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HomeMy WebLinkAboutDarany Associates Inc; 2024-07-17; HR2405HR2405 Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR TEST DEVELOPMENT SERVICES DARANY ASSOCIATES INC. THIS AGREEMENT is made and entered into as of the _____ day of __________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Darany Associates, Inc. ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in developing selection tests and assessments. B. Contractor has the necessary experience in providing professional services and advice related to developing selection tests and assessments unique to the public sector. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 17th July HR2405 Page 2 City Attorney Approved Version 5/22/2024 City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 HR2405 Page 3 City Attorney Approved Version 5/22/2024 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.2 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.2 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 HR2405 Page 4 City Attorney Approved Version 5/22/2024 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Paul Ho Name Kristine Smith Title HR Manager Title Project Manager Dept Human Resources Address PO Box 7400 CITY OF CARLSBAD REDLANDS CA 92375 Address 1635 Faraday Ave Phone 909-913-3172 Carlsbad CA 92008 Email ksmith@daranyassociates.com Phone 760-621-1223 Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 HR2405 City Attorney Approved Version 5/22/2024 Page 5 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 HR2405 City Attorney Approved Version 5/22/2024 Page 6 the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 HR2405 City Attorney Approved Version 5/22/2024 Page 7 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 HR2405 City Attorney Approved Version 5/22/2024 Page 8 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Darany Associates, Inc. By: By: (sign here) Judy Von Kalinowski Human Resources Director Christie Jacques, President cjacques@daranyassociates.com (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Kristine Smith, Secretary ksmith@daranyassociates.com Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 24July17th HR2405 City Attorney Approved Version 5/22/2024 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Standard Test Leasing: Darany Associates Inc. provides research-based employment examinations for several public safety classifications. Services are based on an annual lease and include provision of test materials and test scoring and analysis. Annual leasing fees for these tests range from $2,000 (Telecommunicator) to $4,100 (Entry Level Police Officer and Entry Level Firefighter). Job Analysis: Darany Associates conducts on-site job analysis to document the essential job functions and relevant knowledge, skills, and abilities for job classifications or job families. Depending on project size, the cost for this service typically ranges from $2,000- $5,000. Custom Test Development: Darany Associates provides customized assessment instruments based upon client specifications or our own job analysis. Services include the full range of testing instruments (written tests, oral examinations, performance exercises, training and experience evaluations) for a wide range of classifications (clerical, administrative, professional, technical, public safety promotional, etc.). Depending on the type of product, the cost for custom tests typically ranges from $2,500-$6,500. Training: Darany Associates provides training on selection related topics such as job analysis, test development, and test administration. The cost for such training is $1,500 per day which includes travel expenses and materials. Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857-----•::,"._ ........... I"" ........ --·,..,-,-._, ... -----,-, ........... , ___ ---· ........ ---·-~ Polley Number: ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 7/1/2024 Date Entered: 1117/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIACATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER DuBois Insurance Agency. Inc. ~2:r:cr Tami DuBois P.O. Box 586 r.~~NJ!_ e~,. (909)888-5300 I rM llol: (909)768-6878 ~o~~ss: taml@duboisagency.com Calimesa, CA 92320 INSURER(S} AFFORDING COVERAGE NAIC# INSURERA: Gemini Insurance Company 10833 INSURED Darany Associates, Inc. INSURERS: Christine Jacques INSURERC : 1515 Helena Lane INSURE.RD: Redlands, CA 92373 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLJCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POI.ICY EFF POUCYEXP LIMITS LTR l1wc,n luo,n POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -::::J Cl.AIMs-MADE □ OCCUR l»UW\u<: l U """" c:u p1>icu 1c,i::c, /Ea $ ,_ MED EXP [Arw one person) $ PERSONAL & ADV INJURY $ -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ R □PRO· DLoc PRODUCTS -COMPIOP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY fE~=;~f INGLE LIMIT $ -ANY AUTO BODJL Y INJURY (Per person) $ -O'MIED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per aa:idenl) $ --HIRED NON-OWNED rp~~~tFAAGE s -AUTOS ONLY -AUTOS ONLY $ UMBRELLA LIAB 1--i OCCUR EACH OCCURRENCE s -EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION s $ WORKERS COMPENSATION I PER I l~n-AND EMPLOYERS" LIABILITY STATUTE YIN #N PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED7 (Mandatory tn NH) E.L DISEASE-EA EMPLOYEE $ ~s, desaibe Lllder SCRIPTION OF OPERATIONS below E. L DISEASE -POLICY LIM IT s A Professional Liability VNPL014228 11/2812023 ~1/28/2024 Each Occurrence $1,000,000 Gen. Aggregate $1,000,000 DESCRIPTION Of OPERATIONS/ LOCAllONS / VEHICLES (ACORD 101, Addltlonal Rem111'.1 Schedule, may be attached If more apace II rtqulred) 30-day written notice of termination, cancellation, nonrenewal or material alteration of the policy and a 10-day written notice of cancellation for nonppayment provided to all additional insureds and certificate holders. The City of Carlsbad Is named as additional insured. CERTIFICATE HOLDER CA NC ELLA TION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Human Resources Dept. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Avenue Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE ~~ - I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 ___ .,. ... 1::,11 -•■•-■-,--■-• --• ,--,·-• ------■-I --• , ___ ---■ I ........ -----■-- Policy Number: VNPL014228 Insured Name: Darany Associates, Inc. Number: 1 VP 07 83 0717 Effective Date: 11/28/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: Professional Liability Coverage Part I. Section VIII. DEFINITIONS, paragraph G. lnsured(s), is amended to add the following provisions: Insured includes as an additional Insured any person or organization for whom the Named Insured is performing Professional Services when the Named Insured and such person or organization have agreed in writing in a contract or agreement, prior to the performance of Professional Services, that such person or organization be added as an additional Insured on the Named lnsured's policy. This endorsement shall only apply to Claim Expenses with respect to Claims made against such additional Insured arising solely out of Wrongful Acts of the Named Insured in the performance of Professional Services for the additional Insured. The Company will not pay any Loss on behalf of the additional Insured. Such person or organization is an additional Insured only with respect to the Named lnsured's ongoing performance of Professional Services for the additional Insured. A person's or organization's status as an additional Insured under this endorsement ends when the Named lnsured's Professional Services for that additional Insured are completed. II. Section IV. EXCLUSIONS, paragraph L. Insureds versus Insureds, is deleted in its entirety and replaced with the following: L. Insureds versus Insureds Claim by or on behalf of any Insured, or any present or former shareholder, partner, officer, director, or employee of any Insured, against any other Insured. However, this exclusion shall not apply to any Claim made against the Named Insured by any person or organization considered an additional Insured and that would otherwise be afforded under this Policy. Endorsement Premium: Included All other terms and conditions of this Policy remain unchanged. VP 07 83 0717 © Vela Insurance Services All Rights Reserved Page 1 of 1 06/15/2006 27 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product.[explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $[explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) H:\WORD\Insurance\Admin Order #68.doc Docusign Envelope ID: 38F95D8F-B1D7-4762-917F-82E05094F857 □ Iii Iii □ □ ■ Debbie Porter -HR 07/01/24 GL, AL & Workers' Comp Darany Associates, Inc. Requested a waiver for GL, AL & workers' comp. This contractor does not come onsite and the contract is for test development only. 7/11/2024