Addl Doc - CC - Item 5A - Award of Contract for Professional IT Management Services E M P
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� ° 90 City of Rosemead
CIVIC PRIDE Memorandum
N.,.._, RTEO X09
C°RDate: December 10, 2019
To: Honorable Mayor& Council Members
From: Daisy Guerrero, Management Analyst
Re: December 10, 2019 City Council Meeting - Item No. 5A-Award of Contract for
Professional Information Technology Management Services
Attached is an updated Staff Report and Attachment G reflecting the corrected
annual/overall fees and payments; changes are indicated in red.
Acorn Technology Services reviewed the Staff Report and clarified their fee schedule
presented on Page 7. Staff learned that the rate does not decrease over the course of three
years. However, since it is a three-year commitment (36-months), the cost is lower at
$10,845 per month. Therefore, the annual fee for the contract each year is $130,140 or
$390,420 for three years. This revision presents about $22,000 in savings from what was
initially noted in the Staff Report.
Staff added an initial contract stage fee for the first 30-day assessment phase to the Staff
Report; this fee shall not exceed $14,460. This 30-day assessment will be vital during
Acorn's transition phase and extremely crucial for the security and health of our City's
network infrastructure. Due to these revisions, Section 3.3.1 in the Agreement was
updated to reflect the new overall annual fees and payment schedule.
Finally, Staff revised General Provisions Section 3.5.1 (Termination Agreement) to
reflect a 90-day effective date should the City ever decide to terminate the agreement
with Acorn Technology Services.
If you have any questions or concerns,please do not hesitate to contact me.
Thank you.
iEtM f
ca-,.4 ° ROSEMEAD CITY COUNCIL
CIVIC PRIDE STAFF REPORT
NeoRPORATED 19y9
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: GLORIA MOLLEDA, CITY MANAGER
DATE: DECEMBER 10, 2019
SUBJECT: AWARD OF CONTRACT FOR PROFESSIONAL INFORMATION
TECHNOLOGY MANAGEMENT SERVICES
SUMMARY
The City of Rosemead has historically contracted Information Technology ("IT") management
professional services. Interwest Consulting Group ("ICG") has supported the City with IT
services since December 2016 and their contract is scheduled to expire on December 31, 2019.
ICG provides one onsite IT Technician, 24/7 emergency hotline, and access to after-hours
support. ICG also supports the City's wide area network, encompassing City Hall and other City
facilities, managing over 100 computers, 14 servers, and department-specific software programs
and systems. ICG's current contract provides for one part-time (20 hours a week) IT Technician
for$9,500 per month(or$114,000 annual).
The Professional Services Agreement ("Agreement") does include an option for the City to
extend the Agreement an additional two (2) years. However, acting in the interest of the City,
staff felt it prudent to release a Request for Proposal ("RFP") to ensure the City retains for
upcoming years the highest qualified consulting services at a competitive cost.
After careful consideration of each proposal, including but not limited to: responses to the RFP
requirements, firms' history and ability to provide services, proposed staff qualifications,
proposed fee structures, and interviews with all qualified bidding firms, staff believes that
entering into a new contract with Acorn Technology Services would be the best course of action
for the City at this time.
DISCUSSION
Request for Proposal ("RFP")
The RFP for IT management professional services was released on September 10, 2019, with
posting on the City's website and distribution to fourteen (14) prospective firms. Proposals were
due to the City Clerk's Office on October 8, 2019, where the received submittals remained
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December 10,2019
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unopened until after the 10:00 a.m. deadline. The City Clerk's Office received one late proposal
from Pages Copy Center. A rejection letter was mailed notifying the firm their proposal was
denied due to its late arrival. All received proposals are on file with the City Clerk's office for
public record and review. ICG did not submit a proposal to the RFP and is not part of the eleven
proposals reviewed.
The scope of services was prepared with the current service efficiency level in mind to ensure
that the City continues to meet the needs of staff, residents, and customers. The terms included a
minimum of one full-time IT technician that must be assigned to the City, 24/7 support hotline;
and an account manager.
As such, the service level would be consistent with the current operation of the IT Division. The
RFP also clarified the scope of services and updated the agreement and insurance requirements.
Responses to the RFP
The City received a strong response to the RFP with eleven (11) submittals. The RFP asked
firms to provide a proposal for a three-year term, plus two optional one-year extensions. Staff
reviewed and rated the proposals. Based on these reviews and first-round of interviews, staff
narrowed the search to five (5) of the eleven (11) firms as follows: Max Power Technology,
Global IT, Saalex IT, Lan Wan Enterprise, and Acorn Technology Services.
The next evaluation phase consisted of a three-member interview panel comprised of the City
Manager, Assistant City Manager, and Management Analyst.
Evaluation of Firms
Staff thoroughly reviewed the five proposals and found that all firms demonstrated the minimum
capacity to perform the requested services. All firms showed a history and ability to provide an
IT technician, strategic planning services, network maintenance and security, system backup, and
procurement. The panel carefully assessed the firms and elaborated on criteria established when
reviewing and interviewing the firms. The following are summaries of the five firms:
Max Power Technology—Max Power Technology ("Max Power") was founded in 2018 and is a
minority owned, micro-enterprise that employs seven full-time employees and hires additional
independent contractors when needed. Max Power's corporate office is based in East Los
Angeles. The senior executive board members have over 35 years of combined experience and
have demonstrated industry knowledge that has catapulted this startup company. Max Power
currently provides services to a wide variety of schools and manages projects throughout the Los
Angeles County School District.
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December 10,2019
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Max Power proposed to assign the following staff to Rosemead:
STAFF MEMBER POSITION CREDENTIAL(S)
Jose R.Gonzalez Project Manager B.S in Business Management and Computer Information Systems
Mario Martinez Engineer B.S in Computer Information Systems
Jairo Tzunun Technician B.S in Business Administration/Information Systems
Microsoft Certified Professional Member(MCPM)
Responses from reference calls were positive, and all highlighted the company's skills in cyber
security, responsiveness, responsiveness, and project planning. One reference did not return the
call. In summary, the two references that were provided gave positive recommendations.
Global IT—Global IT is comprised of over 25 employees, and provides services including cloud
computing engineers, network administrators, system administrators, security specialists project
managers, billing analysts, technical administrators, and customer support administrators. With
over 19 years of experience working in the enterprise IT industry, Global IT's CEO Tony
Williams built a company that has continued to thrive despite downturns in the economy. Global
IT is an internationally-recognized IT service provider that has experience working with various
cities and government entities, including the City of Montebello and the Los Angeles County
Sheriff's Department.
Global IT proposed to assign the following staff to Rosemead:
STAFF MEMBER POSITION CREDENTIAL(S)
Tony Williams CEO 19+ years' experience of high-tech, cloud, and various IT
environments.
Mario Garcia Account Manager Cloud Computing Certification; Sales Management Experience.
Christian Hernandez Systems B.S in Computer Science;A+I Network+ I Security+ I Microsoft
Administrator Server Certifications.
Senior Systems and B.S in Computer Science; Linux+ PIIC System Administrator
Dillor Zaarour Cloud Engineer Veeam I G-Suite I Storage Craft I VMware I Kemp VLM
Microsoft Certifications.
Senior Systems, Network+ I Microsoft I Cisco I Ubiquiti I Storage Craft I Veeam
Shaun Kellogg Network, and G-Suite I VMware Certifications.
Cloud Engineer
Judah Leon Systems A+I Network+I Certifications
Administrator
Phil Prohoroff Systems Ubiquiti Network Administrator;Network+I Storagecraft
Administrator Certifications.
Responses from reference calls were good, and all highlighted the company's skill in cyber
security. One reference did not return the call. In summary, the two references that were
provided gave positive recommendations.
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December 10,2019
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Saalex IT— Saalex IT was founded in 1999 and is comprised of over 600 employees from coast
to coast. With over 19 years of experience working in the IT industry, Saalex has extensive
experience executing varying types of contracts that include engineering services, cyber security
and other various IT services. Saalex has experience working with various firms and currently
has a contract with the City of San Fernando. Saalex is also a prime contractor and an active
subcontractor for the Air Force,Navy, Marine Corps, Army and National Aeronautics and Space
Administration(NASA).
Saalex proposed to assign the following staff to Rosemead:
STAFF MEMBER POSITION CREDENTIAL(S)
Certified Information Systems Security Professional (CISP) Studies;
Kevin Kehoe Project Manager Microsoft Certified Technology Specialist; Network Configuration;
Dell Certified Systems Expert;and A+Certification.
Datto Certified Advanced Technician (DCAT); WatchGuard
Daniel Olson Network Engineer Professional; Microsoft MCP (Server 2008 Network Infrastructure);
CompTIA A+Certified;Cisco Certified Network Associate.
Joseph Hise Tier 2 Desk Microsoft Certified Systems Engineer(MCSE)
Support
Jae Aric Jeon Tier I Help Desk B.S Biomedical Engineer; various experience in and knowledge of
Support computer networks;troubleshooting;and Windows7, 8,and 10.
Responses from calls were positive, and all highlighted the company's skills in threat
assessments, project planning, professionalism, network restructuring, and customer service. In
summary,the references that were provided gave positive recommendations.
Lan Wan Enterprise— Lan Wan is comprised of 13 employees and offers local municipalities a
full range of IT solutions and support. With over 13 years of experience working in the IT
industry, Lan Wan has extensive experience executing various projects for local municipalities
and law enforcement departments. Lan Wan currently has contracts with the City of Adelanto,
City of Bell Gardens and their Police Department, and the City of Huntington Park and their
Police Department. Lan Wan also provides services in managing government specific software,
cloud solutions, cyber security, VoIP systems, virtualization, and a vast of expertise in technical
management and support.
Lan Wan proposed to assign the following staff to Rosemead:
STAFF MEMBER POSITION ( REI)EV"I"EV,(S)
MBA; B.S in Computer Engineering; Project Management
Professional Certification; MCSA; MCITP Enterprise Administrator;
Rami Dababneh Account Manager MCITP Server Administrator; Microsoft Certified Systems Engineer;
Microsoft Certified Systems Administrator; Microsoft Certified
Professional;Citrix CCSP.
Microsoft Certified Professional, Microsoft Certified Systems
Dave Miller Senior Network Engineer (MCSE); Cisco Certified Network Associate (CCNA);
Engineer CCNA-VOICE+QOS;VoIP Professional;MCSA Server 2016;and a
B.S in Philosophy.
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December 10,2019
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Windows Certifications; Microsoft 365 Certified; Microsoft Certified
Ethical Solution Expert; Microsoft Certified Solutions Associate; Certified
Nick Oweis Hacker/Senior SonicWall Security Professional; Certified SonicWall Security
Network Engineer Administrator; Microsoft Expert; Apple Certified; IBM Certified
Systems Administrator; CDIA+; and an extensive list of additional IT
certifications.
Solutions Architect; PHP; SQL; IT Management experience; and
Jesse Rich Network Engineer training in networking, security, Windows, Linux, Virtualization and
database administration.
Responses to calls for references were very positive, and all highlighted the company's skills in
project planning, network engineering, cyber security, network restructuring, budget
management, and excellent customer service. In summary, the references provided gave very
positive feedback and highly recommended this firm.
Acorn Technology Services — Acorn Technology Services was founded in 2000 and is based in
the Riverside Business Technology Park in Riverside, California. They currently have a staff of
approximately 30 individuals with extensive experience in providing a wide array of IT support
services, including: IT systems assessments, design, strategic planning, disaster recovery, cyber
security, procurement, software implementation, monitoring and maintenance. Acorn has
provided services to reputable Coachella Valley organizations such as Sunnylands, the
McCallum Theater and several southern California municipalities such as: South Pasadena,
Monrovia, Covina, and La Quinta.
Acorn proposed to assign the following staff to Rosemead:
STAFF MEMBER POSI"1 ION CREDENTIAL(S)
Mickey McGuire CEO M.B.A;B.S in Business Administration.
M.B.A; B.S. in Business Management; A.A. in Technical Theater;
Matthew Fuller Account/Project 10+ years of technical and computer related experience; IT
Manager Helpdesk; Telecommunications Technicians; Documentation and
Organization.
Senior Network Microsoft Server 2003, 2008, 2012; Microsoft Exchange;
Alfred Gonzales and Systems Virtualization Technologies — VM Ware Hyper V; HTML, CSS,
Administrator PHP, web-based architectures; SQL programming; and operating
systems(Windows,MAC,Unix,Linux).
Matthew Guilbaud IT Specialist CCENT Certification; A+ Certification, IT Program (Southern
California Institute of Technology).
(Remote) Director DeVry University I Network Management 2015; Server
James Walter of Technology and Management; Virtualization Technologies; Operating Systems
Helpdesk Manager (Windows,Unix,Linux);Microsoft Exchange;IT Best Practices.
Daniel Gutierrez (Remote) Helpdesk A.S.Network Systems Administration(ITT Technical Institute)
Manager
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December 10,2019
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Patrick Knox (Remote) Lab & A+ Certification; MCP Microsoft Certified Professional, Network+
Site Manager Certification;MCSA Certification.
Rachel Hemond VP—Administration B.A. Arts & Psychology; Certificate in Human Services; Supply
Management;Inventory Control;Tracking Budget Expenses.
Responses from reference calls were very positive, and all highlighted the company's skills in
project planning, network engineering and restructuring, cyber security, budget management, full
analysis of systems, and hardware and systems updates. Cities also emphasized Acorn's
excellent responsiveness, excellent customer service, and excellent management team. In
summary, the references provided gave extremely positive feedback and highly recommended
this firm.
CONCLUSION
Based on the proposals submitted, interviews conducted and references, Staff determined the
following:
1. Saalex Information Technology, Max Power Technology, and Global IT were lower in
cost; however, they did not provide a desired level of service and did not have a desired
level of municipal experience.
2. Acorn Technology Services and Lan Wan Enterprise were higher in cost; however, they
demonstrated a high level of service, first-rate key personnel, and both have extensive
municipal experience.
3. Lan Wan Enterprise was a significantly higher bidder, which is a primary reason Staff
does not recommend this firm.
4. Acorn Technology Services is the most qualified firm to provide professional IT services
as described in the RFP. Based on the rating factors, Acorn demonstrates: the ability to
provide exceptional service; has substantial municipal experience; desirable
qualifications of key personnel; and overall cost.
5. Acorn exhibited the most understanding and experience in providing the full and all-
inclusive services required by Rosemead. The reference checks were very positive with
comments that included, "Acorn is spectacular," "City Manager and Staff loves Acorn
and have been impressed with their services," "Our experience with Acorn has been very
fruitful,"and"Our experience with Acorn has been extremely positive."
6. The firm retains adequate company resources to augment increases in workload with
additional City Hall staff as needed.
7. Acorn retains certified professional personnel.
8. Acorn demonstrated a strong partnership philosophy and commitment of providing
Rosemead with a high level of service. Staff was also impressed with Acorn's proposed
Rosemead Team, and believes that Acorn would work well with City Hall staff.
For these reasons, Staff is recommending the City Council to approve a contract with Acorn
Technology Services. Upon City Council approval, the initial term of this Agreement would
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December 10,2019
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expire on December 31, 2023, with an option to renew for two additional years (Attachment G).
The City has the right to terminate the Agreement at any time with a 90-day written notice.
Firms' Proposed Fee Structures
The ranking order is as follows:
1. Acorn Technology Services
2. LanWan Enterprise
3. Saalex Information Technology
4. Max Power Technology
5. Global IT allies
To reiterate, the proposed cost of service was but one of the rating factors. Other factors were
more qualitative. Therefore, staff's recommendation is not based solely on cost. That said, while
the firms' cost proposals were incorporated into the set of criteria evaluated, it is worthwhile to
review them on a stand-alone basis. The following table illustrates the proposed cost for each of
the top five firms, in the order of their overall ranking:
IT Services Firm Annual Cost Three Year
Total Cost
Year 1 Year 2 Year 3
Acorn Technology Services* $130,140** $130,140 $130,140 $390,420
LanWan Enterprise $187,200 $187,200 $187,200 $561,600
Saalex IT* $118,306 $117,246 $121,596 $351,876
Max Power Technology $114,000 $114,000 $114,000 $342,000
Global IT $108,000 $108,000 $108,000 $324,000
* Amounts remain the same every year.
** First 30-days will include an assessment fee not to exceed$14,460.
*** Year 1 includes a one-time "Transition Phase-In"fee of$5,025.
All proposals listed above provide for a full-time IT professional (40-hours a week) at City Hall
and other City facilities in order to ensure that the City's IT services are met. As noted above,
the current ICG's service agreement provides for a part-time technician (20-hours a week) at an
annual cost of$114,000 or $342,000 for three-years. However, the IT services need of the City
exceeds the 20-hours/week and ICG has provided additional ongoing hours at no cost.
STAFF RECOMMENDATION
That the City Council authorize the City Manager to enter into a three-year Management
Professional Services Agreement with Acorn Technology Services for Information Technology
(IT) Management Services and appropriate $8,070 from the IT Technology Replacement fund
balance to offset the current IT Services budget for FY 2019-20.
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December 10,2019
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If the City Council approves, the appropriate actions would be a motion to approve the
Agreement with Acorn Technology Services related to managing the City's information
technology services for the period ending December 31, 2023, and to authorize the City Manager
or designee to execute the necessary documents in a form approved by the City Attorney.
FISCAL IMPACT
The proposed agreement is for $130,140 per year (full-time IT specialist with 24/7 remote
helpdesk support, and an account manager) for a three-year contract. There will be a one-time
initial assessment fee not to exceed $14,460. The City's current contract is $114,000 per year
(part-time IT technician with 24/7 remote helpdesk support, and an account manager). To
improve the IT professional services and enter into the proposed agreement, it will cost
approximately $8,070 more per year than what is included in the FY 2019-20 budget. All future
funding for this agreement will be included in the appropriate Fiscal Year proposed budget and
plan to allocate funding transferred from our current IT Technology Replacement account.
These totals are subject to change pending large shifts in the number of projects covered under
the support agreement. For example, if Acorn determines specific upgrades need to be made, the
agreement would need to be adjusted to include support administrators for these additional
projects.
STRATEGIC PLAN IMPACT
The proposed agreement is consistent with Strategy 3 (Beautification and Infrastructure) of the
2018-2020 Strategic Plan Action to enhance City's public infrastructure (Information
Technology Services).
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Daisy Guerrero, Management Analyst
Attachment A: Request for Proposal (RFP)No. 2019-11
Attachment B: Proposal from Acorn Technology Services
Attachment C: Proposal from LanWan Enterprise
Attachment D: Proposal from Saalex IT
Attachment E: Proposal from Max Power Technology
Attachment F: Proposal from Global IT
Attachment G: Professional Service Agreement
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Attachment G
Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
INFORMATION TECHNOLOGY MANAGEMENT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this this 10th of December, 2019
(Effective Date) by and between the City of Rosemead, a municipal 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 Acorn Technoloy Services
with its principal place of business at 1960 Chicago Avenue, Suite E9, Riverside, CA
92507 ("Consultant"). City and Consultant are sometimes individually referred to herein
as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant 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. Consultant represents that it is experienced in providing information
technology services to public clients, is licenced in the State of California and is familiar
with the plans of City.
2.2 Project.
City desires to engage Consultant to render professional information technology
services ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant 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 information technology
services necessary for the City, herein referred to as "Services". The Services are more
particularly described in Exhibit"A" attached hereto and incorporated herein by reference.
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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 for a three (3) year time
period from December 31, 2019 with the option for up to two (2) one-year extensions at
the sole and absolute discretion of the City, unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of the Agreement, and shall meet
any other established shcedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant 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 Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant 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. Consultant 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. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely manner. Upon request of City,
Consultant 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
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant 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, Consultant may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Consultant 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
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timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the City
Manager, 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 Agreement. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant'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: Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff, consultants
and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant 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. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Consultant warrants that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant 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,
Consultant 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
Consultant's failure to comply with the standard of care provided for herein.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and 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. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
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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: Consultant shall maintain prior to the beginning
of and for the duration of this Agreement insurance coverage 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
Consultant 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. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed one-hundred and thirty thousand one hundred forty dollars ($130,140.00)
annually (each 12-month period from the Agreement date) and in accordance with
Consultant's proposal dated October 8, 2019. Consultant's Proposal is hereby
incorporated and found in Exhibit "A." The Consultant is authorized to perform Extra
Work for the initial contract stage for the first 30-day assessment phase from the
Agreement date which shall not exceed fourteen thousand four-hundred and sixty
dollars ($14,460). Extra Work may be authorized in writing, as described below, and will
be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and Services rendered by
Consultant. 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 charges thereon.
3.3.3 Reimbursement for Expenses: Consultant 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 Consultant 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,
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but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages: Consultant 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" project, as defined by the Prevailing Wage Laws, and if the
total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates
of per diem wages in effect at the commencement of this Agreement. Consultant 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 Consultant's principal place of business and at the project
site. Consultant 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: Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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 Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least ninety (90) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant 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 Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in connection
with the performance of Services under this Agreement. Consultant shall be required to
provide such document and other information within fifteen (15) days of the request.
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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:
CONSULTANT:
Acorn Technology Services
1960 Chicago Avenue, Suite E9
Riverside, CA 92507
Attn: Mickey McGuire
(951) 784-3500
CITY:
City of Rosemead
8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
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 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 Consultant under
this Agreement ("Documents & Data"). Consultant 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. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant
or provided to Consultant 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.
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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
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant 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 Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant 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 otherwise, 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 costs of such action.
3.5.6 Indemnification: To the fullest extent permitted by law, Consultant
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 Consultant, its officials, officers, employees, agents,
consultants 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.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant 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. Consultant 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. Consultant'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.
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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 Consultants: City reserves right to
employ other consultants 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: Consultant 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 Consultant include all
personnel, employees, agents, and subcontractors of Consultant, 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.
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.
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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: Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
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 Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its employees
or subconsultants 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: Consultant 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. Consultant 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, Consultant 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.
3.5.21 Authority to Enter Agreement: Consultant 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.
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3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant 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 ACORN TECHNOLOGY SERVICES
By: By:
Gloria Molleda, City Manager Date Date
Name: Mickey McGuire
Attest:
Title:
City Clerk Date
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
Approved as to Form: By:
Name:
Rachel Richman Date
City Attorney
Title:
EXHIBIT A
PROPOSAL FOR SERVICES
The Consultant shall provide information technology services to the City per the proposal
attached.
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EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, Consultant agrees to amend, supplement or
endorse the existing coverage to do so. Consultant 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.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance. Consultant shall maintain commercial general liability
insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate,
for bodily injury, personal injury, and property damage, and $2,000,000 completed
operations aggregate.
Automobile liability insurance: Consultant shall maintain automobile insurance at least as
broad as Insurance Services Office form CA 00 01 covering bodily injury and property
damage for all activities of the Consultant arising out of or in connection with Work to be
performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
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 Consultant, subconsultants
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.
Technology 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 omissions of the consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
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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.
Consultant shall procure and maintain Cyber Liability insurance with limits of $1,000,000
per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally
identifiable information; including credit monitoring and regulatory fines arising from
such theft, disseminations or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering
with computer systems.
c. Liability arising from the failure of technology products (software) required under the
contract for Consultant to properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation
of ideas, domain name infringement or improper deep-linking or framing, and
infringement or violation of intellectual property rights.
e. Liability arising from the failure to render professional services.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant 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.
Consultant also agrees to require all contractors, and subcontractors to do
likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the right
of subrogation prior to a loss. Consultant 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.
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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. Consultant 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
endorsement to Consultant'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 Consultant or deducted from sums due
Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any
cancellation of coverage. Consultant 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 Consultant 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.Consultant agrees to ensure that subcontractors, and any other party involved with
the project who is brought onto or involved in the project by Consultant, provide
the same minimum insurance coverage required of Consultant. Consultant 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.
Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11.Consultant 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 Consultant's existing
coverage includes a deductible or self-insured retention, the deductible or self-
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insured retention must be declared to the City. At that time the City shall review
options with the Consultant, 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 Consultant ninety (90)
days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to City.
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.Consultant acknowledges and agrees that any actual or alleged failure on the part
of City to inform Consultant 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.Consultant 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.Consultant 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
Consultant'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 Consultant under this agreement. Consultant 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.
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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.Consultant 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
Consultant for the cost of additional insurance coverage required by this
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.
Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant 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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