HomeMy WebLinkAboutSobel CommunicationsAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this QL day of June, 2017, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Sobel Communications, having a principal place of business at 775
Baywood Drive, Suite 203, Petaluma, CA 94954.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on August 1, 2017 and will continue in effect through
December 31, 2017 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreeme 1
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 CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no ' event
however shall the total compensation paid to CONSULTANT exceed $24,500.00 in consulting
fees plus up to $1,000.00 for reasonable travel expenses if the City requires travel (hotel and
meals) to Gilroy �person meeting attendance.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
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CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Indemnification of Liability, Duty to Defend
1. 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.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
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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 (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific endorsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
C CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
C CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf,
O 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.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.II., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY 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.
S. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all 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 reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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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 frill force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:
SOBEL COMMUNICATIONS
By JZA
.
Name: Brian Sobel
Title: Owner
Social Security or Taxpayer
Identification Number 20- 2928998
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CITY:
CITY OF GILROY
By:
Name: Gabriel A. Gonzalez
Title: City Administrator
Approved as to Form
City Attome
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of
Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Brian Sobel, who will act in the capacity
of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
"Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Gabriel
Gonzalez, Bryce Atkins, Joe Kline, and Rachelle Bedell shall be the designated City contact
person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by
CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this
Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
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IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well- organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
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CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F: OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. , NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Gabriel A. Gonzalez
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Brian Sobel
Sobel Communications
775 Brentwood Drive, Suite 203
Petaluma, CA 94954
FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
Crisis Communications Response Plan:
Working with City of Gilroy designated staff, Consultant will develop a Crisis Communications
Response Plan for the City of Gilroy. The Crisis Communication plan shall include key contact
lists, media outlets, and all necessary steps to respond immediately toa crisis. In addition, a
Crisis Communications Kit (one stop packet to immediately responsd to a crisis) will be prepared
to include pre - written releases for a variety of situations.
Public Engagement Plan:
Working with designated City of Gilroy staff, Consultant will develop general media and social
media alternatives and strategies to inlcude developing an umbrella program to assist in
bolstering public informaiton activities, promoting public information office functions and
activities, consulting with and advising designated individuals at the City of Gilroy, and assisting
with other related public information projects, plans or duties.
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EXHIBIT "C"
MILESTONE SCHEDULE
Crisis Communications:
The Crisis Communications Plan work will be completed over a 60 -90 day time period starting
August 1, 2017 with all work product in final form by no later than October 31, 2017 (but could
be earlier) and monthly written status updates will be provided to show progress toward
completion of the work program.
Public Engagement Plan:
The Public Engagement Plan work will be completed over a five month time period with all
work product in final form by no later than December 31, 2017 (but could be earlier) and
monthly written status reports will be provided to show progress toward completion of the work
program.
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EXHIBIT "D"
PAYMENT SCHEDULE
Crisis Communications:
Consultant shall invoice the City of Gilroy bi- weekly or monthly upon completion of work
up to a cap of $3,500.00
Public Engagement Plan:
Consultant shall invoice the City of Gilroy monthly upon completion of work up to a cap of
$21,000.00.
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City of Gilroy
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Crisis Commun- *1 ca- tions
Consulting Proposal
Scope of Work
and
Compensation Schedule
Confidential
Prepared by:
Sobel Communications
775 Baywood Drive, Suite 203
Petaluma, CA 94.954
(707) 762-3509
Fax.- (707) 762-1068,
www.sobel-communications-.co-m
brian@sobelcommunitations.com
March 27,2017
il
. . . . . . . . . . .
City of Gilroy
I - - -
Crisis Commun- *1 ca- tions
Consulting Proposal
Scope of Work
and
Compensation Schedule
Confidential
Prepared by:
Sobel Communications
775 Baywood Drive, Suite 203
Petaluma, CA 94.954
(707) 762-3509
Fax.- (707) 762-1068,
www.sobel-communications-.co-m
brian@sobelcommunitations.com
March 27,2017
• .Iss4m �
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I
I. Overview
Table of Contents
R.
Work Program
�.
Compensation Schedule
^1
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1
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Sobel Cominunications //City of Gilroy
Page 2 = t
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_�• ter..
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• 1
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Proposal
I. Overview
This proposal covers preparation of a Crisis Communications plan for the City of Gilroy.
II. Work Program
The goal of the proposed program would be:
• Work with designated individuals within the�City of Gilroy and particularly the PIO
officials to develop a Crisis Communications plan for the City of Gilroy as outlined
in Section III.
Ill. Implementation
• Develop a Crisis Communications response plan, including key contact lists,
media outlets, and all necessary steps to respond immediately to a crisis.
• Assist in the development of a crisis communication kit to include pre- written
releases for a variety of situations. In short, a one -stop packet to immediately
respond to a crisis.
Sobel Communications / /City of Gilroy
Page 3
IV Compensation Schedule
- Sobel Communications proposes a set fee in the amount of $3,500.00 to assist the
City of Gilroy as outlined in Section III.
- An initial fee in the amount of $2,000.00 is requested upon signing of the contract.
IV. Approval
If the terms and conditions as outlined in this agreement meet with your approval, please
send one copy of the approval page back for our records and payment in the amount of
$2,000.00 dollars. Thank you.
-zfjt-:�! /
Name Brian Sobel
City of Gilroy - Designated Individual Sobel Communications
Date Date
Sobel Communications / /City of Gilroy
Page 4
®-'iY:+
IN
.2
. r
-. City of Gilroy
Public Information Office,
Consulting Proposal
Scope of Work
and
Compensation Schedule
Confidential
Prepared by:
Sobel Communications
775 Baywood Drive, Su_ ite 203
Petaluma, CA 94954
(707) 762 -3509
Pax: (707) 762-1068
www.sobel'communications -com
brian @sobel'communications.com
March 27, 2017
Table of Contents
Overview
II. Work Program
III. Compensation Schedule
Sobel CommunicationsHCRy of Gilroy
Page 2
Proposal
I. Overview
Thank you for allowing Sobel Communications to provide the following consulting proposal.
Sobel Communications wishes to support the City of Gilroy in its efforts relative to acting as
a resource to the City Manager and Public Information Office to provide general media and
social media alternatives and strategies.
II. Work Program
The goals of the proposed program would be:
• Work with designated individuals within they City of Gilroy in all strategies
connected with.public information, including print, electronic and social media.
• Provide a general umbrella program to assist in bolstering the PIO activities.
• Help to actively promote the PIO office functions and activities.
• Consult with, and advise on a regular basis, designated individuals within the City
of Gilroy.
• Assume other related duties as assigned by designated individuals.
Sobel Communications//City of Gilroy
Page 3
III. Implementation
• Evaluate the process of gathering and processing material for media
consumption.
• Evaluate the preparation and distribution of media releases on an "as needed"
basis, or more often as necessary. Emphasis will be on the news side.
• Develop a short-term umbrella program (4 to 6 months) to assist city PIO
specialists.
Oversee compilation of all information about the City of Gilroy and community
related work that can be disseminated to the public and media outlets and social
media.
• Assist, if needed, in the development of lists of media, community individuals and
others including, elected and appointed officials, who may need to interact with
PIO officials.
Assist the PIO office develop a media kit to include information about the City of
Gilroy and fact sheet including information about businesses, the number of
employees, products, services available and other important information.
IV. Compensatlon Schedule
• Sobel Communications will provide guidance and mentoring for the PIO program
for the City of Gilroy on a short term basis (4 to 6 months).
• We propose a monthly fee of $3,500 with reimbursement for hotel and meal
expenses if we are in Gilroy overnight. Cancellation by either party with a 30-day notice.
• An initial fee for six weeks of services to be paid upon signing an agreement, in
the amount of $5,250.00.
Sobel Communications / /City of Gilroy
Page 4
IV. Approval
If the terms and conditions as outlined in this agreement meet with your approval, please
send one copy of the approval page back for our records and payment in the amount of
$5,250.00 dollars. Thank you.
Name
City of Gilroy - Designated Individual
Date
Sobel Communications/ /City of Gilroy
Page 5
Brian Sobel
Sobel Communications
Date
Form W-9 Request for Taxpayer
(Rev October 2000 Identification Number and Certification
Department of the Treasury
Internal Revenue service
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Name (as shown on your income tax return)
Brian M. Sobel
Business name if different from above
Sobel Communications
Give form to the
requester. Do not
send to the IRS.
Check appropriate box ❑✓ IndlviduaifSole proprietor ❑ Corporation ❑ Partnership Exempt
Limited ❑ Limited liability company Enter the tax classification (D= disregarded entity C= corporation, P =partnership) ► ....... ❑ payee
❑ Other (see instructions) ►
Address (number, street and apt or suite no }
775 Baywood Drive, Suite 203
City, state, and ZIP code
Petaluma, CA 94954
List account number(s) here (optional)
Identification Number
Requesters name and address (optional)
Enter your TIN in the appropriate box The TIN provided must match the name given on Line 1 to avoid Social security number
backup withholding For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3 For other entities. it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number
number to enter 20 2928998
Under penalties of perjury, I certify that.
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3 1 am a U S citizen or other U S person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax retum. For real estate transactions item 2 does not apply
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends. you are not required to sign the Certification, but you must
provide your correct TIN. See the instruckd'n?on page 4. / /
Sign Signature of
Here I U.S. person ►
General Instructions f
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer Identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA
Use Form W -9 only if you are a U S person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2 Certify that you are not subject to backup withholding, or
3 Claim exemption from backup withholding if you are a U S
exempt payee. If applicable you are also certifying that as a
U S person. your allocable share of any partnership income from
a U S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W -9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W -9
Date ► 4 -28 -1U 1 /
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S person if you are.
• An individual who is a U S citizen or U S resident alien,
• A partnership, corporation, company. or association created or
organized in the United States or under the laws of the United
States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section
301 7701 -7)
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business Further, in certain cases where a Form W -9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax
Therefore, if you are a U.S person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W -9 to the partnership to establish your U S
status and avoid withholding on your share of partnership
income.
The person who gives Form W -9 to the partnership for
purposes of establishing its U S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
• The U.S owner of a disregarded entity and not the entity,
Cat No 10231X Form W-9 (Rev 10 -2007)
''-_~IN
CERTIFICATE OF LIABILITY INSUF;LANCE
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR A S NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
THIS CERTIFICATE IS ISSUED AS A MAT7ER OF INFORMATION ONLY AND CONFER I I
FFORDED BY THE POLICIES
THIS CERTIFICATE OF INSURANCE DOES N;T CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SI, AUTHORIZED
BELOW LTER THE COVERAGE A
REPRESENTATIVEOR PRODUCER, AND THE CERTIFICATE HOLDER.
--_-~-. ..~==""""w ""w° ADDITIONAL
If SUIRROGATION IS WAIVED, SubjCCt to the Wnris and r_orIdIt�on,., of the policy, ce'Vlill pohcies may require an endDrsement A statement ull
63 1 FAX
C OM
PELTALIJ�MA CA L-495:
COVERAGES CERTIFICATE NUMBER. REVISION NUMBER.
LIK
CERTIFL4�ATE HOLDER
CITY OF
ACoRD 25 (2316104
CANCELLATION
THE EXPIRATION CATE THEREOF, NOTICE I'VILL BE DEIAIEREr� IN
ACCORDANCE WITTH THE POLICY PROVISICNS
1988-2015 AGOFiD CORPORA 0 All rights reserved.
;TAT E f
INSuP,",NC C C '4 t4 V
SMO
EDECLARAT�ONS
PWMVPwhd EMme Date
Ex tr ation Date
IT vwyn AN 15 2w 7
j 15219
'-'QT0 and "ir m I
a' xr mndwd
SOBEL, MAN
Aged an(j slolving Ad&n'-,b s
D 8 A S03' L C 0 MMBE''"` SCA T 1T3 S
NANCY COOLEY
7!5 BA"'WOOD L'R q,-,fF
800 LINDBERG LN SrE 3,20
PETALUMA CA ,C
CAE ALUMA CA 9 i952 ?375
6295
(Noce POACY
0 bw VON ba V.0 wr -pon in buble", -
3 ld
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DECLARATIONS (CQNTHNUED�
Office Polleg foe SOBEL, BRIAN
Policy Nunn er 97-67-3258-0
SECTION I - PROPERTY SCHEDULE
Location Location of Li'mit ot I
Urn�f of Insuraricc-*
SpAsnm�!
Nomber Describnd
Coverage A -
covr8r, Q B
susmess
Buildin, s
9 1
Busines�'Oer tonal
Property
Property i
M I 775SAYWOOD DR 203 Nc Coverage 1 600 2,5
�IETALUMA GA 94954-�-,'50C
'w t' G cffoct�ve dale nji 'I;- s nolicy trig Lim, o' Insurance as incluarcs iry a,.,Irease ire I' Ilm" ov� ic, �n
SEC MON I - INFLATION COVERAGE INDEXIEP-1-
Cov A, nflalhor Ccve�agc ln,.-Jex, N,A
'�Ov R - Corskimci Price Inar,' 24
Bas',c Deductible
Special Deductibles:
a,id Sec.cr,l!es
Breakdovv-,.
P 4 k)ci =tqd or "Si
Pagc 4,�t 6
pe i�.'rrn
mill,
DECLARATIONS (CONTINUED)
Office Polic for SOBEL, BRIAN
Policy Num9er 97-67-3258-0
AccountsRecelvabie
rO-
01f
Arsori Re ,,Nfaid
$5000
,7 0 11 ap s e
xcluded
Damage' To Non-Cv "c-'d 9J;d,,iqs Fro,-, -Pieflk BL1"9,1,!r,' C i"'oobary
Guv'-i,�-gje 6 Dmo'
Dpbds Remcvai
25' 'o o coveread !os-s,
Eqjipment BrteaKowi
�rcluded
Fire Depaorren' Sewir.p O'harae
$5000
Fire Extinguisher Sys,emis Rec arp Expense
$5 000
Forgery Of A 'erwic,�
S10 001 0
Glass, Enc�rses
Q
eased ',osl -r Cui,s', �, 'u,n U,
'rGUY,vCa 01) a epz :e�,'a'enf -ov bas, ",
Mlo,iey Aid St3,wl iCllr Premise-5)
Mo-ev And Secumi,:-� :Cn
honey Orders And Ci-mtef4elr
Ncwly AcqUhnd BusinoFs Hersc�-ial Oropetty !ap i;esowy if iris Qkcy fxov,des
i0. 1 art0
Coverage B - 10,isiness Ptz;r,,.oriail P'Ope?ty)
Newy Acqui'ed 0,' '�onsirucwd Build'nps
00',
Coverage A - Bw;cu-�--
')fcoated
MAY 18 20'j 7
cv—p-4000
CO3'"It'rUed ot, Re-,,eise &ao of Page 6
DECLARATIONS (CONTINUED,
Office P014 fo� SOBEL, BRIAN
Policy Num er 97-67-3258-0
'I
Orldin-21MW L,1W E a upinEri �-ovo,, 1%-, L" d
$5,00C
�ers,onac {apOies )i-N -,z Drf `W';C-S Drcw'deCl �1,vr-r,qo R - Fl,isnoF*;
Persorla� P,Operlv Off
$15 000
::'o, lu ta nl r) Aid R e rnov,4' $ i n
wcq
:�'rnpatly 0f ('@PP1!e5 �niy to zhose� }pre mires prcv!ded Coverag, F, - P3t1S1tiE $2 0
Pun,rsonal P,opertyI
Jnautharizod mousiness Card J;o S 5,101G0
Va,uable Papets Ard"rno,,Js
On Prem-scs $50,21"N"
Dt' prein s--,; $
Water Dairnaae Other Liqufas, Violten Male�ia� Darnaar, I I C! U(I --,, 0
SECTION I - EXTENSIONS OF aOV RAGE - LIMIT
.g���F INSQRAHCE - PER lEOLICY
The coverages and corresponding limits shown below are the mcst we will pay regardless of the number of
described premises shown in these Declarations.
COVERAGE
Ut,-oen-Je,,,l Praocrtv - Loss in parr
Ernp;oyee Di,honesiy
,-I,Wy 1ntcrt,.jp-ucn - i.oss 3T
i U Anc -i
11AY 18 20'7
c F it ITA
m; -/001-1-
LIMIT OF
WS0171ANCE
PaQC-1 4 of
5 tate FA- r"n
Offtw P01% for BOWEL, BRIAN
Nu
Policy m.er 97-6-17-3258-0
SECTIONJI - LIABUTY
Each pa; dc` airn, for tab lily Co)ve,ago rpducestc !,,Surance vvepruvide cuing the appl' cable
anrua; period 7�,'lcase cfr, to 1, - babilj!y Ir llhc wrid a,-va'l,,-wf'ed undo,serr,,erts'
Yow poltcy consists of these Declarations, the BUS!N-ESS3,'DWNERS, Cl()VERAGI- "'&W shown be:ovv, any cthai
forms and ondorselmer-as that apply, mcludirg :hose asvve)t astnas(j!ssoca subsequent �c ItIt-e
issUaYl(-,(-- OflhiS P011CY.
FORNIS AN11jQUORSEMENTS
LIMIT OF
COVERAGE
114SURANCE
COVeMg--, L t--3,lstness L`1-1,r -AI -y
Covorage, Nfiedical lE-xpe.nFes.,-l\nv Ore Pe. so-il
7u, i S, i i -i I r i s u, r an c c- On v IN o, i c
D,,-m,age Tc Premises Renloci 7c vou
Addl insd Nllld'-, Lt;s ur 01 Prern
CMP-481 9,1
LIMPUT OF
AGGREGA7E LPAfTS
INSURANCE
P'nuucfs,Co-n pletcd
$2 coo.ricc
Generat Aggregg le
(11010
Each pa; dc` airn, for tab lily Co)ve,ago rpducestc !,,Surance vvepruvide cuing the appl' cable
anrua; period 7�,'lcase cfr, to 1, - babilj!y Ir llhc wrid a,-va'l,,-wf'ed undo,serr,,erts'
Yow poltcy consists of these Declarations, the BUS!N-ESS3,'DWNERS, Cl()VERAGI- "'&W shown be:ovv, any cthai
forms and ondorselmer-as that apply, mcludirg :hose asvve)t astnas(j!ssoca subsequent �c ItIt-e
issUaYl(-,(-- OflhiS P011CY.
FORNIS AN11jQUORSEMENTS
2 0 . -7
Side, of
N
Ppge .5 of 6
(AMP-4y-,iS i
'Addi < -,sd Ownpis Le.-,Fee S�'hnc
OW-471
FE-69992
7u, i S, i i -i I r i s u, r an c c- On v IN o, i c
CVP-47tiF i
Addl insd Nllld'-, Lt;s ur 01 Prern
CMP-481 9,1
-najtho, =Zed S-,�usincss .ard Lk�o
Back-Jo of Se,�vc- or Drain
CMS' -4704
Doom dcnt F'-Orj ss Of lPl,'0rT,e
CMP-4710
Employee, D shcresy
CMP-A-709
Money and Securitfos
OMP 47 '3
Utility lnto;ru'ct � Ifi",
ool pass s r, r ,
CMP-475.
Less ot Inconne & Extra Expnse,
-I'
1 U-6007
1, land rvla,�ne At'_qch Dec
2 0 . -7
Side, of
N
Ppge .5 of 6
DECLARATIONS (CONTUNUIED)
Office PGV'�;;, for SOBEL, MAN
Policy Numter 97-6-?-3258-1-)
' %,4- , Fi, -M
S
Interest Type, Add; ln,8 ' red
-- Q,
Endorsement #: , IPA7
Loan Number- K A
73, , R0 NA S
L
T' i-o
-,' !i
lntemc,l Type� ics,v,�,
Enoorseir,erit 4,
Loan
I P
ng� P — I j ��! t nor ( , , -1,
, -i-,ffllad tc, par,cipat,- in a � -ih,,, , earn;na'o of r;j �Io� 13- r,� ct m-s n
-accorda-we wqlr t[" a Y'gt b3`y' AlrlicieS �: !:icorpora',m a"
VV,tness the State Far!" bz it,,: and
S�,-�,reta-v 3t
IMPORTANT NOTICE,
California law requires us to provide you with informtflion for filing complaints xith the Stza�s?-
Insurance Department regarding the coverage and service provided under this policy,
Complaints should be filed oni after you and State Farm or your agent or other compaivy
representative have failed to reac� a satisfactory agreernDrit on a problem.
Please forward such complaints to: California Department of Insurance
Consumer Service-s Division
300 South Spriing Str
Los Angeles, CA 90013
-b
may call toll free gt,
STATE FARM GENERAL INSURANCE COMPANY
OFF
INLAND MAIRWE
ATTA(HING DE,"-'LARATIONS
'icy Numbar
97-67-325"
Po icy PefiDd
Effective Date
E�Piration Date
,;c-, nd eq i_ I s an (I citds at
"I an,
Nd trBsu red
'SOBELarne , RIAN
DBA SOB EL COMMUNICATIONS
775 BAYWOOD DR STE 203
PETALUM.,%, CP 94954-55OU
ATTACHING INLAND MARINE
Automatic Renewal - policy period is vwv,,� -� 12111onths, th
for-115 In uffvutfo� cacti suo-eedl�lq po 'Cy PCI-tod ifulis I -vouand (be iV vvraim ��ot'
C'wni,Aaslce Vvid-I t Policy prw,;Sions or a-, I equired b-,,, 1,wv e I,,;
Awmal Policy prpmlum
',,e a Dove ",er.tu r, A,n c,,j 'i i Is In k ; de d; m t`w ,' ncy cinful?: sh:",
— 'fie occlarat-'s
Your DOIICV cQf1S;S[-, of these Vne iNLANWWRIN COVF MS shown below, a,)d an ofie. forn,s and that
aDply, !,I clud4ig glow as f�osr-, .,,buo d v! @ is tfie !ssu all 7,c t,f th, Is Do! I Qv
. . ....... ........
Faffns, Options, and Endorsements
Infand Nlanna GDn&ions
F—E-8 745 Iniand Varine Computer Prc,D
&,L, fiwv-i,�e tor S,:,heduio
prep,l, ed
VA',r' 18 20, 7
F-D- 6rO 7 .J�, wpy 01"fic", nc, kv- r�nO
", 1� ,, " L,4,1 c. 3 ! 1,1,3 1,
97-67-325&0
ATTACH1,NG INLAND MARINE SCHEDULE PAGE
ATTACHING INLAND MARINE
NUVWR CDVFRAGF
F-E= 8745 Imand Marine Gomp�jje- Prop
Loss of InGome and Extra Expense,
prey
i iAY 1820017
h,11 I" OF OfflUC-11BLL ANNUAL
INSURANCL AMCJNT PREMIUM,
25 U00 t, 500i Included
Included
0 FHERLINIII S AND FXC,I--US!ONS'NW,APPLY - Rf-FER TO YOUR POLICY
m mow a - 0"
F.
S7-6?-3253-0 001907
, P 1 - �-% I
THIS ENDOF SE Mli] NT CHAN J' S i Hir- � C Dl. �CY PL1z"SE RaAD 11 CAREF�LL"'
CMP4786,1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS
(Scheduled)
This erdorserient rnod'fies:nsuraroe- provided urv,,e, t�Ie folk-worg
SUSlNE_SS(YV'jNER',-- ✓OVIERAkGE FORM
Policy Numbec 97-67-3253-0
Named Insured:
xr
I �11111111!1 Jill
CITY OF G H ROY
7351 ROSA"NNA ST
GILROY CA 95020-6196
SECTION it INHO IS AN INSURED of
SECTION II LIABILITY is arnended to in-
clude as an additional insured any person or
organizaiion snovvin in the Schedule, t,,jt or,.iy
with resoect to Lability for 'bodily iniury",
1,prope,7V darnage" or 'personal and advertis-
,r-g injur/ it whole of in part, Dy
(1) your acts or orr=ssEons, or
(2) The acts or om,ssions of those actirg
you, behalf,
in the perforn-,ance of your ongoing opera-
tions for that additional Insured, or
b. Productz� - Completed Operations
'Your work` lcerforme�) for that additional
lnsu-ed and Included to the "oroducts-
Cori-, P=etc operat'ons hazevd"'
However, Q-aragraph, 1. above s subjoci to the
a. The i-,surance affoided to the ad-di,,`ona!
insured only applies to the extent permit -
ted hV law,
b. If ooverage provided to the additional in-
siJ is required by a ccntract or agree-
ment
the insu(anca rxmvided to t�p
adai!ional insured will not be broader than
that which you are required by the contract
o, agreernent to provide for SL�,in addirion-
a[ insured, and
c. ff the contract or agreement I � gfeernent belhueen you
a the additiona; inswed is governed by
California Civil C-1i Section 278-2 or
2782- 05, the insurance prov!ded to the
,nswred is the lesser o4 1hit
vv�lch
(1) is alioviedl for the sat,sfaction of a de-
fense or ;ndernnity o-ogaWn by Calc-
folnnia Civil C'ode Section 2782 or
278; 05 for your so!e ;iabilfty, or
V,_ ,i are eCLW't�d t)y contract or
aerpo,rnent to provtd� for zljch add;-
tlonai
LNfe heve no d,A,,y to cefe,I,,., ar I;,denirffv tj;e
aodit;onal insured under this endorsement un-
ril a claim, is endered to LIS
J1_ A!"I
97-67-3258-0 001907
2 Any P,-,,V, Oen to the adavurz aF
emea SM omy ap,-,,Iy respc-,,,,, to a OSM-1
made or a W bmull in dawages foi
3. Che in ,urance 'rfforded to to
nadt;onal i;sufed t'le �olkn&i-g is added'
SECTION I', — UP011TS OF INSURANCE
If Coyer --,rowided to ddlit,ona' msjod
,s rynaed by sontran a- agnement t anst
vvre,, pay an behalf of tie ,,3dwion@j in,%,j'�-gj
b�- -he 1�-sszer of of jr1sur@rce,
a Req"ed Q 10 cot& ewt or ag�eenient, oi
W Ama0ble under �he Of
lt',sL.ra,nce sn��,,vn n the
Tnis shad, -o- xcrease, ,j(. a�>
th,-
D,ec arafions
4, 'MIP "espel to ihe affod( d to the
addqional tnsured, the follo,,,, ;-g is added to
Paragran 3. Duties In The Event Of Occur-
rence, Offense, Claim Or Suit .3f SECWN
11 — GENERAL CONDITIONS
Tne a',Iditiona inssen, nu--,
a. See to it that we ate rtotliea as soon as
plactcab!e ot an 'occ_�nynue c; an cK
Nmse whmn r my ie it tt down To me
exten' poss�ole, nofic�� -liould incl,jde
13) T hE - an , , of y i)
cr damage an ng aw of '"o um a-
°e n C e o " c) If e -se,
b. Tend& the dense and indcj-n-,ity d, -3nv
cla�nl or uo, and to ns,,x
ers Wri-, hav� potenvaly
ballade to thii jodluona, insured and
C, ,,%(jree to rn5Ke -,WaJable any he nsur
&nw, the add.:ona,! insured ',as fo! dc-
f�'i'z3e or 'or, �e Wou'd
under SECTION 11
LIABUTY
5. 'vVith ress.-,,ect to he ins',v at "'' - , �,ffof:jed the ad
f -
d�bca' :m,,,wed, the foiiovd °"g feplaces SEC-
TION [g :JABILITY 4 r l 7, Other
,nsurance of SECTION I AND SECTION if
'COMMON POLICY GONIDIMONS'
a, _,'his is orinlary o vi vvW not
seem" cantrlbu,,on from any ins,,.rarx,
4'-) Tlie addrriona!,nsut� d ponaeo
tha', thF nddt,,';naf irsu= ed is --, namr-<j, in-
sured Undet ,,ther ir-_-,vance
b. Re, ,vlkess of any afire t ei-.4 t,,e -tc'�',een
a!/ War Msnamr,
pnmia�y e�cps,�, or 0'-'
any Wher came the add�'iorml t-
sur,'d teas been acided as art adds nal in-
Fw-d an Qwr oolobs.
(1) Hove when and Mae the acap -he, YA ze no rounc' of pretp�,� �, he
rpnce" o,' offen-se took pl2ce
h �s -��rt �s cance�ied
-, e n do r -s �, i
The names and addz�s--es of an,�� in-
jtAred pers',ons and mtnesses; anc., A,li othe, policy prov,stons apply
MeFor VW M A ,"- nA - a renni pan, 2
AVVI 'W -.,I - a" " navol
97-67-325M 001908
^' age 37
THiS ENIDORSEEMEN I CH A NCGIES I HE PO[ !C'-" P I. FASP7 RE.4'D !T CAR EF-U,;'J1,V
CMP-4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS
(Scheduled)
71,is encoisen)ent modifies inswance provided w7de, the
BUSINESS,,WMERS COVERAGE FC-1,R)MI
Policy Number: 97-67-3258-0
Named Insured:
Name And Address Of Additional Insured Person Or Organization:
1. SECTION 11 WHO IS AN INSURED of
b. if cc-„rage Provided to the adko anal in
EC 'Ti TiON 11 LIABILITY is amenced zo in-
sued is requi,ed by a oonar,;ic; or agree-
elude, as an additional insured, any Person or
ment the insirancp prov,ded
organization srown in ttle SCrl'eCL!!e, bu! onl�,,
with rc
-speet to liability for 'bodily inju,,y'
add;liona! �nsured will not be b,,cad r t
e han
.Iprop(-,,�ty ,jaMage', or ',pefsoiral and a(.,vertis-
thei—oilhich you are recived bytne �,ontract
i.ng lnjLlly`cause�,,, whole Cr in part bv
lo provide or ss?�,,-�h goditia-
a. Ongoing Operations
( Yr aor mislon a-
ou as
ce If 'tee contract or agree €:w 1et�veen yo,
t23:,1 he additional inswed is lief
(2) Tne a= -ts 0! OrnissiOM5 of those a,�ft,,g
C,�,de Seolic,,n 278,2
on , c(w uehalf,
1
'7
, 8205, the nsuranoi� p,ovided -o 'the
on `na PeTforrnance of your on o,, olpe-a-
a-lld�-,ioriai insured is the of that
a
bor-is "'or that additional insured or
which
b. PrcKiucts - Completed Operations
(1) is allowed for the satistaction, of a de-
feniSe ai i-derriwty obkjation by Cah-
"rour work' Performed for that additional
forma Civil Code Secl,or 2782 9-
insu!ed al"Id inGlUded in the - Products-
-21`62 05 for your sne liar; Ity,
L; "
00'rPiG+Z,, Operations hazard"
(2) v— ere reqLl:red by "ontraot or
Hoviever. Paragraph 1. above, ;s subje-;t to the
agrcemen- to provide for s%,& add;-
follovong
t,onal insuled
& 'Ple dod 1,2 t1i e f o
' n
Iii
?nswe,l only apPiies to the ext--,
acd,tor-a," insured undo, lhi, Lill-
ted 1.v la"e,
til a oiairn or 'suit is wnderec EC l
2, iaa-,v ns-uranlm-z provided to the adamtona� in-
su"od s�3,11 on!,/ appiy Mh respect °o a Ca:nn
made or _ 1� ,
, t"
"s i�roughY for damages to.,
I
wnich you are provided coverage
3. VVitn respect to the insurance afforded -o the
addmonal insured, the following is added to
SE&iION If — LIMITS OF INSURANCE
4 coverage provided to the additional insured
is requ Ted by cr agreement the :ncs' '
%'Ve iz,,ay on behall, c)-the <Aditonai insures
vviii be, Me lesser o� 11nP insr,mnce
a. Required by the contract o, agreement o"
b. Available under the applicable Lim is Of
Insura-ce shown in the Declarations
-his endorsement shad not increase the ap-
plicable Limits Of MSW rCC- shown =" the
4. Vwth respect to the !nsurancic afforded to the
addr,,onal insured, the following is added to
Paragraph 3. Duties In The Event Of Occur-
rence, Offense, Claim Or Suit of SECTION
11 — GENERAL CONDITIONS
a to it that we are notif,cd as aE-
o ?c tfcable 3 m -nce o r ni ,, f
tense which may iesuit rr a claim To t e
j
extent possible notice should include
CMP_4__,8C i
(3) 7�e qatalit: a,-)0 'Cua."'!on of any ilWrq •
or da-nFge WSm` A Of thP
nencj,� 0, oftense
b. Tender the defense ana indemnity of any
clairn or 'suit" to us and to all other insur-
ers who mav have insurance potentially
available to the addit,onal insured: and
c. Agree to make avaiianle any other insu-
ance the add,fional imi,,,red ha.,w fo, r1h:--
tense or darlages for wNch we
provide coverage under SECTION 11 --
LIABILITY,
5. 'Alan iespect to the insurairce afforded the ad-
Jit;Q,-a. insured the following replaces SEC-
TION 11 —LIAB16TY of Paragraph 7. Other
Insurance of SECTION I AND SECTION ]I —
COMINVION POLICY CONDJiONS
a. hs ms€,rance ;s z)rirnary lo amc will not
SeeK contributio, from any other insurance
ava,laole to tne acldrnoial insured, Provided
that the add:tional insured is a narned in--
sued under such other insurance
b. Regaidless of any agreement between,
yr,u and the additional insured, this insur-
is excesa oviir @n,! othe,,, if,,,.GrL-nc-
,vr0',e, e�xce is contingent 3C ' n
all_y oths' - bass for vv-icn the addit bon -al in -
si,red has been added as an additional m
cured on other policies
(1) How when and vahere tne 'occ ,r- There voi, be no refund cf premium m the even"
rence' or offense took piace: this endorsement is canceled
(2) The names and addresses of a in-
ured r)ersons: an; vvitnesses and All other P&cy prov'sions aop y,
"T