Loading...
PS Purchase Parking Meter EquipmentAGREEMENT FOR PURCHASE OF PARKING METER EQUIPMENT This Agreement is made and entered into this 25'7w day of 04 To,B'R , 2013, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and IPS Group, Inc., a Pennsylvania corporation authorized to do and doing business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY wishes to upgrade existing parking meters within the CITY and issued a Request for Proposals dated June 10, 2013 to obtain bids for credit card capable parking meters, parking sensors, and an accompanying data management system; and WHEREAS, CONTRACTOR submitted an acceptable bid for the desired products; and WHEREAS, CITY desires to conduct an initial test program of sixty (60) of the parking meters only, without the sensors and data management system; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Parking Services Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT MANAGER to have overall responsibility for the progress and implementation of this Agreement for CONTRACTOR. Steven SmeenRe is hereby designated as the PROJECT MANAGER for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT MANAGER for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. A. CONTRACTOR shall ship and install sixty (60) new, fully -tested Model M5 parking meters and related equipment as specified in the "Quote" dated 10/14/13 attached hereto as Exhibit "A" and incorporated herein by reference. B. Coordinated installation of all parking meter equipment will take place according to a pre -defined deployment plan created by CITY and CONTRACTOR, during standard business hours, and will be based on mutual agreement of staffing, dates, and locations. CITY staff, in conjunction with CONTRACTOR staff, will inspect parking meter equipment Version 2-15-11 1P Tr /N ; - + - following installation to ensure proper installation and operation. Unless otherwise notified in writing, system acceptance will take place at the time of installation of the parking meter equipment, but no later than ten (10) business days following completed installation or thirty (30) days following delivery, whichever occurs first. C. CONTRACTOR shall provide all current manuals for the parking meter equipment, and shall provide all manuals for any future upgraded or new services. CONTRACTOR shall provide initial on-site training, and local on-site support during the warranty period. D. CONTRACTOR shall provide a full 12 -month warranty on all installed equipment as described in Exhibit "B", IPS Limited Warranty, attached hereto and incorporated herein by reference. E. CONTRACTOR shall bear risk of loss of the parking meter equipment, including any damage sustained during transportation to the delivery site. Transfer of title to parking meter equipment, and otherwise risk of loss, shall pass to CITY upon delivery. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: A. CITY, at its own cost and expense, shall keep the equipment in good repair, condition and working order. CITY will also notify CONTRACTOR of any need for warranty repair work and will coordinate the return process with CONTRACTOR. B. CITY shall be solely responsible for meter posts and housings, including keeping meter posts, keys locks and housings in good working order and in compliance with all applicable laws. C. CITY shall use the parking meter equipment in the proper manner and shall comply with and conform to all national, state, and local laws and regulations in any way relating to the possession, use or maintenance of the equipment. 4. COMPENSATION. In full payment for the equipment and services described herein by CONTRACTOR, CITY shall pay CONTRACTOR the sum of $31,065.00 as detailed in Exhibit "A," payable upon acceptance of the parking meter equipment by CITY as described in Section 2.B. of this Agreement. 5. DOCUMENTS PART OF AGREEMENT. If needed in interpreting the terms of this Agreement, reference shall be made to the following documents, incorporated herein by reference: 2 A. The RFP with Appendices issued by CITY dated June 10, 2013, and any addenda as issued by CITY prior to the opening of proposals on July 12, 2013. B. CONTRACTOR'S RFP Submission dated July 11, 2013 and CONTRACTOR'S BAFO dated August 20, 2013. 6. TERMINATION. A. If either CITY or CONTRACTOR violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved party will give the other party (the "responsible party") written notice of such failure or violation. The responsible party will correct the violation or failure within 30 calendar days or as otherwise mutually agreed. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party. The option to terminate will be at the sole discretion of the aggrieved party. B. When it is in the best interest of CITY, CITY may terminate this Agreement, in whole or in part, by providing 30 calendar days' written notice to CONTRACTOR prior to the effective date of termination. Upon termination, CITY shall be liable for outstanding, undisputed payments required by the terms of this Agreement for goods received by CITY. "NEED A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 7. A. shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. Except for professional liability insurance, the insurance policies shall be 3 endorsed for contractual liability and personal injury. 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's Risk Manager. 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 9. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 10. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 11. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 12. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Jim Myhers, Parking Services Director City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR: IPS Group, Inc. 5601 Oberlin Dr, Suite 100 San Diego, CA 92121 Attn: Chad Randall, COO 13. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 5 14. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 15. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 16. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 17. SEVERABILITY If any provision in this Agreement subsequently is determined to be invalid, illegal or unenforceable, that determination shall not affect the validity, legality or enforceability of the remaining provisions stated in any section or sub -section of this Agreement unless that effect is made impossible by the absence of the omitted provision. E 18. INTELLECTUAL PROPERTY AND CONFIDENTIALITY A. All pre-existing and independently developed intellectual property, and any derivation thereof, including but not limited to designs, models, inventions, processes, methodologies, software, associated documentation, software upgrades, modifications and customizations, copyrightable material and other tangible and intangible materials authored, and combinations thereof, prepared, created, made, delivered, conceived or reduced to practice, in whole or in part, by CONTRACTOR and provided to CITY ("Pre -Existing and Independently Developed IP") will at all times remain the sole and exclusive property of CONTRACTOR and/or its vendors. Nothing in this Section or elsewhere in this Agreement shall be construed as assigning, selling, conveying, or otherwise transferring any ownership rights or title in CONTRACTOR Pre -Existing and Independently Developed IP. B. CONTRACTOR hereby grants CITY, including its departments, commissioners, officials, officers, employees, consultants, and agents (collectively, "CITY") all the rights and licenses required to use CONTRACTOR'S Equipment and Software. Such rights and licenses are non -assignable, non -transferable and non-exclusive, and specific only to use within CITY. C. CONTRACTOR understands the nature of public information and the requirement for CITY to adhere to all rules and laws that apply to public information, such as the Freedom of Information Act, Public Records Act, and the like. However, CITY also understands that CONTRACTOR'S equipment and software contain intellectual property, copyrights, and trade secrets that do not exist in the public domain. Therefore,CITY agrees that it shall not knowingly agree, assist, or sell any equipment or allow any third party to gain access to equipment, software, or documentation provided by CONTRACTOR for the purposes of reverse engineering or evaluation without the prior written consent of CONTRACTOR, or as mandated by applicable law. 19. COSTS AND ATTORNEY'S FEES; VENUE. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. The venue for any such action shall be Marin County, California. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL 1A 4&WV4 L W NANCY MACKLE, City Manager I:MM1101.` 6 ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, ity A6 • ey 0 IPS GROUP, INC. By: CH P RANDALL, COO Exhibit "A" Quote" dated 10/14/13 1PS r1ROVAP Park ng & re%rommun cations The Next Generation in Parking IPS Group, Inc 5601 Oberlin Drive San Diego, CA 92121 Phone 858.568.7649 Fax 858.408 3352 LauriAeller@ipsgroupinc com Date 10/14/2013 Sales Quote k LK205 Expiration Date 11/14/2013 City of San Rafael Attn: Jim Myhers Due on receipt Model M5 60 795-008 795 Meter Mechanism with $475.00 $28,500.00 Dome 60 132-002 95 pleter Top Cover Model M5 $0.00 60 RFID tag for Model 795 $0.00 60 Shipping $0.00 Total Discount Subtotal $28,500.00 Sales Tax 9% $2,565.00 Total $31,065.00 Quotation prepared by. Lauri Keller This is a quotation on the goods named. subject to the conditions noted below. (Describe any conditions pertaining to these prices and any additional terms of the agreelnent. You may want to include contingencies that will affect the quotation.) To accept this quotation, sign here and return: Thank you for your business! Exhibit `B" IPS Limited Warranty 10 lJ74IJ7 P.,Amg AT /erommam[efi IPS LIMITED WARRANTY IPS will provide a limited warranty for any new meter or sensor product manufactured and supplied by IPS for 12 months against defects in materials and workmanship from the point of installation or 15 months from the date of delivery, whichever is sooner, and 90 days from the date of delivery received in the case of spare or repaired products. Additional Provisions: • IPS must have the opportunity to assist in the initial deployment and system installation • Repair or replacement under warranty of any defective product (including any meter or subcomponent) does not extend the warranty period for that product or subcomponent • IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period • Returns for credit will only apply once IPS has received defective product (including any meter or subcomponent) and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. Exclusions: Warranty voided with use of imitation or non -genuine IPS replacement parts, un- authorized alterations, abuse, vandalism, improper handling or general misuse to the equipment (hardware or software), including attempted repairs that result in damage. IPS does not cover defects caused by improper care or use, lack of preventative maintenance, and does not warranty any defects due to vandalism or other factors contained as a part of the Force Majeure clause below. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity [or cellular telecommunication failures caused by any of the events or causes described above). Preventative Maintenance (Meters): • Preventative maintenance will be similar to current single-space parking meters. However, the primary elements will be a working battery, card reader and coin validator. • Meters surfaces should be kept clean with mild soap and water • The card reader heads should be cleaned with a cleaning card every 1-2 months to ensure optimum performance. Cleaning cards may be purchased from IPS. • At 9-12 month increments, the coin validator shall be visually inspected for any damage or debris. Compressed air may be used to keep the card reader and coin acceptor clear of debris, every 9-12 months. • Additional preventative maintenance shall be administered by City Staff at such time as it is apparent to be necessary, even if it should occur on a more frequent basis than described herein. • City, at its own cost and expense, shall keep the equipment in good repair, condition and working order after warranty expiration. 431City of San Rafael OP ID: J5 ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(M3/20 10/23/20 3 I 13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 858-259-58001 CONTACT Leavitt Ins Agency San Diego PHONE FAX CA License #OB72756 Fax: 858-259-6069 AIC No. Ext): (A/C, No): 3636 Nobel Drive, Suite 100 MAIL San Diego, CA 92122 I ADDRESS: Andrew James I PRODUCER IPSGR-1 CUSTOMER ID #: DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Re: Purchase of Parking Meter Equipment See page 2 for additional information. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of San Rafael ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Jim Myhers, Parking Services Director AUTHORIZED REPRESENTATIVE P.O. Box 15160�� ASan Rafael, CA 94915-1560 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD INSURER(S) AFFORDING COVERAGE NAIC # INSURED IPS Group, Inc. INSURER A: National Fire Ins of Hartford 20478 5601 Oberlin Drive, Suite 100 INSURERB:American Casualty Company 20427 San Diego, CA 92121 INSURER c:Continental Casualty Co 20443 INSURERD:Valley Forge Insurance Co 20508 INSURER E: I INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 'ADDL SUER LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYYI (MM/DD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 4034371571 10/19/2013 10/19/2014 I UAMAUL IURENTEU PREMISES (Ea occurrence) $ 500 000 , CLAIMS -MADE FXI OCCUR I MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER I PRODUCTS - COMP/OP AGG $ 2,000,000 Jl POLICYFX 71 $ I JECOT LOC AUTOMOBILE LIABILITY X COMBINED SINGLE LIMIT $ 1,000,000 B ANY AUTO 4034371554 — 10/19/2013 10/19/2014 (Ea accident) I BODILY INJURY (Per person) $ — ALL OWNED AUTOS NO OWNED AUTOS I BODILY INJURY (Per accident) $ SCHEDULED AUTOS — PROPERTY DAMAGE X HIRED AUTOS (Per accident) $ X NON -OWNED AUTOS I $ $ X UMBRELLA LIAB I x I OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB I�--jl CLAIMS -MADE I AGGREGATE $ 5,000,000 C 4034371568 10/19/2013 10/19/2014 _ DEDUCTIBLE I $ X RETENTION $ 10,000 $ WORKERS COMPENSATION X I WC �p I I T LIMITS AND EMPLOYERS' LIABILITYER D ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 5084046939 CALIFORNIA 03/19/2013 03/19/2014 I E.L. EACH ACCIDENT $OFFI N / A 1,000,000 D (Mande tCERory In NH) MEMBER EXCLUDED? 5094046997 OTHER STATES 03/19/2013 03/19/2014 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under SlF OPE�TIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 fESkRI(;T(ON A ec E etwor 4034371571 10/19/2013 10/19/2014 Ea Occ 5,000,000 Privacy/Media DEDUCTIBLE: $50,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Re: Purchase of Parking Meter Equipment See page 2 for additional information. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of San Rafael ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Jim Myhers, Parking Services Director AUTHORIZED REPRESENTATIVE P.O. Box 15160�� ASan Rafael, CA 94915-1560 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD NOTEPAD. HOLDER CODE IPSGRA PAGE 2 INSURED'S NAME IPS Group, Inc. OP ID: A DATE 10/23/13 City of San Rafael its officers, agents, employees, and volunteers are named as additional insureds as respects General Liability and Auto Liability per attached. Primary/Non-Contributory wording applies as respects General Liability per attached and Auto Liability perpolicy form. 30 Day Notice of cancellation (lp days for non-payment) applies per attached. CNA G -144294-C99 (Ed. 12/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. 1. ADDITIONAL INSURED —BLANKET VENDORS WHO IS AN INSURED (Section II) is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of ..your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; If. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or G -144294-C99 (Ed. 12/06) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 1. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. 4. This provision 1. does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury," but only the following persons or organizations are additional insureds under this endorsement and coverage provided to Page 1 of 6 G -144294-C99 (Ed. 12/06) such additional insureds is limited as provided (a) The existence, maintenance, herein: repair, construction, erection, or a. Additional Insured — "Your Work" removal of advertising signs, awnings, canopies, cellar That person or organization for whom you entrances, coal holes, driveways, do work is an additional insured solely for manholes, marquees, hoistaway liability due to your negligence specifically openings, sidewalk vaults, street resulting from "your work" for the banners, or decorations and additional insured which is the subject of similar exposures; or the written contract or written agreement. (b) The construction, erection, or No coverage applies to liability resulting removal of elevators; or from the sole negligence of the additional insured. (2) This insurance applies only with The insurance provided to the additional respect to operations performed by insured is limited as follows: you or on your behalf for which the state or political subdivision has (1) The Limits of Insurance applicable to issued a permit. the additional insured are those This insurance does not apply to "bodily specified in the written contract or injury," "property damage" or "personal written agreement or in the and advertising injury„ arising out of Declarations of this policy, whichever operations performed for the state or is less. These Limits of Insurance are municipality. inclusive of, and not in addition to, the Limits of Insurance shown in the c. Controlling Interest Declarations. Any persons or organizations with a (2) The coverage provided to the controlling interest in you but only with additional insured by this paragraph. respect to their liability arising out of: 2.a., does not apply to "bodily injury" "property (1) Their financial control of you; or or damage" arising out of the "products -completed operations (2) Premises they own, maintain or hazard" unless: control while you lease or occupy (a) It is required by the written these premises. contract or written agreement; This insurance does not apply to and structural alterations, new construction (b) "Bodily injury" or "property and demolition operations performed by damage" included within the or for such additional insured. "products -completed operations d. Managers or Lessors of Premises hazard" is not excluded either by the provisions of the Coverage A manager or lessor of premises but only Part or by endorsement. with respect to liability arising out of the ownership, maintenance or use of that (3) The insurance provided to the specific part of the premises leased to additional insured does not apply to you and subject to the following additional "bodily injury," "property damage," or exclusions: personal and advertising injury arising out of the rendering or failure This insurance does not apply to: to render any professional services. (1) Any "occurrence" which takes place b. State or Political Subdivisions after you cease to be a tenant in that premises; or A state or political subdivision subject to the following provisions: (2) Structural alterations, new construction or demolition operations (1) This insurance applies only with performed by or on behalf of such respect to the following hazards for additional insured. which the state or political subdivision has issued a permit in connection e. Mortgagee, Assignee or Receiver with premises you own, rent, or A mortgagee, assignee or receiver but control and to which this insurance only with respect to their liability as applies: G -144294-C99 Page 2 of 6 (Ed. 12/06) mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability as co-owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage," or "personal and advertising injury" arising out of the sole negligence of such additional insured. G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard." As respects the coverage provided under this endorsement, Paragraph 4.b. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced with the following: 4. Other Insurance b. Excess Insurance This insurance is excess over: Any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or agreement specifically requires that this insurance be either primary or primary and noncontributing. Where required by written contract or agreement, we will consider any other insurance maintained by the additional insured for injury or damage covered by this endorsement to be excess and noncontributing with this insurance. 3. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Paragraph 3.a. of Section II — Who Is An Insured is deleted and replaced by the following: Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or form the organization, whichever is earlier. 4. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANY COVERAGE A. The following is added to Section II — Who Is An Insured: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period but only to the extent of your interest in such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; or b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. Page 3 of 6 B. The last paragraph of Section II — Who Is An Insured is deleted and replaced by the following: Except as provided in 4. above, no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 5. PARTNERSHIP OR JOINT VENTURES Paragraph 1.b. of Section II — Who Is An Insured is deleted and replaced by the following: b. A partnership (including a limited liability partnership) or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. 6. EMPLOYEES AS INSUREDS — HEALTH CARE SERVICES For other than a physician, paragraph 2.a.(1)(d) of Section II — Who Is An Insured does not apply with respect to professional health care services provided in the course of employment by you. 7. PROPERTY DAMAGE — PATTERNS, MOLDS AND DIES Paragraphs (3) and (4) of Exclusion j. Damage to Property of SECTION I — EXCLUSIONS do not apply to patterns, molds or dies in the care, custody or control of the insured if the patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to PROPERTY DAMAGE — PATTERNS, MOLDS AND DIES and is included within the General Aggregate Limit as described in SECTION III — LIMITS OF INSURANCE. The insurance afforded by this provision 7. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 8. BODILY INJURY Section V — Definitions, the definition of "bodily injury" is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation. shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 9. EXPANDED PERSONAL AND ADVERTISING INJURY A. The following is added to Section V — Definitions, the definition of "personal and advertising injury": G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Exclusions of Section I — Coverage B — Personal and Advertising Injury Liability is amended to include the following: p. Discrimination Relating To Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. q. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply to discrimination or humiliation committed in the states of New York or Ohio. Also, EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE does not apply to policies issued in the states of New York or Ohio. D. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply if Section I — Coverage B — Personal And Advertising Injury Liability is excluded either by the provisions of the Coverage Part or by endorsement. 10. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of Section III — Limits of Insurance is deleted and replaced by the following: 7. Subject to 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under Section — I — Coverage C Page 4 of 6 for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or (2) The amount shown in the Declarations for Medical Expense Limit. B. This provision 10. (Medical Payments) does not apply if Section I — Coverage C Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. C. Paragraph 1.a.(3)(2) of Section I — Coverage C — Medical Payments, is replaced by the following: The expenses are incurred and reported to us within three years of the date of the accident. and 11. SUPPLEMENTARY PAYMENTS A. Under Section I — Supplementary Payments — Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $2,500: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 12. PROPERTY DAMAGE —ELEVATORS With respect to Exclusions of Section I — Coverage A, paragraphs (3), (4) and (6) of Exclusion j. and Exclusion k. do not apply to the use of elevators. The insurance afforded by this provision 12. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 13. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under Section I — Coverage A — Bodily Injury and Property Damage 2. Exclusions, Exclusion j. is replaced by the following. "Property damage" to. (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems) to premises including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under Section I — Coverage A — Bodily Injury and Property Damage the last paragraph of 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. C. Paragraph 6. Damage To Premises Rented To You Limit of Section III — Limits Of Insurance is replaced by the following: Page 5 of 6 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with the permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. D. Paragraph 4.b.(1)(b) of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (b) That is property insurance for premises rented to you or temporarily occupied by you with the permission of the owner; or E. This provision 13. (LEGAL LIABILITY — DAMAGE TO PREMISES) does not apply if Damage To Premises Rented To You Liability under Section I — Coverage A is excluded either by the provisions of the Coverage Part or by endorsement. 14. NON -OWNED WATERCRAFT Under Section I — Coverage A — Bodily Injury and Property Damage, Exclusion 2.g., subparagraph (2) is deleted and replaced by the following. (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge. 15. NON -OWNED AIRCRAFT Exclusion 2.g. of Section I — Coverage A — Bodily Injury and Property Damage, does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) 16. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an "occurrence," offense, claim, or "suit" only when the "occurrence," offense, claim or "suit" is known to : (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. 17. NOTICE OF OCCURRENCE The following is added to paragraph 2. of Section IV — Commercial General Liability Conditions — Duties in The Event of Occurrence, Offense Claim or Suit: Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence," offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit." 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 19. EXPECTED OR INTENDED INJURY Exclusion a. of Section I — Coverage A — Bodily Injury and Property Damage Liability is replaced by the following: a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 20. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage provided under this endorsement without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision is effective in your state. Page 6 of 6 POLICY NUMBER C 4034371554 POLICY CHANGES CA 204B DESIGNATED INSURED INSURED NAME AND ADDRESS IPS GROUP, INC 5601 OBERLIN DRIVE SUITE 100 SAN DIEGO, CA 92121 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. The following Form has been added: Form #: C.A2048 Title: Designated Insured Any person or organization you have agreed in a written contract or written agreement to add as an additional insured on this Coverage Part, provided the written contract or written agreement was executed prior to: a. The "bodily injury" or "property damage"; or b. The offense that caused the "personal and advertising injury for which the additional insured seeks coverage under this Coverage Part. The written contract or written agreement must pertain to your ongoing operations for the additional insured, and must specifically require additional insured status according to the provisions of CG 20 48. But notwithstanding the above, no person or organization is an additional insured for professional architectural or engineering services provided at or for the Location(s) of Covered Operations. C C Chairman of the Board G -56015-B (ED. 11/91) ��S..'etary POLICY NUMBER INSURED NAME AND ADDRESS C 4034371571 IPS GROUP, INC 5601 OBERLIN DRIVE SUITE 100 SAN DIEGO, CA 92121 POLICY CHANGES ENDORSEMENT EFFECTIVE 10/19/13 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. G -15115-A (Ed. 10/89) This form has been added to the policy: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CILANGES - NOTICE OF CANCELLATION OR MATERIAL COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part (other than the reduction of aggregate limits through payment of claims), we agree to mail prior written notice of cancellation or material change to: SCHEDULE 1. Number of days advance notice: 30 10 Days for Non -Payment of Premium PER LIST ON FILE WITH BROKER/LEAVITT Chairman of the Board G -56015-B (ED. 11/91) PL_ Secretary CNA G -300660-A (Ed. 06/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - NOTICE OF CANCELLATION OR MATERIAL CHANGE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective Policy Number 4034371554 Named Insured IPS Group, Inc. Countersigned by (Authorized Representative) In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part, we agree to mail prior written notice of cancellation or material change to: SCHEDULE 1. Number of days advance notice: 30 10 Days for non-payment 2. Name: City of San Rafael Attn: City Risk Manager 3. Address: P.O. Box 151560 San Rafael, CA 94915-1560 G -300660-A Page 1 of 1 (Ed. 06/08) CNA G -20472-A (Ed. 10/93) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 30 2. Notice will be mailed to: Per list on file with Broker/Leavitt G -20472-A (Ed. 10/93) Page 1 of 1 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all vrofessional services aereements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department A n , Date 1 City Attorney Review, revise, and comment on draft df�t4yj� agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval I I necessary (as defined by City Attorney/City V Ordinance*). n 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and //o endorsements. v�v 5 City Manager / Mayor / or Department Head Agreement executed by Council authorized official. Irl 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to they contracting department. To be completed by Contracting Department: Project Manager: Jim Mvhers, Parking Services Director Project Name: Credit Card Parking Meter purchase Agendized for City Council Meeting of (if necessary): N/A If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.