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HomeMy WebLinkAboutAgenda Report - February 1, 2012 C-07AGENDA ITEM CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Authorize City Managerto Execute Amendment to Professional Services Agreement with Robert Half Technology ($60,000). MEETING DATE: February 1,2012 PREPARED BY Information Systems Manager RECOMMENDEDACTION: Authorize City Manager to Execute Amendment to Professional Services Agreement with Robert Half Technology ($60,000). BACKGROUND INFORMATION: The City's Network Administrator position was vacated by a departing employee in September 2011. The position was temporarily filled by a contractor hired through Robert Half Technology. Acting within his signing authority, the City Manager entered into a not -exceed -$20,000 agreement with the Half organization. In the meantime, the City conducted a full recruitmentfor the position last fall and the contract employee, who also applied for the full time appointment, was selected as being the most qualified applicant. As is typical, the Half agreement stipulates that a fee will be paid by the contracting party if the employee is hired permanently. Staff negotiated a zero -fee arrangement if the contract employment lasted approximately six months (until April 6, 2012). Authorizing the City Manager to execute the amendment to this agreement will eliminate the need to pay the fee, which would be 35 percent of the position's annual salary, or approximately $29,000. Staff believes this is the most cost- effective approach to handling the conversionfee. Staff anticipatesthe annual personnel costs for this position to be significantly less than the contract rate. Staff recommends amending the professional services contract with the Robert Half Technology organization and authorizing the City Manager to exceed the current $20,000 limit for this service, which will give the City ample time to transition the incumbentfrom contractorto regular city employee status. FISCAL IMPACT $60,000 or less. FUNDING: Included in FY 2011/12 Budget: 100411.7323 Jordan Ayers Deputy City Manager/Internal Services Director Prepared by: Steve Mann. Information Systems Manager APPROVED: f` A m Konradt Bartlam, City CONTRACTAMENDMENTAGREEMENT ROBERT HALF INTERNATIONAL INC., dba ROBERT HALF TECHNOLOGY THIS CONTRACT AMENDMENT made and effective this 1st day of February. 2012, by and between the CITY OF LODI, a municipal corporation, hereinafter called "CITY, and ROBERT HALF INTERNATIONAL INC., doing business through its division, ROBERT HALF TECHOLOGY, hereinafter called "Contractor." WITNESSETH: 1. CONTRACT: Contractor and City, entered into a contract for Robert Half International Inc., dba Robert Half Technology, on October 3, 2011, providing that the contract could be amended by mutual agreement of the parties. 2. TERM AND TERMS: The term of the Amended Contract shall be for the period commencing on February 1, 2012 and terminating April 30, 2012. All other terms and conditions will remain as set forth in the Contract for Robert Half International Inc., dba Robert Half Technology, attached hereto as Exhibit A and made a part hereof as though fully set forth herein. 3. Exhibit B shall be amended to increase the not to exceed amount to $60,000. The not to exceed figure is inclusive of and not in addition to the original $20,000 not to exceed amount. IN WITNESS WHEREOF, Owner and Contractor have executed this Contract Extension Agreement on ,2012. CITY OF LODI, a municipal corporation ROBERT HALF INTERNATIONAL INC., dba hereinabove called "Owner" ROBERT HALF TECHOLOGY, hereinabove called "Contractor" KONRADT BARTLAM City Manager Attest: By: Title: RANDI JOHL City Clerk Approved as to Form: JANICE D. MAGDICH Deputy City Attorney JACA\CITY\Contracts\Consulting or Professional Services\ContractExtension20l2-Robert Halflntnl.doc EXHIBIT A AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIESAND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on October 3 2011, by and between the CITY OF LORI, a municipal corporation (hereinafter "CITY"), and RobertHalf International Inc., doing business through its division, Robert Half Technology, (hereinafter"CONTRACTOR).' Section 1.2 Purpose CITY selected the CONTRACTOR to providethe services required in accordancewith attached Scope of Services, ExhibitA, attached and incorporated by this reference. CITY wishes to enter into an agreementwith CONTRACTOR for IT SUPPORT SERVICES (hereinafter "Project") as set forth in the Scope of Services attached here as ExhibitA. CONTRACTOR acknowiedges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in ExhibitA. CITY agrees to comply with CONTRACTOR's terms and conditions as set forth in ExhibitA (General Conditions of Assignment). Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed From CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope cf Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documentswithin the appropriate time frames. The reviewtime by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also. any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR'scapabilitiesand on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless dgreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right Cr approval of all original, 'additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope cf Services (ExhibitA) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, of will have at the time this Agreement is executed, all licenses, permits, qualifications: insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvalswhich may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval cf CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes cf providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on October 3, 2011 and terminates upon the completion of the Scope of Services or on October 3, 2012, whichever occursfirst. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensationfor all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additionalwork is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoicesfor completed work on a weekly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect cf the Scope of Services said work is attributable as set forth in Exhibit A. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal provided in Exhibit B. \ Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services provided under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative,with necessary informationand assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records directly pertainingto performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information reasonably requested and shall permit CITY or its delegate access to its premises, upon reasonable notice. during normal business hours for the purpose of inspecting and copying such books, records, accounts, and other material that are directly relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such recordsfor a period of three (3) years after final payment underthis Agreement ARTICLE 4 IIIISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services underthis Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status. national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance hi perfoiming services under this Agreement, CONTRACTOR shall comply with the applicable Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. CONTRACTOR shall only be responsiblefor and shall bear all costs associatedwith ensuring that all requirements of the ADA are satisfied with respect to any and all CONTRACTOR's employees performing services on an individual basis which shall not include material improvements to CITY's premises including but not limited to accessfor ingress or egress, or infrastructure improvement. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors. officers, and employees from and against any third party claims, damages, losses: and expenses (including reasonable attorney's fees), directly arising out of performanceof the services to be performed under this Agreement, provided that any such third party claim, damage, loss, or expense is caused by the negligent acts, or omissions of CONTRACTOR, anyone directly empioyed by CONTRACTOR, except those injuries or damages arising out of the negligence of the City of Lodi or its officers or agents. Notwithstanding anything to the contrary herein, CONTRACTOR shall not be liable for any claims for infringement of intellectual property rights resultingfrom (a) anything which indemnified parties provide which is incorporated into the work product, (b) CONTRACTOR's compliance with any designs, specifications, or instructions providedby indemnified parties or by a third party on an indemnified party's behalf; (c) indemnified partyfies's modification of the work product; or (d) the combination, operation, or use of the work product with other products. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services, except as expressly provided herein. CONTRACTOR is a temporary staffing firm and is not in the business of providing project -based services or deliverables. CONTRACTORshall be compensated on an hourly basis only as set forth in Exhibit A. 4 Section 4.6 insurance Requirements for CONTRACTOR CONTRACTOR shall maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the priorwritten consent cf CITY. Consent to any such transfer shall be at the sole discretion cf CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personaily served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: To CONTRACTOR: Robert Half Technology 1776W March Lane, Suite 200 Stockton, California 95207-6450. A copy of any notice sent to CONTRACTOR shall also be sent to Robert Half Internationalinc., 2613 Camino Ramon, San Ramon, California 94583-9128, and Attention: Client Contracts Department, (415) 402-6970 (facsimile). Section4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevantto the Scope of Services Section 4,10 CONTRACTOR is Not an Employee cf CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shalt act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accompiishment of the services and work to be performed hereunder. CITY. however; retains the right to require that work performed by CONTRACTOR meet specific standards withou?regard to the manner and means of accomplishment thereof. Section 4.99 Termination Either party may terminate this Agreement, with or without cause, by giving the other party at least ten ( 10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liabilityfor costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTORwith third parties in reliance upon this Agreement. Section 4.42 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public RecordsAct. Section4.13AD0icable Law. Jurisdiction, Severabifitv,and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflictwith said laws. but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 Citv Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. 6 Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevaif All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports. analyses, audits. computer media, or other material documents or data. and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmlessfrom any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the partiesto execute this Agreement. Section 4.21 rilf the box aPeeve is checked, the Federal Transit Fu nding conditions attached as Exhibit apply to this contract. In nt of a conflict between the terms of this contract or any cf its other exhibits, and the i Federal "Vansit Funding Conditions, the Federal Transit Funding Conditionswill control. a Section 4.22 Branch Limitation. This Agreement is only applicableto: and the only Robert Half Internationallnc., branch and division obligated under this Agreement is, the Robert Half Technology division of the branch located at 1776W March Lane, Suite 200, Stockton, California 95207-6450. Section 4.23 Background Checks. In addition to completingthe referencechecks identified in Exhibit A and to the extent permitted by applicable law, CONTRACTORwill engage a third party vendor to complete a seven (7) year criminal background investigation for all state felony convictionsand pending charges and state misdemeanor convictions and pending charges for crimes of dishonesty or violence in every county where the individual has resided or worked within the U.S.in the last seven (7) years as stated on his or her application; and to conduct a 5 panel urine drug screen. The results of the drug screen will be provided directly to CITY; CITY will notify CONTRACTOR of CONTRACTOR's employee's eligibility for assignment. If CITY requests a copy of the Report, CITY agrees (i)to keep the Report strictly confidential and to use the Report for employment purposes only; and (ii) to adhere to the Notice to Users of Consumer Reports: Obligations of Users Under the FCRA which can be found at htto://www,ftc.gov/os/2004/07/040709fcraappxh.pd. Section 4.24. Survivability. The following clauses shall survive the expiration or termination of this Agreement: Section 2.1 (Scope of Services); 2.6 (Term); Section 3.1 (Compensation); Section 3.2 (Method of Payment); Section 3.3 (Costs); 4.3 (Indemnification and Responsibilityfor Damage); 4.6 (Insurance Requirementsfor Contractor); 4.8 (Notices); 4.11 (Termination); 4.12 (Confidentiality); 4.13 (Applicable Law, Jurisdiction, Severability, and Attorney's Fees); and 4.22 (Branch Limitation). Section 4.25 Modification of Contractor's General Conditions of Assignment. CONTRACTOR agrees that in ExhibitA (Scope cf Services) in the last sentence in the provision opposite the heading "Limitation on Liability" in the General Conditions of Assignment is deleted and replacedwith the following: "We will not be liable for incidental, indirect or consequently damages or lost profits; and for liabilities required to be insured by Section 4.6 of this Agreement, City agrees to limit all claims for damages under this Agreementto the applicable policy limits. For uninsured liabilities, City agrees that the maximum liabilityfor any specific assignmentwill not exceed the fees actually paid to CONTRACTOR for that assignment." Section 4.26 Modification of Contractor's General Conditions of Assianment. CONTRACTOR agrees that in ExhibitA (Scope of Services) in the last paragraph in the provision opposite the heading "Client's Responsibilities" in the General Conditions of Assignment is hereby deleted. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST: C' RANDI JOk,"—� KONRADT SARTLAM, City Manager City Clerk APPROVED AS TO FORM: ROBERT HALF INTERNATIONAL INC. EOE: D. STEPHEN SCHWABAUER, City Attorney JANIC GDICH, ty City Attorney By: By Na e: �iYw�r V�� X1/1 Title: Attachments: ExhibitA — Scope of Services Exhibit B — Fee Proposal ExhibitC — Insurance Requirements CArev.01.2011 SHRobert Half® Technology October 3,20 11 STEVE MANN CITY OF LODI 221 W PINE ST LODI, CA 95240-2019 Dear Steve, Job Order Number: 00450-112873 Thank you for selecting Robert Half Technology to meet your staffing needs. Matthew Casson is scheduled to start with City of Lodi as a Network Administrator on 10-03-2011. Please find the enclosed General Conditions of Assignment and Terms of Payment for your review. Our professional will submit either a time sheet or an electronic time record for verification and approval at the end of each week. Your approval thereby will indicate you have read and agree to the Robert Half Technology General Conditions of Assignment and Terms of Payment. With more than 100 locations in North America, Europe and Asia, Robert Half Technology is a leading provider of technology professionals on a consulting basis. We are a division of Robert Half International, the world's leader in specialized consulting and staffing services since 1948. Please do not hesitate to contact us if you have any questions or we can be of additional service. We look forward to working with you. Sincerely, Robert Half Technology 1776 W March Lane Suite 200 Stockton, CA 95207 (800)793-5533 0 Robert Half International Inc., 2011. All rights reserved. An Equal Opportunity Employer (08/11) GENERAL CONDITIONS OF ASSICy° MEN 1 Thank you for your confidence in Robert 11a1/'7'echnology. Our professional is assigned to you under the following General Conditions of Assigninent and the enclosed Terms of Payment. Scope of We usually check references by asking specific questions to select past employers with regard to qualifications and wort. Background history. These types of checks arc generally done the first time we place that individual on an assignment. W e do riot Inquiries recheck references after this initial placement process has been completed. 'Chere are substantial legal restrictions oil the use and communication of various types of personnel -related information. We have not screened for drug use, administered it medical exam, conducted a criminal background check, or engaged in any verification process other than these reference checks, You should conduct such additional or more recent reference inquiries of past employers or verify such other items as you deem appropriate for the position. If you would like to obtain further background information about the professional, we would be glad to refer you to third party agencies who have agreed to perform additional background checks for our clients at a competitive price. If you choose to directly cmlploy one of our professionals, we arc willing to provide you with the results of any reference checks that we have perflormed, to rix; extent permitted by law. ...._.._.... _.. ............. ___.. _._...._.-- Client's Supervision of our professional's work is your responsibility. Our professional is only authorized to perform work Responsibility within the scope ofthe assignment. It is expressly understood that our professionals are not authorized to sign contracts, statements, or binding agreements on your behalf or ort behalf of Robert Half Technology. You shall not permit or require our professional to make any final decisions on your behalf with regard to systent design, software development, or acquisition of hardware or software, nor permit or require our professional to make any management decisions. It is understood that you are responsible for implementing and maintaining usual, customary and appropriate internal accounting procedures and controls, infernal controls and other appropriate procedures and controls (including; 'information technology, proprietary information, creative designs and trade secret safeguards) for your company and we shall not be responsible for any losses, liabilities or claims arising from the lack of such controls or procedures. Under no circumstances will you permit our professional to sign, endorse, wire, transport or otherwise convey 'ash, securities, checks, or any negotiable instruments or valuables, It is understood that you have full responsibility For providing safe working conditions, as required by law, including ensuring that safety plans exist for and safety rciawd training is provided to our professional working on your premises. If this assignment is for work to be performed under a Government contract or subcontract, you will notify us immediately (I) of any obligations in the government contract or subcontract relating to wages, and (2) if `Ne arc legally required to initiate 1r -Verify verification procedures for our professional assigned to you. It is understood that we will not authorize our professional to operate machinery (other than office machines) or automotive equipment. It is agreed that you accept full responsibility for, and that we do not maintain insurance to cover any injury, damage, or loss that may result from your failure to comply with the foregoing. It is Understood that you are responsible for reporting any claim to us in writing during or within ninety (90) days after the assigrtrnent. Under no circumstance will Robert 11alf Technology be responsible for any claim related to work performed unless you have reported such claim in writing to us within ninety (90) days after termination of the assignment. Confidentiality Our professional will agree to execute any confidentiality agreement you may require. You arc responsible for obtaining our professional's signature. You aarcc to hold in confidence the social security number and other legally protected personal information of our professional and to implement and maintain reasonable security procedures and practices to protect such irilbrtnation from unauthorized access, use, modification or disclosure. ---_._......_..._._. _._.._..__ __....._.................. .._, Limitation on Ale make no express or implied warranty, including, but not limited to any warranty of quality, performance, Liability nerchantability or fitness fi>r any purpose with respect to any services performed or any goods provided, including, but lot limited to, financial, accounting services or software developed for you. We will not be liable for incidental, indirect )r consequential damages or lost profits, and our maximum liability for any specific assignment, in any case. will not ;exceed the fees actually paid to us for that assignment. ---- Employment Tares and Withholdings Insurance I Robert Half TechiMlo y will handle, to the extent applicable. any workers' compensation insurance. federal, state and local withholding taxes a rid unemployment taxes, as well as social security, state disability insurance or other payroll charges. { In addition to workers, compensation insuranwlso niaintain commercial liability insurance and employer's liability insurance. No Contrary These Gencral Conditions of Assignment contain the complete and final agreement on the topics they address. and they Agreements au:persede any prior agreements or understandings on these topics. Our professionals do not have authority either to :verbally modify these General Conditions of Assignment or to assume additional responsibilities other than those set forth in these C:reneral Conditions of Assignment. Job Order: 00450-112873 Date: 10-03-2011 1770 W Mauch Lane. Suite 200, Stockton, CA 95207 TERMS OF PAYMENT "Thank ,you fbr your confidence in Robert Ilai1 Techrmlogv. Our professional for the assignment of a Network Administrator is Matthew Casson. The assunrincw will start on 10-03-2011. As verbally agreed or otherwise comnn.nicated, we will invoiceyour firm at the rate. of $53.00 per hour. Should ,you Wish to use our professional for other assignments, please feel free to do so. The hourly billing rate may then change to reflect the experience necessary to complete the assigmnew. Cali Robert half Teehrolohv fir any changes in the assignment. We request a minimum thirty (30) days notice prior to endintr, awv asslLnnlent. Our professional is assigned to you under the following'Tenrts ofPaynrcnt: Guarantee Robert Ila tf Technolgw guarantees your satisfaction with our professional's services by extending to you a three-day (24 hours) guarantee period. )f, for any reason, you are dissatisfied with the professional assigned to yyou, 16hert IM11 Iechnolggr, will riot charge for the first twenty-four hours worked, provided that Robert flalf'Cecthnol(�gy replaces the individual assigned. Ur less you contact us before the end of the first 24 hours guarantee period, you agree that our professional assigned is satisfactory. We make no other warranty, either express or implied. Time Sheet Our professional will submit either a time sheet or an electronic time record for verification and approval at the end of each week. Your approval thereby indicates your acknowledgement of the General Conditions of Assignment and these Tcrms of Payment. Our compensation to our assigned professional is on a weekly basis, and you will be billed weekly for the total hours worked, including time spent completing, revising, and/or resubmitting atime sheet or electronic time record during business hours, and we ask that you respect those guidelines. Because Robert Half Technology invoices reflect payroll we have already paid. our invoices arc due upon receipt. Applicable sales and service taxes shall be added to these invoices. In the event that you fail to pay the invoice when due, you agree to pay all of our costs of collection, including r asonable attorneys' fees, whether or not legal action is initiated. Additionally, we may, at our option, charge interest on any overdue amounts at a rate of the lesser of 1 1/2% per month or -the highest rate allowed by applicable law from the date the amount first became due. 03 ?Crtirnc lf'applicable, overtime will be billed at 1.50times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. hiring the Person Referrec to You After you evaluate the performance and potential of our professional on the job, you may wish to employ this person directly. Our professionals represent our inventory of skilled employees and in the event you wish them converted to your employ or another employer to whom you refer them, you agree to pay a conversion fee. The conversion fec is payable if you hire our professional assigned to you, regardless of the employment classification, on either a fitff-time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the hast day of the assignment. You also agree to pay a conversion fee if our professional assigned to you is hired by a subsidiary or other related company or business as a result of your referral of our professional to that company. The conversion five will ;,equal 35% of the professional's aggregate annual compensation, including bonuses File conversion fee will he owed and invoiced upon your hiring of our professional, and payment is due upon receipt of his invoice. The same calculation will be used if you convert our professional on a part-time basis using the 1101-tirne equivalent salary; however, the conversion fee will not be less than S 1,000. Creneral Robert flalf 1 echnolog;l, may increase our rates provided under the Terms of Payment to reflect increases in our own Conditions costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. We will provide written or verbal notice of the increase in our rates. Any increase in our rates will be prospective, starting as of the effective state Robert Half echnok,c v specifies. Our. professional is also assigned to you under the General Conditions of Assignment, a copy of which has been provided. Job Order: 00450-112873 Date: 10-03-2011 1776 W March lane, Suite 200, Stockton, CA 95207 Exhibit B Fee Proposal: Bill Rate will be $53 per hour for Network Administrator position. Contract total not to exceed $20,000 CONTRACTOR shall have no obligations to continue performance once the not -to -exceed dollar amount limitation has been attained. CITY shall havethe responsibility to monitor fees charged in relation to the not -to -exceed amount. CITY will either terminate the Agreement or increasethe not -to -exceed amount prior to attainment of the not -to -exceed dollar amount limitation. CITY shall be responsible for all charges for Services in the eventCITY fails to notify CONTRACTORof termination of this Agreement or an increase of the not -to -exceed amount. Osborne. Ken (00450) Ken Osborne Account Executive Robert Half Technology - "we get IT, we speak IT, we know IT" Phonew209-513-9885 cellm 925-352-8975 faxm209-474-7152 Seo me at: From: Randolph Goddard, Rosalia (HQP) Sent: Tuesday, October 11, 20112:07 PM To: Osborne, Ken (00450) Subject: RE: City of Lodi Agreement - Confidential Communication - Attorney/Client Privileged Communication Hi Ken, It is okay for the candidate to do a 980 shift. We do not need to modify the contract as we are not going to charge the client for any overtime for the 980 shift. Please note: Prc-approved overtime hours worked above the 980 shift, can and will be billed to the Client. Warmly, Kosie Goddard, Esq. Client Contracts Department Robert Half international Inc. 2613 Camino Roman San Ramon, California 94583 Direct: 925.91.3.2957 e-mail: rosalia.randolph.goddard@rhi.com Prepared by RHI Attorney 1 Exhibit C Insurance Requirements: Insurance Requirements for Contractor The Contractor shall maintain insurance coverage as listed below. These insurance policies shall protect the Contractor and any subcontractor performingwork covered by this contract from third party claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this contract, whether such operations be by Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: 1. GENERAL LIABILITY 2. AUTOMOBILE LIABILITY $1,000,000 Ea. Occurrence $1,000,000- Ea. Occurrence NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95241-1910; (2) The insurance certificate must state, on its face or as an endorsement, a description cf the project that it is insuring. A copy of the certificate of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Such insurance outlined in 1 and 2 above shall also apply to the City of Lodi, its elected and appointed Boards. Commissions, Officers, Agents, Employees, and Volunteers as additional insureds but only for third party claims causing bodily injury or property damage as a result of negligence. (This endorsement shall be on a form Furnished to the City and shall be included with Contractor's policies.) (b) Primary Insurance Endorsement Such insurance outlined in I and 2 above eds shall apply as primary insurance. Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not contributingwith the insurance afforded by this endorsement. (c) Severability of Interest Clause The term "insured" is used severally and not collectively. but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability or transfer any rights or duties (d) Notice cf Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the companywithout 30 days' priorwritten notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240; but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. Compensation Insurance The Contractor shall take out and maintain during the life of this contract, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurancefor all cf the iatter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurancefor the protection of said employees. A waiver of subrogation is required for workers compensation insurance. This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice cf such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240; but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. NOTE: No contract agreementwill be signed nor will any v uk begin on a project until the proper insurance certificate GENERAL CONDITIONS OF ASSIGNMENT 110* you for your confidence in Robert Ha f Technology Our professional is assigned to you under the following General Conditions of Assignment and the enclosed Temps of Pavment. Scope of We usually check references by asking specific questions to selectpast employers with regard to qualifications and work Background history. These types of checks are generally done the first time we place that individual on an assignment. We do not Inquiries recheck references after this initial placement process has been completed. There are substantial legal restrictions on the use and communication of various types of personnel -related information. We have not screened for drug use, administered a medical exam, conducted a criminal background check, or engaged in any verification process other than these reference checks. You should conduct such additional or more recent reference inquiries of past employers or verify such other items as you deem appropriate for the position. If you would like to obtain further background information about the professional, we would be glad to refer you to third party agencies who have agreed to perform additional background checks for our clients at a competitive price. If you choose to directly employ one of our professionals,we are willing to provide you with the results of any reference checks that we have performed, to the extent permitted by law. Client's Supervision of our professional's work is your responsibility. Our professional is only authorized to perform work Responsibility within the scope of the assignment. It is expressly understood that our professionals are not authorized to sign contracts, statements, or binding agreements on your behalf or on behalf of Robert Half Technology. You shall not permit or require our professional to make any final decisions on your behalf with regard to system design, software development, or acquisition of hardware or software, nor permit or require our professional to make any management decisions. It is understood that you are responsible for implementing and maintaining usual, customary and appropriate internal accounting procedures and controls, internal controls and other appropriate procedures and controls (including information technology, proprietary information, creative designs and trade secret safeguards) for your company and we shall not be responsible for any losses, liabilities or claims arising from the lack of such controls or procedures. Under no circumstances will you permit our professional to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables. It is understood that you have full responsibility for providing safe working conditions, as required by law, including ensuring that safety plans exist for and safety related training is provided to our professional working on your premises. If this assignment is for work to be performed under a government contract or subcontract, you will notify us immediately (1) of any obligations in the government contract or subcontract relating to wages, and (2) if we are legally required to initiate E -Verify verification procedures for our professional assigned to you. It is understood that we will not authorize our professional to operate machinery (other than office machines) or automotive equipment. It is agreed that you accept full responsibility for, and that we do not maintain insurance to cover any injury, damage, or loss that may result from your failure to comply with the foregoing. It is understood that you are responsible for reporting any claim to us in writing during or within ninety (90) days after the assignment. Under no circumstance will Robert Half Technology be responsible for any claim related to work performed unless you have reported such claim in writing to us within ninety (90) days after termination of the assignment. Confidentiality Our professional will agree to execute any confidentiality agreementyou may require. You are responsible for obtaining our professional's signature. You agree to hold in confidence the social security number and other legally protected personal information of our professional and to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure. Limitation on We make no express or implied warranty, including, but not limited to any warranty of quality, performance, Liability merchantability or fitness for any purpose with respect to any services performed or any goods provided, including, but not limited to, financial, accounting services or software developed for you. We will not be liable for incidental, indirect or consequential damages or lost profits, and our maximum liability for any specific assignment, in any case, will not exceed the fees actually paid to us for that assignment. Employment Robert Half Technologywill handle, to the extent applicable, any workers' compensation insurance, federal, state and Taxes and local withholding taxes and unemployment taxes, as well as social security, state disability insurance or other payroll Withholdings charees. Insurance In addition to workers' compensation insurance, we also maintain commercial liability insurance and employer's liabilitv insurance. No Contrary These General Conditions of Assignment contain the complete and final agreement on the topics they address, and they Agreements supersede any prior agreements or understandings on these topics. Our professionals do not have authority either to verbally modify these General Conditions of Assignment or to assume additional responsibilities other than those set forth in these General Conditions of Assignment. Job Order: 00450-112873 Date: 10-03-2011 1776 W March Lane, Suite 200, Stockton, CA 95207 TERMS OF PAYMENT Thank you for your confidence in Robert Halfl'echnology. Our professional for the assignment of aNetwork Administrator is Matthew Casson. The ras ent will start on 10-03-2011. As verbally agreed or otherwrse communicatedwe wrll invoice your firm at the rate of $53.00 per hour. Should you se our professional for other assignments, pleasefeefree tot the expenence necessary to the assitCall Robert Half Technology forarty changdays notice prior to ending gnment Our professional is assigned to you under the following Temps of Payment: Guarantee Robert Half Technology guarantees your satisfaction with our professional's services by extending to you a three-day (24 hours) guarantee period. If, for any reason, you are dissatisfied with the professional assigned to you, Robert Half Technology will not charge for the first twenty-four hours worked, provided that Robert Half Technologyreplaces the individual assigned. Unless you contact us before the end of the first 24 hours guarantee period, you agree that our professional assigned is satisfactory. We make no other warranty, either express or implied. Time Sheet Our professional will submit either a time sheet or an electronic time record for verification and approval at the end of each week. Your approval thereby indicates your acknowledgement of the General Conditions of Assignment and these Terms of Payment. Our compensationto our assigned professional is on a weekly basis, and you will be billed weekly for the total hours worked, including time spent completing, revising, and/or resubmitting a time sheet or electronic time record during business hours, and we ask that you respect those guidelines. Because Robert Half Technology invoices reflect payroll we have already paid, our invoices are due upon receipt. Applicable sales and service taxes shall be added to these invoices. In the event that you fail to pay the invoice when due, you agree to pay all of our costs of collection, including reasonable attorneys' fees, whether or not legal action is initiated. Additionally, we may, at our option, charge interest on any overdue amounts at a rate of the lesser of 1 1/2% per month or the highest rate allowed by applicable law from the date the amount first became due. Overtime If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. Hiring the After you evaluate the performance and potential of our professional on the job, you may wish to employ this person Person Referred directly. Our professionals represent our inventory of skilled employees and in the event you wish them converted to to You your employ or another employer to whom you refer them, you agree to pay a conversion fee. The conversion fee is payable if you hire our professional assigned to you, regardless of the employment classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the last day of the assignment. You also agree to pay a conversion fee if our professional assigned to you is hired by a subsidiary or other related company or business as a result of your referral of our professional to that company. The conversion fee will equal 35% of the professional's aggregate annual compensation, including bonuses. The conversion fee will be owed and invoiced upon your hiring of our professional, and payment is due upon receipt of this invoice. The same calculation will be used if you convert our professional on a part-time basis using the full-time equivalent salary; however, the conversion fee will not be less than $1,000. General Robert Half Technology may increase our rates provided under the Terms of Payment to reflect increases in our own Conditions costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. We will provide written or verbal notice of the increase in our rates. Any increase in our rates will be prospective, starting as of the effective date Robert Half Technology specifies. Our professional is also assigned to you under the General Conditions of Assignment, a copy of which has been provided. Job Order: 00450-112873 Date: 10-03-2011 1776 W March Lane, Suite 200, Stockton, CA 95207 r ® A� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 11/15/2011 City of Lodi the terms and conditions of the policy, certain policies may require an endorsement. A statement o th is certificate does not confer rights to the certificate holder in lieu of such endorsement(s). APPROVED PRODUCER 1-818-539-2300 221 W Pine � E•9Bfl 0 t`@ialf Certificates Arthur J. Gallagher & Co. Insurance Brokers of California, Inc. License #07262 505 North Brand Boulevard, Suite 600 Lodi, CA 95240 FAX 818-539- 463 AIC No:818-539-1801 p g; o f cer ificates@ajg.com INSUR S AFFO WING COVERAGE NAIC# Glendale, CA 91203-3944 INSURERIA 1 Insuran a Company 20281 INSURED Co of the State of PA 19429 Robert Half International Inc. INSURER tive Risk Indemnity Inc 35181 INSURER D' 2613 Camino Ramon INSURERE: San Ramon, CA 94583 INSURER F : 'OVERAGESCERTIFICATE NUMBER: 24087485 REVISION NUMBER: THIS S 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, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ISR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF (MM/DO/YYYY� POLICYEXP (MM/DD/YYYY) LIMITS A GENERAL LIABILITY 35796687 06/01/1 06/01/12 EACH OCCURRENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FIOCCUR DAMAGE TO REN I ED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Anyone person $ 10-000 PERSONAL& ADV INJURY $2,000,000 X Stop Gap Employer Liab X I in OR, WA, WY, ND GENERALAGGREGATE $2,000,000 GENL AGGREGATE LIMITAPPLIES PER PRODUCTS- COMP/OPAGG $ 2.000,000 Employer Liability $ $1,000,000 X POLICY PRO- LOC A AUTOMOBILE LIABILITY 06 O1 1 015/01/12 COMBINED SINGLE LIMIT (Ea acciderA S 1,000,000 BODILY INJURY(Per person) $ X ANYAUTO BODILY INJURY(Per accident) $ A�8YNED R6V8RULED ANUOTN-OWNED PROPERTYDAMAGE $ accident) X X HIREDAUTOS AUTOS(Per A UMBRELLALIAB PX OCCUR 79217107 06/01/11 06/01/12 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE X I RETENTION $ 0 $ B B B �(�� �&�q �s;�q�{ ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICE "EMBER EXCLUDED? N❑ (Mandatory! n NH) NIA 015883629-AOS/015883630- 015883631 -FL 015883632 -MA WI 06/01/1] 06/01/1 06/01/1 06/01/12 06/01/12 06/01/12 X TORY wCSTMIT OTH- LIMITS I I EB_ EL EACH ACCIDENT $ 1,000,000 EL DISEASE-EAEMPLOYEE $ 1,000,000 E L DISEASE-POLICYLIMIT $ 1, 000, 000 Ifyes, describe under DESCRIPTIONOF OPERATIONS below C Professional Liability 68021515 03/31/1 03/31/12 PerClaim Aggregate 5,000,000 C Crime/Fidelity 81675749 03/31/1 03/31/12 Each Loss 3,000,000 A Personal Property w/ TIB 35796687 06/01/1 06/01/12 Property Limit 500,000 )ESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, ifmore space is required) ramed Insured includes the following: Accountemps, Office Team, Robert Half Finance & Accounting, Robert Half 'echnology, Robert Half Management Resources, Robert Half Legal, The Creative Group, and BMR Services, Inc. dba: lenchmark Staffing which are direct subsidiaries of the parent company: Robert Half International 2613 Camino Ramon; An Ramon CA 94583. Insurance is primary and non-contributory. Ividence of Insurance Only. r`FRTIFICATF NAI r1FR CONCFI I OTIAN © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD britokm 24087485 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Lodi THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 221 W Pine AUTHORIZED REPRESENTATIVE Lodi, CA 95240 /1 `-7 ^ USA U © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD britokm 24087485 Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY June 1, 2011 to June 1, 2012 June 1 2011 3579-66-87 SFO Robert Half Internationallnc. (see Named Insured Endt.) Federal Insurance Company June 1, 2011 Under Who Is An Insured, the following provision is added Who Is An Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization Organization shown in the Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: ■ assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. damages arising out of their sole negligence Liabilitvinsuranm Additional Insured -Scheduled Person OrOraanization Continued Form 80-02-2367(Rev. 8-04) Endorsement Pagel Liability Endorsement (continued) Schedule Additional Insured - any person, party or entity for whom the Insured has agreed, prior to loss, to provide coverage as respects the Insureds operations and/or facilities owned or used by the Insured. All other terms and conditions remain unchanged. Liahil insurance Additional Insured -Scheduled Person Or Organization Lastoaae Form 80-02-2367(Rev. 8-04) Endorsement Page 2 TC2JGLSA-1 21 -D6189-TIL-1 0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (INCLUDING PRIMARYINON-CONTRIBUTORY AND SEPARATION OF INSUREDS PROVISIONS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART WHO IS AN INSURED - (Section II) is amended to include any person or organization that you agree in a verbal contract or agreement or a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a) Only with respectto liability for "bodily injury", "property damage" or "personal injury'; and b) If, and only to the extent that, the injury or damage is caused by your acts or omissions or "your work or by your subcontractor in the performance of "your work to which the verbal contract or agreement or "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. LIMITATIONS The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". In absence of a "written contract requiring insurance", the limits of insurance availableto the additional insured shall be $1,000,000 for the sum of all damages because of "bodily injury", "property damage" and "personal injury". This endorsement shall not increasethe limits of insurance described in Section III - Limits of Insurance. b) The insurance provided to the additional insured by this endorsement shall be limited to the more restrictive of: 1. The scope of coverage required by contractor agreement; or ii. What is insured by this Coverage Part. 0 The insurance provided to the additional insured does not apply to "bodily injury" or "property damage" included in the "products -completed operations hazard" unless a "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. d) If you have agreed to provide insuranceto the additional insured pursuant to a contract or agreement with a third party media production company then the insurance provided to the additional insured shall be limited to liabilityfor "bodily injury", "property damage" or "personal injury" caused by or arising from the specific media being produced on your behalf. 3. PRIMARYINON-CONTRIBUTORYAMENDMENTTO OTHER INSURANCE CLAUSE The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if a "written contract requiring insurance" specifically requiresthat this insurance apply on a primary basis or a primaryand non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under such other insurance. CG T8 31 12/31./10 — 12/31/11 TC2JGLSA-1 21 -D6189-TIL-1 0 4. CONDITIONS COMMERCIAL GENERAL LIABILITY As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may give rise to a claim. To the extent possible, such notice should include: I. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and ill. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured, must: I. Immediately record the specifics of the claim or "suit" and the date received; iii. Notify us as soon as practicable; and ill. See to it that we receive written notice of the claim or "suit" as soon as practicable. C) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigationor settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. d) The additional insured must tender the defense and indemnity of any claim or "suit" to any providerof other insurance simultaneously which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insurance provided to the additional insured by this endorsement is primary to other insurance available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the First Named Insured, this insurance applies: a) As if each Named Insured were the only Named Insured; and b) Separatelyto each insured againstwhom claim is made or "suit" is brought. 6. DEFINITIONS The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement underwhich you are required to includea person or organization as an additional insured on this Coverage Part, provided that the "bodily injury' and "property damage" occurs and the "personal injury" is caused by an offense committed: a) After the signing and execution of the contract or agreement by you; b) While that part of the contract or agreement is in effect; and C) Before the end of the policy period. CG T8 31 12/31/10 — 12/31/11