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2000 - Standard Tel - Phone SystemBLUEP-1 OF ID: JO a`oizo CERTIFICATE OF LIABILITY INSURANCE J y4 DATE IMMI°D , 03/04/2014 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 CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 endorsements . ONTACT PRO DOER rvAPE Sihle Insurance Group - Clrwlr vxoRE 2653 McCormick Dr RECEIVED u�ALo.E1U Clearwater, FL 33759 CT' OF flOSEM EGRESS'. _ ... _._a-.. .._�_. -- VTHY.STO CT C SIE...... .. .. THIS IS ERTIFY THAT THE POLICIES INSURANCE TED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INS LIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT , TERM A CONDITION ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSURER(S) AFFORDING COVERAGE - 8 2014 WSONERA:St. Paul Fire & Marine IxsuaeD eluepdn[Technologies, Inc Standard Tel -Networks, LLC Brookside Technology Partners, aRal�E B: Travelers Property & Casualty _INSURER URERc: Travelers lndem Co.Of America Trans -West Network Solutions, Vr uaeR o: MED EMP (Any "I person) 15500 Roosevelt Blvd, Ste 101 Clearwater, FL 33760 10100 IxsuaeR E: _ S 1,000,00 INSURER F' GENERAL AGGREGATE £ 2,000,00 GENL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGO VTHY.STO CT C SIE...... .. .. THIS IS ERTIFY THAT THE POLICIES INSURANCE TED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INS LIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT , TERM A CONDITION ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE INSRI POLICY EFF POLICY ESP LTq TYPE OF INSURANCE POLICY NUMBER MMIDDIYVYY MMIODIYTYY LIMITS ACCORDANCE WITH THE POLICY PROVISIONS. GENERAL LIABILITY EACH OCCURRENCE S 1,008,00 A X1 COMMERCIAL GENERALLIAULITY X ZLP14P651851413 0310112014 0310112015 OAMI TO RENTS° PREMISES EaocM.ence S 300,00 CLAIMSMADE Ix OCCUR MED EMP (Any "I person) S 10100 X Contractual Liab PERSONAL S ADV INJURY S 1,000,00 X IXC Ind GENERAL AGGREGATE £ 2,000,00 GENL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGO S 2,000,00 POLICv X PRO- LOO Emp Ben. $ 11000,00 AUTOMOBILE LIABILITY Eaasondent INOLE LIMIT $ 11088,08 BODILY INJURY(Per person) s C ANY AUTO BA4B09030814TEC 10310112014 03/0112015 ALL OWNED SCHDULED ALL.ART NONPOWNED HIRED AUTOS X AUTOS BODILY INJURY(Per—dent) PROPFRTYOAMAGE�xr PERACCIDENT) s 5 X Jkl R:IAUAB X OCCUR EACH OCCURRENCE 8 5,000,00 AGGRE� $ 5,000,00 A Excess Cue CLAIMSUMADE ZLP14P651851413 03/01/2014 0310112015, $ DEO X RETENTIONS 10000 1 B WORKERS COMPENSATOR ANO EMPLOYFRS LIABILITYORIPITORRI ANY PROPRETOe/PARTNEPoEXEQITNEY N OFFIOERIMEMBER EXIXUDE°? O (Mantlae,ryln Nm NIA' IIS HJU MB15702214 0310112014 0310112015 X ' OTH-' X T WC STATU LEY EL EACH ACCIDENT 1 1,000,00 EL DISEASE -LA EMPLOYEE $ _ 1.000.00 LEE PLIL Banger °ESLRIP110N OF OPERATIONS nelow EL. DISEASEPOLICYLIMI( S 1, 000,00 DESCRIPTION OF OPEr1ATIONS I LOCATIONS I VEHICLES (M,,h ACORD r01, AOdlllanal Remarke SChedUle. Ir more epeoe n redulredl Certificate Holder, its officers, agents and employees are included as Additional Insured as respects operations of the named insured. 91988-2010 ACURU CURYURAI IUN. All ngtos re.5ervea. ACORD 25 (2 01010 5) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk AUTRORVEO REPRESENTATIVE 9838 E. Valley Blvd. Roseman, CA 91770 ,a 91988-2010 ACURU CURYURAI IUN. All ngtos re.5ervea. ACORD 25 (2 01010 5) The ACORD name and logo are registered marks of ACORD BROOK11 OP ID: G1 '`ill CERTIFICATE OF LIABILITY INSURANCE I� DATE03101DIYYYY) 03/01/12 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 CERTIFICATE HOLDER. - IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 endomement(s). PRODUCER 727-531-6800 Sihle Insurance Group - Clrwtr 2653 McCormick Dr 727-531-6855 Clearwater, FL 33759 - M. Gregory Harper CONTACT PHONE FAX AC No Ext: A/C No: E-MAIL ADDRESS: GENERAL LIABILITY INSURERS AFFORDING COVERAGE NAIC # INSURERA:.SSt. Paul Fire & Marine EACH OCCURRENCE $ 1,000,00 A INSURED Blueprint Technologies, Inc Standard Tel -Networks, LLC Brookside Technology Holdings INSURER B: Phoenix Insurance Co. INSURER C: Travelers Indemnity Co. of 25658 INSURER D: DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 Trans -West Network Solutions, 15500 Roosevelt Blvd, Ste 101 Clearwater, FL 33760 INSURER E: INSURER F: GENT AGGREGATE LIMIT APPLIES PER PRODUCTS -COMP/OPAGG $ 2,000,000 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 POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF ADDLSUBR AUTHORIZED REPRESENTATIVE tdiLA; POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X ZLP14P65185 y, 03/01/12 �? l ..i 03/01/13 DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Anyone person) $ 10,000 PERSONAL BADV INJURY $ 1,000,000 GENERA -AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS -COMP/OPAGG $ 2,000,000 ) [ POLICY X PRO-.IEQI Loc Fy °�( cl ti t r,' I Emp Ben. $ 2,000,000 C AUTOMOBILE X' LIABILITY - - ANY AUTO - AU OS .SCHEDULED AUTOS AUTOS i fBA4B090308 ° ¢ 03/41(,12 - 03/01/13 COMBINED SINGLE LIMIT 1000,000 Ea accident , BODILY INJURY (Per person) $ BODILY INJURY (Perawiden[) $ X PROPERTY DAMAGE $ Peraccitlen[ HIRED AUTOS X NON -OWNED AUTOS --._.._, ,.._ ..-- ----- __,_,_a,.� X UMBRELLALIAS X OCCUR EACH OCCURRENCE $ 5,000,00 AGGREGATE S 6,000,00 A EXCESS LIAB CLAIMS -MADE ZLP14P65185 03/01/12 03/01/13 DED I X I RETENTION $ 10000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITYLIM ANY PROPRIETORIPARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? � (Mandatory In NH) NIA UB4B157022 03/01112 03/01/13 X I In STATU- OTH- ER L.L. EACH ACCIDENT $ 1,000,00 EL DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under - DESCRIPTION OF OPERATIONS below -- E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (AUach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder, its officers, agents and employees are included as Additional Insured as respects operations of the named insured. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of City Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk 8838 E. Valley Blvd. Rosemad, CA 91770 AUTHORIZED REPRESENTATIVE tdiLA; ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGREEMENT BY AND BETWEEN THE CITY OF ROSEMEAD AND THIS AGREEMENT is entered into this 28th day of September and between the CITY OF ROSEMEAD, a municipal corporation (the'CITn, and Standard Tel (the "CONTRACTORD. RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide and install a new voice communications system WHEREAS, the CITY has determined that the CONTRACTOR is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: I. ENGAGEM-EN7 OF Cna ACTOR - The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR- 2. ONTRACTOR2. SCOPE OF SERVICES _ The CONTRACTOR will perform services as set forth in the attached Exhibit A (Proposal). The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The r] L 171 CONTRACTOR shall appear at meetings cited in Exhibit A to keep staff and City Council advised of the progress on the project The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said reduction in services. 3. PROJECT COORDINATION AND SUPERVISION - The Assistant City Manager, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR hereby is designated as the Project Director for the CONTRACTOR- 4. ONTRACTOR 4. COMPENSATION ND PA) NT - The compensation for the CONTRACTOR shall be based on monthly billing covering actual work performed Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit A shall not exceed the schedule given in Exhibit A without prior written authorization from the Assistant City Manager. Monthly. invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit A as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. -2- 0 0 5. LENGTH OF AGREEMENT - Completion dates or time durations for specific portions of the Project are set forth in Exhibit A. 6. DISPOSMON OF DOCUMENTS - The Memoranda, Reports, Maps, Drawing(3s, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project shall become the property of the CITY for use solely with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, contemplated by this Agreement. 7. INDEPENDENT CONTRACTOR - Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. The CONTRACTOR is not an employee of the CITY and is not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to medical, unemployment, or workers' compensation insurance. This Agreement contemplates the professional services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. 8. CONTROL - Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's -3- 0 9 agents, servants, or employees are in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 9. COMPL.IkNCE WITH APPLICABLE LAW - The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all State and Federal statutes and regulations, and all ordinances, rules and regulations of the City of Rosemead whether now in force or subsequently enacted The CONTRACTOR, and its subcontractors, shall obtain a current City of Rosemead business license prior to performing any work within the City. '10. LICENSES. PERMITS. ET - The CONTRACTOR, represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 11. STANDARD OF CARE - The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. 12. NON-DISCRIMINATION PROVISIONS - The CONTRACTOR will not discriminate against any employer or applicant for employment because of age, race, color, ancestry, religion, sex, sexual ' orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR -4- Will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION - The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the s_ -rices to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be prodded herein. The foregoing obligation of this Section 13, however, shallnot apply to any part of the information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidential; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use of disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. -5- 0 0 14. HOLD HARMLESS -The CONTRACTOR agrees to indemnify, defend, and hold harmless the City of Rosemead, its officers, employees and volunteers, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, costs or attorneys' fees, of arry kind or nature, including workers' compensation claims, of or by anyone whomsoever, in anyway resulting from or arising out of the CONTRACTOR's performance of this Agreement 15. WO Kl OMP .NSATION - The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of Califomia, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemaif}', defend and hold harmless the CITY and its officers, employees and volunteers from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CON TRACTOR under this Agreement 16. INSURANCE. - The CONTRACTOR, at its sole cost and expense shall purchase and maintain throughout the term of this agreement, the following insurance policies: a. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $500,000 combined single limit per accident. Such automobile insurance shall include non -owned vehicles. b. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property M 0 damage arising out of its operation under this Agreement. C. Workers' compensation insurance covering all of its employees and volunteers. d_ Thr aforesaid policies shall constitute primary insurance as to the CITY, its officers, employers, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. C. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insurers. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. g. If required insurance coverage is provided on a'claims made' rather than occurrence form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. h. Any aggregate insurance limits must apply solely to this Agreement. 17. LEGAL FEES - If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the -7- prevailing party in such action or dispute, whether by final judgment or out-of-court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual attorneys' fees. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof the parties agree first to try, in good faith, to settle the dispute by mediation in Los Angeles, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association the ('AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION - This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60 -day written notice to the I CONTRACTOR. During said 60 -day period the CONTRACTOR shall perform all services in accordance with this Agreement. in 0 This Agreement may also be terminated immediately by the City for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. In the event of termination, all finished or unfinished Memoranda Reports, Maps, -t Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR shall become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR's breach, if any. 20. NOTICES - All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid, or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days, ten (10) days if the address is outside the State of Mtn California after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (v) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, director or other communication delivered or sent as specified above shall be directed to the following person: Donald I Wagner, Assistant City Manager, City of Rosemead, 8838 E. Valley Boulevard, Rosemead, CA 91770 To CONTRACTOR: Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or.the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other conumunication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. OBLiGAT7ONS - During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City -10- 0 0 of Rosemead. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the Rosemead City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the CITY. The CONTRACTOR shall comply with all ofthe reporting requirements of the Political Reform Act and Rosemead City regulations. Specifically, the CONTRACTOR shall file Statements of Economic Interest with the City Clerk of the City of Rosemead in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk, if required by the Rosemead City Conflict of Interest Code as determined by the City Attorney of the City of Rosemead. 22. MISCELLANEOUS PROVISIONS, a. Cmpwation of Time Periods - If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal state or leeal holiday. -11- 0 b. Counterparts - This Agreement each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument: C. Captions - Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof d. No Obli fations to Third Parties - Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. e. Exhibits and Schedules - The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. Amendment to this Agreement - The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. g. Waiver - The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. -12- 0 0 It. Applicable Law -This Agreement shall be governed by and construed in accordance with the laws of the State of California. i. Entire Agreement - This agreement supersedes any prior agreements, negotiations and communications, oral and written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement representation, or promise made by either party hereto, or by or to =. an employes, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. j. Successors and Assigns - This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. k. Construction - The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall -13- 0 0 not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. -14- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date. and year first above written CITYOFROSFAEAD (Date) APPROVED AS TO FORM: -IS- Exhibit B CONTRACTOR SYJL (Signature) r (Title) / y/2 7�9 (Date) If Corporation signature, a second authorized officer is required. (Signature) & &/ (Name) (Print) 7 LI) (Title) z6 t 51 (Date) 1 �q A- 3T M 9 -1b( -,r ��1 i r✓ ��cs� pUT IJ CC + COG 0 0 G'aI!'�SS /or Windows NT' To access your CaIlXpress for Windows NT subscriber mailbox: 1. Enter the CaIlXpress internal or external telephone number: Internal Number 2. Enter any other keys that your system requires: 3. Enter your subscriber mailbox number: 4. Enter your security code. External Number Pause/ Forward Back Up Delete Save Review Resume Message 5 Seconds Message Listening U Resume Change Increase Set Increase Reduce Resume Reduce Text Speed Bookmark Volume Speed from Volume Playback Bookmark Language Enter the Mailbox Number of the Message Recipient Skip to Next Reply Advance Info/Group Listen to New Messages Listen to Saved Messages Access Selected Messages Retrieve Deleted Messages Message 5 Seconds Selection Cancel Specify Options Listen Forward Delete Save Request Leave a Future Urgent Message a Fax Receipt Callback Group Group Group L Delivery Status r— — — — — — — — — — — — — — — — — — — — — — — r Optional Menu' U © © U © 0 Voice Fax E -Mail Messages Messages All Messages Messages Messages from Outside froma Specifc Messages U Callers — —Mailbox Options for Listening to Individual Messages Pause/ Forward Back Up Delete Save Review Resume Message 5 Seconds Message Listening U Resume Change Increase Set Increase Reduce Resume Reduce Text Speed Bookmark Volume Speed from Volume Playback Bookmark Language Enter the Mailbox Number of the Message Recipient Skip to Next Reply Advance Info/Group Exit/ Help Message 5 Seconds Selection Cancel Specify Options Restrict Append Request Leave a Future Urgent Message a Fax Receipt Callback Delivery Status Message Select Cancel Select All Cancel All Sender Info Message Selection Messages Selections ©o Record Transfer to Sender Accessthe Subscriber Message Recording Options Directory Pause/ Back Up Delete Resume 5 Seconds Recording Personal Ophons Send Review Advance Message 5 Seconds Routing Options Exit/ Help Cancel Specify Set Restrict Append Request Leave a Future Urgent Message a Fax Receipt Callback Delivery Status Forwarding Notification Number Messaging Options Automated Attendant Options 2 Change Change Record Change Record Record an Change Change Short Change Change Change Access Messaoe Dailv Personal Security Your Announcement Lanouaae Message Call Call Extension Diverted rli.MB- anaaaa CY STANDTEL ACORDTM CERTIFICATE OF LIABILITY INSURANCE MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN LTR 07;10/2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION USI Southern California ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Lic # 0351162 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 21600 Oxnard Street, 8th Floor GENERAL LIABILITY Woodland Hills, CA 91367 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Valley Forge Insurance Company 20508 Standard Tel Networks, LLC Blvd., Suite 7 INSURER R: Employers Compensation Insurance Co 11512 INSURER Transportation Insurance Company 20494 mento,NorthgC Sacramento, CA 95634 Sacramento, INSURER D. INSURER E'. PREMISES Ea RENTED $300000 [K71]91:LRT:61: 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 RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN LTR ;UU NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMDD POLICY EXPIRATION DATE MMDD LIMITS A GENERAL LIABILITY 2088954358 03/01/09 03/01/10 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OX OCCUR PREMISES Ea RENTED $300000 MED EXP (Any one person) $5,000 . PERSONAL B ADV INJURY $1000000 X BI/PD Ded:5,000 GENERALAGGREGATE s2,000,000 GEN'L AGGREGATE LI MIT APPLIES PER: PRODUCTS-COMP/OPAGG $2000000 POLICY PEP LOC C AUTOMOBILE X LIABILITY ANY AUTO 2088954361 03/01/09 03/01/10 COMBINED SINGLE LIMIT $1 ,000,000 (Ea accident) BODILY INJURY S (Per person) ALL OWNED AUTOS SCHEDULED AUTOS X — X HIRED AUTOS NON -AWNED AUTOS BODILY INJURY $ (Per eccidenQ X Drive Other Car PROPERTY DAMAGE (Per accident $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EAACC $ ANY AUTO AUTO ONLY'. AGO $ A EXCESS/UMBRELLA LIABILITY 2088954375 03/01/09 03/01/10 EACH OCCURRENCE $2000000 X I OCCUR FICLAIMS MADE AGGREGATE s2,000,000 $ $ DEDUCTIBLE $ X RETENTION $ 1 OODO B WORKERS COMPENSATION AND FN032898505 06/29/09 06/29/10 X WCSTATT OTH EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEUEXECUTIVE E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1000000 OFFICERrMEMBER EXCLUDED? If yes describe under, SPECIAL PRO VISIONS below E.L. DISEASE -POLICY LIMIT 1$1,000,000 OTHER DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Certificate Holder, its officers, agents and employees are included as Additional Insured as respects operations of the named insured. *except 10 days cancellation notice for non payment of premium. City of Rosamead 8338 E. Valley Blvd. Rosemead, CA 91770 ACORD 25 (2001/0811 of uCzo�$nae/w�o�oaaa SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *an DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR crc IA n Acnan CORPORATIDN 1aR1