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HomeMy WebLinkAboutOpenGov, Inc. 2015-02-01; Amendment 1 2018-04-09DocuSign Envelope ID 30584DF5-F7F0-48E1-9BA9-043135773CD7 CITY OF UKIAH AMENDMENT NO. 1 TO CONTRACT 1718-201 BETWEEN OPENGOV, INC. and THE CITY OF UKIAH This Amendment No. 1, entered on April 9 2018, revises contract 1718-201 between the City of Ukiah and OpenGov, Inc. for software and implementation services. This Amendment No. 1 adds the following language to be included with the contract: OpenGov, Inc., contractor to the City of Ukiah, to provide software and implementation services as per Contract 1718-201, agrees to provide insurance as specified in Exhibit A, and agrees to indemnify, defend and hold harmless the City of Ukiah and its officers, officials, employees, and designated volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with contractor's negligent performance of work hereunder or its negligent failure to comply with any of its obligations agreed to for said work or negligent failure to comply with any instructions provided by City employees, except such loss or damage which was caused by the negligence or willful misconduct of the City of Ukiah. Except as expressly amended by this Amendment, all other terms remain unchanged and in full force and effect. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT ON THE EFFECTIVE DATE: CONSULTANT BY: OpenGov, Inc PRINT NAME: Leo choi CITY OF UKIAH BY: ,-DocuSigned by: (Ah Oat AAAD647C385C40B_. SAG✓F/SANGjCOMO, CITY MANAGER ATTEST BY: PAW/ STINE LAWLER, CITY CLERK DATE: 4/11/2018 DATE: 11^ cli 3 °- / c, DATE: q-23 --I Y DocuSign Envelope ID: 30584DF5-F7F0-48E1-9BA9-043135773CD7 ('it /gab EXHIBIT A - INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: A. Insurance Services Office Commercial General Liability coverage (Form No. CG 20 10 10 01 and Commercial General Liability — Completed Operations Form No. CG 20 37 10 01). B. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). C. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. II. Minimum Limits of Insurance Contractor shall maintain limits no less than: A. General Liability: $1,000,000 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, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Insurance must be written on an occurrence basis. B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Insurance must be written on an occurrence basis. C. Worker's Compensation Employer's Liability: $1,000,000 per accident for bodily injury or disease. III. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the insurer to reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officers, officials, employees and volunteers; or the Contractor to provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses; or to approve the deductible without a guarantee. IV. REQUIRED Insurance Provisions Proof of general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: A. The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment, furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy. B. The workers' compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City. NOTE: You cannot be added as an additional insured on a workers' compensation policy. C. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance with respect 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 Contractor's insurance and shall not contribute with it. Rev: 11/20/08 Page 1 of 2 DocuSign Envelope ID: 30584DF5-F7F0-48E1-9BA9-043135773CD7 D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. E. Note: (This protects the Contractor) -Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of Civil Code. V. RATING - Acceptability of Insurers Insurance is to be placed with admitted California insurers with a current A.M. Best's rating of no Tess than A- for financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating. VI. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by the City. If endorsements are on forms other than the City's forms, those endorsements or policies must provide coverage that is equivalent to or better than the forms requested by the City. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. VII. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. If you have questions regarding our insurance requirements contact: Risk Manager (707) 463-6287 FAX (707) 463-6204 Rev: 11/20/08 Page 2 of 2