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HomeMy WebLinkAbout04260 - CROSSROADS SOFTWARE BICYCLE SAFETY MO 6681 Page: 3 Report: Expired Contracts: Oldest Date= I I and XREF= ENGINEERING -Summary October 22, 2003 Contract Number Description Approval Date Expiration Date Closed Date A4259 Professional Traffic Education Programs 08/02/2000 06/01/2002 Contractor:Safe Moves Insurance Status:A policy will expire soon. XREF: ENGINEERING Service: In File A4260 Traffic Collision Database System, CP00-03 08/02/2000 08/01/2001 Contractor:Crossroads Software Insurance Status: Certificate and Policies are OK C� ° XREF: ENGINEERING Service: In File A4282 MVP Phase 3, CP99-13 10/04/2000 07/01/2001 Contractor :Professional Service Industries Insurance Status: Certificate and Policies are OK G�asR G XREF: ENGINEERING Service: In File A4309 Traffic Volume Counts/Speed Survey, CP00-23 11/15/2000 05/01/2002 Contractor:Counts Unlimited Insurance Status: Certificate and Policies are OK XREF: ENGINEERING Service: In File A4318 Engineering Design for Indian CP00-14 12/06/2000 12/01/2002 Contractor:Dokken Engineering Insurance Status: Certificate and Policies are OK XREF: ENGINEERING Service: In File A4328 Roadside Maintenance 01/03/2001 01/01/2002 /f Contractor :Desert Janitor Co. Insurance Status:A policy has Expired. XREF: ENGINEERING Service: In File i A4357 Gene Autry/Ramon Rd. Median Islands 04/04/2001 04/01/2002 Contractor:RGA Landscaping Insurance Status: Certificate and Policies are OK � \\ XREF: ENGINEERING Service: In File l - Crossroads Software PS Pedestrian & Bicycle Safer AGREEMENT #4260 M06681, 8-2-00 CITY OF PALM SPRINGS Engineering Division _ CONTRACT SERVICES AGREEMENT FOR Traffic Collision Database System in conjunction with "Palm Springs Pedestrian & Bicycle Safety" Project City Project 2000-03 T IS CONTRACT SERVICES AGREEMENT(herein"Agreement"), is made and entered into this olC day of by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein"Cit ")and Jeffery Robert Cullen, dba Crossroads Software, (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services"or"work"hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards"shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b)has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. FS2/296/099999-3000/2160684.2 6RO96 Revised-09/01/98 1 • i 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adlustment in(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent(5%)of the Contract Sum or$25,000; whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Seventeen thousand five hundred sixty nine dollars and 50/100 ($17,569.50) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i)a lump sum payment upon completion, (ii)payment in accordance with the percentage of completion of the services, (iii)payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for PS2/276/099999-3000/2160684 2 6114/96 Revised:09/01/98 2 all expenses stated thereon which are approved by City pursuant to this Agreement no later than the Iast working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maicure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Urdess earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Jeffery Robert Cullen Barry Dee It is expressly understood that the experience,knowledge,capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of FS2/2761099999-3000/2160684 2 6/14/96 Revised 09/01/98 3 the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to die Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience,knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees,perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either (i) a combined single limit of$1,000,000 for bodily injury, death and property damage or(if)bodily injury limits of $500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and property rS2/276/099999-3000/21606942 6/14/96 Revised 09/01/98 4 damage limits of$500,000 per occurrence. If the Contract Sum is greater than$100,000, the policy of insurance shall be in an amount not less than$5,000,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the Slate of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of$500,000 per person and$1,000,000 per occurrence and property damage liability limits of$250,000 per occurrence and$500,000 in the aggregate or (ii) combined single limit liability of$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other 4 ,-0 ability insurance, as may be required in the Special Requirements. < " All of the above policies of insurance shall be primary insurani �— �--� \` (0 icers, employees and agents as additional insureds, except that the City shall not i�,,F, .,�' h iy or the Worker's Compensation Insurance nor the Professional Liability Insurain r - his of subrogation and contribution it may have against the City, its officers, e ective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. All certificates shall name the City as additional insured(providing the appropriate endorsement),be signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice: "CANCELLATION: Should any of the above described policies be cancelled before the expiration date hereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that he provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require he subcontractor to maintain he same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses,costs, penalties, obligations, errors,omissions or liabilities, (herein"claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or FS2/276/099999-3000/2160684.2 6/14/96 Revised:09/01/98 5 invitees,provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in conmection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City,its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement,unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City Manager or designee of the City("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee;provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or F52/276/099999-3000/2160684 2 6114/96 Revised 09/01/98 6 decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep,and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three(3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings,specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten(10)days of service of such notice and completes the cure of such default within forty-five(45)days after service of the notice, or such longer period as may be permitted by the injured party;provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in rS2/276/099999-3000/2160684 2 6/14/96 Revis,d:09/01/98 7 performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a thud party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may widdiold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or tender unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the saute or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of as zero dollars and zero cents ($0) liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. ' 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition,the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of tine notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor FS2/276/099999-3000/2160684 2 6114/96 Revised:09/01/98 8 to fulfill its obligations trader this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor,or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation,partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status,national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the PS2276/099999-3000/2160684 2 6/14/96 Revised:09/01/98 9 meaning of die language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforeeability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (if) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and(iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS, ATTEST: a municipal co ration )A� -.G By: City Manager City Clerk APPROVED AS TO FORM: ty Attorney THE r-r"Cjn)U[MC FS2/296/099999-3000/2160684 2 6/14/96 Rc,,,,d 09/01/98 10 1 (Carpmanons require two slgnanues: One from each of the following, A. Chairman of Board, President,any Vice President, AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). (Check one) Individual Partnership Corporation CONTRACTOR: Jeffrey Robert Cullen, dba Crossroads Software (562-11-4598) By: ��m.�. Signature Notarized Ignature A e 1C CutO�, — C.'v Print Name &Title By: Notarized Signature B Print Name & Title Mailing Address: 210 W. Birch Street Suite 207 Brea, CA 92821 (END OF SIGNATURES) EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT P52276/099999-30002160684 2 6/14/96 Revised 09/01/98 11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ^lti'Cc�, State of California I fiss. �I County of On /// cr t� l-� before me, r bate /�N me and-TRIe of Officer(e.g.,'Jan Doe Notary Public") personally appeared i� ;��f %� 5i- sL��6i� Name(.)at Sigdar(e) -16 personally known to me I� ❑ proved to me on the basis of satisfactory j evidence to be the person(s) whose name(s) is/are F� }+�- - - - � subscribed to the within instrument and III LORELS L REGAIII acknowledged to me that he/she/they executed <I 1 Comirr ion#1233691 the same in his/her/their authorized s Notary Public-California £ - capacity(ies), and that by his/her/their Orange County fi My Comm.BOres5ep15,2M3 LL signature(s) on the instrument the person(s), or ; the entity upon behalf of which the person(s) fi acted, executed the instrument. I I� WITINT, my ha.d and .fficial� seal. f 2 Place Notary Seal Above v Signal..of Notary�Ga al fi OPTIONALI Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. �I Description of Attached Document I Title or Type of Document: Document Date: 'r Number of Pages: Signer(s) Other Than Named Above: �> o� Capacity(ies) Claimed by Signer I' Signer's Name: -•- , t Individual I� Top of thumb here I� ❑ Corporate Officer—Tltle(s): I� ❑ Partner—❑ Limited ❑ General j ❑ Attorney In Fact t" ❑ Trustee fi ❑ Guardian or Conservator 11 ❑ Other: )j �,v ySigner Is Representing F--r-✓ - - �— ll ©1997 National Notary Association•9350 Be Soto Ave PO Box 2402•Chatsworth,CA 91313-2402 Prod No 5907 Reorder Call Tall-Free 1-800-876-6827 • i EXHIBIT "A" SCOPE OF SERVICES Task 1: Kickoff Meeting The contractor shall hold a pre-design meeting with City staff to discuss the goals of the project and to obtain input from the City as to the deficiencies of the existing database, maps and tables and to identify the City's needs for the final software configuration and features. Task 2: Identification of deficiencies of the existing collision database After obtaining input from City staff, the contractor shall review the existing Crossroads software program and identify deficiencies in the software including but not limited to; identify misspelled or mislabeled streets names, intersections incorrectly labeled as not intersecting, missing segments of roadway. Task 3: Upgrade and correction of existing street tables and database The contractor shall rebuild and upgrade the Crossroads software based on items identified in Task 2. The Contractor shall design the system to work on City provided Window NT network computer system. The Contractor shall also fine-tune the collision software resolution so that the menu pages matches each system it is installed on. The upgraded system shall be designed to allow data input from a variety of sources including but not limited to SWITRS, or other record keeping systems or by manual data input. The system shall allow the user to do a general query based on any of the standard SWITRS data fields and then generate reports from those queries. The software shall also produce High Incident location reports, Intersection Incident reports and Mid-block Historical Reports. The software shall have the ability to product either collision diagrams for the location or GIS Based citywide maps, through Areview Mapping software. The software shall also have a Traffic Counts Management Program in a separate database for storing and managing traffic count information. The Counts Management system shall allow input of counts by directly reading files produced by a wide variety of 24-hour machine counters and count boards count software such as Jamar's family of software as well as by manual input using on-screen forms. A query module shall produce reports for locations whose counts are older than a specified date, locations with specified average daily traffic volumes, or certain turning movement count characteristics. This system also provides the traffic count information needed by the collision database to calculate collisions rates. The City Contract Officer shall provide the Contractor will all, of the current traffic volumes counts on file, for manual input by the Contractor. As new counts are obtained during the life of this contract, they will be forwarded to the Contractor for his inclusion into the program. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT F52276/099999-3000/M0684.2 6/14/96 Revisetl 09/01I98 12 The Collision Database System shall include a module to maintain a database of Traffic Citation Information. Reports that are output by this system include a Citation Log, a breakdown of monthly collision factors vs. Citations, enforcement index calculation, Bicycle Collision Sutu nary Report, Pedestrian Collision Summary Report, a Traffic Collision Log and a DUI Log. The system stores officer information that allows the user to do queries based on officer duty type (i.e. Traffic Bureau vs. Patrol) and beat Below is a summary of contractor sub tasks for this phase of the project: • The master table of all street names in the City will be updated. • A street layout table consisting of all roadway segments with distances between cross- streets and compass orientation shall be updated. • Twenty-four hour machine and turn movement count information available from the City for the last three years, input into the Counts Management program module. • A minimum five years of SWITRS collision records electronically "read" into the System and corrected for location and street name discrepancies utilizing the master list of street names. • A GIS centerline map of Palm Springs edited to include missing roadway information for the City will be provided by the contractor. • An updated license for the Crossroads Collision/Citation Database System and GIS Mapping Module will be provided to the City Engineering Department and a new license will be provided to the Police Department. The City shall provide input at the beginning of the project, secure electronic data Piles from SWITRS as necessary. Task: 4:Prepare new GIS map and link to database The contractor shall be responsible for obtaining a highly accurate digital GIS map for the project. The contractor shall verify the accuracy of the city boundaries, road intersections, segment lengths roadway alignments and that all current roadways are shown. Task: 5: Install collision system on the City network system The Contractor shall coordinate the installation of the new software onto the City's network computer system. The City's Project Director will coordinate contact with other City departments. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT rs2/276/099999 30002160684 2 6/14/96 11cvkcd 69/0498 13 Task: 6: Set up workstations The contractor will then modify one City supplied computer terminal at the Police Department and one City supplied computer terminal at the City Engineering Department to allow access to the system. The Police Department terminal shall be configured to read only collision data but permit the entry and modification of police identification records, citation records and other police module data. The engineering terminal will be configured as the "supervisor', terminal for all database records. Task: 7: Staff trainin and support The contractor will hold two six-hour training sessions on the software. This training will be "hands on" in nature. The contractor shall make a qualified training representative available by phone, modem or both for a period of 80 working days after the installation for the purpose of correcting software errors, uploading needed enhancements or modification or to provide additional technical support. The contractor shall supply 4 copies of the user's manual for each software package supplied. Task 8• The Contractor shall provide the Engineering Department and the Police Department with licenses for Crossroads software. They shall also provide a licensed copy of ArcView and MapObjects to the Police Department. Task 9: O.T.S. Required Reports The Contractor shall furnish a final report to the City and O.T.S. in accordance with the O.T.S. Grant Program Manual. The report shall be submitted in draft form to the Contract Officer and the Office of Traffic Safety thirty days prior to contract termination for their review, recommendations and approval. The Contractor shall furnish 5 printed copies of the approved final report. The final report is due thirty days after project completion. Costs incidental to the report's preparation or delivery that are incurred subsequent to the termination date of the project are not allowable. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT F52/296/099999-3000/2160684 2 6/14/96 Revised:09/01/98 14 EXHIBIT "B" SPECIAL REQUIREMENTS Section 1.8 "Additional Services shall be revised to read ... No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor and State of California. Business, Transportation and Housing Agency, Office of Traffic Safety, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Section 4.3 "Prohibition Against Subcontracting or Assignment" shall be revised to read... "Therefore, the Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City and State of California. Business. Transportation and Housing Agency. Office of Traffic Safety-'. ... Section 5.1 (c) "Automotive Insurance" shall be revised to read "A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than bodily injury liability limits of$300,000 per person and $500,000 per occurrence and property damage liability limits of$300,000 per occurrence. Said policy shall include coverage for owned, non-owned, leased and hired cars." Section 5.3 "Performance Bond" shall be waived. Section 6.3 "Ownership of Documents" shall be revised to read.... All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and the State of California. Business, Transportation and Housing Agency,- Office of Traffic Safety and shall be delivered to City and the State of California, Business, Transportation and Housing Agency, Office of Traffic Safety upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City or the State of California, Business, Transportation and Housing Agency, Office of Traffic Safety of their full rights of ownership of the documents and materials hereunder. Section 7.7 "Liquidated Damages" shall waived Section 7.8 "Termination Prior to Expiration Of Term" shall be revised to•read ... In addition the Contractor reserves the right to terminate this Agreement at anytime, with or without cause, upon thir 30 days' written notice to the City, except that where termination EXHIBIT 'B" TO CONTRACT SERVICES AGREEMENT F82276/099999-'000/2160684 2 6/14M Revised 09/01/98 15 is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. ... State Required Certification Forms The Contractor shall complete the "DRUG-FREE WORKPLACE CERTIFICATION" (STD21) and "RECORD OF MINORITY, WOMEN or DISABLED BUSINESS ENTERPRISE (M/W/DVBE) PARTICIPATION" (OTS 24) prior to the Notice to Proceed from the City being issued. Publication Contractor shall not be authorized to copyright the final report, any papers, interim reports, forms, or other material, which is a part of the work under the Contract, without the written approval from the Contract Officer and the Office of Traffic Safety. Publication rights to any documents produced are to be reserved to the Contract Officer and the Office of Traffic Safety. All reports published by the Contractor shall contain the following statement on the credit sheet: The opinions, findings, and conclusions expressed in this publication are those of the authors and not necessarily those of the Office of Traffic Safety, the National Highway Traffic Safety Administrator or the Federal Highway Administration. Both written and oral releases are considered to he within the context of publication. However, there is no intention to limit discussion of the study with small technical groups or lectures to employees or students. Lectures to other groups, which describe the project but disclose neither data nor results are permissible without advance approval. All reports shall contain the following credit line: "In cooperation with.State of California, Business, Transportation and Housing Agency, Office of Traffic Safety, the U.S. Department of Transportation, National Highway Traffic Safety Administration and Federal Highway Administration. ProiectInspection The Office of Traffic Safety, the National Highway Traffic Safety Administration, the Federal Highway Administration, and the Contract Officer may review and inspect the Contractor's activities during the progress of the program. EXHIBIT "B" TO CONTRACT SERVICES AGREEMENT F52/276/099999-30002160684.26/14/96 Re,,,ed,09/01199 16 Non-Solicitation Clause The Contractor warrants that he/she has not employed or retained any company or persons, other than a bona fide employee working solely for the consultant, or paid any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the City shall have the right to annul this Contract without liability, or, in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, connnission, percentage, brokerage fee, gift, or contingent fee. Equal Opportunity Assurance Requirement The Contractor will not discriminate against any employee or applicant for employment because of race, sex, creed, color or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, sex, creed color or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, sex, creed, color or national origin. The Contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or contract or understanding, a notice advising the labor union or worker's representative of the Contractor's commitments under this nondiscrimination clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The Contractor will permit access to books, records and accounts by the applicant agency, the state, the Federal Highway Administration and/or the National Highway Traffic Safety Administration for purposes of investigation to ascertain compliance with this nondiscrimination clause. EXHIBIT "B" TO CONTRACT SERVICES AGREEMENT FS2/296/099999A000(21606811.26N/96 Revised 09/01/98 17 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract, this Contract may be canceled, terminated or suspended in whole or in part. EXHIBIT "B" TO CONTRACT SERVICES AGREEMENT FS2276/099999-30002160684.2 6/111/96 Rev�sul 09/01/98 18 EXHIBIT 'C" SCHEDULE OF COMPENSATION Tasks below are identical to tasks identified in Exhibit A of this Agreement. Task Lump Sum 1. Kick off meeting $0.00 2. Identification of deficiencies of the existing collision database $0.00 3. Upgrade and correction of existing street tables and database 3.1 Upgrade the City's master table of all street names. $500.00 3.2 Update the City's street layout table including all roadway segments with distances $3,000.00 between cross-streets and compass orientation. 3.4 Input twenty-four hour machine and turn counts for the last three years into the Program Count Module. This information shall be provided by the City. $500.00 3.5 Input a minimum five years of SWITRS collision records electronically into the System. Check and correct data location and street name discrepancies utilizing the master list of street names.. $1,200.00 4. Prepare new GIS map and link to database $1,939.50 5. Install collision system on the City network system $0.00 6. Set up workstations $0.00 7. Staff training and support $0.00 8. Provide an updated license for the Crossroads Collision/Citation Database System and GIS Mapping Software to the Engineering Department and a new license for Crossroads Collision/Citation Database System and GIS Mapping Software to the Police Department $ 10,430.00 9. O.T.S. Required Reports $0.00 TOTAL COST $17,569.50 Lump sum Payments shall be made to the consultant upon completion of each individual task or sub-task noted above. Contractor agrees to maintain all records and other evidence pertaining to costs incurred and work performed hereunder, and shall make them available at the contractor's California office during the contract period and thereafter for a period of three years from the date of receipt of final payment EXHIBIT "C" TO CONTRACT SERVICES AGREEMENT F82/'76/099999-3000/2160684 2 6/14/96 Revised 09/01/99 19 EXHIBIT 'D" SCHEDULE OF PERFORMANCE Tasks 1 and 2 shall be completed within 30 calendar days of the "Notice to Proceed" from the City. Tasks 3 - 9 shall begin in conjunction with task 2 and shall be completed within 120 days of the "Notice to Proceed" from the City. EXHIBIT "D" TO CONTRACT SERVICES AGREEMENT F52276/099999-3000/2160684 2 6/M6 ' Revised:09/01/98 20 .ACORD CERTIFICA OF LIABILITY INSU CE DATE�ziz000 P.,�QUCER (562)493-3521 FAX (56 430-5300 THIS CERTIFICATE IS I ED AS A MATTER OF INFORMATION Alandale Insurance Agency ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 11022 Winners Circle ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 100 Los Alamitos, CA 90720 INSURERS AFFORDING COVERAGE INSURED Jeff Cullen INSURER General Star Indemnity Crossroads Software INSURERS: California Compensation 210 West Birch Street #207 INSURER C' Brea, CA 92821 INSURER D: INSURER COVERAGES 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR TWE OF N POLICY NUMBER DATEPOLICY POLICY LTR SURANCE DATE MM/DDM) LIMITS GENERAL LIABILITY IMA236171E 06/07/2000 06/07/2001 EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one Flre) $ 50,000 CLAIMS MADE FX] OCCUR MED EXP(Any one person) $ Excluded A PERSONAL&ADV INJURY $ Excluded GENERAL AGGREGATE Is 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 1,000,000 POLICY PROT LOG JEC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per Person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE S (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE S DEDUCTIBLE $ RETENTION $ $ W TIM TH- WORKERS COMPENSATION AND X TORY LIMITS ER EMPLOYERS'LIABILITY 996159817 06/06/2000 06/06/2001 E.L.EACH ACCIDENT S 1,000,000 B EL.DISEASE-EA EMPLOYEE $ 1,000,000 E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS °10 day notice of cancellation for non payment of premium Certificate holder is named as Additional Insured per CG2010 10/93 CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCE`LyED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY�6NB6kYBR'TTT MAIL City of Palm Springs *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Engineering Department ATT: Richard Jenkins 3200 Tahquitz Canyon Way t2 Palm Springs, CA 92262 A HORZED REPRE ENTATIVE I(7� ACORD 25-S(7/97) FAX: (760)323-8253 ©ACORD CORPORA ION 1988 ACORD-, CERTIFICA OF LIABILITY INSURA CE D08/28/2002' PRODUCER 714-998-3331 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION NUNES INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE LICENSE#0438944 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1815 E. HEIM AVENUE,#100 ORANGE, CA 92865 INSURERS AFFORDING COVERAGE INSURED JEFF CULLEN INSURER- A TRANSPORTATION INSURANCE COMPANY - - - DBA: CROSSROADS SOFTWARE INSURER B- - - - --�C;�- 210 W BIRCH STREET, SUITE 207 INSURER C BREA, CA 92821 INSURER o INSURER E COVERAGES SJ,. 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 AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSRI POLICY EFFECTIVE POLICY E%PIRATION' TR TYPE OF INSURANCE POLICY NUMBER DATE MMIDDIYV DATE MMIDDIVY LIMITS GENERAL LIABILITY 1 EACH OCCURRENCE $ 11000,000 A X COMMERCIAL GENERAL LIABILITY 2026554719 4/16/2002 4/16/2003 11 FIRE DAMAGE(Any one fire) S 100,000__ CLAIMS MADE I X IOCCUR I MED EXP(Any one person) S 10,000 _ - PERSONAL&ADV INJURY $ 1,000,000 F GENERAL AGGREGATE $ 2,000,000 _ GEN L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGO $ 2,000,000 POLICY JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A I ANY AUTO 12026554719 4/16/2002 4/16/2003 ' (Eaaccvmeltl) $ 1,000,000 11 IALL OWNED AUTOS I BODILY INJURY SCHEDULED AUTOS (Per person) S I X HIRED AUTOS BODILY INJURY X I NON-OWNED AUTOS (Per accitlen[) - - -- PROPERTY DAMAGE S (Per accltlenq GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S 1 ANY AUTO OTHER THAN EA ACC S AUTO ONLY AGO S EXCESS LIABILITY EACH OCCURRENCE S 4,000,000 A X_ OCCUR - CLAIMS MADE 112026554719 4/16/2002 4/16/2003 AGGREGATE S 4,000,000 $ DEDUCTIBLE $ RETENTION $ $ WC STATU OTT- WORKERS COMPENSATION AND TORY LIMITS ER -EMPCOYERS'LIABILII`! -- - - - -- - - -- -- - I E L EACH ACCIDENT $ EL DISEASE-EAEMPLOYEE $ EL DISEASE POLICYLIMIT S OTHER ,I DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS RE:ALL OPERATIONS/JOBS 10 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER ATTACHED ENDORSEMENT CERTIFICATE HOLDER X ',ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL)911VD�X0b' if9XAIL 30 DAYS WRITTEN CITY OF PALM SPRINGS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFTMY(b uaddXTAAy(XrX�"K 3200 TAHQUIZ CANYON WAY PALM SPRINGS, CA 92262 YMYau" XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX AUTHORIZED REPRESENN IV�q., �A ACORD 25-S (7/97) " I4(-� IF ©ACORD CORPORATION 1988 0 0 Policy Number: 2026554719 Commercial General Liability COMPANY Transportation Insurance Company NAMED INSURED Jeff Cullen DBA: Crossroads Software THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (FORM B) THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs 3200 Tahquiz Canyon Way Palm Springs, CA 92262 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) INSURANCE COVERAGE IS PRIMARY as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees and volunteers shall be in excess of your insurance and shall not contribute with it. WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of"your work" for that insured by or for you. CG20 10 11 85 Copyright, I.S.O. 1984