2000 - HQE System Inc. - Maintenance Support for Electronic Security ServicesCITY OF ROSEMEAD
AGREEMENT FOR SERVICES
PARTIES AND DATE.
This Agreement is made and entered into this 18th day of August, 2025 by
and between the City of Rosemead, a municipal corporation of the State of
California, located at 8838 E. Valley Blvd., Rosemead, California 91770, ("City")
and HQE Systems, Inc., a corporation with its principal place of business at 27348
Via Industria, Temecula, CA 92590 (hereinafter referred to as "Contractor"). City and
Contractor are sometimes individually referred to as "Party" and collectively as
"Parties" in this Agreement.
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of
certain maintenance services required by the City on the terms and conditions set forth
in this Agreement. Contractor represents that it is experienced in providing
maintenance support for electronic security services to public clients, that it and its
employees or subcontractors have all necessary licenses and permits to perform the
Services in the State of California, and that is familiar with the plans of City.
2.2 Project.
City desires to engage Contractor to render such services for the maintenance
support for electronic security services ("Project") 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 Owner all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional maintenance
support for electronic security services maintenance services necessary for the Project
("Services"). The Services are more particularly described in Exhibit "A" attached
hereto 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 August 18th, 2025
to August 18th, 2026, 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. The Parties may, by mutual, written consent, extend the term
of this Agreement if necessary to complete the Services.
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, and in accordance with the Schedule of
Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
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 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 Contract. Contractor shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.5 Contractor's Representative. Contractor hereby designates
Rodney Rayle, Director of Contracts, or his or 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
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coordination of all portions of the Services under this Agreement.
3.2.6 Coordination of Services. Contractor 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.
3.2.7 Standard of Care; Performance of Employees. Contractor 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.
3.2.8 Laws and Regulations. Contractor 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. 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.
3.2.9 Insurance.
3.2.9.1 Time for Compliance. Contractor shall maintain prior
to the beginning of and for the direction of this Agreement insurance coverage as
specified in Exhibit B attached to and part of this agreement.
3.2.10 Safety. Contractor shall execute and maintain its work so as to
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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.
3.2.11 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. Contractor 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.
3.2.12 Bonds.
3.2.12.1 Performance Bond. If specifically requested by City in
Exhibit "A" attached hereto and incorporated herein by reference, Contractor shall
execute and provide to City concurrently with this Agreement a Performance Bond in
the amount of the total, not -to -exceed compensation indicated in this Agreement, and
in a form provided or approved by the City. If such bond is required, no payment will be
made to Contractor until it has been received and approved by the City.
3.2.12.2 Payment Bond. If required by law or otherwise
specifically requested by City in Exhibit "A" attached hereto and incorporated herein by
reference, Contractor shall execute and provide to City concurrently with this Agreement
a Payment Bond in the amount of the total, not -to -exceed compensation indicated in
this Agreement, and in a form provided or approved by the City. If such bond is
required, no payment will be made to Contractor until it has been received and
approved by the City.
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3.2.12.3 Bond Provisions. Should, in City's sole opinion, any
bond become insufficient or any surety be found to be unsatisfactory, Contractor shall
renew or replace the affected bond within 10 days of receiving notice from City. In the
event the surety or Contractor intends to reduce or cancel any required bond, at least
thirty (30) days prior written notice shall be given to the City, and Contractor shall post
acceptable replacement bonds at least ten (10) days prior to expiration of the original
bonds. No further payments shall be deemed due or will be made under this
Agreement until any replacement bonds required by this Section are accepted by the
City. To the extent, if any, that the total compensation is increased in accordance with
the Agreement, the Contractor shall, upon request of the City, cause the amount of the
bonds to be increased accordingly and shall promptly deliver satisfactory evidence of
such increase to the City. To the extent available, the bonds shall further provide that
no change or alteration of the Agreement (including, without limitation, an increase in
the total compensation, as referred to above), extensions of time, or modifications of the
time, terms, or conditions of payment to the Contractor, will release the surety. If the
Contractor fails to furnish any required bond, the City may terminate this Agreement for
cause.
3.2.12.4 Surety Qualifications. Only bonds executed by an
admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be
accepted. The surety must be a California -admitted surety with a current A.M. Best's
rating no less than A:VIII and satisfactory to the City. If a California -admitted surety
insurer issuing bonds does not meet these requirements, the insurer will be considered
qualified if it is in conformance with Section 995.660 of the California Code of Civil
Procedure, and proof of such is provided to the City.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates
set forth in Exhibit A attached hereto and incorporated herein by reference. The total
compensation shall not exceed Thirty Two Thousand Three Hundred Sixty Two Dollars
and Eighty Four Cents ($32,362.84) without advance written approval of City's project
manager. 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 charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed
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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 16000, 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. Contractor 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
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
on
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:
HQE Systems, Inc.
27348 Via Industria
Temecula, CA 92590
(800) 967-3036
Contracts@HQESystems.com
Attn: Rodney Rayle, Director of Contracts
CITY:
City of Rosemead
Rosemead, CA 91770
Attn: Ben Kim, 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 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.
3.5.4 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 other costs of such
action.
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3.5.5 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, 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. Contractor shall defend, at
Contractor'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. 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.
3.5.6 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.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Contractors. City reserves right to
employ other contractors in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.11 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.
3.5.12 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.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 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.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 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.
3.5.17 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. 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.
3.5.18 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.
3.5.19 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.
3.5.20 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.
3.5.21 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
By:
Ben Ki ity Manager
Atiest:
,N
Ericka Hernandez
City Clerk
Approved as to Form:
Rachel Richman, City Attorney
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HQE Systems, Inc.
By: 4;41
Name: Qais Alkurdi
Title: CEO
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
>
By:
Name: Desiree Carr
Title: Administrative Director
EXHIBIT A
SCOPE OF SERVICES & COSTS
Electronic Security Systems (ESS) - ESS Bumper -to -Bumper Maintenance Plan: HOE Systems will
provide maintenance support for the Electronic Security Systems (ESS) installed at the City of
Rosemead under Option B — Bumper -to -Bumper LITE for a one-year term. This includes two (2)
scheduled preventative maintenance visits per year, along with repair services for all existing ESS
equipment as needed. Equipment replacement is not included under this plan; if any components are
found to be too damaged, obsolete, or beyond repair, HQE will issue a separate quote for replacement
equipment and labor. All services will be performed by qualified HQE technicians in accordance with
industry standards and best practices to ensure the continued reliability and operational readiness of the
ESS.
Electronic Security Systems (ESS):
Option B - Bumper -to -Bumper Maintenance Plan LITE: 1 Year Term
o Includes two (2) scheduled Preventative Maintenance visits per year.
o Covers all repair services for existing ESS equipment.
o Does not include equipment replacement—if components are too damaged, obsolete, or
beyond repair. HQE will provide a separate quote for replacement equipment and labor.
HQE's Commitment: HQE will deliver all materials, manage labor, and perform system configuration to
ensure the ESS components meet operational and security requirements. Comprehensive testing will
validate system functionality and reliability.
Support Options:
1. Remote Assistance:
o Initial troubleshooting and diagnostics will be performed remotely to expedite issue
resolution and minimize downtime.
2. Access Points for Support:
o Email Support:
• Reach HQE's Account Management Services (AMS) team for assistance.
• Contacts:
• Account Management Representative:
Micah.Reedy@HQESystems.com
General Support: Support@HQESystems.com
o Phone Support:
• Speak directly with HQE's technical support team during business hours: (800)
967-3036
0 24/7 Online Support Portal:
• Submit service requests and track issue resolutions through HQE's Technical
Support Online Portal, available 24/7.
• Access via: hUps•/thge,m .sy ite.com/Sunjaort/
3. Onsite Support:
o If remote assistance cannot resolve the issue, HQE will dispatch an on-site technical
support team.
o Response Time:
On-site assistance will be provided within 24 hours of completing the remote
diagnostics phase.
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Cost Detail
Option B - Bumper -to -Bumper Maintenance Plan LITE: 1 Year Term
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IMM
04
1
Total Labor
$15,296.06
2
Total Other Direct Costs (ODC's)
$18,770.09
3
Total Equipment/Material
$ -
4
Initial Quote Total
$34,066.15
5
Offered Discount %
5.00%
6
Total Discount $
$1,703.31
7
Total After Discount
$32,362.84
8
Total Tax %
0.00%
9
Total Tax $
$ -
,0
Final Quote Total
$32,362.84
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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: Contractor 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. The policy must
include contractual liability that has not been amended. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
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 combined single limit 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 employees will
use personal autos in any way on this project, Contractor shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of Agency, its officers, agents, employees and
volunteers.
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. Contractor shall obtain and maintain an umbrella or excess liability
insurance policy with limits that will provide bodily injury, personal injury and property
damage liability coverage at least as broad as the primary coverages set forth above,
including commercial general liability, automobile liability, and employer's liability. Such
policy or policies shall include the following terms and conditions:
• A drop down feature requiring the policy to respond if any primary insurance that
would otherwise have applied proves to be uncollectible in whole or in part for
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any reason;
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies; and
• Policies shall "follow form" to the underlying primary policies.
• Insureds under primary policies shall also be insureds under the umbrella or
excess policies.
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 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.
Requirements not limiting: Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the Agency requires and shall be entitled to
coverage for the higher limits maintained by the Consultant. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the Agency.
Acceptable insurers: All insurance policies shall be issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance
or is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII
(or larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the Agency's Risk Manager.
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.
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
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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
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.
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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 self-insured 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.
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
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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