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HomeMy WebLinkAboutProspectors Property Management - 2011 Agreement for 7255-61 Monterey StreetAGREEMENT FOR SERVICES This AGREEMENT made this Sf day of PJJAJ 2011 between: CITY: City of Gilroy, having a principal pla e of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Prospectors Property Management, Inc., having a principal place of business at 17770 Monterey Street, Morgan Hill, CA 95037. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on May 23, 2011 and will continue in effect through sale of the property 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 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 "). Exhibit "C" omitted in its entirety 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. \VPAPP \764446.2 -2- 100108- 04706083 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 shall be paid the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed six percent (6) of gross rents collected. B. Invoices This section is omitted in its entirety. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". Remainder of this section is omitted. 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. \VPAPP \764446.2 -3- 100108- 04706083 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 (1) Professional Liability To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent caused by any willful or negligent acts, errors or omissions of 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. (2) Other Liability To the fullest extent permitted by law, CONTRACTOR shall defend through counsel approved by CITY indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent arising caused by any negligent or malicious act or omission of 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, 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 and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by \VPAPP \764446.2 -4- 100108- 04706083 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. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. \VPAPP \764446.2 -5- 100108- 04706083 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 This section is omitted in its entirety. 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. 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. \VPAPP \764446.2 -6- 100108- 04706083 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 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 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. 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. \VPAPP \764446.2 -7- 100108- 04706083 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 This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. 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 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. \VPAPP \764446.2 -8- 100108- 04706083 CONTRACTOR: Pros s ro ert ana ement, Inc. By: 46LQ Name: radley A Leach Title: Broker Social Security or Taxpayer Identification Number 33- 1012459 Approved as to Form -X-9- & -*az- � Linda Callon, City Attorney \VPAPP \764446.2 -9- 100108- 04706083 CITY: CITY OF�GILROY Lee �n mi l i► wig r ► lt1 �. Title: M G4S AdM) CONTRACTOR: Prospecro—r—s—P—ro—toprty Management, Inc. By: Name: Bradley A Leach Title: Broker Social Security or Taxpayer Identification Number 33- 1012459 Approved as to Form V e�v LindOCallon, City Attorney WPAPK764446z -9- 100108 -04706083 CITY: CITY OF GILROY By: _ Name: Title: ATTEST: Shawna Freels, City Clerk 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 Diana Fuentes, 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, Kristi Abrams 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. \VPAPP \764446.2 4- 100108-04706083 III. PROGRESS SCHEDULE This section is omitted in its entirety. IV. PAYMENT OF FEES AND DIRECT EXPENSES This section is omitted in its entirety. 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. \VPAPP \764446.2 -2- 100108- 04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for 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. \VPAPP \764446.2 -3- 100108- 04706083 H. NOTICES. Notices are to be sent as follows: CITY: Lee Ann McPhillips City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Attn: Bradley A. Leach CPA, Broker Prospectors Property Management 17770 Monterey Street Morgan Hill, CA 95037 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.J. 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.J. 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. \VPAPP \764446.2 -4- 100108- 04706083 EXHIBIT `B" SCOPE OF SERVICES The City of Gilroy is contracting with a management firm to perform the following services necessary for the care, protection, maintenance and operation of the property located 7255 -61 Monterey Street, Gilroy. 1) Collect all rents and other income from the property promptly and deposit all income, less any sums paid out, into a bank account set up by the City for the property. 2) Send appropriate notices to the tenants for late or nonpayment of rent, violations of the rules and perform or oversee evictions. 3) Market, advertise and screen for tenants as vacancies occur. Must have familiarity with the local market, Fair Housing laws and low income rental procedures. Provide city a copy of new leases and the income verification documentation for all new leases (for seven residential apartments that are rent restricted) within thirty days from entering into a lease. Management Company is expected to use reasonable efforts to keep the property rented and negotiate and execute all rental agreements and leases in the property. 4) Establish a trust account for new tenant deposits when received, and provide monthly report of the account income and expenditures. 5) Take calls from the tenants on a 24 hour basis and respond to tenants' requests for repairs and emergency issues as part of the ongoing management responsibility. 6) Arrange for repairs and provide oversight to ensure repairs are done properly. Obtain approval of all major repairs (over $400) and expenses to include two independent bids and receipts to back up the billing report. All contractor and expense bills are to be paid at the billed rate, markup of vendor bills is not allowed. 7) Provide regular scheduled maintenance of the property and pay vendor bills for the cleaning of the interior hallways, lobby and staircase, interior light bulb replacement on first and second floors, including the residential lobby and exterior of building and maintain fire alarm system. Rear property maintenance to include the cleanup of driveways and parking lot, garbage dumpster area, garage /storage building and staircase. 8) Provide maintenance contractors as required and pay vendor bills for providing all labor, equipment, tools, appliances, and materials, supplies necessary for the maintenance or operation of the property. Currently there is a workshop on the property for this purpose. 9) From the rents collected, pay all operating expenses of the property including PG &E, garbage, water, fire alarm system including phone lines and monitoring system. Provide the City an accounting of all money received from property and distributed to the City on a monthly basis. \VPAPP \764446.2 -1- 100108- 04706083 10) Inspect the property on a regular basis; establish a schedule for inspections and monitoring of individual residential and retail tenant property. 11) Participate in an annual monitoring inspection with the City staff and provide a written report on the property with a recap of the income, expenses and tenant verification of the property within the first quarter of each year. 12) Provide any and all other services necessary to properly manage real property including but not limited to, keeping apprised of all new and changed legislation affecting the rental of real property. \VPAPP \764446.2 -2- 100108- 04706083 EXHIBIT "C" MILESTONE SCHEDULE This exhibit is omitted in its entirety. \VPAPP \764446.2 -1- 100108- 04706083 EXHIBIT "D" PAYMENT SCHEDULE CITY agrees to pay the CONSULTANT an amount equal to six percent (6)% of all rents collected as a fee for managing the property; which fees, plus any repair and maintenance expenses, may be deducted by the CONSULTANT from rents collected. CITY agrees to pay CONSULTANT a one -time set up fee for each unit of $150.00. The initial fee will be deducted from the first month's remittance to the CITY of rental proceeds. CONSULTANT agrees to collect the rents and to disburse funds directly into CITY'S bank account or on or before the 10th day of the current month, \VPAPP \764446.2 -1- 100108- 04706083 BLACK INK INSURANCE SERVICES INC. 316 Riverside Avenue, Roseville, CA 95678 -3148 PHONE (888) 777 -7108 FAX (916) 774 -1522 GENERAL LIABILITY INSURANCE POLICY CERTIFICATE OF INSURANCE THIS IS TO CERTIFY that we have procured insurance subject to all terms and conditions herein state, from the insurer(s) listed below: INSURER(S): THE HARTFORD ASSIGNED POLICY #: 59SBAVK7702 NAMED INSURED: Prospectors Property Management, Inc ADDRESS: 17770 Monterey Rd # A Morgan Hill, CA 95037 STATUS OF INSURED: CORPORATION LIABILITY COVERAGES: Liability & Medical Expenses $1,000,000 Products- Completed Operations $2,000,000 General Aggregate $2,000,000 Personal & Advertising Injury $1,000,000 Damages to Premises Rented to you $300,000 Medical Expenses $10,000 POLICY PERIOD: Inception date: 01/25/2011 TO 01/25/2012 Effective 12:01 a.m. Standard Time at the mailing address of the Named Insured. NOTICE OF CLAIM: BLACK INK INSURANCE SERVICES (LIC. #OC88578) 316 RIVERSIDE AVE. ROSEVILLE, CA 95678 -3148 TIIIS CERTIFICATE CANNOT 13E CANCELLED FLAT. In the event of cancellation of this certificate the Insnrer(a) shall be entitled to an earned premium for the time in force (a) a short rate of the annual premium if cancelled by the Insured, or (b) at pro rate of the annual premium if cancelled by the Insurer(s). If the Certificate is subject to a MINIMUM RETAINED PREMIUM and is cancelled by the Insured, the greater of the minimum retained premium or the short rate premium shall apply. By IMPORTANT. If there is any inaccuracy in the foregoing Tease advise immediately. F. I 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: LO Policy Number: 59 SBA VK7702 SC COPY m Ln Ln Named Insured and Mailing Address; PROSPECTORS PROPERTY MANAGEMENT C14 INC. ro 17770 MONTEREY ROAD #A 0 ro MORGAN HILL CA 95037 0 r x Policy Change Effective Date: 05/18/11 Effective hour is the same as stated In the Declarations Page of the Policy. °o Policy Change Number: 001 0 ° Agent Name: BURNS & WILCOX OF ARIZONA LTD Code: 305015 POLICY CHANGES: °— HARTFORD CASUALTY INSURANCE COMPANY ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING .� STATEMENT. THIS IS NOT A BILL. s NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE 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 MANAGER /LESSOR: SEE FORM IH 12 00 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - MANAGER /LESSOR PRO RATA FACTOR: 0.690 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 1211 04 05 T Page ool Process Date: 05/26/11 Policy Effective Date: 01 /25/11 Policy Expiration Date: 01/25/12 UW COPY POLICY NUMBER: 59 SBA VK7702 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGER /LESSOR CITY OF GILROY ITS OFFICERS, REPRESENTATIVES, AGENTS AND EMPLOYEES 7351 ROSANNA STREET MORGAN HILL CALIFORNIA - 95037 Form IH 12 00 11 85 T SEQ. NO. 002 Printed in U.S.A. Page 001 Process Date: 05/25/11 Expiration Date: 01/25/12 UW COPY PRODUCER'S FACT SHEET NAMED INSURED: PROSPECTORS PROPERTY MANAGEMENT INC. POL ##: 59 SBA VK7702 SC PRODUCER'S NAME: BURNS & WILCOX OF ARIZONA LTD POL EFF DATE: 01/25/11 POL EXP DATE: 01/25/12 TRANS EFF DATE: 05/18/11 00 Ln DIRECT ACCOUNT BILL NUMBER - 12143274 un TRANSACTION TYPE: ENDORSEMENT CHANGE NO.: 001 N ENDORSEMENT PREMIUM: $0.00 N o NON- PREMIUM BEARING N 0 r- FORM TITLE x rn SS 12 11 04 05 POLICY CHANGE o IH 12 00 11 85 ADDITIONAL INSURED - MANAGER /LESSOR 0 0 0 PRODUCER'S FACT SHEET PAGE 1 05/26/11 59 SBA VK7702 SC (01/25/12)