HomeMy WebLinkAboutInterwest Consulting Group 2015-12-05 C' (7�- i31�i- 1�3
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 5th day of December, 2013 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Interwest Consulting Group, a corporation organized and in good standing under the laws of the
state of California, hereinafter referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to providing geographic information system
(GIS) services consisting of strategic support and technical implementation as it relates
to GIS technology on an on-call, as-needed basis.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.01 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.01 As set forth in Attachment "A".
2.02 Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.01 Term. The term of this agreement begins on the Effective Date and shall continue for an
indefinite term and until terminated in accordance with paragraph 7.09.
3.02 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City. Consultant shall
complete each task to the City's reasonable satisfaction, even if contract disputes arise
or Consultant contends it is entitled to further compensation.
Std-Proi$vcsAgreemen[-November 20,2008
PAGEIOF>
4.0 COMPENSATION FOR SERVICES
4.01 Basis for Comqensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis. Labor
charges shall be based upon hourly billing rates for the various classifications of
personnel employed by Consultant to perform the Scope of Work as set forth in the
attached Attachment B, which shall include all indirect costs and expenses of every kind
or nature, except direct expenses. The direct expenses and the fees to be charged for
same shall be as set forth in Attachment B. The specifics of the requested services,
time frame, and costs will be established with each service requested by the City under
the Scope of Work identified in Attachment"A".
4.02 Chanqes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.03 Sub-contractor Pavment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1.
4.04 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
contract shali be based upon submission of weekly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.01 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consuitant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
S�d—ProfSv<sAgrttmenb November20,2008
PAGE 2 OF 0
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.02 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
perFormance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.01 Insurance Liabilitv. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Consuitant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the
Sid—ProfSvcsAgamenb November 20,2008
PAGE 3 OF I
general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of$1,000,000 per accident.
4. Errors and Omissions liabilitv: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilitv and Automobile Liabilitv Coveraqes
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The ConsultanYs insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanPs insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
S�d-PmiSvuAgrccmrnc No�ember 20,2008
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2. Worker's Compensation and Emplovers Liabilitv Coveracte
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
Consultant's performance of the work, pursuant to this Agreement.
3. Professional Liabilitv Coveraae
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from the
Effective Date to one year after the termination of this Agreement.
4. All Coveraqes
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
E. Acceptabilitv of Insurers
Insurance is to be placed with admitted California insurers with an A.M. BesYs
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coveraae
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shali include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.02 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
S�d-ProiSvcsAgrameno-November 20,2006
PAGE 5 OF 1
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons, injury to property, or other loss, arising from the sole negligence or
willful misconduct of the City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.01 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of ConsultanYs services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.02 Non-Disclosure of Citv data. In the course of performing GIS consulting services to City,
Consultant may have access to data maintained on the City's computer systems. While
information in the City's system may be subject to disclosure under the California Public
Records Act or other laws, there are numerous exemptions to public disclosure,
including City data about individuals and businesses. For this reason, the City must have
strict controi over the disclosure of any information on its computer systems. To insure
that Consultant will not disclose information it may access in the course of performing
consulting services to the City ("City data"), Consultant agrees that it will not disclose
City data and will only use any such data to perform its consulting services for City.
Consultant represents, warrants, and covenants that it:
A. Shall process, use, maintain and disclose City data only as necessary to
perform its consulting services under this Agreement and only in accordance
with this Agreement;
B. Shall not disclose any City data to any third party (including to the subject of
such information) or any employee or agent of Consultant ("Representative")
who does not have a need the City data to perform ConsultanYs services
under this Agreement;
C. Shall implement and maintain an appropriate written information security
program, the terms of which shall meet or exceed the requirements for
financial institutions under state and federal laws, to (i) ensure the security
and confidentiality of all information provided by City, including City data
(collectively, the "information"), (ii) protect against any threats or hazards to
the security or integrity of information, including unlawful destruction or
Std—PmfSvcsASreement-November 20,2008
PAGE 6 OF�
accidental loss, alteration and any other form of unlawful processing, and (iii)
prevent unauthorized access to, use, or disclosure of the information;
D. Shall immediately notify City in writing if it becomes aware of (i) any
disclosure or use of any information by it or its Representatives in breach of
this Section, (ii) any disclosure of any information to it or its Representatives
where the purpose of such disclosure is not known, (iii) any request for
disclosure or inquiry regarding the information from a third party, and (iv) any
change in applicable law that is likely to have a substantial adverse effect on
Vendor's ability to comply with this Article;
E. Shall cooperate with City in the event of litigation or a regulatory inquiry
concerning the information and shall abide by the advice of City with regard
to the processing of such information;
F. At City's direction at any time, and in any event upon any termination or
expiration of the Agreement, shall immediately return to City any or all
information and shall destroy all records of such information;
G. Upon completion of any Task Order, shall return to City any or all applicable
information which is not necessary for the performance of another pending
Task Order or destroy all records of such information; and
City reserves the right to review ConsultanYs policies and procedures used to maintain
the security and confidentiality of information, including auditing Consultant and its
Representatives concerning such policies and procedures. The provisions of this
Section, are in addition to, and shall not limit any other confidentiaiity obligations under
the Agreement. Vendor also agrees that it shall cause its Representatives to act in
accordance with this Section 7.2.
7.03 Governinp Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.04 Entire Aareement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.05 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.06 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.07 Assicanment. ConsultanYs services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.08 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
S�d—PmfSvcsAgreemeno-November 20,4008
PAGE]OF]
7.09 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; 3) City has abandoned and does not wish to complete
the project for which Consultant was retained; or 4) by either party without cause on
thirty (30) days prior written notice to the other party. A party shall notify the other party
of any alleged breach of the Agreement and of the action required to cure the breach. If
the breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds, abandonment
of the project or without cause, the contract shall terminate as provided in the notice.
City shall pay the Consultant only for services performed and expenses incurred as of
the effective termination date. In such event, as a condition to payment, Consultant shall
provide to City all finished or unfinished documents, data, studies, surveys, drawings,
maps, models, photographs and reports prepared by the Consultant under this
Agreement. Consultant shall be entitled to receive just and equitable compensation for
any work satisfactorily completed hereunder, subject to off-set for any direct or
consequential damages City may incur as a result of ConsultanYs breach of contract.
8.0 Duplicate Oripinals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8.01 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH INTERWEST CONSULTING GROUP
ATTN: SAGE SANGIACOMO ATTN: MICHAEL KASHIWAGI
300 SEMINARY AVENUE 9300 W. STOCKTON BLVD
UKIAH, CALIFORNIA 95482-5400 ELK GROVE, CA 95758
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
INTERWE T CO TING GROUP
BY: �-c.-�a,_-a��'�
Date
PRINT NAME: ��� `�'»��,.\ � J � Ib3 �Q���
IRS IDN Number
CITY OF UKIAH
eY: L �' Z � � �
ITY MANAGER Date
A EST
�- 2 — !H
CI CLERK Date
Std—ProfSvcsAgreemenb November 20,2008
PAGE 8 OP]
ATTACHMENT °°A" - SCOPE OF WORK
Consultant is to provide geographic information system (GIS) services consisting
of strategic support and technical implementation as it relates to GIS technology on an as
needed basis.
When requested by the City, Interwest will provide the following types of GIS services
on a time and expense basis:
Data Conversion from,4utoCAD to Esri Geodatabase—instail the software and set up the
translation tools to move data from AutoCAD into Esri. Provide georeferencing services
to spatially align the CAD data.
GIS Infrastructure and System administration - Work with staff to establish back-up and
replication processes. Over time Review usage and make recommendations for
adjustments.
Srrategic Support and Planning- Meet wiYh staff Yo develop a GIS
Assessment/Recommendation document that will identify critical projects and steps to
help maximize the benefits of Ukiah's investment in GIS technology.
Data design, maintenance and development - Modify existing database designs to match
with Esri best practices and fixture trends in technologies or changes in Munis integration.
Data maintenance - Update GIS data layers when provided with redlined printouts ar
digital drawings of the needed changes.
Project Management of GIS projects and GIS integration. - Develop project plans and
manage tasks needed in data collection, spatial analysis, data integration and map
production.
Database, Server and Network Consultation-Provide recommendations to update or
enhance the security of servers and server performance.
GIS Training- Train staff in the use of GIS sofrware. This can include staff that need
simple map viewing and queries. Alternatively power users can also be trained to use
Esri Softwaze to conduct data maintenance.
Public Facing Maps—Deploy interactive webmaps to the public. Below are some factors
that would be included in such a project.
ATTACHMENT "B"—FEE SCHEDULE
• All work performed will be billable on a time and materials basis, at a hourly rate
according to the rate schedule below.
• Should onsite travel be involved, travel and lodging expenses may be required.
However, the arrangement discussed is to provide assistance via remote-access.
Title Hourl Rate
GIS Project Manager $120
Sr. GIS Analyst $105
GIS Analyst $85
GIS Technician $55
Database/Network Engineer $105
,4c RO� CERTIFICATE OF LIABILITY INSURANCE DATE�MMIDDM/YY)
12/5/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONPERS 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 tha certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditlons of the policy,certain policies may require an endorsement. A statement on this certifiwte does not confer rights to the
certificate holder in lieu of such endorsement s.
PRODUCER � �
NAME:
Van Gilder Insurance Corp. rnorve F� No:
1515 Wynkoop, Suite 200 E-MAIL
Denver CO 80202 aoorse s:
INSURERS AFFOR�INGCOVERAGE NAIC#
INSURERA:
INSURED INTCON6 INSURER B:
IntenvestCOnsultingGroup INSURERC: LE
Naffa, Inc.; Vernon Brown&Associates, Inc. ir�surseRO: E
P.O. Box 18330 INSURERE:PL-
Boulder CO 80308
INSURER F:
, COVERAGES CERTIFICATE NUMBER:�77�gq32g5 REVISION NUMBER:
THIS IS TO CERTIFY 7HAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED 70 7HE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO NMICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BV THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHONM MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TypEOFIN511RANCE UBR POLICYEFF POLICYEXP LIMITS
LTR INSR WV� POLICVNUMBER MMIDUrvYYY MMI�D
D GENERALLIABIUTY Y V 807460M677 11/i4/2013 7/14/2014 EACHOCCURRENCE $2,000,000
x COMMERCIALGENERALLIABILITY PREMISES Eaxcu ence 51,000,000
CLAIMS-MADE �OCCUR ME�EXP(Anyoneperson) 510,000
PERSONAL&A�VINJURY 52,000,000
GENERALAGGREGATE 54,000,000
GEN'LAGGREGATELIMITAPPLIESPER PRODUCTS-COMP/OPAGG 54,000,000
POLICV X PRO- LOC g
E AUTOMOBILELIABIUiY V Y gA7466M429 17/14/2073 'I/'14/2074 Eaaccident 1000000
x ANYAUTO BODILYINJURV(Pe�person) 5
ALLOVJNED SCHEDULED BODILYINJURV(Perawitlent) $
AUTOS AUTOS
NON-0NMED PROPERTYDAMAGE 5
X HIREDAUTOS x AUTOS Perawdent
5
B X UMBRELLALIAB X ppCUR Y Y CUP4175T615 7'I/14/2013 1/'14/2014 EACHOCCURRENCE 87,000,000
EXCESSLIAB CLAIMS-MADE AGGREGATE $1,000,000
DED X RETENTION$0 §
� WORKERSCOMPENSATON y VMPJU67339T934 17/14/2013 'I/74/2014 X �STATU� OTH-
AND EMPLOYERS'LIABIIJTY
OFFICER/MEMBEREXCLUDED�ECUTNE� N,p EL EACHACCIDENT $1,000,000
(MantlatoryinNH) EL OISEASE-EAEMPLOYE 51,000,000
I(yes.tlescnoe uMer
DESCRIPTIONOFOPERATIONSbelow El DISEASE-POLICYLIMIT 51,000,000
A ProfessionalLiability DPR977U356 71/74/2013 7/14/2014 PerClaim 81,000,000
ClaimsMade Annualqggregate $3,000,000
Retro Date. 6/7/2002
OESCRIPTIONOFOPERATIONS/LOCATIONS/VEHICLES (AttachACORDt01,AtldltionalRemerksSChetlule,llmoreapacalsrequired)
As required by written contract or written agreement,the following provisions apply subject to the policy terms, conditions, limitations and
exclusions:The Certificate Holder is included as Additional Insured for your work, acts or omissions which includes completed operations
under General Liability; Designated Insured under Automobile Liability; and Additional Insured under Umbrella/Excess Liability but only with
respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder and owner.This insurance will apply
on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability,Automobile Liability, Umbrella/Excess
Liability and Workers Compensation.The Umbrella/Excess Liability policy provides excess coverage over the General Liability,Automobile
Liability and Employers Liability.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE E%PIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Ciry of Ukiah ACCORDANCE WITH THE POLICY PROVISIONS.
300 Seminary Avenue
Ukiah CA 95482-5400 qUTNORI EDREPRESENTATIVE
I �
OO 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD
TRAVELERS� WORKERS COMPENSATION
AND
EMPLOYERS LIA91L1TY POLICY
ENDORSEMENT WC000373{00)_p�
POLICY NUMBER:
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable Tor an injury covered by this policy. We will not
enforce our righf against the person or organization named in 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.)
This agreement shall not operate directly or indirectly to benefit any one not named In the Schedule.
SCHEDULE
DESIGNATED PERSpN:
DESIGNATED ORGANIL4TION:
ANY PSRSON OR ORGANIZATION POR SVHICA THE INSilRED 8AS
COMPLETBD A WRITTSN AGRSBHENT TO PROVIDE THIS SQAIVSR.
DATE OF ISSUE: ST ASSIGN:
vangilder
September 1", 2010
Re: Enclosed Certiflcates
Starting on 01 September 2010, the "Certificate of Liabifity Insurance° national template fssued by
ACORD changed. The cert'rffcate contains new cancellation noGce language. Van Gildar, nor eny other
insurance agency, Is no ionger allowed to amend the certifirate template.
However,we understand how Important noUce of certain items is fo you. Therefore, we are committed to
providing the following:
Should any of the policies identified on the endosed cerfificates be cancelled or nan-renewed, Van Gilder
wiii endeavor to provide 30 days notice to you or that amount of notice wincfding with the noGce Van
Gllder receNes from the insurance company. In fhs event af non-payment of premlum, Van Gilder will
endeavorto provide 90 days notice.
Please note that failure to provide notice does not impase an obligation or liability on the (nsurance
company,or Its agents, or representatives.
Please do not hesitate to contact us with any questions or concems.
Van Gilder Insurance Corp.
Van Gilder Insurance Corporatfon I PO BoX 465'f 01 Denver,CO 8D201 I Tel 800.873.8500 I Fac 303.831.52951 vnnv.vglc.com
mnm..acewv.n�er
� COMMERCIAL AUTO
+ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AUTO COVERAGE PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVER,4GE FORM
With resped to coverage provided by this endorsement, the provisions of the Coverage Fortn apply unless modi-
fied by the endorsement.
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 the Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limfted by such an endorsement. The following listing is a general cover-
age description only. Limitaiions and exclusions may apply to these coverages.Read all ihe provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what is and is noi covered.
A. BLANKETADDITIONALINSURED H. AUDIO, VISUAL AND DATA ELECTRONIC
B. EMPLOYEE HIRED AUTO EQUIPMENT–INCREASED LIMIT
C. EMPLOYEES AS INSURED I• WAIVER OF DEDUCTIBLE–GLASS
D. SUPPLEMENTARY PAYMENTS – INCREASED �• PERSONAL EFFECTS
LIMITS K. AIRBAGS
E. TRAILERS–INCREASED LOAD CAPACITY L. AUTO LOAN LEA3E GAP
F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION
G. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES–INCREASED LIMIT
= A. BLANKET ADDITIONAL INSURED perfortning duties related to the contluct of
� The following is addetl to Paragraph A.1.,Who Is your business.
� An Insured, of SECTION II – LIABILITY COV- 2. The following replaces Paragraph b. in 8.6.,
� ERAGE: Other Insurance, of SECTION IV – BUSI-
= Any person or organization who is required under NESS AUTO CONDITIONS:
= a written contract or agreement beiween you and b. For Hired Auto Physical Demage Coverv
,= that person or organization, that is signed and age, the following are deemed to be cov-
,= executed by you before the "bodity injury" or ered"autos"you own:
n� "property damage" occurs antl that is in effect ��) qny covered "auto" you lease, hire,
� during the policy period, to be named as an addi- rent or borcow; and
'� tional insured is an "insuretl'� for Liability Cover- ,
� age, but only for damages to which this insurance (Z) Any covered "auto' hired or rented by
x� your "employee' under a contract in
= applies and only to the e�Aent that person or or-
° ganization qualifies as an "insured" under the that individual "employee's" name,
�� Who Is An Insured provision containeci in Sedion with your permission, while perfortn-
�� II. ing duties related to the contluct of
� yo�r business.
o= B. EMPLOVEE HIRED AUTO
= However, any"auto"that is leased, hired,
�= 1. The following is added to Paragraph A.1., rented or borrowed with a driver is not a
� Who Is An Insured, of SECTION II – LI- covered"auto".
„� ABILITY COVERAGE: C. EMPLOYEES AS INSURED
— An "employee" of yours is an "insured" while The following is added to Paragraph A.1.. Who Is
— operating a covered auto" hired or rented An Insured, of SECTION II – LIABILITY COV-
untler a contract or agreement in that "em-
ployee's" name, with your pertnission, while ERAGE:
CA T4 20 07 10 02010 The Trevelars Indemnity Company.All righis reserved. P2ye 1 Of 3
I�cludes copyrighied materiel of Insvence Services Off'ae,Inc.with its permluion.
oo6zie
COMMERCIAL AUTO
Any"employee" of yours is an "insured"while us- �3) lf a repair or repiacement resulls in hetter �
Ing a covered "auto"you donY own, hire or borrow than like kind or quality, we will not pay forthe
in your business or your personal affafrs. amount of bettertneM.
D. SUPPLEMENTARY PAYMENTS — INCREASED (4) A dedudible equal to the highest Physical
LIMITS Damage deductible applicaWe to any owned
1. The following replaces Paragraph A.2.a.(2) of covered"auto".
SECTION II—LIABILITY COVERAGE: (5) This Coverage Extension does not apply to:
(2) Up to $3,000 for cost of bail bonds (in- (a) Any "auto" that is hired, rented or borv
clutling bonds for related traffic law viola- rowed wifh a driver, o�
tions) required because of an "accident" (b) Any "auto" that is hired, rentetl or bor-
we cover. We do not have to fumish rowed from your"employee".
these bonds. G. PHYSICAL DAMAGE — TRANSPORTA770N
2. The following replaces Paragraph A.2.a.(4) of EXPENSES—INCREASED LIMIT
SECTION II—L.IABILITY COVERAGE:
The following replaces the flrst senience In Para-
(4) All reasonable expenses incurred by the g�ph A.4.a., Transportation Expenses, of
"insured" at our request, Including actual SECTION III — PHYSICAL DAMAGE COVER-
loss of earnings up to $500 a day be- pGE:
cause of time off from work.
E. TRAILERS—INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
The foliowing replaces Paragraph C.1, of SEC- curred by you beceuse of the total theft of a cov-
TION I—COVERED AUTOS: ered"auto"of the private passenger type.
1. 'Trailers" with a load capacity of 3,000 H. AUDIO, VI3UAL AND DATA ELECTRONIC
pountls or less designed primarily for travel EQUIPMENT—INCREASEDLIMIT
onpublicroads. Paragraph C.2.. Limit Uf Insurance, of SEC-
F. HIRED AUTO PHYSICAL DAMAGE TION III — PHYSICAL DAMAGE COVERAGE is
The foilowing is added to Paragraph A.4., Cover- deleted.
age Extensions, of SECTION 111 — PHYSICAL I. WAIVEROFDEDUCTIBLE—GLASS
DAMAGE COVERAGE: The following is added to Paragraph D., Deducti-
Hired Auto Physical Damage Coverage 61e, of SECTION 111 — PHYSICAL DAMAGE
If hired "autos" are covered "autos" for Liability COVERAGE:
Coverage but not covered "autos" for Physical No deductible for a covered "auto" will apply to
Damage Coverage, and this policy also provides 91ass damage if the glass is repaired rather than
Physical Damage Coverage for an owned "auto", replaced.
then the Physical Damage Coverage is extended �, pERSONAL EFFECTS
to "autos" that you hire, reM or borrow subjec[to
the following; The following is added to Paregraph A.4., Cover-
7 The most we will a for "loss" in an one age Extensions, of SECTION III — PHYSICAL
( 1 p Y Y DAMAGE COVERAGE:
"accident" to a hiretl, rented or borrowed
"auto"is the lesser of: Personal Effects Coverage
(a) $50,000; We wlll pay up to $400 for "loss" to wearing aFr
(b) The actual cash value of the damaged or Parel and other personal effeds whidt are:
stolen property as of the time of the (7I Owned by an"insured"; and
"lou"; or (2) In or on your coveretl"auto".
(c) The cost of repairing or replacing the This coverage only applies in the event of a total
tlamagetl or stolen propeRy with other theft of your covered "auto".
property of like kind and quality. No deductibles apply to Personal Effects cover-
(2) An adjustmeM for depreciation antl physical age.
condition will be made in detertnining adual
cash value in the event of a total'7oss".
Page 2 of 3 m 2010 The Trovelers Indemnity Company.AN rlgMS reserved. CA T4 20 O7 10
Indudes copyrighted material of Insurance Services Office,Inc.wNh its permission.
• COMMERCIAL AUTO
/ K. AIRBAGS (2) Any:
The following is added to Paragreph 6.3., Exclu- (a) Overciue lease or loan payments at the
sions, of SECTION III – PHYSICAL DAMAGE time of the"loss";
COVERAGE: (b) Financial penalties imposed under a
Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear
more airbags in a covered "auto" you own that in- and tear or high mileage;
flate due to a cause other than a cause of "loss" (c) Security deposits not retumed by the les-
set forth in Paragraphs A.1.b. and A.1.c., hut ��,
only: (d) Costs for extended warcanties, Credit Life
a. If that "auio" is a covered "auto"for Compre- Insurance, Heallh, Acadent or Disability
hensive Goverage underthis policy; Insurance purchasetl with the loan or
b. The airbags are not covered under any war- lease;and
ranty; and (e) Carry-over balances fram previous loans
c. The airbags were not Interitionally inflated. or leases.
We wil{ pay up to a maximum o( $1,000 for any M. BLANKET WAIVHR OF SUBROGATION
one"loss". The following replaces Paragraph A.S., Transfer
L. AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us,
The following is added to Paragreph A.4., Cover- of SECTION (V – BUSINESS AUTO CONDI-
age Extensions, of SECTION III – PHYSICAL TIONS:
DAMAGE COVERAGE: 5. Transfer Of Rights Of Recovery Against
Auto Loan Lease Gap Coverage for Private ahers To Us
Passenger Type Vehieles We waive any right of recovery we may have
In the event of a total "loss"to a covered"auto"of against any person or organization to the ex-
the private passenger type shown in the Schedule tent required of you by a wririen contract exe-
or Declarations for which Physical Damage Cov- cuted prior to any 'acddent" or "loss", pro-
erage is provided, we will pay any unpaid amount vided that the"accidenf'or loss"arises out of
= due on the lease or loan for such covered "aulo" the operations coMemplated by such con-
�= less the following: trad.The waiver appfies only to the person or
— (1) The amount paid under the Physical Damage a�9anizalion Aesignated in such conUact.
�� Coverage Section of the policy forthat"auto";
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CA T4 20 07 10 �2010 The Trevelers Intlemnity Company. Au rights reserved. Page 3 Of 3
Includes copyrighted material of I�urence Services Olfice,Inc.with ils permission.
ooszn
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. The following is added to WHO IS AN INSURED INSURANCE (Section III) for this Coverage
(Section II): Pe��
Any person or organization that you agree in a B. The following is added to Paragraph a. of 4.
"contract or agreement requiring insurance" to in- Other Insurance in COMMERCIAL GENERAL
clude as an additional insured on this Coverage LIABILITY CONDITIONS (Section IV):
Part, but only with respect to liability For"bodily in- However, if you specifically agree in a"contract or
jury", "property damage" or "personal injury" agreement requiring insurance" that the insurance
caused, in whole or in part, by your acts or omis- provided to an additional insured under this Cov-
sions or the acts or omissions of those acting on erage Part must apply on a primary basis, or a
your behalf: primary and non-contributory hasis,this insurance
a. In the perForrnance of your ongoing opera- is primary to other insurance that is available to
tions; such additional insured which covers such addi-
b. In connection with premises owned by or tional insured as a named insured, and we will not
rented to you; or share with the other insurance, provided that:
c. In connection with "your work" and included (1) The "bodily injury" or "property damage" for
within the "products-completed operations which coverage is sought occurs; and
hazard". (2) The "personal in�ury" for which coverage is
Such person or organization does nol qualify as sought arises out of an offense commilted;
an additional insured for "bodily injury", "property after you have entered into that "contract or
damage" or "personal injury" for which that per- agreement requiring insurance". But this insur-
son or organization has assumed liabilily in a con- ance still is excess over valid and collectible other
tract or agreement. insurance, whether primary, excess, contingent or
The insurance provided to such additional insured on any other basis, that is available to [he insured
is limi[ed as follows: when the insured is an additional insured under
any other insurance.
d. This insurance does not apply on any basis to
any person or organization for which cover- C. The following is added to Paragraph 8. Transfer
age as an additional insured specifically is Of Rights Of Recovery Against Others To Us
added by another endorsement [o this Cover- in COMMERCIAL GENERAL LIABILITY CON-
age Part. DITIONS(Section IV :
e. This insurance does not apply to the render- We waive any rights of recovery we may have
ing of or failure to render any "professional against any person or organization because o(
services". payments we make for "bodily injury", "propeAy
f. The limits of insurance afforded to the addi- damage" or "personal injury" arising out of "your
tional insured shall be the limits which you work" performed by you, or on your behalf, under
agreed in that "contract or agreement requir- a "contrac[or agreement requiring insurance"with
ing insurance" to provide for that additional that person or organization. We waive these
insured, or the limits shown in lhe Declara- rights only where you have agreed to do so as
tions for this Coverage Part, whichever are part of the "contract or agreement requiring insur-
less. This endorsement does not increase the ance" with such person or organization entered
limits of insurance stated in the LIMITS OF into by you before, and in effect when, the "bodily
CG D3 81 09 07 �2007 7he Travelers Companles, Inc. Page 1 of 2
Includes the copyrighted material ot Insurance Services Office,Inc.,with its permission
COMMERCIAL GENERAL LIABILITY
injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily injury" and
sonal injury"offense is committed. "property damage" occurs, and the "personal in-
D. The following definilion is added to DEFINITIONS Jury" is caused by an offense committed:
(Section V): a. After you have entered into that contract or
"Contract or agreement requiring insurance" agreement;
means that part of any contract or agreement un- b. While that part of the contract or agreement is
der which you are required to include a person or in effect; and
organization as an additional insured on this Cov- c. Before the end of the policy period.
Page 2 of 2 �2007 The Travelers Companfes, Inc. CG D3 B1 09 07
Includes the copyrightetl materlal ot Insurance Services Office,Inc.,with its permisslon
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
OTHER INSURANCE - ADDITIONAL INSUREDS
This endorsement mod'rfies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PROVISIONS b. The"personal injury"or"advertising injury"for
COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of-
(Section IV), Paragraph 4. (Other Insurance), is fense committed
amended as follows: subsequent to the signing and execution of lhat
1. The following is added to Paragraph a. Primary contract or agreement by you.
Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex-
However, if you specifically agree in a wrilten con- cess Insurance regarding any other primary in-
tract or written agreement [hat the insurance pro- surance available to you is deleted.
vided to an additional insured under this 3. The following is added to Paragraph b. Excess
Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under
a primary and non-contributory basis, this insur- Subparagraph (1):
ance is primary to other insurance tha[ is avail- That is available to the insured when the insured
able to such additional insured which covers such is added as an additional insured under any olher
addi[ional insured as a named insured, and we policy, including any umbrella or excess policy.
will not share with that other insurance, provided
that
a. The "bodily injury" or "property damage" for
which coverage is sought occurs, and
CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All righfs reserved. Page 1 of 1
COMMERCIAL GENERAL LIABILITY
However, this exclusion does not apply to Any payments made under Coverage A for
your liability with respect to your conduct of damages and under Coverage C for medical
the business of any current or past partner- expenses shall reduce the Per Project Gen-
ship orjoint venture: eral Aggregate Limit for thal "project", but
a. That is not shown as a Named Insured in shall not reduce:
the Common Policy Declarations, and a. Any other Per Project General Aggregate
b. In which you are a member or partner Limit for any other"projecf';
where each and every one of your co- b. The General Aggregate Limit; or
ventures in that joint venture is an archi- c. The Products-Completed Operations Ag-
tectural, engineering, or surveying firm. gregate Limit.
2. This Provision P. does not apply lo any per- The limits shown in fhe Declarations for this
son or organization for which coverage is ex- Coverage Parl for Each Occurrence, Dam-
cluded by another endorsement to lhis Cov- age To Premises Rented To You and Medical
erage Part. Expense are also subject to the Per Project
3. The insurance provided by this Provision P. General Aggregate Limit when the Per Pro-
shall be excess over any valid and collectible jecl General Aggregate Limit applies.
other insurance, whether primary, excess, 3. As used in the Provision Q..
contingent or on any other basis, which is
available covering your liability with respect "ProjecY' means an area away from premises
to your conduct of the business of any current owned by or rented to you at which you are
or past partnership or joint venture that is not performing operations pursuant to a contract
shown as a Named Insured in the Common or agreement. For Ihe purposes of determin-
Policy Declarations and which is issued to ing the applicable aggregate limit of insur-
such partnership orjoint venture. ance, each "project" lhat includes premises
involving the same or connecting lots, or
Q. PER PROJECT GENERAL AGGREGATE LIMIT premises whose connection is interrupted
1. Paragraph 2. of LIMITS OF INSURANCE only hy a street, roadway, watenvay or right-
(Section III) is deleted and replaced by the of-way of a railroad shall be considered a sin-
following: gle"project".
The General Aggregate Limit is the most we R. KNOWLEDGE AND NOTICE OF OCCUR-
will pay for the sum of: RENCE OR OFFENSE
a. Damages under Coverage B; and The following is added to Paragraph 2. Duties In
b. Damages from "occurcences" under Cov- The Event of Occurrence, Offense, Claim Or
erage A and for all medical expenses Suit of COMMERCIAL GENERAL LIABILITY
caused by accidents under Coverage C CONDITIONS(Section 11n:
which cannot be attribuled only to opera- Notice of an "occurrence" or of an offense which
tions at a single"projecP'. may result in a claim must be given as soon as
2. The following is added to LIMITS OF IN- practicable aRer knowledge of the "occurrence"
SURANCE (Section III): or offense has been reported to you, one of your
"executive officers" (if you are a corporation), one
A separate Per Projecl General Aggregate of your partners who is an individual (if you are a
Limit applies to each "projecY' for all sums partnership), one of your managers (if you are a
which the insured becomes legally obligated limited liability company), one of your irustees
to pay as damages caused by "occurrences" who is an individual (if you are a trust), or an
under Coverage A and for all medical ex- "employee" (such as an insurance, loss control or
penses caused by accidenls under Coverage risk manager or administrator)designated by you
C which can be attribuled only to operations to give such notice.
at a single "projecf', and lhat limit is equal to
the amount of lhe General Aggregate Limit Knowledge by any other"employee" of an "occur-
shown in the Declarations for this Coverage rence" or offense does not imply that you also
Part. have such knowledge.
Page 6 Of 8 0 2007 7he Travelers Companies,Inc. CG D3 79 09 07