HomeMy WebLinkAboutContract 1902 AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
DIAZ ENTERPRISES
This Agreement for Services ("Agreement") is entered into as of March 12, 2020
("Effective Date") by and between the City of Cathedral City, a municipal corporation
("City") and Diaz Enterprises, a sole proprietor, ("Service Provider"). City and Service
Provider are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City has sought, by direct negotiation the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal for the performance of
the services defined and described particularly in Section 2 of this Agreement, was
selected by the City to perform those services.
C. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained here and other consideration, the value and adequacy of
which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for 12 months commencing on the Effective
Date.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
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(b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in Exhibit "A." Should the Services not be completed pursuant to that
schedule, the Service Provider shall be deemed to be in Default of this Agreement. The
City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, Service Provider
agrees to pay City the amounts specified in Exhibit "B" "Compensation" and made a part
of this Agreement by this reference.
(b) Except as to any charges for work performed or expenses incurred by City
which are disputed by Service Provider, Service Provider will use its best efforts to cause
City to be paid within three (3) days following each festival or event occurrence.
(c) Payment to City for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Service Provider.
SECTION 4. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work, services,
expenditures and disbursements charged to City pursuant to this Agreement. Any and
all such documents or records shall be maintained in accordance with generally accepted
accounting principles and shall be sufficiently complete and detailed so as to permit an
accurate evaluation of the services provided by Service Provider pursuant to this
Agreement. Any and all such documents or records shall be maintained for three (3)
years from the date of execution of this Agreement and to the extent required by laws
relating to audits of public agencies and their expenditures.
SECTION 5. CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in writing
by City.
(b) Any personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of Service
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Provider's officers, employees, or agents except as set forth in this Agreement. Service
Provider shall not at any time or in any manner represent that Service Provider or any of
Service Provider's officers, employees, or agents are in any manner officials, officers,
employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers, employees
or agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to City's employees. Service Provider expressly waives any claim
Service Provider may have to any such rights.
SECTION 6. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this Agreement.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents
of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to
comply with this section.
SECTION 7. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, in the employment of persons
to perform the Services in violation of any federal or state law prohibiting discrimination
in employment, including based on the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual orientation,
of any person, except as provided under California Government Code section 12940.
SECTION 8. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the performance
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the express written consent of the City
Manager. Service Provider agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Agreement.
(b) City may determine that Service Provider must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests. If such a determination is made, Service Provider shall
file the subject Form 700 with the City Clerk's Office pursuant to the written instructions
provided by the Office of the City Clerk within ten (10) days of the request.
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(c) City understands and acknowledges that Service Provider is, as of the date
of execution of this Agreement, independently involved in the performance of non-related
services for other governmental agencies and private parties. Service Provider is
unaware of any stated position of City relative to such projects. Any future position of City
on such projects shall not be considered a conflict of interest for purposes of this section.
(d) City understands and acknowledges that Service Provider will perform non-
related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 9. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such information
is in the public domain or already known to Service Provider. Service Provider shall not
release or disclose any such information or work product to persons or entities other than
City without prior written authorization from the City Manager, except as may be required
by law.
(b) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this Agreement,
then City shall have the right to reimbursement and indemnity from Service Provider for
any damages, costs and fees, including attorney's fees, caused by or incurred as a result
of Service Provider's conduct.
SECTION 10. INDEMNIFICATION.
(a) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for claims,
suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider, or by any individual or entity for which Service Provider is legally liable, including
but not limited to officers, agents, employees or subcontractors of Service Provider.
(b) Indemnification from Sub-Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub-Service Provider or any other person or entity involved
by, for, with or on behalf of Service Provider in the performance of this Agreement naming
the Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider agrees
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to be fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors, assigns or heirs of Service Provider
and shall survive the termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the design professional. The
term "design professional," as defined in Section 2782.8, is limited to licensed architects,
licensed landscape architects, registered professional engineers, professional land
surveyors, and the business entities that offer such services in accordance with the
applicable provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of City
or any and all of its officials, employees and agents.
SECTION 11. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit"C" "Insurance" and made
a part of this Agreement. All insurance policies shall be subject to approval by City as to
form and content. These requirements are subject to amendment or waiver if so approved
in writing by the City Manager. Service Provider agrees to provide City with copies of
required policies upon request.
SECTION 12. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff and
subcontractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 13. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event such
notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
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(c) If either Service Provider or City fail to perform any material obligation under
this Agreement, then, in addition to any other remedies, either Service Provider, or City
may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 14. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on
the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or
all of the outstanding invoices during the period of default. If Service Provider does not
cure the default, the City may take necessary steps to terminate this Agreement under
Section 19 "Termination of Agreement." Any failure on the part of the City to give notice
of the Service Provider's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement.
SECTION 15. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the Services
shall be furnished to Service Provider in every reasonable way to facilitate, without undue
delay, the Services to be performed under this Agreement.
SECTION 16. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
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To Service Provider: Diaz Enterprises
Attn: Mrs. Josephine Diaz
PO Box 813
Cathedral City, CA 92234
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 17. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 18. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or
her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27 "Amendment" and the City Manager's
contracting authority under the Cathedral City Municipal Code.
SECTION 19. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 20. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total compensation
under this Agreement, as amended, would not exceed the City Manager's contracting
authority under the Cathedral City Municipal Code. All other amendments shall be
approved by the City Council. The Parties agree that the requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
SECTION 21. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver
by any Party of any breach of the provisions of this Agreement shall not constitute a
waiver of any other provision nor a waiver of any subsequent breach or violation of any
provision of this Agreement. Acceptance by City of any work or services by Service
Provider shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 22. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
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state trial courts shall lie exclusively in the County of Riverside, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Riverside.
SECTION 23. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 24. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether oral
or written, or entered into between Service Provider and City prior to the execution of this
Agreement. No statements, representations or other agreements, whether oral or written,
made by any Party which are not embodied herein shall be valid and binding.
SECTION 25. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 26. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by reference
into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first-above written.
CITY OF CATHEDRAL CITY DIAZ ENTERPRISES
Asitt,'' 4
Charles P. McClendon By:
City Manager Its:
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ATTEST:
By:
Its:
Tracey M Inez
City Clerk
APPROVED AS TO F•ISM
Eric S. V_it
City Attorney
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
COUNTY OF RIVERSIDE
On , 2020, before me,
Date Name And Title Of Officer(e.g. "Jane Doe, Notary Public")
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On , 2020, before me, ,
Date Name And Title Of Officer(e.g. "Jane Doe, Notary Public")
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
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EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following for the 2020 Tejano Music Festival:
A. Search and propose to the City's Communications / Events Manager all
LIVE entertainment for the Tejano Music Fest that is culturally appropriate,
entertaining, and fits within the festival's entertainment budget.
B. Help secure the contractual performance agreements between the
entertainment and the City.
C. Communicate with and manage the arrival, sound check, hotel room
requirements, contractual rider requirements, green room management,
transportation requirements, and departure of the festival's entertainment
(bands, musicians, emcee, radio and/or television personalities).
D. Promote and market the sale of reserved seating, table seating, and festival
tickets to the general public with approved methodologies of the City's
Communications/ Events Manger. The CITY has exclusive authority on the
price of any and all festival tickets.
E. Share festival marketing and promotions approved by the City's
Communications / Events Manager on social media, radio, and television
when requested by the City.
F. The service provider agrees not to post any communications about the
Tejano Music Festival without approval from the City's Communications /
Events Manager.
G. The service provider will prepare and offer to the City, at least 45 days in
advance of the festival, an entertainment schedule for the Main Stage.
II. Cathedral City will perform the following:
A. Contract with all LIVE entertainment directly.
B. Provide all facilities, stage, and theatrical equipment required in accordance
to LIVE entertainment performance contracts and riders.
C. Provide all seating and tables in accordance to ticket sales secured by the
service provider.
D. Provide an online ticketing purchase platform for the sale of festival tickets.
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E. Provide an opportunity for the service provider to observe the festival's
management in order to become better familiar with all general functions of
the festival including planning, implementation, oversight, and dismantling.
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EXHIBIT "B"
COMPENSATION
I. The CITY shall pay the Service Provider the following:
A. $7,500 flat consulting fee with the following bonuses based upon
festival table ticket sales (tables of eight people):
i. 30 tables to 34 tables sold - $500 bonus
ii. 35 to 45 tables sold - $500 additional
iii. 46-55 tables sold - $500 additional
iv. 56-65 tables sold $500 additional
v. 66 + tables sold $500 additional
B. The consulting fee shall be paid in the following manner:
$3,750 due 30 days after the execution of this agreement.
$1,875 due on July 31, 2020
$1,875 due on the date of the festival in 2020.
Bonuses paid within 30 days following the festival.
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EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the Services by Service Provider, its agents,
representatives or employees. Service Provider shall procure and maintain the following
scope and limits of insurance:
Only the following "marked" requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis
to protect Service Provider and City against liability or claims of liability which may arise
out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence
and subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall
be at least as broad as Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001). There shall be no endorsement or modification
of the CGL limiting the scope of coverage for either insured vs. additional insured claims
or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less
than $1,000,000 for injuries, including accidental death, to any one person, and subject
to the same minimum for each person, in an amount not less than one million dollars
($1,000,000) for each accident, and property damage insurance in an amount of not less
than one million dollars ($1,000,000). A combined single limit policy with aggregate limits
in an amount of not less than $2,000,000 shall be considered equivalent to the said
required minimum limits. Coverage shall be at least as broad as Insurance Services
Office form number CA 0001 covering Automobile Liability, including code 1 "any auto"
and endorsement CA 0025, or equivalent forms subject to the approval of the City.
Workers' Compensation Insurance: Workers' Compensation insurance that
includes a minimum of one million dollars ($1,000,000) of employers' liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of
subrogation against the City and its respective elected officials, officers, employees,
agents and representatives. In the event a claim under the provisions of the California
Workers' Compensation Act is filed against City by a bona fide employee of Service
Provider participating under this Agreement, Service Provider is to defend and indemnify
the City from such claim.
Professional Liability Insurance: Professional liability insurance appropriate to
the Service Provider's profession in an amount not less than one million dollars
$1,000,000 per occurrence. This coverage may be written on a "claims made" basis, and
must include coverage for contractual liability. The professional liability insurance
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required by this Agreement must be endorsed to be applicable to claims based upon,
arising out of or related to Services performed under this Agreement. The insurance must
be maintained for at least three (3) consecutive years following the completion of Service
Provider's services or the termination of this Agreement. During this additional three (3)
year period, Service Provider shall annually and upon request of the City submit written
evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer
or either Party to this Agreement, reduced in coverage or in limits except after 30 days'
prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by Service
Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The
coverage shall contain no special limitations on the scope of protection afforded to City,
and their respective elected and appointed officers, officials, or employees.
b. Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by City,
and its respective elected and appointed officers, officials, employees or volunteers, shall
apply in excess of, and not contribute with, Service Provider's insurance.
c. Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
d. Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees or
volunteers.
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e. The insurer waives all rights of subrogation against the City,
its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City may
require that Service Provider furnish City with copies of original endorsements effecting
coverage required by this Exhibit"C". The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect complete, certified copies of all required insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers, or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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