Loading...
Urban Programmers - 2015 Agreement for 237 N. Fifth StreetAGREEMENT FOR SERVICES (For contracts of $5,000 or less - CONSULTANT) This AGREEMENT made this 17th day of August, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Urban Programmers, a sole pro rietor, having a principal place of business at 10710 Ridgeview Avenue, San Jose, CA 95127, ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on August 17, 2015 and will continue in effect through project completion unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. 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. 4851- 9718 -0697v1 LAC104706083 SL' C 1. 1 . i AGREEMENT FOR SERVICES (For contracts of $5,000 or less - CONSULTANT) This AGREEMENT made this 17th day of August, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Urban Programmers, a sole proprietor, having a principal place of business at 10710 Ridgeview Avenue, San Jose, CA 95127, ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on August 17, 2015 and will continue in effect through project completion unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. 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. 4859- 9718 -0697v1 LAC104706083 -1- 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. 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 In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT as provided for in Exhibit `B ", "Payment Schedule". Invoices CONSULTANT shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY. -2- 4851- 9718.0697x1 LAC104706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT 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. Licenses CONSULTANT shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONSULTANT shall obtain a City of Gilroy Business License. Workers' Compensation CONSULTANT agrees to provides workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. Indemnification of Liability, Duty to Defend A. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. B. 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. 4851 - 9718.06970 LAC104708083 Insurance -3- In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non - owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies 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 (S) 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. 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. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; *CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; *CITY will not withhold state or federal income tax from payment to CONSULTANT; *CITY will not make disability insurance contributions on behalf of CONSULTANT; *CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. -4- 4851- 9718 -0697v1 LA=4706083 ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CTTY 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. 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. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following 1. Bankruptcy or insolvency of either party, 2. Sale of the business of either party; 3. Death of either party. 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: Not performing any of its services professionally and/or timely. 2. CONSULTANT'S breach of any of its representations warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit "B" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses -5- 4851-9718-0697v1 LACW4706083 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. 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. 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 its services, and shall act in such a manner as to facilitate any new CONSULTANT'S assumption of duties. ARTICLE 8. GENERAL PROVISIONS 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 a parry at the address appearing below such party's signature below, 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. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either 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. Any modification of this Agreement will be effective only if it is in writing signed by both parties. Partial Invalidity -6- 4851- 9718- 0697v1 LAC104706083 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. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 C the Act') in its current form and as it may be amended from time to time. The 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 CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 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 or ancestry of any employee, applicant for employment, or any potential subcontractor. 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. 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 or provisions of any jurisdiction. The _7_ 4851 - 9718-0697x1 LACID4706063 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. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: ., Address for Notices: Bonnie Bambur 10710 Ridgeview Avenue San Jose, CA 95127 Social Security or Taxpayer Identification Number: EIN 20- 5934460 CITY: CITY OF GILROY By: (Print Name) Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator Approved as orm: ity Attorney i.�NAV i Bonnie L. Banibur Title: Consultant -8- 4851- 9718 -0697v1 LAM04706083 EX.Mrr "A" I. SCOPE OF SERVICES See Attached Exhibit C, Proposal to Provide Services, and Exhibit C.1, Addendum to Agreement for Services R. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence services upon delivery to CONSULTANT of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the services defined under 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 satisfactorily completed all of the services under 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 satisfactorily completed all of such services, CITY shall so inform CONSULTANT within this two (2) week period. III. SCHEDULE See Section II (Schedule) of the Attached Exhibit C, Proposal to Provide Services IV. DIRECT EXPENSES Direct expenses are charges and fees not included in the Scope of Services described above. 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. III. GENERAL 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,, _9., 48519718.0697v1 LAC104706083 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. 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. The CITY'S review, acceptance or payment for any of the services required under this, Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard 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. NO PLEDGING OF CTTY'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. E. OWNERSHIP OF MATERIAL. All material (including information developed on computer(s)) prepared (or caused to be prepared) under this Agreement shall be the property of CITY. F. 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. G. WAIVER. -10- 4851- 9718- 0697v1 LAC104706083 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. H. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. I. 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. J. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. -11- 48547IM970 LAC104706083 1W40- 10:3r0331 PAYMENT SCHEDULE See Section III (Compensation) and Section IV (Additional Services) of the Attached Exhibit C, Proposal to Provide Services -12- 4851- 9718 -06970 LAC%04706083 MIBIT „C, of URBAN PROGRAMMERS HISTORIC PRESERVATION AND URBAN REVITALIZATION CONSULTANT 10710 RIDGEVIEW AVENUE SAN JOSE, CA 95127 TELEPHONE 408- 254 -7171 FAX 408- 254 -9252 July 28, 2015 Email bbamburg@usa.net PROPOSAL TO PROVIDE SERVICES The following is our proposal to provide consulting services to evaluate a proposed new structure on property at 237 N. Fifth Street, a site that is listed In the Gilroy Historic Preservation Inventory. The Scope of Work follows the criteria and level of professional standards established to comply with the Califomla Environmental Quality Act (CEQA) and Califomla Register of Historic Resources as well as criteria established by the City of Gilroy. 1. SCOPE OF SERVICES: 1. Historic Resource Evaluation documenting the historic value of the house a located on the property. 1.1 Provide an architectural description of the house, including information describing if the building has been altered or moved. 1.2 Provide photographs of the house in digital format.. 1.3 Based upon the information gathered, evaluate the historical and architectural information following the criteria found in the National Register of Historic Places, the California Register of Historical Resources and any applicable ordinance adopted by the City of Gilroy. 1.4 Consider negative Impacts that would cause a significant adverse impact to significant historic resources. Provide recommended mitigation to reduce the level of impact to less than significant 2. Evaluate submitted plans for a new garage structure. 2.1 Consider the new structure for compliance with the Secretary of the Interior's Standards for the Treatment of Historic Property- as it references new construction on the site of a•historic resource. 2.2 Provide comments, including recommendations to conform to the Secretary of the Interior's Standards if the proposed plans do not comply to the "Standards." 237 N. 5t' St, Gilroy Page 2 urban v ooramnlas Deliverables: A letter report documenting the findings from the above evaluation of the house and consideration of the new design and conformance with the "Standards". Provide updated DPR 523 forms (A & B) for the site. If available include the 1986 DPR forms. II SCHEDULE: A. In order to expedite this work, and not to duplicate the efforts of others, official documents and maps, site plans, graphics and the project description will be incorporated from the work of others. Special consideration is given to completing this report within 7 days of receiving a notice to proceed. B. Draft report in electronic format delivered to Rebecca TOlentino, Senior Planner, City of Gilroy, 7351 Ramona Street, Gilroy CA 95020 (City) within 5 business days of receiving the notice to proceed and documents listed in Section V. (if they exist). C. Final report in electronic format and three hard copies (two bound, one unbound reproducible copy) to the City within 2 business days of receiving full comments on the draft. D. Should any of these assumptions be incorrect the schedule may be adjusted accordingly. III COMPENSATION: A. The not to exceed fee of $ 950.00 is provided to prepare the deliverables included in the Scope of Services listed above. One invoice will be submitted at the completion of the work and will be due when the final report is delivered. Balances outstanding after 45 days may receive a service charge of 10 %. IV ADDITIONAL SERVICES A. Attendance and presentations before Public Hearings or Neighborhood meetings will be at the estimate of $500.00 per meeting (if several meetings are anticipated this fee may be reduced) B. Compliance monitoring, should it be required, is not included in this proposal. V ASSUMPTIONS The Client (City) shall provide, or direct others in the project team to provide copies of Title reports, and -records (if available) for the individual parcel. Urban Programmers has received a set of plans for the new building titled, Architectural and Site Review -(n) Garage, Shop, Entertainment Room, Cabrera Residence by Enrique M. de la Cruz, Residential Designer, dated March 8, 2015. If these plans are revised during the period of this agreement, the analysis may need to be revised and that may cause additional time and fee. Existing DPR forms from 1986 are available from The City. The updated DPR does not include additional archival research. 237 N. 5t' St, Gilroy 14" Profs oaft Page 3 VI MEDIATION /LITIGATION Should it be necessary to resolve a dispute, the parties shall engage In mediation prior to other action. If legal action Is brought to enforce the terms of this Agreement, the p[prevailing party will be entitled to recover reasonable legal costs including attorney fees. K VII CHANGES TO THIS AGREEMENT: Changes to this agreement will be submitted in writing within 48 hours of a vernal agreement and must be signed by both parties. VIII TERMINATION: Either party may terminate this agreement by giving three (3) days written notice. If terminated by the client, the consultant shall be compensated for all work and expenses completed to the time of the notice of termination. IX NOTICE Notice required to be given to Consultant shall be deemed to the duty and properly given if mailed to Consultant, postage prepaid, and addressed to: Bonnie Bamburg, 10710 Ridgeview Avenue San Jose, CA 95127 or personally delivered to Consultant at the address above. Notice required to'be given to Client shall be deemed to be duly and properly given if mailed to Client, postage prepaid, and addressed to: Sue Martin, Planning Manager c% Rebecca TOlentino, Senior Planner, City of Gilroy, 7351 Ramona Street, Gilroy CA 95020 Or personally delivered to Client at the address above. This proposal includes the services that are necessary to complete the Historic Evaluation required under CEQA. If you have any questions please contact me. To initiate this work, please execute one copy of the proposal /agreement and return it to me by email to bbamburg @usa.net. 237 N. 5"' St, Gilroy Page 4 Proposal Accepted By: Signature Sincerely, Bonnie L. Bamburg Consultant Title Date EXHIBIT C.1 ADDENDUM TO AGREEMENT FOR SERVICES ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT of the standard Agreement for Services references Exhibit "A" for the specific services to be performed by the CONSULTANT. This Addendum amends two provisions of Exhibit "A" as described below. Section IV. DIRECT EXPENSES This Section shall be replaced with "IV. INSERTED FOR NUMBERING PURPOSES ONLY" as no direct expenses can be charged under this Consultant Agreement. Section III. GENERAL PROVISIONS: Paragraph C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT This Paragraph shall be replaced with "C. INSERTED FOR NUMBERING PURPOSES ONLY" as compensation under this Consultant Agreement is a flat fee due on completion of all services and will not change based on costs incurred by the CONSULTANT or the time it takes for CONSULTANTto complete the work. P DL DATE (t�vDD ° CERTIFICATE OF LIABILITY INSURANCE P4SA 9 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER USAA INSURANCE AGENCY INC /PHS 812845 P: (888) 242 -1430 F: (888) 443 -6112 PO BOX 33015 SAN ANTONIO TX 78265 CONTACT NAME iHCO. "No,EA): (888) 242 -1430 c c.NO): (888) 443 -6112 111. ADDRESS: INSURER(S) AFFORDING COVERAGE NAICs WSURERA: Sentinel Ins Co LTD 11000 INSURED BONNIE L BAMBURG DBA URBAN PROGRAMMERS 10710 RIDGEVIEW AVE SAN JOSE CA 95127 INSURERS: Continental Casualty Co. L!M ?S INSURER C: COMMERCIAL GENERAL LIABILITY INSURER D: INSURER E: - INSURER F: EACH OCCURRENCE 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 TERMSAKCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- ' INSR.. _. -. 7Y7EOFINSUIGLYCE ' ADDL SUER POLICYNUMB£A - - - POLICY FFF POUCY£XP L!M ?S COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) S1,000, 0 0 0 MED EXP (Any one person) $1,13,000 A X General Liab 65 SBA KW0636 01/19/2015' 01/19/2016 PERSONAL & ADV INJURY S1,000, 0 0 0 GEN L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000, 000 - ❑X - POLICY LOC JECT I PRO PRODVC TS - COMP/OP AGG s2,000, 0 0 0 OTHER: 5 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) . S1,000, 0 0 0 BODILY INJURY (Per person) ANY AUTO A ALL OWNED SCHEDULED AUTOS AUTOS 65 SBA KW0636 01/19/2015 01/19/2016 - BODILY INJURY (Per accident) - - s PROPERTY DAMAGE (Per accident) s - X HIREDAUTO X. NON -OWNED - .AUTOS 5 UMBRELLA LIAB OCCUR _ EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE DE RETENTION i S _ IYOAABBSCOMPENSIr/ON - PER OTH- ANDLW.LOYERS•LL4B1LnY STATUTE.- ER- E.L .EACH ACCIDENT ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (ManrlatoryInAIM ❑ MA E.L. DISEASE -EA EMPLOYEE - - If eyes,: describe under DESCRIPTION OF OPERATIONS below -S E.L. DISEASE - POLICY LIMIT - B Professional Liab 596617462 09/29/2015 0.9/29/2016 $1,000,000 DESCRIP77ON OF OPERATIONS I LOCATIONS /.VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H. more space is required) 1 Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION V 79tRS= 1U14ACUR0 GURPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED_ City of Gilroy Planning Division Y y g BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE. DELIVERED,IN- C ORDANCE WITH THE POLICY PROVISIONS. AUTHORREDREPRESENTATIVE _ Attn: Rebecca Tolentino 7351 ROSANNA STLt.�_Cl GILROY, CA 95020 V 79tRS= 1U14ACUR0 GURPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ffti': THE • ° t Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please call us at: (888) 242 -1430 Agent, please callus at: (888) 242 -1430 SERVLCE.TX @THEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED * ** PLEASE REVIEW THE CHANGE * ** 'Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (888) 242 -1430 Agent, please call usat: (888) 242 -1430 between 7 A. M. and 7 P.M. CENTRAL TIME The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. USAA INSURANCE AGENCY INC /PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 POLICY NUMBER: 65 SBA KW0636 F�-I THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. DISCLOSURE` PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium: $ $9.00 A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, as amended (TRIA), we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for "certified acts of terrorism" under TRIA. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement. B. The following definition is added with respect to the provisions of this endorsement: 1. A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of TRIA, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: a. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and b. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and _ is committed by an individual or individuals as. part of an effort to coerce the civilian population of the Form SS 83 76 01 15 United States or to influence the policy or affect the conduct of the United States Government by coercion C. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of insured losses, as indicated in the table below, attributable to "certified acts of terrorism" under TRIA that exceeds the applicable insurer deductible: Calendar Year - Federal Share of Terrorism Losses 2015 85% 2016 84% 2017 83% 2018 82 % 2019 81% 2020 or later 80% However, if aggregate industry insured losses under TRIA exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. © 2015 , The Hartford (Includes copyrighted material of the Insurance Services Office, Inc., with its permission.) Page 1 of 2 D. Cap On Insurer Liability for Terrorism Losses If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a pro -rata basis in accordance with procedures established by the Treasury, based on its. estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. E. Application of Other Exclusions The terms and limitations of. any terrorism exclusion, the . inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form, Coverage Part or Policy. F. All other terms and conditions remain the same. Form SS 83 76 01 15 Page 2 of 2 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: 65 SBAKWO636 DX Named Insured and Mailing Address; BONNIE L BAMBURG DBA URBAN PROGRAMMERS 10710 RIDGEVIEW AVE SAN JOSE CA 95127 Policy Change Effective Date: 06/12/15 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: USAA INSURANCE AGENCY INC /PHS Code: 812845 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 AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS DELETED AT ENDORSEMENT ISSUE: SS 50 19 03 12 SS 83 76 03 12 FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON - ORGANIZATION FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: SS 50 19 01 15 SS 83 76 01 15 PRO RATA FACTOR: 0.438 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 1211 04 05 T Page on Process Date: 08 /12/15 Policy Effective Date: 01/19/15 Policy Expiration Date: 01/19/16 F1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON. LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM UMBRELLA LIABILTY PROVISIONS A Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of such insured losses, as indicated in the table below that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015. 85% -2616 84% 2017 83% 2018 82% 2019 81% 2020 or later 80% However, if aggregate industry insured losses, attributable to "certified acts of terrorism" under the federal Terrorism Risk Insurance Act, as amended (TRIA), exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. B. Cap On Insurer Liability for Terrorism Losses A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance.with the provisions of federal Terrorism Risk Insurance Act, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: 1. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and 2. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and 3. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals acting as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year, and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a pro -rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. C. Application Of Exclusions The terms and limitations of any terrorism exclusion, the . inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form or Policy, such as losses excluded by the Pollution Exclusion, Nuclear Hazard Exclusion and the War And Military Action Exclusion. Form SS 5019 0115 Page 1 of 1 2015, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) POLICY NUMBER: 65 SBA KW0636 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL, INSURED - PERSON - ORGANIZATION THE CITY OF SAN JOSE AND THE REVELOPMENT AGENCY OF THE CITY OF SAN JOSE C/O RISK MANAGER 152 N THIRD STREET SUITE 904 SAN JOSE CA THE CITY OF SANTA CLARA 1500 WARBURTON AVE SANTA CLARA, CA 95050 THE CITY OF GILROY ITS OFFICERS, AND EMPLOYEES ATTN: PLANNING DEPT. 7351 ROSANNA ST GILROY, CA 95020 Form IH 12 00 11 85 T SEQ. NO. 001 Printed in U.S.A. Page 001 Process Date: 08/12/15 Expi ration Date: 01/19/16