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PW GIS Enhancements and TroubleshootingAGREEMENT FOR PROFESSIONAL SERVICES FOR GEOGRAPHIC INFORMATION SYSTEM (GIS) ENHANCEMENTS AND TROUBLESHOOTING This Agreement is made and entered into this 3o-rw day of , 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and California Computer Aided Design Solutions, Inc. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that professional consulting services and assistance are required to assist with the ongoing development and maintenance of the CITY's Geographic Information System; and WHEREAS, the CONTRACTOR has offered to render such professional services in connection with this Project. 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. Raymond Kinser 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 outlined in the proposal from CONTRACTOR dated May 20, 2015, marked Exhibit "A," attached hereto, and incorporated herein by this reference. 3. DUTIES OF CITY. CITY shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 4. COMPENSATION For the fiill 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 on the current fee schedule as described in Exhibit "A" attached and incorporated herein, in an amount not to exceed $6,000. 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 be for one year commencing on June 15, 2015 and ending on June 14, 2016. Upon mutual agreement of the parties in writing, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of up to two year(s). 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) clays written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the terninnation, 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. 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 fiilly 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 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 lured 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 two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) 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: 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. K, 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. 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 termirnation 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 mininmum 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 'ensured or CITY or other additional 'ensured 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 thus 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 4 policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a Rill 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. 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 willfiil misconduct of the City Indemnitees, the CONTRACTOWs indemnification obligation shall be reduced in proportion to the City Indeimutees' share of liability for the active negligence or willfiil 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. hi 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 Indennitees 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, indenuiify, release, defend and hold harmless the City Indenuutees 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 willfiil 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 5 performance of its duties and obligations under this Agreement. 13. COMPLIANCE Wfl'I l 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 tinder this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indenurify 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: Kevin McGowan Acting Director of Public Works City of San Rafael 1400 Fifth Avenue (P.O. Box 151560) Sail Rafael, CA 94915-1560 TO CONTRACTOR's Project Director: Raymond Kinser California Computer Aided Design Solutions, hie. P.O. Box 4779 Modesto, CA 95352 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 A itten, 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 thus Agreement, shall be valid or binding, except by way of a vv itten 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 tennis 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 fronnl 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 perfornied 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 NANCY MAC E, City Manager ATTEST: r`z S c of - 0e'g-'X STHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney By: am:� _,A t 9A! � r" (ScCalifornia T CAS .U12 'Quote soluflons )15k Date Quote # P.O. Box 4779 5/20/2015 605261 Modesto, CA 95352 209-573-5550 �►���� calcad,com Bill To Slup To City of San Rafael City of San Rafael Public Works Public Works P.O. Box 151560 111 Morpliew Street San Rafael, CA 94915-1560 San Rafael, CA 94915 Terms Sales Rep Expires Net 30 RK Itern Description Qty Cost Total This is a NTE Contract for $6,000 where time will only be billed as it is used based on an hourly rate of $150 Service • iVfinor improvements to existing functionality 40 150.00 6,000.00 (e.g., ease of use, adding fields to reports etc,) • Maintenance of data connections, layer definitions and reports • Improvements to the file structure for ease of maintenance Subtotal $6,000.00 Accepted By Sales Tax (9.25%) $0.00 Total $6,000.00 O BETWEENDATE (I.1M/DDIY`YYY) CERTIFICATE OF LIABILITY INSURANCE 02/2712016 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 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 ofsuch endorsement(s). NAME:PRODUCER CONTACT Leslie Machado •InsuranceAgency,PHONE.FAX -634-2929 Turlock Branch LAIC. No s�,I, 209• -634-2927 801 Geer Road E MAILTurlock, CA 95380 ACDREss; leslie.machado(iD.qdiins.comMatthew Davis INSURERIS) AFFORDING COVERAGE NAIC # CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI Of San Rafael THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS, Nadar Mansourian 111 Morphew Street AUTHORIZED REPRESENTATIVE San Rafael, CA 94915 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INSURER A: Travelers Insurance Companies 119070 INSURED California Computer Aided I INSURER B: Hartford Casualty Ins. Company 129424 Design Solutions, Inc. I INSURER c: Evanston Insurance Company P.O. Box 4779 I I Modesto, CA 95352 INSURER D; I INSURER E: 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. ICY LTR TYPE OF INSURANCE I NSD �® POLICY NUMBER I (POLICYEXP ) P EFF MIDDI YI I LIGHTS COMMERCIALGENERAL LIABILITY EACH OCCURRENCE 1,000,000 S MADEX. ,.,C�„'i,!P. X 005F485998 02/0112015 02/01/2016 DAMAGE TO RENTED I PREf.11SES (Ea occurrence) :: 100,000 MED EXP (Any one person) 5 5,000 PERSONAL 8 ADV INJUP.Y r 1,000,000 GEN'LL AGGGREGATEPRO T APPLIES PER GENERAL AGGREGATE 5 2,000,000 .... .. POLICYJJ .PECT LOC i PRODUCTS - COMPIOP AGG S 2,000,000 O7HER. I AUTO AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT IEaaccidentl e 1 ,®®®,®®® A ANY AUTO 005F485998 02/01/2015 02/01/2016 I BODILY INJURY (Per perscn) I” r ALL OWNED SCHEDULED BODILY INJURY (Par accident) 5 ® AUTOS X HIRED AUTOS r X AUTOS NON OWNED AUTOS I PROPERTY DAMAGE f Pe, a=danl l X UMBRELLA LJAB I X OCCI A I I EACH OCCURRENCE I S 5,000,000 A EXCESSLJAS II CLAIkt5-65ADEI 005F486528 02/01/2015 02/01/2016 AGGREGATE Iy 5,000,000 DED I I RETENTION S I I I S WORKERS COMPENSATION I I PERTUTE I I EORH AND EMPLOYERS' LIABILITY ANY PROPP,IETORIPARTNERIEXECUTIVE YIN 57WECCW5016 l ❑ 02101/2015 02101/2016 I EL EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? N d1 JMandalory In NH) I E L. DISEASE - EA ELIPLOYEEI S 1,000,000 If yes, doscrlba untler DESCRIPTION OF OPERATIONS bnlove I E L. DISEASE - POLICY LIMIT I S 1,000,000 C Professional TBD 02101/2015 02/01/2016 ' Liability DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD Sot, Addle: onal Remarks Schedule, may bi� attached If more space Is required) It is agreed that City of San Rafael is hereby named as additional insured with respects to the general liability per attached form. Primary Wording aplies with respects to the general liability. *1!010) Ten day notice of cancellation for non-payment of premiums. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI Of San Rafael THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS, Nadar Mansourian 111 Morphew Street AUTHORIZED REPRESENTATIVE San Rafael, CA 94915 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 005F485998 COMMERCIAL GENERAL LIABILITY ISSUE DATE:02-01- 2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRACTORS,) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of San Rafael 11-1 Morphew Street_ San Rafael, CA 94915 PROJECT/LOCATION OF COVERED OPERATIONS: California Operations 1. WHO IS AN INSURED — (Section II) is amended b) The Insurance provided to the additional in- to include the person or organization shown in the sured does not apply to "bodily Injury", "prop - Schedule above, but: erty damage" or "personal injury" arising out a) Only with respect to liability for "bodily injury", of the rendering of, or failure to render, any "property damage" or "personal injury"; and professional architectural, engineering or sur- b) If, and only to the extent that, the injury or veying services, including: damage is caused by acts or omissions of i. The preparing, approving, or failing to you or your subcontractor in the performance prepare or approve, maps, shop draw - of "your work" on or for the project, or at the ings, opinions, reports, surveys, field or - location, shown in the Schedule. The person ders or change orders, or the preparing, or organization does not qualify as an addi- approving, or failing to prepare or ap- tional insured with respect to the independent prove, drawings and specifications; and acts or omissions of such person or organiza• fi. Supervisory, Inspection, architectural or tion, engineering activities. 2. The insurance provided to the additional insured c) The insurance provided to the additional in - by this endorsement Is limited as follows: sured does not apply to "bodily injury" or a) In the event that the Limits of Insurance of "property damage" caused by "your work" this Coverage Part shown In the Declarations and included in the "products -completed op - exceed the limits of liability required by a erations hazard" unless a "written contract "written contract requiring insurance" for that requiring insurance" specifically requires you additional Insured, the insurance provided to to provide such coverage for that additional the additional Insured shall be limited to the Insured, and then the Insurance provided to limits of liability required by that "written con- the additional Insured applies only to such tract requiring Insurance". This endorsement "bodily injury" or "property damage" that oc- shall not increase the limits of insurance de- curs before the end of the period of time for scribed in Section til — Limits Of Insurance, which the "written contract requiring insur- ance" requires you to provide such coverage CG D2 47 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY or the end of the policy period, whichever Is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if a "written contract requiring Insurance" for that ad- ditional insured specifically requires that this in- surance apply on a primary basis or a primary and non-contributory basis, this insurance Is pri- mary to "other Insurance" available to the addl tional insured which covers that person or organi- zation as a named Insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance", whether pri- mary, excess, contingent or on any other basis, that Is available to the additional Insured when that person or organization is an additional in- sured under such "other Insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: t. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and ill. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: J, Immediately record the specifics of the claim or "suit" and the date received; and fl. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed. a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement Is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05 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 aLireements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Department 1 City Attorney 2 Contracting Department 3 Contracting Department 4 City Attorney 5 City Manager / Mayor / or Department Head 6 City Clerk Description Review, revise, and comment on draft agreement. Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). Review and approve form of agreement; bonds, and insurance certificates and endorsements. Agreement executed by Council authorized official. Completion Date b- 3 c lit 4J 0V k 4-111- dv ruz a City Clerk attests signatures, retains original agreement and forwards copies to the _ contracting department. It l 1 To be completed by C ntracting epa -tment: Project Manager: Project Name: Agendized for City Council Meeting of (if necessary): c 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. Eric Davis From: Eric Davis Sent: Monday, June 29, 2015 10:41 AM To: Richard Landis Cc: Esther Beirne; Laraine Gittens Subject: PSA with California Computer Aided Design Solutions Richard: I have initialed the Contract Checklist and signed the PSA's as to form, and am sending it along to Esther Beirne for her to get Nancy to sign and date the PSA's. The insurance documents are generally OK. The additional insured endorsement is fine. However, please ask the contractor to have their insurance broker send to you (for you to give to me and Esther) the Declaration and endorsement pages from the commercial general liability policy with Travelers Insurance per Section 10(D) of the PSA. In addition, the contractor has not provided the notice of cancellation endorsements for the CGL, auto and workers comp policies required per Section (13)(4) of the PSA. Please ask the contractor to get those endorsements to you to give to me and Esther. However, given the nature of this PSA and the low risk involved, you may want to proceed with this PSA in the absence of those cancellation endorsements. However, you will need to tickle the expiration of the CGL, Auto and Worker's comp policies on 2/1/16, and make sure that a new Certificate of Liability Insurance showing renewal of these policies before that date, since the term of this PSA extends beyond that date. Thanks Eric