HomeMy Public PortalAboutAgreement_2019-08-20_Bartel AssociatesAGREEMENT COVER SHEET IG - L7b4
AGREEMENT'
Type of Contract
IConsultant Services Professional Services Public Works Other:
Meeting Date of Approval (only If Applicable)
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Date
Contact Information
Name of Company:
Address:
Contact Person:
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Term of Contract
Beginning Date Contract Completion Date
Total Contract Amount Notes:
Dollar Amount
Contract Reviewed By
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Attorney
Lj Administrative Services Director Lj Other:
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AGREEMENT FOR SERVICES
THE CITY OF TEMPLE CITY,
a municipal corporation
and
BARTEL ASSOCIATES, LLC
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
BARTEL ASSOCIATES, LLC
This Agreement for Services ("Agreement") is entered into as of this 2Oday of
August 2019 by and between the City of Temple City, a municipal corporation ("City') and
Bartel Associates, LLC, a California limited liability company ("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 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 Temple 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, inconsideration 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 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is good until the services are completed.
SECTION 2. SCOPE OF SERVICES &SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the serv
ices 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. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4, COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of
this Agreement by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Nineteen Thousand Four Hundred Dollars ($19,400),
unless additional compensation is approved in writing in accordance with Section 26
"Administration and Implementation" or Section 28 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and subcontractor contracts. Subcontractor charges shall be
detailed by the following categories: labor, travel, materials, equipment and supplies. If
the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review each
invoice submitted by the Service Provider to determine whether the work performed and
expenses incurred are in compliance with the provisions of this Agreement. In the event
that no charges or expenses are disputed, the invoice shall be approved and paid
according to the terms set forth in subsection (c). In the event any charges or expenses
are disputed by City, the original invoice shall be returned by City to Service Provider for
correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause Service
Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and
undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Service Provider.
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SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of any
of the provisions of this Agreement including, but not limited to, Section 16
"Indemnification" and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or otherwise
disposed of by City without the permission of the Service Provider. Upon completion,
expiration or termination of this Agreement, Service Provider shall turn over to City all
such original maps, models, designs, drawings, photographs, studies, surveys, reports,
data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of
this Agreement shall not extend to such use of the maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 7. 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.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies of
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such documents or records shall be provided directly to the City for inspection, audit and
copying when it is practical to do so; otherwise, unless an alternative is mutually agreed
upon, such documents and records shall be made available at Service Provider's address
indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors -in -interest
and authorized representatives.
SECTION 8. INDEPENDENT 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) The 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
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 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications, experience
and facilities necessary to properly perform the Services required under this Agreement
in a thorough, competent and professional manner. Service Provider shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all
Services. In meeting its obligations under this Agreement, Service Provider shall employ,
at a minimum, generally accepted standards and practices utilized by persons engaged
in providing services similar to the Services required of Service Provider under this
Agreement. In addition to the general standards of performance set forth this section,
additional specific standards of performance and performance criteria may be set forth in
Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under
this Agreement. Where there is a conflict between a general and a specific standard of
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performance or performance criteria, the specific standard or criteria shall prevail over the
general.
SECTION 10. 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 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the California Labor Code
or regulations promulgated thereunder: Construction, alteration, demolition, installation,
or repair work performed on public buildings, facilities, streets or sewers done under
contract and paid for in whole or in part out of public funds. In this context, "construction"
includes work performed during the design and preconstruction phases of construction
including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap,
medical condition or marital status in connection with or related to the performance of this
Agreement.
SECTION 13, UNAUTHORIZED ALIENS,
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seg., as amended,
and in connection therewith, shall not employ unauthorized aliens as defined therein.
Should Service Provider so employ such unauthorized aliens for the performance of the
Services, and should the any liability or sanctions be imposed against City for such use
of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the
cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees, incurred by City.
SECTION 14. 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
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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 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.
(c) 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 15. 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) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order or
subpoena.
(c) 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 attorneys fees, caused by or incurred as a result
of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider , its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party regarding
this Agreement and the work performed thereunder. City retains the right, but has no
obligation, to represent Service Provider or be present at any deposition, hearing or
similar proceeding. Service Provider agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided by
Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
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SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all 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 attorneys fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers, agents, employees
or sub -contractors of Service Provider, in the performance of professional services under
this Agreement.
(b) 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 attorneys 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 sub -contractors of Service Provider.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this section
from each and every subcontractor 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
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
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surveyors, and the business entities that offer such services in accordance with Lite
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 17. 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 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider under
this Agreement. In recognition of that interest, Service Provider shall not assign or
transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all remedies
at law or in equity, including termination of this Agreement pursuant to Section 20
"Termination of Agreement." City acknowledges, however, that Service Provider, in the
performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. 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
sub-contractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. 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.
(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 21. 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 20 "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 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God, acts
of the public enemy, acts of federal, state or local governments, acts of City, court orders,
fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term
and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. 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 24, NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be given to the respective parties addressed as follows:
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To City: City of Temple City
Attn: Bryan Cook, City Manager
9701 Las Tunas Dr,
Temple City, CA 91780
To Service Provider: Bartel Associates, LLC
Attn: Doug Pryor, Vice President
411 Borel Avenue, Suite 101
San Mateo, CA 94402
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 25. 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 26. 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 28 "Amendment" and the City Manager's
contracting authority under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 28. 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 Temple 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 29. 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
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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 30, 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
state trial courts shall lie exclusively in the County of Los Angeles, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Los Angeles.
SECTION 31. 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 32. 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 33. 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 34. 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.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first -above written.
ATTEST:
/
934 MORNSAFA
CONTRACTOR:
By
(Authorize fficer)
Name: 2 Cp oA pt. O`
Title:
CITY OF TEMPLE CITY:
Bryan , City Manager
APPROVED AS TO FORM:
�Aw
Greg fyt hy, City torn
PLEASE SEE ATTACHED
NOTARY CERTIFICATE
(2nd signature required if Corporation, Incorporation or Limited Liability
Corporation)
By(uthori ed Off er)
Name: 1 Iwo, tip: i(. ed 1\0?
Title: JVD' vyJ 4 7/e-asLL e,,�
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 -l' IX1 OS" ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 20 ,before me, ,
Date ame And Title Of Officer e.g. ane Doe, Notary Public')
personally appeared
Name of Signers)
who proved to me on the basis of satisfactory evidence to be the
persons) 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.
CAPACITIES) CLAIMED BY SIGNERS) 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
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Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(les)
Signer(s) Other Than Named Above
RIV N4838-6958-3880 v3
DRAFT I/27/IS
CIVIL CODE § 1189
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.
OnlS before me, Alexis Garzota Roman, Notary Public
D to _ _ Here Ins.Qrt Name and Title of the OfficerState of California
County of San Mateo
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I celiify 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
Signature of Notary Public
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Doc m t
Title or Type of Document: �""' I
Document Date:
Signer(s)
Other Than Named Above:
Capacity(ies)
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Signer's Narpe
❑ Corporate C9
❑ — Title(s):
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❑ Corpor OfFlcer — Title(s):
❑ Partner— Limited ❑General
❑ Individual ❑ Atto yin Fact
❑ Trustee ardian of Conservator
❑ Other:
Signer is Rep nting:
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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.
NT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On kpsl 16 .20before me, to Metlylc� No ! ljkPc
'a Date afne mrig Me Of Ouicer e.g. Jane uoe, Notary Publi
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same in hAlher/t"r authorized capacity(0), and that by
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Los Angeles County fyomrn. Expires Ma L 2022 of California that the foregoing paragraph is true and correct.
WITNESS my handand official seal.
Though
OPTIONAL
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RIV #4838-6958-3880 v3
DRAFT 1Y27/IS
RIV H4838-6958-3880 v3
DRAFT IR7/IS
EXHIBIT "A"
SCOPE OF SERVICES
SEE ATTACHED
4; ;ttc IAI I1,. 1, il:
August 1, 2019
Susan Paragas
Director of Administrative Services
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
Re: GASB 75 OPEB Actuarial Valuation Fee Estimate & Data Request
Dear Ms, Paragas:
Bartel Associates would be pleased to provide the City of Temple City actuarial consulting services. This
letter summarizes the project scope and our fee estimate for a June 30, 2019 actuarial valuation of the
City's retiree healthcare plan.
Bartel Associates
Bart
el Associates is an employee -owned, California-based actuarial consulting firm providing pension
consulting and OPEB actuarial valuation services exclusively to public agencies since 2003. Attached is a
brief summary of our firm; additional information can be found on our website, www.bartel-
associates.com. We can provide specific client references upon request.
Background
The City contributes to its retired employees and their covered dependents medical benefits through
CalPERS healthcare program (PEMHCA) for eligible employees who attain age 50 (52 for PEPRA
employees) with at least 5 years of service. The City pays 100 percent of the cost of the medical insurance
premiums of the retired employees and 50 percent of the cost of the medical insurance premiums of their
family members. Surviving spouses may also receive 100 percent of premium, with their dependents
receiving 50 percent. For employees who retired on or after April 1, 2000, the City will also pay full
dental and vision premiums. Dependent coverage for dental and vision is available at the retiree's
expense. The City does not pay retiree life insurance benefits or Medicare Part B premiums. As of
June 30, 2017, the most recent actuarial valuation, there were 37 active employees eligible for OPEB and
29 retirees receiving OPEB benefits.
In fiscal year 2012/13, the City contributed $1 million into a Section 115 irrevocable OPEB trust in order
to prefund its OPEB liabilities. Through fiscal year 2017/18, the City has made no further contributions
to the trust, paying the retiree "pay-as-you-go" cost of benefits only.
Bartel Associates prepared the June 30, 2014 and June 30, 2011 OPEB/GASB 45 valuations for the City.
The City provided us with a copy of the most recent valuation report as of June 30, 2017 used in the
City's June 30, 2018 GASBS 75 reporting. This valuation typically would be the basis for the City's
June 30, 2019 GASB 75 reporting. However, the discount rate used is the full assumed rate of return on
assets, yet the City has not made contributions to the trust during the last 5 years. It is not clear that this
assumption is acceptable under GASBS 75. We do not have details on the City's funding policy, and
suggest you discuss this issue with your outside auditors.
411 Borel Avenue, Suite 101 •San Mateo, California 94402
main.' 650/377-1600 •fax: 650/345-8057 • web.' www.Bartel-associates.com
Susan Paragas
August 1, 2019
Page 2
Fees and Timing
We can offer the City 2 options for the valuation:
■ Basic Valuation
The June 305 2019 valuation will provide the City a "funding report" with the Plan's June 30, 2019
funded status and actuarially determined contributions (ADC) for fiscal years 2019/20, 2020/21, and
2021/22. This valuation will also be the basis for GASBS 75 accounting information for the 2019/20
and 2020/21 fiscal years, which will be provided in two separate reports. We believe issuing separate
reports for funding and accounting minimizes confusion.
The Basic valuation funding report will include all valuation results, the ADC for 2019/20, 2020/21,
and 2021/22; a summary of the plan provisions; census data statistics; and actuarial methods and
assumptions. The GASB 75 reports will include all actuarial information needed for the GASB 75
footnote disclosures and the Required Supplementary Information. In addition, supporting calculations
and journal entries will be provided. We will review and discuss the report with you over the phone,
but an in-person meeting is not included in this fee.
Additionally, we understand the City may ask us to prepare the 18/19 GASES 75 disclosure report,
with the draft report due by the end of September.
Information provided, timing, and fees are as follows:
Option: Consulting Valuation
In addition to the information above, the Consulting valuation includes:
1) A meeting at the City focusing on understanding the plan's status and planning for its financial
management
2) Illustration of implied subsidy
3) 10 -year projection of benefit payments and contributions
4) Statistical comparison of City results with other Bartel Associates OPEB valuations
5) Detailed participant statistics, including summary of healthcare plan and coverage elections; and
6) Summary of upcoming OPEB and CalPERS issues.
The additional fee to add a consulting valuation for the first year is $3,000.
411 Borel Avenue, Suite 101 •San Mateo, California 94402
main.650/377-1600 •/ax:650/345-8057 •web: www.Bartel-associa(es.com
Approximate
Project
Start/Completion
Fees
Date
Funding valuation report and meeting, including
August 2019 /
$ 8,500
* 6/30/19 funded status
October 2019
• 19/20, 20/21 and 21/22 Actuarially Determined
Contributions
GASBS 75 accounting report for 18/19
August 2019/
2,200
6/30/19 valuation & 6/30/18 measurement date
September 2019
GASBS 75 accounting report for 19/20
July 2020 /
2,200
6/30/19 valuation & 6/30/19 measurement date
August 2020
GASBS 75 accounting report for 20/21
July 2021 /
2,500
(based on the 6/30/19 valuation, rolled forward to
August 2021
the 6/30/20 measurement date, and updated for
the required discount rate as needed
Total (includes 3 years GASBS 75 disclosure information)
$15,400
Option: Consulting Valuation
In addition to the information above, the Consulting valuation includes:
1) A meeting at the City focusing on understanding the plan's status and planning for its financial
management
2) Illustration of implied subsidy
3) 10 -year projection of benefit payments and contributions
4) Statistical comparison of City results with other Bartel Associates OPEB valuations
5) Detailed participant statistics, including summary of healthcare plan and coverage elections; and
6) Summary of upcoming OPEB and CalPERS issues.
The additional fee to add a consulting valuation for the first year is $3,000.
411 Borel Avenue, Suite 101 •San Mateo, California 94402
main.650/377-1600 •/ax:650/345-8057 •web: www.Bartel-associa(es.com
Susan
Augustt 1 1, , 20 20199
Page 3
■ Option: Cost Analyses for New Benetit Tiers
The City is interested in the cost savings of providing new hires with lower OPEB benefits. All
current retirees and employees would keep their current benefit. Similar to City cost savings for the
pension plan PEPRA tier, savings will not be immediate, but will develop over the long term.
The City wants to look at 3 options for newly hired employeesretiree medical benefits (likely no
dental or vision would be provided) such as the following:
t) The PEMHCA statutory minimum, which is currently $136 per month.
2) A flat $600 per month for pre -Medicare retirees and $400 per month for Medicare retirees. No
future increases will be assumed for these amounts.
3) The City pays half of the premium cost for the retiree and one quarter the cost for any
dependents. The PEMHCA minimum benefit would apply to anyone retiring directly from the
City.
The additional fee to analyze the cast savings for up to 3 new benefit tiers for new hires, including a
meeting at the City, is $4,000. If the Consulting Valuation option is also selected, the additional fee
will be $3,000. These fees assume the optional benefits are similar in complexity to the above
examples.
Our fee quote assumes:
■ We will bill the City monthly for project progress at the following rates, which would also apply to
any out of scope work:
Position 2019 Hourly
■ Participant census data requested will be provided completely and accurately in an Excel workbook
with one record per participant. All plan, financial, and census information requested will be provided
and be internally consistent.
■ The City has made no changes to its retiree healthcare plan or healthcare providers since the last
actuarial valuation as of June 30, 2017.
■ The City's funding policy is sufficient to support a discount rate equal to the full assumed rate of
return on assets. As mentioned above, it is not clear the full discount rate is appropriate. If the full
discount rate cannot be used, additional fees will apply for calculation of the cross-over test and
assumption changes required under GASBS 75.
■ No substantial changes occur between the valuation date and the GASBS 75 measurement dates that
would require revised actuarial assumptions and/or plan provisions.
■ There will be no additional charges for expenses (e.g., travel, telephone, copying, etc.).
Data Requirements
To begin the OPEB valuation, we will need the following information:
General Information
■ Summary of OPEB plan provisions and copies of the most recent MOUS far bargained employee
groups and agreements for unrepresented groups if available.
■ A statement of the City's funding policy.
■
City's most current CaIPERS PEMHCA resolutions.
411 Borel Avenue, Suite 101 *San
Mateo, California 94402
main: 650/377-1600 •fax: 6501345-8057 •web: www.barlel-associates.com
Rates
Partner & Vice President
$ 290
Assistant Vice President
260
Associate Actuary_210
Senior Actuarial Analyst
190
Actuarial Analyst
155
■ Participant census data requested will be provided completely and accurately in an Excel workbook
with one record per participant. All plan, financial, and census information requested will be provided
and be internally consistent.
■ The City has made no changes to its retiree healthcare plan or healthcare providers since the last
actuarial valuation as of June 30, 2017.
■ The City's funding policy is sufficient to support a discount rate equal to the full assumed rate of
return on assets. As mentioned above, it is not clear the full discount rate is appropriate. If the full
discount rate cannot be used, additional fees will apply for calculation of the cross-over test and
assumption changes required under GASBS 75.
■ No substantial changes occur between the valuation date and the GASBS 75 measurement dates that
would require revised actuarial assumptions and/or plan provisions.
■ There will be no additional charges for expenses (e.g., travel, telephone, copying, etc.).
Data Requirements
To begin the OPEB valuation, we will need the following information:
General Information
■ Summary of OPEB plan provisions and copies of the most recent MOUS far bargained employee
groups and agreements for unrepresented groups if available.
■ A statement of the City's funding policy.
■
City's most current CaIPERS PEMHCA resolutions.
411 Borel Avenue, Suite 101 *San
Mateo, California 94402
main: 650/377-1600 •fax: 6501345-8057 •web: www.barlel-associates.com
Susan Paragas
August I, 2019 i
Page 4
The City's June 2018 health premium invoice. Please remove any Social Security numbers.
PARS plan asset information (provided by PARS):
• Asset reconciliation between the last valuation date of June 30, 2017 and June 30, 2019 showing
annual City contributions, investment earnings, benefit payments, investment expenses and
administrative expenses. Include a schedule of contributions and dates made.
• Note that expenses must be split between investment and plan administration expenses.
• Investment allocation as of June 30, 2019 shown by major asset classes (domestic equity,
international equity, domestic bonds, cash, etc.).
• Current investment policy, including target investment allocation percentages and ranges for each
asset class.
• Amounts of City contributions made through the end of the fiscal year for GASB 75 reporting
purposes.
Participant Census Data
■ We recommend the City request a copy of its June 30, 2019 CalPERS PEMHCA data extract to use
as the basis of the census data. You can email CalPERS at CERBT4U@calpers.ca.gov with the
desired date of the extract. The City should remove any retirees and actives who are not eligible to
participate in the City's retiree healthcare plan, for example, if retirees did not retire directly from the
City, or seasonal workers not eligible for PEMHCA benefits.
■ Overall, the files should contain the following information:
• Active Employee
Data -name, employee number (not Social Security number), gender, birth date,
hire date, medical plan, medical coverage (single/2-party/family), enrollment level
(Classic/PEPRA), service with the City, total CalPERS service including service at other agencies
(if available), dental plan, dental coverage (single/2-party/family), vision plan, vision coverage
(single/2-party/family). Include any active employees who are eligible for but have waived
healthcare coverage.
• Retiree Data - name, employee number (not Social Security number), gender, birth date, retirement
type (service retirement, disability retirement, surviving spouse), retirement date if available,
medical plan, medical coverage (single/2-party/family), spouse's birth date (if available), portion of
medical premium paid by the City including amounts paid outside of PEMHCA, dental plan, dental
coverage (single/2-party/family), portion of dental premium paid by the City ,vision plan, vision
coverage (single/2-party/family), portion of vision premium paid by the City. Include any retirees
or surviving spouses of retirees who have waived coverage.
Regarding the census data, please note:
• The census data provided should be a snapshot of active employees and retirees as of the June 30,
2019 valuation date.
• In order to maintain confidentiality, please do not provide Social Security numbers for the
employee number.
• Our fee estimate assumes that the City will merge and reconcile all data files and provide one
census file with one complete record for each employee and eligible retiree in an Excel workbook.
If the City needs our help to merge and reconcile data, our fees will be higher.
GASES 75 Accounting Report Data
■ Fiscal year end June 30, 2020 GASBS 75 Accounting Report Information
• Covered employee payroll for fiscal years 2018/19 and 2019/20 — the total payroll (gross W-2
Medicare wages) for all employees who could be eligible for OPEB benefits (including those
terminated during the fiscal year).
• OPEB retiree pay-as-you-go costs (retiree health insurance subsidy paid by City), administrative
expenses (PEMHCA, PARS, or other), and any contributions to the PARS trust paid by the City
during fiscal years 2018/19 and 2019/20.
411 Borel Avenue, Suite 101 *San Mateo,
California 94402
main: 650/377-1600 • /ax: 650/345-8057 •web: www.baAel-associates.com
Susan Paragas
August 1, 2019 pt
age 5
Fiscal year end June 30, 2021 GASBS 75 Accounting Report Information
• Covered employee payroll for fiscal year 2020/21 — the total payroll (gross W-2 Medicare wages)
for all employees who could be eligible for OPEB benefits (including those terminated during the
fiscal year).
• OPEB retiree pay-as-you-go costs (retiree health insurance subsidy paid by City), administrative
expenses (PEMHCA, PARS or other), and any City contributions to the PARS trust paid by the
City during fiscal year 2020/2 L
• Confirm no substantial changes to the retiree medical benefits since the prior year.
• Participant head counts (actives, retirees, and waived retirees) as of June 30, 2020 (measurement
date), if available.
We may need additional data depending on our review of the City`s retiree medical plan design.
Timing
Normally, the valuation results are delivered about 6-8 weeks after we receive all the requested
information and the City replies to any questions we may have after our initial review of the requested
data.
Please contact me (dprvorna bartel-associates.com or 650-377-1602), or my associate Deanna Van Valer
dvanvaler@bartel-associates.com or 650-377-1612), with any questions on this proposal.
Sincerely,
W� U"
Doug Pryor
Vice President
c: Deanna Van Valer, Bartel Associates, LLC
o.WiW of , o r w isUoi9uan q ,i9aeairni.n GnsBs,s F«wo«aft
411 Borel Avenue, Suite 101 � San Mateo, California 94402
main: fi50/377-1600 •fax: 650/345-8057 •web.' www.bartel-associates.com
BARTEL ASSOCIATES, LLC
COMPANY PROFILE
at Associates, LLC is an actuarial consulting firm specializing in providing states, counties,
cities, and other public agencies with actuarial consulting service. Our clients range from small
special districts to small and large cities and states.
Our services include:
■ OPEB Plans - We have prepared "Other Postemployment Benefit" actuarial studies and
valuations for over 300 California counties, cities, districts, and special purpose agencies to
assist with compliance with GASB Statements Nos. 43 & 45, and now 74 & 75.
■ Pension Plans - We prepare actuarial valuations and assist with the administration of defined
benefit pension plans for California governments and agencies.
■ Plan Design - We assist public agencies redesign existing retirement plans and implement
new retirement benefit programs including retiree medical plans and pension plans.
■ Retirement System Audits - We review actuarial valuations, experience studies, actuarial
assumptions, and actuarial methods for state, county, and other District retirement systems.
■ CalPERS - We provide CalPERS pension consulting services and have made presentations to
county boards of supervisors, District councils, district boards of directors, employee
bargaining groups, and District staff on CalPERS contribution rates and benefit design issues.
Bartel Associates was established in 2003 and is organized as a Limited Liability Corporation.
Our office is located in San Mateo, California. We currently have 22 employees, including 12
credentialed actuaries and 8 actuarial analysts. Eleven of our actuaries are Fellows or Associates
of the Society of Actuaries, 12 are Members of the American Academy of Actuaries, 8 are
Enrolled Actuaries, and 9 are Fellows of the Conference of Consulting Actuaries,
Bartel Associates, LLC
41 I Borel Avenue, Suite 101
San Mateo, CA 94402
phone: 650-377-1600 or 800-256-2090
fax: 650-345-8057
www. bartel-assoc iates.com
411 Sorel Avenue, Suite 101 •San Maleo, California 94402
main.' 650/377-1600 • /ax: 650/345-8057 •web: www.bartel-associales.com
��l & l l _ = 1 t > f i L 3 Y
C O M P E N S A T I O N
S e r v i c e P r o v i d e r w i l l c o m p l e t e t h e w o r k f o r a n a m o u n t n o t t o e x c e e d N i n e t e e n T h o u s a n d
F o u r H u n d r e d D o l l a r s ( $ 1 9 , 4 0 0 ) . M o n t h l y i n v o i c e s w i l l b e s u b m i t t e d t o t h e C i t y f o r p r o j e c t
p r o g r e s s .
R I V # 4 8 3 8 - 6 9 5 8 - 3 8 8 0 v 3
D R A F T 1 / 2 7 / 1 5
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. 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. Insurance is to be placed with insurers with a current A.M.
Best's rating is an assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall
provide the following scope and limits of insurance:
Minimum Scope of Insurance. Coverage shall be at least as broad
as:
x Commercial General Liabilitv. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
x Automobile Liabilitv. Service provider shall maintain automobile insurance at least
as board as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles.
x Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service Provider
and all risks to such persons under this Agreement.
V
Professional (Errors and Omissions) Liability. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written on
a "claims made" basis, and must include coverage for contractual liability. 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.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement. Any policy inception
date, continuity date, or retroactive date must be before the effective date of this
agreement and Service Provider agrees to maintain continuous coverage through
Cl
a period of no less than three years after completion of the services required by
this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial
General
Liabilitv.
$1,000,000
per
occurrence,
$2,000,000 general aggregate for bodily
injury,
personal
injury
and property
damage.
(2) Automobile Liabilitv. No Tess than $1,000,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as required
by the Labor Code of the State of California of not less than $1,000,000 per occurrence
and Employer's Liability Insurance with limits of at least $1,000,000.
(4) Professional Liabilitv. $1,000,000 per claim and in the
aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. 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.
2. Commercial General Liabilitv and Automobile Liabilitv Coverages.
(1) City, and its respective elected and appointed officers,
officialsF 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.
(2) 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.
C2
(3) 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 Vendor maintains higher limits
than the minimums shown above, the Agency requires and shall be entitled to coverage
for the higher limits maintained by the Vendor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by the CONTRACTOR shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of Agency before the Agency's own
insurance or self-insurance shall be called upon to protect is as a named insured.
(5) 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.
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
C3
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.
C4