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CM No Smoking Signage DesignAGREEMENT FOR PROFESSIONAL SERVICES FOR NO SMOKING SIGANGE DESIGN AND PRODUCTION SERVICES This Agreement is made and entered into as of the 25th day of April, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Afstudio Design, a Sole Proprietorship (hereinafter "CONTRACTOR"). RECITALS WHEREAS, on March 7, 2016 the City Council directed staff to increase pedestrian - friendly signage in Downtown San Rafael to inform the public about smoking laws; and WHEREAS, on April 18, 2016 the City Council approved amendments altering smoking laws in the Downtown such that new signage and storefront decals is required; and WHEREAS, CONTRACTOR has the skills and experience necessary to provide such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Senior Management Analyst 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'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Andrew Faulkner is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in CONTRACTOR's Proposal dated April 18, 2016, attached hereto as Exhibit "A" and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "A." Rev. Date: 7130/15 u - 3 ,- l.P 0 E 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "A." Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. One-third of total costs will be billed as an initial retainer and due within 14 days of commencing work. The balance due will be billed upon completion of each phase of the project. Total fee billings, including any reimbursable expenses, will be within the price range as indicated in Exhibit "A," and shall not exceed $5,000. 5. TERM OF AGREEMENT. The term of this Agreement shall commence on April 25, 2016 and shall terminate on October 30, 2016. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection Rev. date: 7 30 15 2 with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the terns 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 dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, 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 dollars ($1,000,000) dollars per occurrence. 3. 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. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. 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. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. Rev. date: 7/30/15 3 4. The insurance policies shall be specifically endorsed to 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 the PROJECT MANAGER. 5. 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. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. 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. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. Rev. date: 7/30115 A. Except as otherwise provided in Paragraph B., regarding bodily injury or property damage only. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. 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. 13. 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 Rev. date: 7130115 5 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. 14. 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. 15. 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's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Rebecca Woodbury City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Andrew Faulkner Afstudio Design 1010 B Street, Suite 215 San Rafael, CA 94901 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. 17. 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. Rev. date: 7130115 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. 18. 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. 19. 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. 20. COSTS AND ATTORNEY'S FEES. 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. 21. 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). Rev. date: 7.30 15 22. 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 JIM, H TZ, i a er ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: QAI �Fc ROBERT F. EPSTEIN, ity Attir€y� Rev. date: 7/30/15 8 CONTRACTOR By: J Name: Andrew Faulkner Title: Owner, Afstudio Design EXHIBIT A PROPOSAL Project City of San Rafael No Smoking Signage/Stickers Presented to. Rebecca Woodbury Date. 4/18/16 AFSTU DIO DES GN 1010 B STREET SUITE 215 SAN RAI AES_ CA 94901 T- 415 459 4300 F 415 223 4919 AFSTUDfO COM EXHIBIT A FSTUDIO ES GN // PROJECT O\/ t PVI EW t. Discovery: The Discovery Phase uncovers all the necessary information to develop concepts to discourage smoking in downtown San Rafael. AFstudio will discuss format options for stickers and signage with client and determ ne best applications for messaging. At the time of this proposal the quantity and s zes of both st ckers and signs was still to be determined. 2. Concept: Once all of the goals are set, Afstud o will pursue creat ve options using type and illustration. Color may be used on a limited basis and some simple illustration may be explored. 3. Presentation: ..ese t desig- opt o, s to client and rune �s eec ed. 4. Production: o, so ut on is agreed up•: n, Afst_d o will create fin:r artwork to provide to e r a t. 9] EXHIBIT AFSTUDIO DESIGN // ESTIMATED COSTS Afstudio will Provide the following deliverables to create concepts for the City of San Rafael for print and signage applications. Our process and estimated fees are summarized below. This is calculated as flat `project phase Fees" which includes work on all aspects of the project. Project Management & Presentation $400 This is a crucial part of the budget because it insures an efficient workflow and economical use of everyone's time. This includes all meeting time for the entire project and creating and overseeing a schedule to follow that includes presentation (on boards as well as online), and review cycles. This phase is also concerned with gathering and establishing design criteria for the project. It includes all research done on client's brand landscape. Discovery Concept Development and Exploration $600 When the designer and client have reached an agreement concerning the basic goals, visual solutions are pursued to reflect agreed upon objectives. At least 3 -4 solutions w,ll be developed For use in Doth st cker and sign format. This First meeting wil be concerned with getting client feedback which will most efficiently lead to the success of the design development phase wrere final directions are created This fee includes 3 rounds of revisions. Design Development for Digital & Print Materials $1400 Des gne s will also present examples (to scale) of signage and sticker applications for approval. This phase will result in a final presentatFon to client with refined app'ications. Any changes to budget and schedule are agreed upon at this point. This fee includes 2 rounds of revisions. Additional revisions will be billed at studio rate of $125/hour. All applications will be presented for final approva Implementation & Production for Letterhead and Identity $1400 This Fee covers refinement of accepted design, including general format, typography color, and photography or illustration elements if needed. Final decisions are made on art direction, typography, copyrighting, layouts and d.gital files at th s point. The client_ may make changes in files or on press only through the designer. Designer can only make changes to the design with cl ent's approval at this pont. This fee includes full transfer of ownership of all final des gns ro client. Signage and Sticker material Production Costs Not to Exceed $1200 Designer will get estimate from signage and sticker vendors and consider material and production costs as part of total project fee. If costs go over estimated costs, then cost will come out of design fee. At the time of this proposal the quant1ty and sizes of both the stickers and signs was still to be determined. TOTAL: Includes all Project Phases $5,000 4 Terms and Conditions AFSTUDIO DES IGNI 1. Professiona` fees quoted do not include out-of-pocket expenses for such things as legal searches, typography, computer resources, photostats, photography, photographic slides, or Mals and supplies which may be required to demonstrate or execute our recommendations. Out-of-pocket costs will be billed at cost plus ten percent (10%) for administration. Any travel expenses will be billed at cost. 2. Billing procedures for Afstudio are as follows: One-third (1/3) of total costs per project will be billed as an initial retainer, and due within 14 days of commencing work. The balance due will be billed upon completion of each phase of the project. Total fee billings will be within the price ranges as indicated in thi,; proposal, unless c- anges to the scope of work are m:,tually defined and agreed to in the Form of Addenda to this Proposal. 3. The initial retainer is due within 14 days, and balances are due within 30 days of invoice. An interest charge of 1.5% per month is charged for invoices outstanding after 30 days. If it is necessary For the client to cancel any project during its course, the client will be billed for work completed up to the point of cancellation. 4 To the extent that the designs, names, marks, and materials created by Afstudio and used by City of San Rafael are copyright -able, it shall be the property of City of San Rafael. Any rights Afstudio may possess in any of the designs, names, marks, and materials created by Afstudio and used by City of San Rafael are herby assigned to City of San Rafael. 5. The designs, names, marks, and materials created by Afstudio are believed not to infringe upon the rights of others. However, Afstudio cannot warrant that its clients will be immune from the claims of others due to the complexity of the laws and regulations governing such rights and the virtual impossibility of searching names and designs worldwide. It is recommended that clients consult their own legal counsel as to both availability and register -ability of the proposed designs, names, marks and other materials as soon at those items are approved. Reviewed and agreed to by: Andrew Faulkner, Afstudio design - date Rebecca Woodbury, City of San Rafael - date 3 ^� ® APG DATE (NIM DD YYYY) ACRO CERTIFICATE OF LIABILITY INSURANCE 8001 2/24/2016 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MCNAMARA INSURANCE SVCS INC/PHS 110567 P:(866) 467-8730 F:(888) PO BOX 33015 SAN ANTONIO TX 78265 INSURED NAME. FAX (NoE.1) (866) 467-8730 I(AIC,No) (888:: 443-611% 4 43— 61121 ADDRESS INSURER(S) AFFORDING COVERAGE NAIC# INSURERA Sentinel Ins Co LTD 110�J INSURER B INSURER C ANDREW FAULKNER IINSURER 1010 B ST STE 333 IINSURER SAN RAFAE L CA 94901 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. INNR TYPE OF INSURANCE AUDI. SUHR POLICYNUNRHR POIIL'YEFF POLICYEXP LIVIT.S ITR INNR 9`14) Of{f/DDIV1111 IAIM/DD/YYYRI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE ;1, 000, 000 CLAIMS-MADEOCCUR DAMAGE TO RENTED $1 000, 000 PREMISES (Ea occurrence) / A X General Liab X 57 SBA BE312C 02/08/2015 02/08/2016 MED EXP (Any one person) 510/ 000 PERSONAL & ADV INJURY $1, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s2, 000/ 000 POLICY= PRO LOC JECT PRODUCTS - COMP/OP AGG s2, 000, 000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000, 0 0 0 i (Ea accident) ANY AUTO BODILY INJURY (Per person) A ALL OWNED SCHEDULED 57 SBA BE3120 02/08/2015 02/08/2016 BODILY INJURY (Per amdent) _ AUTOS AUTOS 5 X HIRED AUTOS X NON -OWNED PROPERTY DAMAGE AUTOS (Per accident) $ S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE 5 DED( (RETENTION 5 $ WORKERS CUAIPEN.SA THIN I I I AMD .S' LIARII.ITY EMPLO}ER STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L. EACH ACCIDENT 5 OFFICERIMEMBER EXCLUDED? N/A (Mandatory in NH) ❑ E.L.DISEASE- EA EMPLOYEE $ If yes, describe under 5 DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. City of San Rafael is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of San Rafael SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED ATTN : REBECCA WOODBURY BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1400 FIFTH AVE AUTHORIZED REPRESENTATIVE PO BOX 151560_ SAN RAFAEL, CA 94915 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD APG DATE(nIM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 8001 12/24/2016 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MCNAMARA INSURANCE SVCS INC/PHS 110567 P: (866) 467-8730 F: (888) PO BOX 33015 SAN ANTONIO TX 78265 INSURED NAME. PHONE (A/C, No Ext): (8 6 6) 467-8730 443-61121 ADDRESS INSURER(S) AFFORDING COVERAGE INSURERA Sentinel Ins Co LTD INSURERS INSURER C I(aC,No) (888;• 443-6112 NAIC# 11000 ANDREW FAULKNER IINSURER 1010 B ST STE 333 IINSURER SAN RAFAE L CA 94901 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. INNR TYPE OF INSURANCE ADDL SUHR ITR INCR MID POI,ICYNUMRER P0111TEFF (111f/DD/YM) POLICIIEXP 1A/.1//I)r1/WYYI !GUTS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1, 000, 000 CLAIMS-MADEOCCUR I DAMAGE TO RENTED PREMISES (Ea occurrence) $1/ 000, 0 0 0 A X General Liab X 57 SBA BE3120 02/08/2016 02/08/2017 I MED EXP (Any one person) $10, 000 PERSONAL & ADV INJURY $1, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER I GENERAL AGGREGATE 52, 000, 000 POLICYF PRO LOC JECT I PRODUCTS- COMP/OP AGG $2, 000, 000 OTHER $ AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT 000, 000 _ (Ea accident) 51 / ANY AUTO I BODILY INJURY (Per person) $ SCHEDULED A 57 SBA BE3120 02/08/2016 02/08/2017 I BODILY INJURY (Per accident) ALL OWNED AUTOS $ X HIRED AUTOS X NON -OWNED PROPERTY DAMAGE I $ AUTOS (Per accident) S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS -MADE I AGGREGATE $ DED( (RETENTION S WORKERS COMPENSA TION I (STER OTH- I IER AND EIfPI OYERS' I.fARI1.ITT' ATUTE ANY PROPRIETOR/PARTNER/EXECUTIVE YIN I E.L. EACH ACCIDENT S OFFICER MEMBER EXCLUDED? (Mandatory in NH) El N/A I E.L. DISEASE- EA EMPLOYEE S If yes descnbe under DESCRIPTION OF OPERATIONS below EL DISEASE- POLICY LIMIT S DESC.:IPTION OF OPERATIONS. LOCATIONS, VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Those usual to the Insured's Operations. City of San Rafael is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of San Rafael SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED ATTN : REBECCA WOODBURY BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1400 FIFTH AVE AUTHORIZED REPRESENTATIVE PO BOX 151560 SAN RAFAEL, CA 94915 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD lfTHE HARTFORD Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please callus at: (866) 467 8730 Agent, please callus at: (866) 467-8730 SERVICE.TX@THEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (866) 467 8730 Agent, please call us at: (866) 467-8730 between 7 A. M. and 7 .M. CENTRAL TIME The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. MCNAMARA INSURANCE SVCS INC/PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 POLICY NUMBER: 57 SBA BE3120 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISE( INSURANCE ACT. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium: $12.00 A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, as amended (TRIA), we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for "certified acts of terrorism" under TRIA. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement. B. The following definition is added with respect to the provisions of this endorsement: 1. A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of TRIA, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: a. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and b. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the Form SS 83 76 0115 United States or to influence the policy or affect the conduct of the United States Government by coercion C. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of insured losses, as indicated in the table below, attributable to "certified acts of terrorism" under TRIA that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015 85% 2016 84% 2017 83% 2018 I 82% 2019 81% 2020 or later 80% However, if aggregate industry insured losses under TRIA exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. © 2015 , The Hartford (includes copyrighted material of the Insurance Services Office, Inc., with its permission.) Pagel of 2 D. Cap On Insurer Liability for Terrorism Losses If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a pro -rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. E. Application of Other Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form, Coverage Part or Policy. F. All other terms and conditions remain the same. Form SS 83 76 01 15 Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated 'LiGiow: Policy Number: 57 SBA BE3120 DX Named Insured and Mailing Address; ANDREW FAULKNER 1010 B ST STE 333 SAN RAFAEL CA 94901 Policy Change Effective Date: 02/01/16 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: MCNAMARA INSURANCE SVCS INC/PHS Code: 110567 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS THIS IS NOT A BILL. NC PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSUREDS) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 PERSON/ORGANIZATION: SEE FORM IH 12 00 PRO RATA FACTOR: 0.019 THIS ENDORSEMENT DOES NOT CHANGE. THE POLICY EXCEPT AS SHOWN. Form SS 12 1104 05 T Page 001 ( CONTINUED ON NEXT PAGE) Process Date: 02/24/16 Policy Effective Date: 02/08/15 Policy Expiration Date: 02/08/16 POLICY CHANGE (Continued) Policy Number: 57 SBA BE3120 Policy Change Number: 001 FORM NUMBERS OF ENDORSEMENTS DELETED AT ENDORSEMENT ISSUE: SS 50 19 03 12 SS 83 76 03 12 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: SS 50 19 01 15 SS 83 76 01 15 IH12001185 ADDITIONAL INSURED - PERSON -ORGANIZATION Form SS 12 11 04 05 T Page 002 Process Date: 02/24/16 Policy Effective Date: 02/08/15 Policy Expiration Date: 02/08/16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM UMBRELLA LIABILTY PROVISIONS A. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of such insured losses, as indicated in the table below that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015 85% 2016 I 84% 2017 83% 2018 82% 2019 I 81% 2020 or later 80% However, if aggregate industry insured losses, attributable to "certified acts of terrorism" under the federal Terrorism Risk Insurance Act, as amended (TRIA), exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. B. Cap On Insurer Liability for Terrorism Losses A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of federal Terrorism Risk Insurance Act, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: 1. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and Form SS 5019 01 15 2. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and 3. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals acting as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year, and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a pro -rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. C. Application Of Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form or Policy, such as losses excluded by the Pollution Exclusion, Nuclear Hazard Exclusion and the War And Military Action Exclusion. © 2015, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) Page 1 of 1 POLICY NUMBER: 57 SBA BE3120 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION CITY OF SAN RAFAEL ATTN: REBECCA WOODBURY 1400 FIFTH AVE PO BOX 151560 SAN RAFAEL CA 94915 Form IH 12 00 11 85 T SEQ. NO. 002 Printed in U.S.A. Page 001 Process Date: 02/24/16 Expiration Date: 02/08/16 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 Drofessional services aeree m ents/co n tracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible DescriptionI Completion Department Date 1 City Attorney Review, revise, and comment on draft 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 necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and endorsements. , 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original EN , agreement and forwards copies to the contracting department.' To be completed by Contracting Department: Project Manager: Rebecca Woodbury Project Name: No smoking sip-na2e desip-n Agendized for City Council Meeting of (if necessary): n/a FPPC: ❑ , check if required 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.