2009/05/12 City Council Resolution 2009-47RESOLUTION NO. 2009 -47
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING A CONTRACT FOR PRINTING AND MAILING SERVICES
WHEREAS, the City solicited proposals for printing and mailing services for the
purposes of printing, folding, inserting and mailing of all Utility Billings, Business License
Billings, Animal License Billings and Public Notices; and
WHEREAS, the City received three (3) proposals and each was reviewed by City staff.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve a contract for the aforementioned printing and
mailing services to the lowest responsive and responsible bidder, compatibility and other factors
considered, to wit:
Year One Estimated
Contractor Name Contract Total
Sonoma County Reprographics $51,863.35
Santa Rosa, California
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute the agreement in substantially similar form to the document attached hereto and
incorporated herein as Exhibit A.
DULY AND REGULARLY ADOPTED this 12th day of May, 2009.
ATTEST:
City Cler
CITY OF ROHNERT PARK
BELFORTE: AYE
CALLINAN: AYE
MACKENZIE: AYE
STAFFORD: AYE
BREEZE: AYE
AYES:
(5) NOES:
(0) ABSENT:
(0) ABSTAIN:
(0)
JH- S:05 -d
Exhibit A
AGREEMENT FOR SERVICES
This Agreement is made and entered into this 12th day of May, 2009, by and between the
City of Rohnert Park, hereinafter referred to as the "City," and Sonoma County Reprographics,
hereinafter referred to as the "Consultant."
WHEREAS, the City requires printing, folding, inserting and postage for all Utility
Billings, Business License Billings, Animal License Billings and Public Notices; and
WHEREAS, the Consultant is qualified and experienced to provide such services.
NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set
forth, mutually agree as follows:
1. SCOPE OF WORK. Consultant shall perform those services described as Tasks
in the Scope of Work and Schedule of Performance attached hereto and incorporated herein as
Exhibit "A" within the time frames stated therein.
2. COORDINATION. Consultant shall assign Les Buckley to personally participate
in said project and to coordinate the activities of the Consultant.
3. COMPENSATION.
A. City shall pay Consultant as compensation in full for such services and
expenses at the rates set forth in the Bid /Contract for Printing and Mailing Services attached
hereto and incorporated herein as Exhibit "B." Payments will be made monthly in arrears.
B. Consultant shall submit itemized monthly statements for work performed.
City shall make any payment due within thirty (30) days after approval of the invoice by City.
C. Payments due and payable to Consultant for current services are within the
current budget and within an available, unexhausted and unencumbered appropriation of the City.
In the event the City has not appropriated sufficient funds for payment of Consultant services
beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the
conclusion of the current fiscal year; payment for additional work is conditional upon future City
appropriation.
4. TERM. The term of this Agreement shall be from the date of its execution with
the contract period beginning December 1, 2009 to November 30, 2011 with an option for two,
two (2) year extensions by mutual consent.
5. NOTICES. All notices, bills, and payments shall be made in writing and may be
given by personal delivery or by mail. Notices, bills and payments sent by mail should be
addressed as follows:
TO CITY: City of Rohnert Park
Accounts Payable
PO Box 1489
ROHNERT PARK, CA 94928
TO CONSULTANT: Sonoma County Reprographics
455 Fiscal Drive
Santa Rosa, CA 95403
and when so addressed, shall be deemed given upon deposit in the United States mail, postage
prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of
actual delivery. Changes may be made in the names and addresses of the person to whom
notices, bills and payments are to be given by giving notice pursuant to this Paragraph.
6. AMENDMENT OF SCOPE OF WORK. City shall have the right to amend the
Scope of Work within the Agreement by written notification to the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either parry to the Agreement. Failure of the Consultant to secure City's written authorization for
extra or changed work shall constitute a waiver of any and all right to adjustment in the contract
price or time due, whether by way of compensation, restitution, quantum meruit, etc. for work
done without the appropriate City authorization.
7. CITY'S RIGHT TO TERMINATE /SUSPEND CONTRACT. At any time and
for any or no reason, City shall have the right to terminate this Agreement, take possession of the
Consultant's work, e.g., studies, preliminary drawings, computations, specifications, etc., insofar
as they are complete and acceptable to the City, and pay the Consultant such equitable proportion
of the total remuneration as the work satisfactorily done by the Consultant at the time of such
discontinuance bears to the whole of the work required to be done by the Consultant under the
terms of this Agreement.
8. CORRECTION OF WORK. The performance of services or acceptance of
information furnished by Consultant shall not relieve the Consultant from obligation to correct
any defective, inaccurate or incomplete work subsequently discovered and all such work shall be
remedied by the Consultant on demand without cost to the City.
9. DELAYS AND EXTENSIONS. The Consultant will be granted time extensions
for delays beyond the Consultant's control. Time extensions will be equal to the length of the
delay or as otherwise agreed upon between the Consultant and the City. In such event,
compensation as set forth in the Scope of Work shall be subject to renegotiation upon written
demand of either party to the Agreement.
10. RECORDS OF PERFORMANCE. Consultant shall maintain adequate records of
contract performance costs, expenses, etc., and make these records available for inspection,
audit, and copying by the City during the agreement period and for a period of three (3) years
from the date of final payment.
11. SUBCONTRACTING. None of the services covered by this contract shall be
subcontracted without the prior written consent of the City. In accordance with Government
Code Section 7550, Consultant agrees to state in a separate section of any filed report the
numbers and dollars amounts of all contracts and subcontracts relating to preparation of the
report.
12. ASSIGNMENT. The Agreement shall not be assigned by the Consultant in whole
or in part, without the written consent of the City.
13. INDEMNIFICATION. To the full extent permitted by law, Consultant shall
indemnify, hold harmless, release and defend City, its officers, employees and agents from and
against any and all actions, claims, demands, damages, disability, losses, expenses including
attorney's fees and other defense costs and liabilities of any nature that may be asserted by any
person or entity including Consultant, in whole or in part, arising out of Consultant's activities
hereunder, including the activities of other persons employed or utilized by Consultant in the
performance of this Agreement (including design defects and regardless of City's approval, use or
acceptance of the work or work product hereunder) excepting liabilities due to the sole negligence
or willful misconduct of City. This indemnification obligation is not limited in any way by any
limitation on the amount or type of damages or compensation payable by or for Consultant under
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Worker's Compensation, disability or other employee benefit acts or the terms, applicability or
limitations of any insurance held or provided by Consultant and shall continue to bind the parties
after termination/completion of this Agreement.
14. INSURANCE. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit C to this Agreement.
15. STANDARD OF CARE. City relies upon the professional ability of Consultant
as a material inducement to entering into this Agreement. Consultant agrees to use reasonable
care and diligence in rendering services under this Agreement. Consultant agrees that the
acceptance of his work by City shall not operate as a waiver or release of said obligation of
Consultant. The absence, omission, or failure to include in this Agreement, items which are
normally considered to be a part of generally accepted professional procedure or which involve
professional judgment shall not be used as a basis for submission of inadequate work or
incomplete performance.
16. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he
has not employed or retained any company or person, other than a bona fide employee working
for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay
any company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gift, or any other consideration; contingent upon or resulting from the award or
making this Agreement. For breach or violation of this warranty, the City shall have the right to
annul this Agreement without liability or, in its discretion to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
17. CONFLICT OF INTEREST. Consultant covenants that it presently has no
interest and shall not acquire any interest, direct or indirect, which would conflict in any manner
or degree with the performance of its services hereunder. Consultant further covenants that in the
performance of this Agreement, no person having any such interest shall be employed.
18. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant
comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall, require any other person doing work under
this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the
City of Rohnert Park disclosing Consultant and /or such other person's financial interests.
19. MERGER. This Agreement shall constitute the entire Agreement between the
parties and shall supersede any previous agreements, whether verbal or written, concerning the
same subject matter. No modification of this Agreement shall be effective unless and until
evidence by a writing is signed by both parties.
20. DEFAULT. If Consultant should fail to perform any of his obligations hereunder,
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, City may terminate this Agreement by giving Consultant written notice of such
termination, stating the reason for such termination. In such event, Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damage, if any, sustained by City by virtue of the breach of the Agreement by
Consultant.
21. NO WAIVER OF BREACH; TIME. The waiver by City of any breach of any
term or promise contained in this Agreement shall not be deemed to be a waiver of such term or
provision or any subsequent breach of the same or any other term or promise contained in this
Agreement. Time is of the essence in carrying out the duties hereunder.
22. THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be
construed to create and the parties do not intend to create any rights in third parties.
23. ATTORNEY FEES APPLICABLE LAW AND FORUM. In the event either
party brings an action or proceeding for damages arising out of the other's performance under
this Agreement or to establish the right or remedy of either parry, the prevailing party shall be
entitled to recover reasonable attorney fees and costs as part of such action or proceeding,
whether or not such action or proceeding is prosecuted to judgment. This Agreement shall be
construed and interpreted according to California law, and any action to enforce the terms of this
Agreement or for the breach thereof shall be brought and tried in the County of Sonoma.
24. INDEPENDENT CONTRACTOR. The parties intend that Consultant, in
performing the services specified herein, shall act as an independent contractor and shall have
control of the work and the manner in which it is performed. Consultant is not to be considered
an agent or employee of the City and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits City provides its employees. In the event City exercises its right to
terminate this Agreement, Consultant expressly agrees that he /she shall have no recourse nor
right of appeal under rules, regulations, ordinances or laws applicable to employees.
25. TAXES. Consultant agrees to file tax returns and pay all applicable taxes on
amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such
taxes and other obligations, including, but not limited to, state and federal income and FICA
taxes. Consultant agrees to indemnify and hold the City harmless from any liability which it may
incur to the United States for to the State of California as a consequence of Consultant's failure to
pay, when due, all such taxes and obligations.
26. EMPLOYMENT PRACTICES. Consultant shall not discriminate in its
performance under the Agreement either directly or indirectly on the grounds of race, color,
religion, sex, age, national origin, or other prohibited grounds in its employment practices, and
shall take affirmative steps to ensure that applicants are employed and employees are treated
during employment without regard to race, color, religion, sex, age, national origin, or other
prohibited grounds.
27. COMPLIANCE WITH LAW. Consultant shall comply with all applicable
federal, state and local laws, rules and regulations affecting the Consultant and his /her work
hereunder. Consultant represents and warrants to City that Consultant has all licenses, permits,
qualifications and approvals of whatsoever nature which are legally required for Consultant to
practice Consultant's profession and to do the work hereunder. Consultant represents and
warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals which are legally required
for Consultant to practice his /her profession and do the work contemplated by this Agreement.
28. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in the City, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the City. Basic survey notes and sketches, charts, computations, and other data
prepared or obtained under the Agreement shall be made available, upon request, to the City
without restriction or limitations on their use. Consultant may retain copies of the above -
described information but agrees not to disclose or discuss any information gathered, discussed or
generated in any way through this Agreement without the written permission of City during the
term of this Agreement or until ninety (90) days after receipt of final payment from City.
29. INTERPRETATION. Notwithstanding the fact that one or more provisions of
this Agreement may have been drafted by one of the parties to this Agreement, such provisions
shall be interpreted as though they were a product of a joint drafting effort and no provisions shall
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be interpreted against a party on the ground that said party was solely or primarily responsible for
drafting the language to be interpreted.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.
CITY OF ROHNERT PARK:
By:
Name:
Title:
Per Resolution No.
Park City Council on
ATTEST:
City Clerk
(Date)
adopted by the Rohnert
APPROVED AS TO FORM:
Attorney
CONSULTANT:
By: /
Name: (Date)
Title:
By: /
Name: (Date)
Title:
STATEMENT OF WORK
billing. The bills consist o f
weekly to customers. This
closing notices, final bills,
required.
EXHIBIT "A"
SCOPE OF WORK
lid
SCHEDULE OF PERFORMANCE
The City of Rohnert Park is requesting proposals for outsourcing
services that must be billed annually, semi - monthly, monthly and
contract will include utility bills, delinquent bills, shut -off notices,
business license bills, animal license bills and public notices as
CONTRACT TERM: City will begin working with Contractor June 1, 2009 to begin process.
The first contract billing will be December 1, 2009. Contract term is December 1, 2009 to
November 30, 2011 with the possibility of two (2) year extensions.
CONFIDENTIALITY: Data and information provided under this contract are and shall remain
the property of the City of Rohnert Park, California. The Contractor will be responsible for
protecting Privacy Act information from abuse and misuse according to all applicable laws.
Disclosure of the City of Rohnert Park data and information shall be strictly prohibited.
Unauthorized use or disclosure of confidential or Privacy Act information will be sufficient
grounds for termination of contract within five days after contractor's receipt of written
cancellation notice from the City's Director of Administrative Services. The Contractor will
indemnify and hold the City of Rohnert Park harmless from damages caused by unauthorized or
accidental release of confidential or Privacy Act information. The Contractor will not disclose or
discuss City of Rohnert Park billing methods with any outside parry without written consent of
the City's Director of Administrative Services.
TECHNICAL REQUIREMENTS:
1. Accept City of Rohnert Park data electronically for all bills,
2. Printing must take place within 24 hours from receipt of the file and delivered to the post
office before 3:00 pm the following day. If the file is received prior to 10:00 am, printing
should take place on the same day.
3. Mailing of bills and inserts shall take place no later than 24 hours after the Contractor's
receipt of data and the Contractor shall use the best method of mailing the bills which will
result in the least amount of postage used per item.
4. Residents must receive bills within 24 hours of being mailed by Contractor.
5. Inserts to be printed by contractor will be sent via email no. later than two (2) business
days prior to data transfer.
6. Utilize most current CASS US Postal Service approved software for updating the database
with delivery point barcodes and carrier routes as required to qualify for the maximum
postal automation discount.
7. Add Zip + 4
8. Print images in black and color when necessary, double sided.
9. Provide & stock perforated, and pre printed custom forms to allow for portions of the bill
to be used for payments. Use recycled paper.
10. Forms must utilize stable, heat resistant ink.
11. Provide and stock an adequate supply of custom #9 remittance window envelopes and
custom #10 window envelopes for billing.
12. Print remittance - processing barcode from data provided by the City. Must be compatible
with the City's existing barcode reader, Profit Stars - Canon CR18-
(www.techdatas, scom) NOTE: (REMITPLUS Coupon Specifications Attached)
13. Reprogram data to provide output in multi -font, multi -print format; it will be required to
move most data fields from their current placement on the page and change font types and
sizes and include temporary messages for billing.
14. Provide selective inserting capabilities.
15. Provide 20# colored recycled paper stock for inserts (City to choose color). The City
may elect to have someone else print inserts for bills, and the Contractor agrees to accept
and verify receipt of inserts at Contractor's address.
16. Contractor to provide and warehouse inventory so there is never a delay in the billing
service provided for the City of Rohnert Park.
17. Contractor must have automatic disaster backup procedures in place at no extra charge to
the City. Procedures must include, but are not limited to, the off -site backup and storage
of updated program libraries, application run -time documentation, duplication
requirements, delivery /distribution instructions, etc.
18. Provide City with custom blank stock - minimal quantity.
19. Provide City with an original set of artwork on computer disk and an original set of
proofs.
20. Provide PDF of invoices & inserts before mailing - approval required.
CITY "S SOFTWARE PROVIDER: The City's current financial software is Springbrook. Our
Territory Manager is Jim Blair, 503 -553 -3023, jim.blair &sprbrk.com /
www.springbrooksoftware.com .
VOLUMES & FREQUENCIES: The City's approximate annual volumes and frequencies are
outlined as follows:
Total per Year
Frequency
Utility Bills - 6 files
55,000
6 times per year
Past Due Utility Bills
10,000
6 times per year
Final Notice Utility Bills
5,500
6 times per year
Utility Closing Invoices
2,000
52 times per year
Past Due Utility Closing Invoices
1,128
52 times per year
Animal License Invoices
6,000
12 times per year
Past Due Animal License Invoices
2,000
12 times per year
Business License Invoices
3,600
1 time per year
Business License Past Due Invoices
1,500
4 times per year
EXHIBIT "B"
BID /CONTRACT
FOR
PRINTING AND MAILING SERVICES
The City ofRohnert Park desires to enter into a contract for the period as outlined below with two (2) two -year
renewal options for printing and mailing services in compliance with the terms, conditions, general provisions
and specifications contained herein:
A. Set Up or Programming: (One Time Charge) $ -0.00-
B. Mailing: Utilities, Animal & Business Licenses
1. Bill: 8 %2" x 11" wll perforations, 20# bond (Exhibit A),
Print double -sided and fan - folded, Color
2. Mailing Envelope: #10, left window,
Print single -sided
3. Remittance Envelope: #9, right window,
Print single -sided
Total per each 1 oz. Mailing piece $ 0.53 ea
_.....__....... �.. _ .._.......... . .....
...
(Includes printing, inserting, postage and mailing)
C. Inserts, Standard Colors
+ 1. 8 33/2" x 11" 20# bond, folded and inserted
a. Single -sided $ 0.04 ea
b. Double -sided $ _ 0. 05 ea
2. 1/3 sheet of %2" x 11" 20# bond, inserted
a. Single -sided
b. Double -sided
D. Inserts, Astro Bright
1. 8 %2" x 11" 20# bond, folded and inserted
a. Single -sided
b. Double -sided
2. 1/3 sheet of %2" x I l" 20# bond, inserted
a. Single -sided
b. Double -sided
Contractors Initials
3
$ _ 0.01 ea
$ 0.02 ea
$ 0.05 ea
$ 0.06 ea
$ 0.02 ea
$ 0.02 ea
Dater
BID/CONTRACT
FOR
PRINTING AND MAILING SERVICES
(CONTINUED)
E. Generic Invoice #1
1. Past Due, Shut- offNotice, 8 `` /z" x I 1 ", 20# bond,
wi 1 perforation, single - sided, watermark color - black
2. Mailing Envelope: #10, left window, print single -sided
3. Remittance Envelope, #9, right window, print single -sided
Total per each 1 oz. mailing piece
(Includes inserting, postage and mailing)
F. Generic Invoice #2
I. Closing Invoices 8 %" x i 1", 209 bond, w11 perforation
Single - sided, watermark color— black-
2. Mailing Envelope: #10, left window, print single -sided
3. Remittance Envelope, #9, right window, print single -sided
Total per each I oz. mailing piece
(Includes inserting, postage and mailing)
G. Paper Stock
1 8 %" x 1 I" 20# bond wll perforations,
Print double -sided (Utilities)
2 8 %a" x I l" 20# bond w/I perforations,
(Animal 1 Business License)
3. Mailing Envelope, #10, left window, print single -sided
4. Remittance Envelope, #9, right window, print single -sided
H. File transfer (Electronic Data)
$ 0.53 ea
$ 0.53 ea
6 ea
$ 0.022 ea
S _.. ..... _ ...... ._0....9. Q -. ea
CONTRACT PERIOD: This contract sliall run from December 1, 2009 to November 30,20011 with two (2)
two year renewal options at mutual consent.
LOCAL VENDOR PREFERENCE CLAIMED: YES NO
(See LOCAL VENDOR PREFERENCE, in GENERAL PROVISIONS and attach copy of your City Business
License.)
Contractors Initials:
4
Date: - '' T5 ` C D ' -�
BID /CONTRACT
FOR
PRINTING AND MAILING SERVICES
(CONTINUED)
WILL YOU, AS SUCCESSFUL BIDDER, EXTEND THE PRICES OFFERED IN THIS BID TO
OTHER CITY, COUNTY AND /OR OTHER GOVERNMENTAL AGENCIES?
ye s YES I NO
Nance and Address ofBidder:
County of Sonoma Reprographics
455 Fiscal Drive, Room 102P
Santa Rosa, CA 95403
Telephone Number: 707 -565 -2686 _
Customer Service No:
Signature of Person Autl 'zed to Sign:
Please Type Signer's Name and Title:
Les Buckley
Reprographics Manager
Date ofBid: April 9, 2009
5
EXHIBIT "C"
INSURANCE REQUIREMENTS
PYTJTR1T r
INSURANCE REQUIREMENTS for Professional Services Consultant
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 using Insurance Services Office "Commercial General Liability" policy
form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be
no cross liability exclusion for claims or suits by one insured against another. Limits are subject to
review but in no event less than $2,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any
Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $2,000,000
per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto
endorsement to the general liability policy described above. If Consultant or Consultant's employees
will use personal autos in any way on this project, Consultant 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.
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 coverage's. 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, sub consultants 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
$2,000,000 per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy
form coverage specifically designed to protect against acts, errors or omissions of the consultant 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.
0
Insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum
financial size VII.
General conditions pertaining to provision of insurance coverage by 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 insured's the City, its officers, elected officials,
employees, agents, and volunteers using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. 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. The worker's compensation policy is to be endorsed with a waiver of subrogation. The
insurance company, in its endorsement, agrees to waive all rights of subrogation against the
City, its officers, elected officials, employees, agents, and volunteers for losses paid under
the terms of this policy which arise from the work performed by the named insured for the
City.
4. 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.
5. None of the coverage's 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.
6. 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.
7. 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.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverage's 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.
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9. 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.
10. 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.
11. 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.
12. 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 - 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 self - insured retention, substitution of other coverage, or other solutions.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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
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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 coverage's.
18. 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 officers, elected officials,
employees, agents, and volunteers.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the , and a duly
authorized representative of the firm of ,
whose address is and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining
this contract, to employ or retain the services of any firm or
person in connection with carrying out the Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date Signature
agr \Consult.
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