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ED 2015-16 Business Ret., Expansion & Attraction; SR Chamber of CommerceAGREEMENT FOR PROFESSIONAL SERVICES FOR 2015-16 BUSINESS RETENTION, EXPANSION AND ATTRACTION This Agreement is made and entered into this first day of September, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and San Rafael Chamber of Commerce, a 501©6 corporation (hereinafter "CONTRACTOR") RECITALS WHEREAS, The City of San Rafael requests professional services for an expanded Fiscal Year 2015-16 business outreach program that will survey local businesses and prepare a report on trends within the San Rafael business community; and WHEREAS, The San Rafael Chamber of Commerce is the most qualified organization to provide these services; and AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Economic Development Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Joanne Webster 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 Exhibit "A" attached hereto and incorporated herein. 3. DUTIES OF CITY. OT- CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: oversee the progress of the project through the Chamber Economic Vitality Committee and review the report prior to public release. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: $7500.00 to be provided upon execution of the contract. And $7500.00 to be provided upon delivery of the report. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 1 year(s) commencing on September 1, 2015 and ending on September 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 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. OWNERSI 1IP 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. 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 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. 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 tennination 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 policv lanLuaee or snecific endorsements evidencing the other insurance reauirements set forth in this ALyreement. 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. 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. 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 hannless 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 TI IIRD 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: Stephanie Lovette City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Joanne Webster San Rafael Chamber of Commerce 817 Mission Avenue San Rafael, CA 94901 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. 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). 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. • - "MA -z l I MI M J ,i age c g ESTI JER C. BEIRNE, City Clerk APPROVED AS TO FORM: w ROBERT F. EPSTEIN, Ci y Atto CONTRACTOR By: �' -Lh 4 Na e:ATO I t Title:, t5 14 GV1En Exhibit A San Rafael Business Retention, Expansion, and Attraction Economic Vitality Outreach Program Scope and Budget This is a scope of work and budget for a project by the San Rafael Chamber of Commerce with the City of San Rafael to assess, monitor and report the evolution of San Rafael businesses, trends, and areas of opportunity. San Rafael is a unique place In Marin County that it is connected to a major transportation hub and has a wide variety of existing and targeted business classifications. Deliverables: This project generates data and feedback from interviews with San Rafael businesses, culminating in a report that will be delivered to the City of San Rafael in September 2016. This repos: will advise the City of San Rafael Economic Development Department about trends in the existing San Rafael business community and subsequent areas of opportunity for business attraction to the City of San Rafael. The report will be compiled using data about San Rafael businesses conducted via interviews by members of the Chamber Board, staff and Economic Vitality Committee members, and possibly students from Dominican University of California. Interviews will be conducted from September 2015 through July of 2016. The deliverables would be: • A minimum of 100 interviews of local businesses of a variety of classifications in San Rafael (Retail, Service, Manufacturing, Hospitality, Automobile, Tech, Education, Construction etc.); • Additional interviews conducted by the Economic Development Manager and the Chamber President and CEO specifically with large employers and businesses that generate high sales tax revenue ; • A standardized interview format allowing comparison of similar data from year-to-year; • In-depth, facilitated follow-up discussions with interviewees as requested by City Staff; • A "dashboard" recurring report to inform San Rafael City Council and City Staff o Shows major metrics and provides a way to track changes in trends overtime; o Report document that can be easily updated based on the models above. The dashboard report would be the major output of this project and would inform all about major benefits, challenges and opportunities of doing business in San Rafael. The report can be made available to the public and stakeholders at City Staff's direction including public release at the Chamber's annual Forecasting the Future Marin Economic Conference. This project will take the assistance of multiple parts of the San Rafael business community, including current businesses, commercial real estate owners and professionals, city government and staff, the Downtown Business Improvement District, the Marin Economic Forum, and local residents. The facilitated, follow-up discussions will help provide additional qualitative shape to the data. Budget and Timeline: To perform this work, the budget for this project is an annual flat fee of $15,000. The timeline for this project is September 2015 through September 2016. SRCHA-1 OP ID: DS CERTIFICATE OF LIABILITY INSURANCE I DA08/14/201TE 'Y) 08/14/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Minto &Wilkie Insurance NAME: Diane Song, Ext. 242 CA. Lic. No. 0093447 I PHONE r . E:tr.415-453-0610 I lac, Nol: 415-485-0528 PO Box 150990 IADDRESS: diane@mintowilkie.com San Rafael, CA 94915-0990 John H. Rickards Ext. 223 INSURER(S)AFFORDING COVERAGE NAIC # DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of San Rafael is named as additional insured of the insured's general liability policy with respect to the liability arising out of the insured's work with respect to Economic Vitality Outreach Program as per the endorsement CGD4430708 as attached. This insurance is primary only for liability assumed under the insured's contact. CERTIFICATE HOLDER CITYOF3 City of San Rafael 1313 Fifth Avenue San Rafael, CA 94901 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE %4� s - CA, @ 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD INSURER A: Travelers Property Casualty 36161 INSURED San Rafael Chamber of Commerce INSURER B:Sentinel Insurance Co Limited 11000 817 Mission Avenue San Rafael, CA 94901 I INSURER C: • I INSURER D: I INSURER E: INSURER F: I COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE OWDL SUER LTR INRR WVn POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) IMM/DD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 660271M572611 11/01/2014 11101/20151 DAMAGE TO RENTED PREMISES (Ea occurrence) S 300,000 CLAIMS -MADE a OCCUR I MED EXP (Any one person) S 10,000 PERSONAL BADV INJURY S 1,000,000 GENERAL AGGREGATE S 2,000,000 G�,EEN'L AGGREGATE LIMIT APPLIES PER I PRODUCTS - COMP/OP AGG $ 2,000,000 R I POLICY I IlEr F—] LOC ILiquorLia I $ 1,000,000 AUTOMOBILE LIABILITY+ COMBINED SINGLE LIMIT I I (Ea accident) $ 1,000,000 A ANY AUTO 660271MS72611 11/01/2014 11/01/20151 BODILYINJURY (per person) s _ ALL OWNED SCHEDULED BODILY INJURY (Per accident) I S AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS I PROPERTY DAMAGE 1 S (PER ACCIDENT) I IS UMBRELLA LIAR OCCUR I EACH OCCURRENCE is EXCESS LIAR HCLAIMS-MADE I AGGREGATE is DEC) I I RETENTIONS I I S WORKERS COMPENSATION I X I WC STATU- I IOTH AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVEY/N 57WECGD9984 TORY LIMITS ER 04/01/2015 04/01/2016 +1 EL EACH ACCIDENT 1 S 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory In NH) j 1 E L DISEASE - EA EMPLOYEq $ 1,000,000 If es, describe under y DESCRIPTION OF OPERATIONS below I E L DISEASE - POLICY LIMT I $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of San Rafael is named as additional insured of the insured's general liability policy with respect to the liability arising out of the insured's work with respect to Economic Vitality Outreach Program as per the endorsement CGD4430708 as attached. This insurance is primary only for liability assumed under the insured's contact. CERTIFICATE HOLDER CITYOF3 City of San Rafael 1313 Fifth Avenue San Rafael, CA 94901 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE %4� s - CA, @ 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOT-FOR-PROFIT ENTITY AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Not -For -Profit Invitee Property Damage Legal Liability B. Special Event Premium Rating C. Special Event Designated Products D. Malicious Prosecution — Exception To Knowing Violation Of Rights Of Another Exclusion E. Who Is An Insured — Your Liability For Your Conduct Of Unnamed Partnership Or Joint Venture — (Excess Basis) PROVISIONS A. NOT-FOR-PROFIT INVITEE PROPERTY DAM- AGE LEGAL LIABILITY 1. The following is added to Exclusion j., Dam- age To Property, in Paragraph 2. of SEC- TION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY: Paragraph (4) of this exclusion does not apply to "not-for-profit invitee property damage" caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or light- ning; water; or vandalism or malicious mis- chief: (a) On premises you own or rent or on ways next to premises you own or rent; and (b) Because of your operations. This exception does not apply to "not-for- profit not for- profit property damage" caused by: (i) Rupture, bursting, or operation of any pressure relief device; F. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers G. Blanket Additional Insured — States Or Political Subdivisions — Permits Relating To Premises H. Blanket Additional Insured — States Or Political Subdivisions — Permits Relating To Operations I. Blanket Additional Insured — Persons Or Organizations Where Required By Written Con- tract Or Agreement (ii) Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; or (iii) Explosion of any steam boiler, steam pipe, steam engine, or steam turbine. 2. The following is added to SECTION III — LIM- ITS OF INSURANCE: Subject to Paragraph 5. above, the most we will pay under Coverage A for the sum of all damages because of "not-for-profit property damage" sustained by all "not-for-profit invit- ees" is $15,000. 3. The following are added to the DEFINITIONS Section: "Not-for-profit invitee": a. Includes any of your clients, customers, guests, members, patrons, supporters and "volunteer workers". CG D4 43 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 4 COMMERCIAL GENERAL LIABILITY b. Does not include any person who is your "employee", "temporary worker" or "inde- pendent contractor". "Not-for-profit invitee property damage" means "property damage" to personal prop- erty owned or rented by a "not-for-profit in- vitee", other than any of the following prop- D erty: a. Accounts, bills, currency, deeds, money, notes, securities or debt instruments; b. Mechanical drawings, blueprints, docu- ments, records, manuscripts or valuable papers; or c. Contraband or other property in the course of illegal transportation or trade. B. SPECIAL EVENT PREMIUM RATING The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Special Event Premium Rating a. The Not -For -Profit Entity Amendatory En- dorsement includes the following: (1) All indoor events with less than 1000 at- tendees and shorter than 24 hours in du- ration; and (2) All outdoor events with less than 500 at- tendees and shorter than 24 hours in du- ration. b. The following events will be rated separately for additional premium: (1) Any event that exceeds the attendees or duration described in a.(1) or a.(2) above; (2) Any parade, fair or carnival; or (3) Any athletic, sporting or motor vehicle event including walks, runs, tournaments, demonstrations, rallies or competitive ac- tivities. C. SPECIAL EVENT DESIGNATED PRODUCTS 1. The following is added to the definition of "products -completed operations hazard" in the DEFINITIONS Section: Includes all "bodily injury" and "property dam- age" arising out of your "designated products" on premises you own or rent, on premises used by you for a special event related to your business, or on the ways next to any such premises you own or rent, or use for a special event. 2. The following is added to the DEFINTIONS Section: "Designated products" means apparel, but- tons, CDs, DVDs, tapes, posters, stickers and other similar products used to promote a spe- cial event related to your business. MALICIOUS PROSECUTION — EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF AN- OTHER EXCLUSION The following is added to Exclusion a., Knowing Violation Of Rights Of Another, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE B PERSONAL AND ADVERTISING INJURY: This exclusion does not apply to "personal injury" caused by malicious prosecution. E. WHO IS AN INSURED — YOUR LIABILITY FOR YOUR CONDUCT OF UNNAMED PARTNER- SHIP OR JOINT VENTURE (EXCESS BASIS) 1. The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, limited liability company or trust that is not shown as a Named Insured in the Declarations. This sub- paragraph does not apply to your liability with respect to your conduct of the business of any current or past partnership or joint ven- ture that is not shown as a Named Insured in the Common Policy Declarations. 2. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: The insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available to you for your liability with respect to your conduct of the business of any current or past partnership or joint ven- ture that is not shown as a Named Insured in the Common Policy Declarations and which is issued to such partnership or joint venture. F. BLANKET ADDITIONAL INSURED - MORT- GAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you Page 2 of 4 © 2008 The Travelers Companies, Inc. CG D4 43 07 08 have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its li- ability as mortgagee, assignee, successor or re- ceiver for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal injury" or "advertising H. injury" caused by an offense committed, after you have signed and executed that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be in- cluded as an additional insured on this Cov- erage Part. The insurance provided to such mortgagee, as- signee, successor or receiver is subject to the fol- lowing provisions: (1) The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations for this Cov- erage Part, whichever are less; and COMMERCIAL GENERAL LIABILITY ownership, use, maintenance, repair, construc- tion, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street ban- ners or decorations for which that state or political subdivision has issued such permit. BLANKET ADDITIONAL INSURED — STATES OR POLITICAL SUBDIVISIONS — PERMITS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with operations performed by you or on your behalf is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of such operations. Coverage under this provision does not apply to: 1. Any "bodily injury", "property damage", "per- sonal injury" or "advertising injury' arising out of operations performed for that state or po- litical subdivision; or 2. Any "bodily injury" or "property damage" in- cluded in the "products — completed opera- tions hazard". (2) Coverage under this provision does not apply to: I. LR ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS WHERE REQUIRED BY (a) Any "bodily injury" or "property damage" WRITTEN CONTRACT OR AGREEMENT that occurs, or any "personal injury" or "advertising injury" caused by an offense committed, after such contract or agree- ment is no longer in effect; or (b) Any "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mort- gagee, assignee, successor or receiver. G. BLANKET ADDITIONAL INSURED — STATES OR POLITICAL SUBDIVISIONS — PERMITS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with premises owned or oc- cupied by, or rented or loaned to, you is an in- sured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the existence, The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: 1. Occurs after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which the written contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The insurance provided to such person or organi- zation where required by written contract or agreement is subject to the following provisions: (1) The limits of insurance provided to such in- sured will be the limits which you agreed to CG D4 43 07 08 0 2008 The Travelers Companies, Inc. Page 3 of 4 COMMERCIAL GENERAL LIABILITY provide in the written contract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less; (2) If such insured is an architect, engineer or surveyor, the insurance provided to such in- sured does not apply to "bodily injury" or "property damage" arising out of such in- sured's providing or failing to provide any pro- fessional services, including: (a) The preparing, approving or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving or failing to prepare or ap- prove, drawings and specifications; and (b) Supervisory or inspection activities per- formed as part of any related architectural or engineering activities; and (3) Coverage under this provision does not apply to: (a) Any person or organization that has been added as an additional insured by at- tachment of an endorsement under this Coverage Part which names such person or organization in the endorsement's schedule; (b) Any person or organization who distrib- utes or sells "your product" in the regular course of that person's or organization's business; or (c) Any person or organization from whom you have acquired "your product", or any ingredient of, or that contains, "your prod- uct". Page 4 of 4 © 2008 The Travelers Companies, Inc. CG D4 43 07 08 Andrea Gilles From: Joanne Webster <jwebster@srchamber.com> Sent: Tuesday, September 15, 2015 4:01 PM To: Andrea Gilles Subject: signed BRE contract for your files Attachments: 0952_001.pdf Andrea, Please find the attached contract signed and ready for Jim. I had our insurance agent review it and confirmed that the certificate of additional insured that I sent you was adequate for this contract. Thank you, Joanne From: Scanner Sent: Tuesday, September 15, 2015 3:54 PM To: Joanne Webster Subject: Attached Image 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 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 g g ,r�.. 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; ur bonds, and ir ance certificates and endorsements. 1 n 5 City Manager / Mayor / or Agreement executed by Council authorized rw,. Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the ?y l l contracting department. To be completed by Contracting Department: Project Manager: _Stephanie Lovettex/LPfoject Name:—Chamber BRE - PSA Agendized for City Council Meeting of (if necessary): kb PlgtfOY FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. �' � � � � t * Council approval is required if contract is over$20,000 on a cumulative basis.