2200 - Ocean Electric Construction - Security System Installation Services 4111314
C176O4
SECURITY SYSTEM INSTALLATION SERVICES AGREEMENT
OCEAN ELECTRIC CONSTRUCTION
1. PARTIES AND DATE.
This Agreement is made and entered into this (g day of 20 n-
(Effective Date) by and between the City of Rosemead, a municip I organization
organized under the laws of the State of California with its principal place of business at
8838 E. Valley Blvd., Rosemead, California 91770 ("City') and Ocean Electric
Construction with its principal place of business at 5318 East 2" St. #645, Long Beach,
CA 90803 ("Contractor"). City and Contractor are sometimes individually referred to
herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Contractors.
Contractors desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Contractor represents that it is experienced in providing security
system services to public clients, is licensed in the State of California, and is familiar
with the plans of City.
2.2 Project.
City desires to engage Contractor to render such ongoing general public works
and professional services ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional installation of
new camera security system at Rosemead Public Safety Department including one
camera facing Zapopan Park services necessary for the Project ("Services"). The
Services and hourly rates are more particularly described in Exhibit A attached hereto
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and incorporated herein by reference. All Services shall be subject to, and performed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein
by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from Effective Date
shown above to December 31, 2017, unless earlier terminated as provided herein.
Contractor shall complete the Services within the term of this Agreement, and shall
meet any other established schedules and deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Contractor or under its supervision. Contractor will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Contractor on an independent contractor
basis and not as an employee. Contractor retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Contractor shall also not be
employees of City and shall at all times be under Contractor's exclusive direction and
control. Contractor shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Contractor shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services
expeditiously, within the term of this Agreement. Contractor represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Contractor's conformance with the Schedule,
City shall respond to Contractor's submittals in a timely manner. Upon request of City,
Contractor shall provide a more detailed schedule of anticipated performance to meet
the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work
prepared by Contractor shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Contractor has represented
to City that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Contractor
may substitute other personnel of at least equal competence upon written approval of
City. In the event that City and Contractor cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
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persons or property, shall be promptly removed from the Project by the Contractor at
the request of the City.
3.2.5 City's Representative. The City hereby designates the
Director of Public Works, Kathy Garcia or his or her designee, to act as its
representative for the performance of this Agreement ("City's Representative'). City's
Representative shall have the power to act on behalf of the City for all purposes under
this Contract. Contractor shall not accept direction or orders from any person other than
the City's Representative or his or her designee.
3.2.6 Contractor's Representative. Contractor hereby designates
Mr. Patrick Monjaras, or his/her designee, to act as its representative for the
performance of this Agreement ("Contractor's Representative"). Contractor's
Representative shall have full authority to represent and act on behalf of the Contractor
for all purposes under this Agreement. The Contractor's Representative shall supervise
and direct the Services, using his/her best skill and attention, and shall be responsible
for all means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Contractor agrees to work closely
with City staff in the performance of Services and shall be available to City's staff,
contractors and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Contractors
shall perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Contractor represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Contractor
warrants that all employees and subcontractors shall have sufficient skill and
experience to perform the Services assigned to them. Finally, Contractor represents
that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including
a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions
of this Agreement, Contractor shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions
which are caused by the Contractor's failure to comply with the standard of care
provided for herein. Any employee of the Contractor or its sub-contractors who is
determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the
City, shall be promptly removed from the Project by the Contractor and shall not be
re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Contractor shall keep itself fully
informed of and in compliance with all local, state and federal laws, rules and
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regulations in any manner affecting the performance of the Project or the Services,
including all Cal/OSHA requirements, and shall give all notices required by law.
Contractor shall be liable for all violations of such laws and regulations in connection
with Services. If the Contractor performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to the City, Contractor shall
be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify
and hold City, its officials, directors, officers, employees and agents free and harmless,
pursuant to the indemnification provisions of this Agreement, from any claim or liability
arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Contractor shall maintain prior to
the beginning of and for the entire duration of this Agreement an insurance coverage
and policy as specified in Exhibit B attached to and part of this agreement.
3.2.11 Safety. Contractor shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Contractor shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work and the conditions under which the
work is to be performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries;
and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation,
including authorized reimbursements, for all Services rendered under this Agreement,
as specified in the attached proposal (i.e., hourly rates, expenses, etc.), but not to
exceed seven thousands eighty hundred eighty Dollars ($7,880.00) per fiscal year.
Such payments shall be made on an as-needed basis as directed by the City. Extra
Work may be authorized, as described below, and if authorized, will be compensated at
the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Contractor. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City shall,
within 45 days of receiving such statement, review the statement and pay all approved
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charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be
reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement,
City may request that Contractor perform Extra Work. As used herein, "Extra Work"
means any work which is determined by City to be necessary for the proper completion
of the Project, but which the parties did not reasonably anticipate would be necessary at
the execution of this Agreement. Contractor shall not perform, nor be compensated for,
Extra Work without written authorization from City's Representative.
3.3.5 Prevailing Wages. Contractor is aware of the requirements
of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California
Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which
require the payment of prevailing wage rates and the performance of other
requirements on "public works" and "maintenance" projects. If the Services are being
performed as part of an applicable "public works" or "maintenance" project, as defined
by the Prevailing Wage Laws, and if the total compensation is $1,000 or more,
Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide
Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates
of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the
Contractor's principal place of business and at the project site. Contract shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free
and harmless from any claim or liability arising out of any failure or alleged failure to
comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain
complete and accurate records with respect to all costs and expenses incurred under
this Agreement. All such records shall be clearly identifiable. Contractor shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Contractor shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Contractor, terminate the whole or any part of this Agreement at any time and without
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cause by giving written notice to Contractor of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Contractor shall be compensated only for those services
which have been adequately rendered to City, and Contractor shall be entitled to no
further compensation. Contractor may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Contractor to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Contractor in
connection with the performance of Services under this Agreement. Contractor shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under
this Agreement shall be given to the respective parties at the following address, or at
such other address as the respective parties may provide in writing for this purpose:
CONTRACTOR:
Ocean Electric Construction
5318 East 2nd St. #645
Long Beach, CA 90803
Attn: Patrick Monjadas
Tel: (951) 634-9057
CITY:
City of Rosemead
P.O. Box 399
Rosemead, CA 91770
Attn: Director of Public Works, Kathy Garcia
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or
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works of authorship fixed in any tangible medium of expression, including but not limited
to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
which are prepared or caused to be prepared by Contractor under this Agreement
("Documents & Data"). Contractor shall require all subcontractors to agree in writing
that City is granted a non-exclusive and perpetual license for any Documents & Data
the subcontractor prepares under this Agreement. Contractor represents and warrants
that Contractor has the legal right to license any and all Documents & Data. Contractor
makes no such representation and warranty in regard to Documents & Data which were
prepared by design professionals other than Contractor or provided to Contractor by the
City. City shall not be limited in any way in its use of the Documents and Data at any
time, provided that any such use not within the purposes intended by this Agreement
shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Contractor in connection with the performance of this Agreement shall be held
confidential by Contractor. Such materials shall not, without the prior written consent of
City, be used by Contractor for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Contractor
which is otherwise known to Contractor or is generally known, or has become known, to
the related industry shall be deemed confidential. Contractor shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or other, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Contractor shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of
Contractor, its officials, officers, employees, agents, Contractors and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses. Contractor shall defend, at
Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or
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other legal proceedings of every kind that may be brought or instituted against City, its
directors, officials, officers, employees, agents or volunteers. Contractor shall pay and
satisfy any judgment, award or decree that may be rendered against City or its
directors, officials, officers, employees, agents or volunteers, in any such suit, action or
other legal proceeding. Contractor shall reimburse City and its directors, officials,
officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Contractor's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials officers, employees, agents
or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Contractors. City reserves right to
employ other Contractors in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Contractor shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Contractor include all
personnel, employees, agents, and subcontractors of Contractor, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
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3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Contractor maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Contractor, to solicit or secure this Agreement. Further, Contractor
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Contractor, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Contractor further agrees to file, or shall cause its
employees or subcontractors to file, a Statement of Economic Interest with the City's
Filing Officer as required under state law in the performance of the Services. For
breach or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Contractor represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be
limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination. Contractor shall also
comply with all relevant provisions of City's Minority Business Enterprise program,
Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Contractor certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
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3.5.21 Authority to Enter Agreement. Contractor has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Contractor shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
[Signatures on next page]
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CITY OF ROSEMEAD OCEAN ELECTRIC CONSTRUCTION
By: t ja.9.. -+rte 4 . B •" 9741 1/47
Bill R. Manis, City Manager Date Date
Name: pf,,, �.Ar
Attest:
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City Clerk D to
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
By:
Name:
Title:
EXHIBIT A
SCOPE OF SERVICES/ HOURLY RATES
A-1
Ce Ocean Electric Construction
Electric 5318 East 2n°St.N 645 Patrick Monjaras
.,000StNYdt Long Beach,CA 90803 Monjarasp@aol.com
Es 1969„, (951)634-9057 Lic.k:987831 B C10
Quotation for Rosemead Public Safety Center
New Security System
I have familiarized myself with the scope of work described below and the conditions of the site. In
submitting this proposal, I agree:
1. To comply with the provisions of the Notice Inviting Bids,Specifications and Scope of work
2. To be available to begin work within 14 days after receiving the Notice to Proceed.
3. To accomplish all work within 21 consecutive calendar days
4. To name the City of Rosemead as additional insured on the Insurance Certificate.
5. Bids are due by March 20,2017
Scope of Work:
1. DEMOLITIION: Remove the current outdated security camera system.
2. INSTALLATION: Furnish and Install the following 1080P CVI security camera system at the
Rosemead Public Safety Facility:
- (1)CVI Tribrid 24 Channel 1080P Recording system with 1676(30 days of recording)
- (10)2 Mega pixel CVI (motorized) cameras(for the exterior& interior of the building
- (2) PIZ Cameras(Pan Tilt Cameras)with 20X optical views to the exterior of the building to
view both parking lots:
• 1 for coverage of Zapopan Park's southernmost parking lot,east of the
Public Safety building
• 1 for coverage of the small parking lot on the north side of the Public Safety
building
Note: The first objective of the camera system is cover key points of interest to the interior
and exterior of the Rosemead Public Safety Building.
The second objective would be to integrate 5 previously installed cameras mounted within
Zapopan Park.The cables for these 5 cameras are bundled and are currently at the base of the
NE corner of the Public Safety Building awaiting to be connected to the new Public Safety
Security Camera system
3. SERVICE AND SUPPORT:
a. Contractor shall provide all instructional and tutorial in-service for city staff to assist in
operating the system.
b. Contractor shall conduct a remote diagnostic check every three (3) months for the first
year post-installation.
c. The system shall allow for remote viewing of the cameras(via computer or cell phone)
from the city's existing IP internet address connection
4. WARRANTY/STANDARDS:
a. Contractor shall provide for 3 years parts and labor/workmanship warranty
b. Work shall be in accordance with the standard specification for"Public Works
Construction." Copies of"SSPWC"are on file in the office of the City Engineer and are
open to public inspection during regular business hours; Monday—Thursday 7am—4pm
5. Insurance and Bonding—Prevailing Wage:
a. Contractor shall provide proof of liability insurance and worker's compensation
insurance for the above specified project as required by the City Of Rosemead and
California Labor Law.
b. This is a prevailing wage project.
Instructions to Bidders:
Location of Project: Rosemead Public Safety Center
8301 Garvey Ave.
Rosemead,CA 91770
Contact Person: John Scott—Public Works Superintendent
(626)569-2260, (626)625-4421 Cell
jscott@citycfrose mead.org
Hours of Work: 7am to 4pm, Monday- Friday
I will provide all labor, materials,supplies and equipment and perform all the work as specified in these
documents for the lump sum of
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EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Contractor will
maintain insurance in conformance with the requirements set forth below. Contractor
will use existing coverage to comply with these requirements. If that existing coverage
does not meet the requirements set forth here, Contractor agrees to amend,supplement
or endorse the existing coverage to do so. Contractor acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and
coverage required in this agreement and which is applicable to a given loss, will be
available to City.
Contractor shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less that $1,000,000 per accident. If Contractor owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Contractor or Contractor's employees will use personal autos
in any way on this project, Contractor shall provide evidence of personal auto liability
coverage for each such person.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Any such coverage provided under an umbrella liability policy shall include a
drop down provision providing primary coverage above a maximum $25,000 self-
insured retention for liability not covered by primary but covered by the umbrella.
Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in
addition to policy limits. Policy shall contain a provision obligating insurer at the time
insured's liability is determined, not requiring actual payment by the insured first. There
shall be no cross liability exclusion precluding coverage for claims or suits by one
insured against another. Coverage shall be applicable to City for injury to employees of
Contractor, subContractors or others involved in the Work. The scope of coverage
provided is subject to approval of City following receipt of proof of insurance as required
herein. Limits are subject to review but in no event less than $1 Million per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designed to protect against acts, errors or
B-1
omissions of the Contractor and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of' the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the state of California and with an A.M. Bests rating of A- or better
and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Contractor.
Contractor and City agree to the following with respect to insurance provided by
Contractor:
1. Contractor agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. Contractor also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contractor, or Contractor's employees, or agents, from waiving the right
of subrogation prior to a loss. Contractor agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not
been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification and
additional requirements by the City, as the need arises. Contractor shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect City's protection without City's
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
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endorsement to Contractor's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any
insurance is not delivered as required, or in the event such insurance is canceled
at any time and no replacement coverage is provided, City has the right, but not
the duty, to obtain any insurance it deems necessary to protect its interests under
this or any other agreement and to pay the premium. Any premium so paid by
City shall be charged to and promptly paid by Contractor or deducted from sums
due Contractor, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of
any cancellation of coverage. Contractor agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that any
party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance coverage
required to be provided by Contractor or any subcontractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10.Contractor agrees to ensure that subcontractors, and any other party involved
with the project who is brought onto or involved in the project by Contractor,
provide the same minimum insurance coverage required of Contractor.
Contractor agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contractor agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City
for review.
11.Contractor agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer or other
entity or person in any way involved in the performance of work on the project
contemplated by this agreement to self-insure its obligations to City. If
Contractor's existing coverage includes a deductible or self-insured retention, the
deductible or self-insured retention must be declared to the City. At that time the
City shall review options with the Contractor, which may include reduction or
elimination of the deductible or selfinsured retention, substitution of other
coverage, or other solutions.
12.The City reserves the right at any time during the term of the contract to change
the amounts and types of insurance required by giving the Contractor ninety (90)
days advance written notice of such change. If such change results in substantial
additional cost to the Contractor, the City will negotiate additional compensation
proportional to the increased benefit to City.
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13.For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14.Contractor acknowledges and agrees that any actual or alleged failure on the
part of City to inform Contractor of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
15.Contractor will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to
this agreement. This obligation applies whether or not the agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
City executes a written statement to that effect.
16.Contractor shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder or letter
from Contractor's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
City within five days of the expiration of the coverages.
17.The provisions of any workers' compensation or similar act will not limit the
obligations of Contractor under this agreement. Contractor expressly agrees not
to use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18.Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19.These insurance requirements are intended to be separate and distinct from any
other provision in this agreement and are intended by the parties here to be
interpreted as such.
20.The requirements in this Section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this Section.
21.Contractor agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge City or
Contractor for the cost of additional insurance coverage required by this
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agreement. Any such provisions are to be deleted with reference to City. It is not
the intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums
or other amounts with respect thereto.
Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
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