that Is a partner in a partnership conducting a trade or business in the United States, provide Forth W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cmt. No. 10231X Form W -S (Rev.1 2011)