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PW SMART Engineering Services; Fehr & PeersAGREEMENT FOR PROFESSIONAL SERVICES WITH FEHR & PEERS FOR ON-CALL PROFESSIONAL ENGINEERING SERVICES This Agreement is made and entered into this .U%.# day of A PRI L , 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FEHR & PEERS, a corporation licensed to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that certain professional services, consisting of On -Call Traffic Engineering services in association with the SMART - Franciso Blvd. Realignment, are required (hereinafter "PROJECT"); and WHEREAS, the CONTRACTOR has agreed to render such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works 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. Bob Grandy 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 service in relationship to examining SMART's plans and providing traffic engineering review assistance as requested by the CITY in writing from time to time. 3. DUTIES OF CITY. CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall provide t ansprotation engineering assistance. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis for services rendered in accordance with the rates shown i 0P,- . AL on the current fee schedule dated 2015-2016 Hourly Billing Rates and included as part of Exhibit "A" attached and incorporated herein, in an amount not to exceed $20,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on January 1. 2017 when the work shall have been completed, unless the parties agree to extend this Agreement for another 90 days, as approved in writing by City Manager. 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 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. 2 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 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 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 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 dollars ($1,000,000) per occurrence/two million dollars ($2,000.000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. 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: 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 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 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. 4 The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., 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. 5 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 these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harnless 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: Kevin McGowan Interim Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Bob Grady Fehr & Peers 332 Pine Street San Francisco CA 94104 5 16. 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. 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. 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. 7 ►���iZiL� : u�i7:���i :moi K�� 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). 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 JIMC Z, City Ma g r: ft:W-9 ESTHER C..BEIRNE, City Clerk I110Qt'1011 IMININKeftel7UC CONTRACTOR Name: 17-O 615" &RJk*J p`{ Title: P94V &I PA t - Q , -57 ROBERT F. EPSTEIN, Citp Attorri 8 05/06f2016 10:58 4154853334 CITY OF SAN RAFAFL PAGE 01/05 Client#: 13635 FEHRPEERS ACORD,. CERTIFICATE OF LIABILITY INSURANCE 0TE 1 51041 IpIJlYYYY) x)0$12016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR AMR THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If tho certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER R�����GQ 5MJACT Nancy Ferrick Dealey, Renton & Associates PHONE 510 485 090 FAX Nol: 510 462-2193 fA(C Ne, Extl: P. O. Box 12675 A -MA"- ' nferrick@dealeyrenton.com Oakland, CA 94604-2675 MAY — 6 20 16 INSURER(4) AFFORDING COVERAGE NAIL # 510 465-3090 I INSURER A: Sentinel Insurance Co. LTD 11000 INSURED MSURERa, Hartford Ins. Co of Midwest 37478 Fehr & Peers INSURER G: ACE American Insurance Company 22667 100 Pringle Ave, Suite 600 INSURER 13: Walnut Creek, CA 94596 INSURER E: _ INSURER F 1 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS I$ TO CERTIFY THAT THE POLICIES 6F INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY pCR10D 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_ INgR ADOL'SUBH' -- ppppLICYEFF P0 EMP QRS LTR TYPE OF INSURANCE (HgR yyyD POLICY NUMBER (MMIoD(Y'f'(Yt (MM/oDrrYYY1 A X coMMERCml.GENERAL LIABILITY X X 57SBWVA1664 1110112015 11101/201 iED_E0XP(" CMHRE $1,000,000 CI.AIMS-MADE i�-._J OCCUR EMocourrDencel 51 ,ODD,DDD one person) x10,000 PERSONAL d ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER- IOENERALAGGREGATE F2,000,000 PRO II PRODUCTS - COMP/0P AGO 62,000,000 POLICY � JECT E LOC OTHER: $ A AUTOMOBILE LIABILITY X X 57SBWVA1664 11101/201 111011201 COMBINED SINGLE LIMIT 1,000,000 (En $BINE kf $ ANY AUTO I DOOILY INJURY (Per person) S ALL OWNED SCHEDULED I BODILY INJURY (Per mddent) S AUTOS X NOWOWNED PROPERTY DAMAGE $ X HIRED AUTOSAUTOS I (Por ncddnnll 5 UMBRELLA LIABOCCUR EACH OCCURRENCE S EXCESS LIAB HCLAIMS-MAUE I AGGREGATE $ PFD I I RETENTIONS x B WORKERS COMPENSATION X 57WEGZJ1989 05/01/2016 OS1011201 X PF.R IDR AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE YIN E.L. EACH ACCIDENT $1,000,000 OFFICER(MEMBER EXCLUDED? � N I A (Mandatary Iry NH) E.I„ DISEASE- EA EMPLOYEE 0,000,000 IT yes, dc=lbo under DESCRIPTION OF OPERATIONS balow E.L. DISEASE- POLICY LIMIT $1,000,000 C Professional G23669687004 12/0612015 12/061201 $3,000,000 per Claim Liability $3,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (ACORD 101, Additional Rumarke Bchedulo, may ba attached Irmoro spam IA regVIred) General Liability Policy excludes claims arising out of the performance of professional services. 30 Days Notice of Cancellation (10 Days for Non -Payment of Premium). RE: Project numberiname: S1715.08801Francisco Boulevard West Realignment The City of San Rafael, its officers, agents, employees, and volunteers are included as additional insured (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION C' of San Rafael SHOULD ANY OF THP, ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE rtY THE EXPIRATION DATE THEREOF, NOTICE WILL SE DELIVERSO IN Kevin McGowan ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 151560 San Rafael, CA 94915-1560 AUTNMIZED REPRMNTATiYE I {, tK1 f nnn. 0 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) 1 of 2 The ACORD narne and logo are registered marks of ACORD #S16916691M1680884 05/06!2016 10:58 4154853334 CITY OF SAN RAFAFL PAGE 02/05 { ;s; ✓•. I 1 I' II. 1, y ' ... n1,._ •.1. - ... � • -1'1In 1 �4• y5 ,-__ � � _ for General and Automobile Liability. Insurance Is Primary and non-contributory per policy form. Waiver of Subrogatlon applies to General Liability, Auto Liability and Worker's Compensation coverage per policy form wording. Notice of Cancellation: It is understood and agreed that in the event of cancellation of the policy for any reason other than non-payment of premium, 30 days written notice will be sent to the certificate holder by mail. In the event the policy is cancelled for non-payment of premium, 10 days written notice will be sent to the above. . _.. ; ` JL'•,' , .- � .,.., c I - I;';�". - ':;err; � ..r:P.„-�••:',. _ ,_ , ,.,...�.:; SAGITTA 25.3 (2014101 ) 2 of 2 #516916691M1680684 05/06,/2016 10:58 insured: Insurer: 4154853334 Fahr B Pear. Sentlnel Insurance Co. LTD CITY OF SAN RAFAFL Policy Number. 57sewvA18s4 Policy Effective Date: 1l01n0t' NmT of noomoNAL INsuR6o PERSONiS) OR ORWIZATIONIs), CONT, The ah' ersm+ R&AN, rt OEM ;germ, employees, end whirlers Additional Insured= EXCERPTS FROM. Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM PAGE 03/05 C. WHO IS AN INSURED 6, Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f, below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf, (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "product$- completed operations hazard, but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily Injury" or "property damage" Included within the "products -completed operations hazard. (2) With respect to the insurance afforded to these additional Insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, Including: inspection, or engineering E.S. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a_ As If each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim Is made or "suit" is brought. E.7.1b.(7)_(1b) Primary And Non -Contributory To other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is prlmary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. EXCERPT FROM Hartford Form $S 04 38 06 61 HIRED AUTO AND NON -OWNED AUTO B. With respect to the operation of a "non -owned auto", WHO IS AN INSURED is replaced by the following: The following are "insureds": d. Anyone liable for the conduct of an "insured", but only to the extent of that liability. 05/06J2016 10:58 4154853334 CITY OF SAN RAFAFL PAGE 04/05 Fehr & Peers 57S9WVA16B4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions; A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active Certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 0611 Page 1 of 1 ® 2011, The Hartford POLICY NUMBER: 5765MA1664 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modt0es Insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endursement. This entlorsement Identifies person s) or organlzabon(s) who are'insureds' under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided In the Coverage Form This endorsement changes the policy effective on the inception date of the policy unless another date Is Indicated below Endorsement effective ++ro+rzols Named Insured Countersigned by Pot. s — (Authorized Representative) SCHEDULE Name of Person(s) or Organ ization(s): NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATiON(Sl. CONT- The Cay of 5- Rafaol to -ff—, e0er4a, emdoyese, end vdvm— (if no entry appears above. Information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an 'Insured' for Uabllny Coverage, but only to the extent that person or organization qualifies as an 'Insured' under the Who Is An Insured Provision contained In Section II of the Coverage Form CA 20 48 02 99 Copynght. Insurance Services Office. Inc., 1998 Page 1 of 1 sured Fah 5 P.— diry Number 57WE07J1959 ff-ilve Date 05'0112016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone Sable for an r)ury covered by this poll cy. We will not enforce our fight against the person or organization named m the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged In the work descdbed in the Schedule The additional premium for this endorsement shag be % of the Californ a workers compensation premium otherwise due on such remuneration SCHEDULE Person or Organization Job Description PERSONS) OR ORGAN VAT)ON(S), COM. The City of Ban %tee. Its elite., ageno, ' of Ben Rafael —plow ea. and wlunteen in McGowan . eptt 151660 RereN. CA 94915.1560 Countersigned by !� Authodeed Rapril—tetivo Form WC 04 03 06 (1) Printed n U SA. 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 professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and cormnent on draft LG 2/11/16 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 r� necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, d insurance certificatcs and j ndorsemen�,s 1— 5 City Manager / Mayor / or Agr�eer hent executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original , agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Kevin McGowan Project Name: Fehr & Peers PSA —on call services re SMART Agendized for City Council Meeting of (if necessary): N/A FPPC: X, 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.