Sheryl Cathers - 2015 AgreementAGREEMENT FOR SERVICES
(For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR)
This AGREEMENT made this 26 day of May, 2015, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONTRACTOR: Sheryl Cathers, having a principal place of business at 7680 Monterey
Street, Suite #106, Gilroy, CA 95020.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 7/1/2015 and will continue in effect through 6/30/2016
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 Agreement
terminate this Agreement regardless of any other provision stated herein.
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties. that CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties
acknowledge that CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONTRACTOR shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR 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
CONTRACTOR 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 CONTRACTOR'S services.
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C. Employment of Assistants
CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as
CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the
performance of those services. CONTRACTOR 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
CONTRACTOR shall perform the services required by this Agreement at any place or location
and at such times as CONTRACTOR shall determine is necessary to properly and timely
perform CONTRACTOR'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONTRACTOR exceed $12,000.00.
S. Invoices
CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a 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
CONTRACTOR 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
CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against
CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONTRACTOR in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5., OBLIGATIONS OF CONTRACTOR
A. Tools and Instrumentalities
CONTRACTOR shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'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 CONTRACTOR'S employees.
C. Indemnification of Liability, Duty to Defend
As to all liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'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, CONTRACTOR shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
including the loss of use thereof. As a condition precedent to CITY'S obligations under this
Agreement, CONTRACTOR 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.
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E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by
CONTRACTOR without-the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONTRACTOR
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONTRACTOR'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONTRACTOR'S behalf-,
• CITY will not withhold state or federal income tax from payment to
CONTRACTOR;
• CITY will not make disability insurance contributions on behalf of
CONTRACTOR;
• CITY will not obtain workers' compensation insurance on behalf of
CONTRACTOR.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONTRACTOR'S duties under this Agreement.
B. Assignment
CITY may assign . this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONTRACTOR. Such assignment shall not release
CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR.
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later
than thirty (30) days prior to any such sale. CITY 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
CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
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If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated
upon death of CONTRACTOR.
B. Termination by City for Default of CONTRACTOR
Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONTRACTOR'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONTRACTOR'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONTRACTOR 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
CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONTRACTOR'S default in the performance of this Agreement or material breach by
CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY
may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete 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 CONTRACTOR for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR'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 CONTRACTOR to CITY.
D. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONTRACTOR shall
cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in
connection with this Agreement. CONTRACTOR 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 CONTRACTOR's duties by any new CONTRACTOR hired by
the CITY to complete such services.
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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 CONTRACTOR 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. CONTRACTOR shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONTRACTOR 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or
representatives of either.
C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The caption. s 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 CONTRACTOR 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, CONTRACTOR 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.
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F. Conflict of Interest
CONTRACTOR 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
CONTRACTOR and that no person associated with CONTRACTOR has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
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 CONTRACTOR for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
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.
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L. Waiver
CONTRACTOR 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.
CONTRACTOR:
Sheryl Cathers
By:
N-&vi 3 1 at ers
Title: Artist
Social Security or Taxpayer
Identification Number
Approved as to Form
City Attorney
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M
CITY:
CITY OF GILROY
By:
Name: homas J. F aglund
Title: City Administrator
EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR 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, CONTRACTOR agrees to assign Sheryl Cathers, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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, Cathy
Mirelez shall be the designated City contact person(s). Notice to Proceed shall be deemed to
have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as
provided in the Section V.H. ( "Notices ") of this Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final
Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR
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 CONTRACTOR
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONTRACTOR 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
CONTRACTOR represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONTRACTOR'S representations and
warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any
and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONTRACTOR), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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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 CONTRACTOR and all other written and oral
information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR and 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
CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONTRACTOR 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 CONTRACTOR 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,
CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR 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.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Thomas J. Ha and
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONTRACTOR: Sheryl Cathers
7680 Monterey Street
Suite #106
Gilroy, CA 95020
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
CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
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 CONTRACTOR warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONTRACTOR, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, 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.
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EXHIBIT "B"
SCOPE OF SERVICES
THE FOLLOWING SCOPE OF GOODS /SERVICES ARE TO BE PROVIDED TO CITY BY
ARTIST UNDER THIS AGREEMENT:
1 Artist shall perform background research and will develop plans as needed to create an
original work of art that responds to the physical, social, artistic, and/or historical context of the
project and its physical site;
2. Artist shall present initial concepts for review and comments by the Public Art
Committee, Arts and Culture Commission and City Council. The City Council, in its sole
discretion, may accept or reject the design, budget and model;
3. Following design approval, Artist shall submit the following:
A. Complete drawings for the fabrication and installation of the Work, showing all
materials, dimensions, quantities and locations;
B. Complete specifications for the Work;
C. Complete construction documents showing the integration of the Work in its
proposed location (if applicable);
D. Document that the City's staff and other consultants as required have seen the
construction documents;
E. Complete budget;
F. Material samples;
G. Insurance and licensing documents.
4. No later than July 30, 2015, the Artist shall present a final design proposal and budget for
approval by the Public Art Committee;
5. In conjunction with the final design proposal and budget, Artist shall provide a model or
moquette for review by the Public Art Committee;
6.. Within fifthteen (15) days following receipt of written authorization from the City, Artist
shall begin the Work in substantial conformity with the final design approved by the City;
7. Artist shall perform all work under this Agreement with Artist's usual standard of care
and quality and shall perform work with a professional standard of craftsmanship;
8. Artist shall install the Work with due care and respect to public safety and to preservation
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of daily City activities and pedestrian and vehicular rights of way;
9. Any suggested change(s) in the character, scope, content, color, form, materials of the
Work, siting of the Work and proposed timetable for fabrication and/or installation of the Work
shall be submitted promptly to the City for prior written approval;
10. Artist shall notify the City in writing when the Work has reached the fifty percent (50 %)
completion stage. Within 15 days of written notice, the City shall have the right to inspect the
progress of the Work to determine, at its sole discretion, if the fifty percent (50 %) milestone has
been reached and to determine acceptance of the work. Following written Notice of Acceptance
for the first 50% of the Work, the City will issue payment in accordance with Exhibit "D ",
Payment Schedule, Installment 1;
11. Upon written Notice to Proceed with the second installment of the Work, the Artist shall
commence to complete installation of the Work.
12. Upon completion of the Work, Artist shall promptly remove all construction materials
and debris from the site and shall leave the site in substantially the same condition as existed
when installation began;
13. Artist shall notify the City when the Work is complete, no later than April 15, 2016. The
City shall then have fifteen (15) working days to inspect and to accept the Work or to notify the
artist of deficiencies;
14. Artist shall promptly cure any deficiencies in the Work or the installation, as directed by
the City;
15. For future maintenance and repair purposes, the artist must provide the Public Art
Committee with a list of colors and formulations used, and where to obtain them. The artist
should also provide a phone number for future contact, if required. Any leftover paint should be
labeled by the artist and stored in an accessible place by the City;
16. If the Mural is copyrighted, the symbol "c ", date and name of copyright holder on the
mural is sufficient. The artist should also sign the mural;
17. The City shall notify Artist of its final acceptance of the Work. Final acceptance shall be
effective as of the date of City's written notice of final acceptance which shall occur no more
than thirty (30) days after completion of the satisfactory installation.
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EXHIBIT "C"
MILESTONE SCHEDULE
The project may not begin until the complete funding of $12,000 is in place. Projected start date
is July 1, 2015 and completion date is on or before June 30, 2016.
1. Create original concept and Artistic rendering of mural design;
2. Present initial concept and design for review;
3. Develop design proposal and budget to include dimensions and materials;
4. Provide final moquette /artistic rendering for review and approval by the Public Art
Committee;
5. Upon writen notice of approval by the City, the artist shall begin work within 15 days;
5. Notify the City by written notice when fabrication and installation of the work has reached
50% completion and provide invoice for completed work. Fifty prcent completion shall occur no
later than November 30, 2015;
6. City will inspect the work within 15 days following artist's written notice and 50% payment
will be issued 30 days after the City's written acceptance of the Work;
7. Remainder of the Work may commence upon receipt of City of Gilroy Written Notice to
Proceed;
8. Artist shall submit final invoice and written notice of completion no later than April 15, 2016;
9. City shall have 15 business days to inspect the mural and provide the artist with notice of
correction or notice of acceptance;
10. The artist will have 15 days to complete any corrections or deficiencies and provide the City
with a written notice of completion;
11. City shall have 15 business days to inspect the corrected mural and provide the artist with
notice of acceptance. Final 50% payment will be issued within 30 days after the City's notice of
completion and the receipt of Contractor's invoice, but not later than June 30, 2016.
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EXHIBIT "D"
PAYMENT SCHEDULE
SCHEDULE OF FEES AND COSTS
Artist shall provide a schedule of rates and fees which includes all billing amounts and costs
as follows (if applicable):
The City agrees to pay the Artist a fixed fee of $12,000.00, which shall constitute full
compensation for all services to be performed and materials furnished by the Artist under this
Agreement. The fee shall be paid in the following installments, each installment to represent full,
final payment for all services and materials provided to the due date for that installment:
Installment 1
1. Upon Artist's written notice of 50% completion of the mural and the invoice for the
work, and the City's written approval of the work, the City will pay the artist $6,000.00. The City
shall have 30 days from the acceptance of the Work to complete payment.
Installment 2
1. Upon receipt of Artist's written notice of final completion of the Work and the
invoice for the work, and the City's inspection and written approval of the work, the City will pay
the artist $6,000.00. The City shall have 30 days from the acceptence of the work to complete
payment.
4835- 2267 -03610
LAC104706083
CftV of iffiffrop
1381 Rosanna Street
Gilroy, California
95020-6197
Review information for accuracy If changes are made,
return this form to above address.
DABBLE ART CENTER
7680 MONTEREY RD SP 106
GILROY CA 95020-5211
Business Information
7680 MONTEREY ST STE 106
GILROY CA 95020
(408) 427-2204
Business License Phone (408) 846-0420
Business License . Fax (408) 846-0421
Jan 29, 2015
Business ID#
12078
License #
14324
Category ID
MRCH-1
Units
14000
Owner Information
CATHERS, SHERYL A.
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From: The Hartford Online Business Service Center <businesscent er (Omail.service.thehartford.com>
Subject: Certificate Of Insurance Request Confirmation
Date: March 30, 2015 12:50:41 PM PDT
To: sherylcathersOme.com
Reply -To: The Hartford Service Communications < reply- fe631173736006787715- 1930424_HTML- 1516050208- 10361245 -48081 @rnail. service.thehartford. com>
THE
HARTFORD
Certificate of Insurance Request Confirmation
Dear Sheryl,
Your Certificate of Insurance request has been received. If we have any additional questions we
will contact you by Email.
The certificate will be sent to City Of Gilroy via Email. If you have any questions, please don't
hesitate to Contact Us.
REQUEST DETAILS
Insured Name:
Customer Delivery Method:
Email
Certificate Holder Name:
City Of Gilroy
Certificate Holder Address:
7351 Rosanna St.
Certificate Holder Type:
Additional Insured
Effective Date:
03/30/2015
Policy Number(s) Ending in:
D08313
Thank you for your business, we look forward to servicing your business insurance needs for
many years to come.
Sincerely,
The Hartford Online Business Service Center
TMs email was sent to: sherylca gwn-s@nw.mm
This email vms sent by The Fla, Vold Finandal Services Group, Inc. One Hartford Plaza. Hartford, CT 06155.
United States O 2015. AI Rights Reserved.
TMs as a customer service message from The Hartford For seamty reasons, vve l indy aM that you do not reply
to this email if you have Questions regwdM Your account, please conlact us or log into Qome
so vie can properly verify your identity
CERTIFICATE OF LIABILITY INSURANCE
3731i2015'
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 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
PACIFIC DIVERSIFIED INS SCS INC /PH
152358 P: (866) 467 -8730 F: (888) 443 -6112
PO BOX 33015
SAN ANTONIO TX 76265
CONTACT
NAME:
P(NCNNo,Ext): (866) 467 -8730
IA C. Noy (888) 443 -6112
DRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A: Sentinel Ins Co LTD
- LIMITS
WSURED
DABBLE ART CENTER
7680 MONTEREY ST STE 101
GILROY CA 95020
INSURER 0:
INSURER C:
INSURER D:
INSURER E:
$1,000, 0 0 0
INSURER F:
CLAIMS -MADE
El 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.
INSR
TYPEOFINSURANCE
ADDL
SUER
WVn
POLICYNUMBER
> EFF
POLICYEXP
- LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$1,000, 0 0 0
CLAIMS -MADE
El OCCUR
DAMAGE TO RENTED
PREMISES Eaocaurence
8 1 0 00 000
r r
X
MED EXP (My one person)
$10,000
A
X General Liab
57 SBA D08313
07/01/2014
07/01/2015
PERSONAL t: ADV INJURY
1, 0 0 0, 000
GENL AGGREGATE LIMIT APPLIES PER:
POLICY. ❑ PE O- ❑X LOC
GENERAL AGGREGATE
s2,000, 000
PRODUCTS - COMP/OP AGG
s2,000,000
OTHER:
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMB
(Ea accident).
$1,000,000
BODILY INJURY (Per person)
ANY AUTO
A
A1_ OWNED SCHEDULED
AUTOS AUTOS
57 SBA D08313
07/01/2014
0 7 / 01 / 2 015
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Per accident)
X HIRED AUTO X NON -OWNED
AUTOS
UMBRELLA LIAR
OCCUR
EACH OCCURRENCE
EXCESSLLAB
CLAIMS -MADE
AGGREGATE
DE
RETENTION $
$
WORKERS COMPENSATION
ANDEMPLOYERS'LIABILr"
IPER OTH-
I STATUTE ER
E.L. EACH ACCIDENT
ANY PROPRIETOR/PARTNER/EXECUTIVE YIN
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
MIA
E.L. DISEASE - EA EMPLOYEE
S
If yes, describe under
DESCRIPTION OF OPERATIONS below
EE.L. DISEASE - POLICY LIMIT MI T
$ —
DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If 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 1988 -2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
City of Gilroy
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTA TIVE
Attn:Cathy Mirelez
7351 ROSANNA ST
GILROY, CA 95020
C 1988 -2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
Transaction Type: Request Certificate Of Insurance
Agency Information
Producer Code:
Agency Name:
Submitted by Name: Sheryl Cathers
Email Address: sherylcathers @me.com
Agency Phone Numbers:
Contact Preference: Email
Policy Information
Policy Number: 57SBADO8313
Name of Insured: DABBLE ART CENTER
Effective Date: 03/30/2015
Certificate Details
CertificateHolderName: City Of Gilroy.
Attention: Cathy Mirelez
Address: 7351 Rosanna St.,
Gilroy, CA - 95020
CertificateHolderType: Additional Insured
WrittenContract: Yes
Delivery Method: Email
Send by Email: sherylcathers @me.com
Additional Comments
Comments:
PACIFIC DIVERSIFIED INS SCS INC /PH
PO BOX 33015
SAN ANTONIO TX 78265
DABBLE ART CENTER
7680 MONTEREY ST STE 101
GILROY CA 95020
ACORD 25 (2014/01)
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: 57 SBA D08313
Named Insured and Mailing Address; DABBLE ART CENTER
7680 MONTEREY STREET UNIT 106
GILROY CA 95020
Policy Change Effective Date: 04/22/15 Effective hour is the same as stated in the
Declarations Page of the Policy.
Policy Change Number: 002
Agent Name: PACIFIC DIVERSIFIED INS SCS INC /PH
Code: 152358
POLICY CHANGES:
SENTINEL INSURANCE COMPANY, LIMITED
ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING
STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK
ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS.
THIS IS NOT A BILL.
NO PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE
PRO RATA FACTOR: .356
THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN.
Installment Payment Premiums Total Additional or Return Premium
$ No CHANGE
Dates of Subsequent installments if payable in three
installments:
Previous
Installments
Additional
Premium
Return
Premium
Revised
Installments
2.
$
$
$
$
3.
$
$
$
$:
PREMIUM DUE AT EFFECTNE DATE OF ENDORSEMENT
$
$
Total for remainder of policy term:
$
$
Form SS 12 11 04 05 Page 1
Process Date: 04/22/15 Policy Effective Date: 07/01/14
Policy Expiration. Date: 08/30/15
POLICY CHANGE (Continued)
Policy Number: 57 SBA D08313
Policy Change Number: 002 CONT
LOCATION 001 BUILDING 001 IS REVISED
BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED
ADDITIONAL INSUREDS) ARE ADDED
THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN
THIS POLICY.
LOCATION 001 BUILDING 001
PERSON /ORGANIZATION: SEE FORM IH 12 00
FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE:
IH12001185 PERSON /ORGANIZATION
Form SS 12 1104 05 T Page 002
Process Date: 04/22/15 Policy Effective Date: 07/01/14
Policy Expiration Date: 08/30/15
POLICY NUMBER: 57 SBA D08313
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - NAMED PERSON /ORGANIZATION
CITY OF GILROY
7351 ROSANNA ST
GILROY, CA 95020
Form IH 12 00 11 85 SEQ NO:002 Printed in U.S.A. POL EXP: 08/30/2015