HomeMy Public PortalAboutAgreement_2019-05-07_Vavrinek, Trine, Day & Company, LLP_Fifth AmendmentFIFTH AMENDMENT TO AGREEMENT FOR SERVICES
by and between
the
CITY OF TEMPLE CITY
and
VAVRINEK, TRINE, DAY & COMPANY, LLP
Dated May 7, 2019
Pagc I of 13
FIFTH AMENDMENT TO AGREEMENT FOR SERVICES
This Fifth Amendment to the Agreement for Services ("Fifth Amendment'), which is dated
for reference as indicated on the cover page. is hereby entered into by and between the CITY OF
TEMPLE CITY, a California charter city ("City'), and Vavrinek, Trine. Day & Company, LLP
("Service Provider"), as follows:
RECITALS
A. On January 6, 2016, the City requested proposals from qualified Certified Public
Accounting (CPA) firms for a three-year contract to audit its financial statements beginning
with the fiscal year ending June 30, 2016. with the option to renew the contract for an
additional two fiscal years, for a total of 5 years.
B. On April 5, 2016, the City Council authorized the City Manager to enter into an agreement
("Agreement") for professional audit services with VTD for Fiscal Year (`'FY") 2015-16.
C. On April 4. 2017, the City Council authorized the City Manager to enter into a first
amendment to the Agreement for professional audit services with VTD for the FY 2016-
17.
D. On April 17, 2018, the City Council authorized the City Manager to enter into a second
amendment to the Agreement for professional audit services with VTD for the FY 2017-
18.
E. On January 2, 2019, the City Council authorized the City Manager to enter into a third
amendment to the Agreement for professional audit services ("Third Amendment') with
VTD to include the preparation of the required GASB 75, Accounting and Financial
Reporting ,for Postentpioyment Benefits other that? Pensions, accounting entries and
disclosures for the FY ended June 30, 2018.
F. On February 5, 2019, the City Council authorized the City Manager to enter into a fourth
amendment to the Agreement for professional audit services with VTD for the preparation
and submission of the FY 2017-18 State Controller's Office Cities Financial transactions
Report.
G. On May 7, 2019, the City Council authorized the City Manager to enter into a fifth
amendment to the Agreement ("Fifth Amendment') for professional audit services with
VTD for FY 2018-19.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this Fifth Amendment, which modi tics and amends the Agreement as
follows:
Page 2 of 13
AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Section 1. Section I is hereby modified and amended as follows:
Subject to the provisions of Section 20 "Termination of
Agreement" of this Agreement, the Term of this Agreement is for
12 months commencing on the date when the Fifth Amendment is
properly executed by the appropriate authorities of the City and
Service Provider,
1.2 Section 2 of the Agreement is hereby amended as follows:
The Service Provider will prepare the GASB 75 Other Post -
Employment Benefits accounting entries and related note
disclosures for the Cit%'s financial statement in addition to the
services included in the Agreement.
1.3 Section 4 of the Agreement is hereby amended as follows: The
third sentence of Section 4, subparagraph (a) of the Agreement is
amended to read as follows:
The total all-inclusive maximum fee for FY 2018-19 audit shall be:
Fifty -Eight Thousand Seven I lundred and Thirty Dollars (558,730).
Amount not to change unless additional compensation is approved
in writing by the City Council or City Manager.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except specifically modified and amended in
this Fifth Amendment and previous amendments. First, Second, Third and Fourth
Agreements remain in full force and effect and binding upon the parties.
2.2 Integration, Chis Fifth Amendment consists of pages I to page 6
inclusive, which constitute the entire understanding and agreement of the parties and
supersedes all negotiations or previous agreements between the panics with respect to all or
any pan of the transaction discussed in this Filth Amendment.
2.3 Effective Date, This Fifth Ameniment is effective on the date it was
formally approved by the City Council and executed by the appropriate authorities of the
City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
Page 3 of 13
2.5 References. All references to the Agreement include all their
respective terms and provisions. All defined terms utilized in this First Amendment have the same
meaning as provided in the Agreement, unless expressly stated to the contrary in this First
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Fillh Amendment to
the Agreement on the date and year first written above.
CITY:
ATTEST:
Peggy Ku , C y dierk 10 l J I
APPROVED AS TO,4FORM
fe �G i9
GregotW. Murphy, y Attomey
THE CITY OF TEMPLE CITY
By:
Bryan Cook, City Manager
/ate/
SERVICE PROVIDER:
Vavrinek, Trine, Day & Company, LLP
Page 4 of 13
� r11i
notary public or other othcer compleung this oertlucate venues
3ned the document to which this certificate is attached, and not
i'_' M Y.R
11111111-1-11 PRIT'Ve
the identity of the individual who
truthfulness, accuracy, or validity
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATI ON, OR OTHER
RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S
BUSINESS ENTITY.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On 200 before me, U h OCA O rfi ZNf 1 �( ♦7tl 121.1C
valu arae 1 Cer e.g. ane afy-?moi I
personally appearedot(r %v tl u Z N l %r0 net k t�✓t a )i SG l i i I `: , .t
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/shetthey executed the same in his/her/their authorized capacity(ies), and that by
LEnclu0111M I his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
Notary Public • Cdifomia
a.,
San eernardimCmnty I of which the persons) acted, executed the instrument.
Commissionr 11a755�5 Cam.. EwmyMay 11, 3011 ( 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.
S.gnatore of yo /ny 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 SIGNER(S)
Signer's Name:
Individual
Corporate Officer
Tble(s)
Partner(s) Limited
General
Attorney -In -Fact
Trustee(s)
GuardiarvConservator
Other:
Signer is representing:
Name Of Peatoi Or Entsypes)
Page 5 oft3
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of - O - ----- ---
Pages
Date Or Document
��n M Y l Y + 1 1 s . A . I ��. W M + ��! n . . ��. q p
EXHIBIT A
SCOPE AND SERVICES
Section 5 - Audit Plan/Scope of Work
A. Our Proposed Audit Plan
Our engagement approAch tun the Cit% of I emple Cit, soda bas wefi-detailed gt+ab h1% which the engagement
partner can nneasurr pnsgrest tha audit plan include, I"new comact hetween the ipMer and the
engagetlum team to assure that otrymuves are atlanntnf aceadmg to the audit scitedutes and that pn+bkms are
communicated and deah with on a timer basis Our engagement approach berwiitz from our long
accumulated experience during whithh our [inn has Identified key areas ut linatlrial and xcount+ng consen, nn
IN audit ftrvtcess. More Imp riattly. the approach rot irks for a rttmplM rrassemmenl of'the managemem
anJ canard enrt inmmcm in cx'h 'I VAt , Audit and thu, r, tapable W mrpottding I,,, hanget and u JI emurc that
&Alines are met In issuing the annwi tiaamial ,latemcnt,.
The kty dtaracuristics Ill out cnllagcmemt appr+ach are
• dlmtmletlge w the 1411. .a [onnglle I'Ill ,rnd umii"r r.uare% We hate e.tensire experience auditing
tlottrnturntat entitle+ trmrlat to the ( n, I ns espertenWc onahie, us to rertirtm a move cfliaent
audit And ideal]tt kt. audit risks
• f'*est efforrn, "",%. Our etpen¢nvcd audilun low petcmtage of turnotat teducc ,vur colt
• Month'„ 11 a take deadlines. tx,th y,mrc and an, sensush .
It Purim.. +e+ulagv, ,n n,Hrnn,•nt Dectding tin audit strategkt rcqunres aea.Wned judgment Our
ftxtrMrs and managers lutc teen heads and e,vnindouth in%M%ed in gnscrmnenfal audit,
funh.+rmore. „+u will be able to ctnl,uii with witior team nmv�vr, whcntetet ttcc&%i throughout the
year. N e air avanlahtc .hang the ,car for ant I,fihnnnal consuhauoe that mat antic and ,fvecifiad in
the request for propwl.
Prtne.lA (gement f)LaIdf.itafs
Our audit plan for each of the fiscal y can involves six Ih t stages for each audit. t hest stages are'
Stage 1, Planning
Stage ?. Risk Assessment
Stagc Preparation of the Ot crall Audit Platt
stags 4. ( ,uaductmg the Imam, %udd
Stage t. Conducting the i anal \edit
Ntage n Replotting
I hese steges tall he applied it, the 6I}', ( At R a,hdn .r� ,.cll a.ihc other aurin+ the audit ;.pff,wh w ill he
tailored to the risk td each indmdual CIIIII!I ,aid the stair ,.It alta Ite Adpuakd a, nccevta It, cns,rrc teat each
mtin', tinartcial ,tatementt ire rant, ,tattti)
Vyge /. /'kr,mrrSst
VI U will meet with kc% stall to plan the audit un it c, Inr the year. Ihesr mtetinf(s will ,discuss all audit
issues and the prepsscd interim work Plan. Ounnh ;Ire. pease. we will aceui ish
• tdrnitlj ing the leu) picntututvl and suntacts it Itte I-rrnanee Octiarb»ent And Wirer drparunctn,
• ldennly the l'ity of "I enspk t rte wlitullvanf :tastes ul trintsactunis and Itusmtss processes
• Ohuun an unimtanbntr of audit risk areas
• f]neMping an undentandhn, It unusual ltarrt lwn, or etetn, that hale at:vurted Jurmv the liteal
t car
• f ormalinng lo%istics.
• Ftnalnnng tirc tunciranics fur unrtim 14CIJwurk
Mage 6 of 13
Section � — Andit Plan Scopc o0% ork
:k. Our Prupo,rd %mlit flan. i( untinuedi
Slay" - RfaA-1„erynenr
Based upon the Information untanned In the planning mceunp V I D mill perfvrm a risk Asse„ruent is
required b) Statements on Auditing Standard, iSASI to he used in the preparation nt the overall "if plan
A, pan of this risk asts;s,ment we wih pertonn du kdlow 1119
Obliori An undcistatdmg of the ctal!% And u, crnuotwrem and It, risks and trwlerial somphtme
rcyuircrnnua b"1"D will refer In the (Iith', ph,K ,ear C omprchensttr Annual f inimmial Nepxi. annual
d
nldgo mutocm. inumcipm ,I•.ic and .,Ilwt tck, am jo"mcn(atiun w as,tst with our w jcs, aWiduig of
the k"a)'s nu,tnrss envimnrrterif and nsks t, ID will alio conJucl inqutrs with key ind+tdual, within the
C11% who are retisonsible for eutiutalg the 0"'s suategi% plan.
Obtain an undctwtandinr of the entuy , internal contmh it r D wiH refer to the (it% , dxg;tn:ratnaui
Charts. Ixdgct %%mien Iwhsre, and ptmcdwce, finanstil acWunfl ,YY(envt to stint %lith deur
oderstarding tit internal ctlniruts VI 1) will al„, perform inquin. tilmrsarion. msp,ectutn. and %A -
drought of kc. Internal ,unroll. A+ emutc those kc., torttfols art rwperlt destgned anJ anplr»xmcd
Ac: Imcmui exnstrol seek, include
• Revenue Cbl lecttnn Btiiltrg
• Prucuremem Cash Ursbursenxms
• Imestwill itnmakemcnf
• Ikbt managn»ent
• I-marwial rcprrtntg
•
Year tnJ cloNing
• BUJgallitg,
• Nisk
management
• I f aman Resource, Pas mll.
• 11 Controls. relating hr all aspect, %,l the audit
• I'seraeccss
Sceurit)
• Iluckup and recovers
• S%stem interfaces
• I rand lhr%cntton Programs
• Grants %lanagemcmt
Prtlitnuun anal)iicalttsirw-dcternfinatiuits+l Iueinunan materiality le,cl,
S. Analysis of knvx% misstatements. it any
C'raaideration +,1 risk of mutcnal mn.taterntni m the udtudual account halarwc, class of tran+a:two, and
Jisciosurc level
6. Assessing the risks of matertal mI>tattmtnt at num the firun.ial statenterm and relevaW assertion levels.
7. Assess the nsk ofmaterial noncompliance w ith IAw, and regulations that have a direct and matcriaf ellcct
on the financial st itennsnts.
9 Fsaluation of the fejt}'. mtannatwm echnx5lug} and general intiennahon tcshnoh+gs control,
tare J Frty�ryt�� uJ„(�y_I,Jorruii •{r�N / �u�
Once the planning and risk assessment pmccss art complete an o%vrall made pian will he prepared The Ilan
will sp"dy caeh audit task. slatting ass+gnmtsits. timehnr:. and Joe dates the plan will also nrcak down the
work assignmcm, Isiiuecn Interim and final audit fitnclirw, The audit plan will 'include (he iran%aci o i
,%cies whi,h have been selc0cd Ira Internal %ontn.l 1c,nn} anti Hitly tvr which smh. IIx detailed %,alk
through will M performed
we w dl Al x% prepare'
he prelimman nnneriality guidelines. the audh program, in, Iuding cone iderahol at
Identttteatio, it areas where sitccial audit considcraho t, are ncnmary
Design of funher audit prova•Jares to rcducc risk d :donidereJ nesarssar?.
the dcsctopnwnl of tspcvtal+ont for analyn,Al potvcdum,. unKhncs. And assigrtntcm of all audit
rt•<Iwm,thilifit,
Page 7 of 13
Section 5 — Audit Plan/Scope of Work
A. Our Proposed :Audit flan. I Continued!
swan r the lq(L}•r Attim
Our interim fieldwork Jain will normail) occur Juanµ the tiferch Mal nmefrmor. the specific we¢k• will
be determined during the plammolg meeting and preparation of ttx Audit plan pr,rties%
Nr will obtain an urulentnnding of the design and impirnteotatiun (if the finaruiat reporting %% rem to
mukrstanJ IIx tallow of Information bas.
I Lath class of trams ions that is signalkAnt to the linamial statements
ihr pnscedurus within beth automac+t and manual +)%kms. by which tho,,c transae•Ihtm arc mivated.
authorised, recorded, processed. and reported in the linancral s(atemcnis
S the rehired Amounting rmercls, whether in elcetnsrtuc or manual supposing infisrniation, and spctilk
accounts in the linAmwl st tic"wros imokeJ in initialing. authurtting, rccvrdinµ. processing and
reporting trnnsaetimis
t. Ito% lite mfornatitn i+steno caMurrs events and .d/Jltions other Than ,lasses of lrmlu ''lolls that
are xfgnificant to the financial <taicmen[s:
4. the financial reportmg process used to prepare fire (m) s linamw statements. Including ogmficmi
aceouming estimates and dnriersnn9.
7. the Final j#Air
We will commence our final fieldwork as sate ASCII) of I cropic City has suflicrerulx closed thea accounting
records We :%pert final fieldwork to take place during %metriber � October
During thi, rhSse, we will prrfnnn whslantiae audit procedures on the )car -c d +talcur¢nt of net position and
fad balances, rrscnuc amp expenditure expense accounts Ur will ow a writ) of audit p irmcdures which
ma) include outside confirrnatinro, senaucul wmplinl. and detailed lestmg of >ChRcdulax, anal)ttcal resmr.
apum. and ohscrsntion Dunng Thus phase or will draft the finalxial +Lltcmcnls
Garr a the R�n,'rt2Ley Phrsr
At the end of mx audit process we w di meet +,ah kcr dal' to cosec the tollcming
• Dix ass unpnrscnxnts for sutweepxnf scar+aldu plan.
• 11atq wish the Audit Cutnmittee ar Council ai prssrnt rbc rrsulis of itis audit.
• C'mnnuroicatewith [flow charges witty guserimnec
• We will prepare (Hall Audit Repmis %lith ncutagenxnn icttct cwnnmtN to mauagrinem prior to tit
agreed upon issuance date
• We will prrptre Pinal (haft Audit Report, and management ItNler comnrerm for plex41tall n to the ( it,
prior to the agreed upon issuance date.
• Significant detieiencies and material wcaku %w,i td ami identified during the aurae of the audit
Professional standards require written comntmwraiwtt o management mol those :larged „ah
goienarrce, of significant c1cficierficics nr matcnal weakri idetnilied during the audit"
• filum masters that see believe to be of potential benefit to the management of the ( n). soh ar
rret+mnxnsauuns
for operational or ad"umvtranlc cffrciena}. it for unproring existing internal contmis
Page 8 of 13
Section 5 — Audit Plan/Scope of Work
\. Our PrulnneJ Aiulit flan, l( unttourdl
Communication
We do not bc{tcsa in surprises. .Alihdntgh the reporting phase inrulaca a reap ut the proeess tie will be in
axritant eommunicatiun rcgarding the Tach aspect of the audit thrraighntn the entire proeesa. Vou %til not
bare any surprises at the cru) of the audit
If. Use of ('omputer Asxisled Auditing I "Imitlacs S iltware to the EaRal(entent
M, key members assigned to the Ctn's rogagetneta (tarn are c_sper+rnscd to wuAing wash tnanletpsl
mformatmn systems such as SuMiard, crack. PoTile%oll. IFAS. 9AP. Grua Plains, FAMN, mJ HARRIS
Uabty Billityt ay stems. I herefore munmal amounts vt Cllr nmc would he aecessan 10 train rnn team In hu"
to rant eiiisisrodr aeeers Clts tram —tkaw and Josumemt, l,N the audit.
In asstN in nor a%WSsrMni .'i the 11 rnatrnnrmnt under the Ct)SIO and C0,1111 lnmewoM, the etitagenxnt
team will utditee our II speeialtst: his. Jeanne I.ukrn. Partner. CPA. LISA, ClIP. CCBIA. MBA. further
ininmwtion tm Ms i.oken mid her crperMt0.e is included in the resumes seeiirm of the pmpiml
C. Engagement Timeline
1'6�nnK skctsdy illate I t
Match
s..JN mmnng t\tage « a -j it
Apra
laterm t r44»rat {Mal¢ at
Ma)
t.vd \ <a•1 nJ N..rt iltanl
sq tnnhn
fral\rar •LuJ\ti.uP, if all dliw
ticptmltvt
Ueha Iran totm,w: ae7.nrt lydaQe' r
O kA.er
Delmer final Retu'ns
'W.sembcr
Page 9 of 13
March
A)adl
May
kyMemhcr
trarher
"wwnnbm
EXHIBIT B
COMPENSATION
Cost Proposal (All lnclusiac Maximum Price)
ue arc titin)) conmitted to providing the Cray of Trmpt. t k ICity with the wperor level of prolcasiomi
sort ices Out the (airy has coin to expo% hmo it% nnlepctufent ataliltm We same to provide eu;estnontil %tali.
qualh), and tdiuc at the loam posulsic fees comislam with the npecmi" of the Cisy Out nor aM
,votpctroac. "en with out depth of c%pmeme mid av n votnicnt so quality
lfowc.cr. sac do nut want ICC% [lora it, he An ots%tut is to the t il%'% selection of Vat rvwL. f rine, Oa} R Co- 11.11.
%c world tt happy to dtaysv and nerRIAW NMI, itv ts%ucs m3 re%pomihdtnes with you.
I City of Iemple l'a) CAI -H Audit
•]b
..,u
S
2227
rincluinC$ lv"ti lamit AtIPI
i m1pos?
S 44U0hi
S 11_400
S 41.40
S 546'n
I AtAdf Audra Repots
its
191
(j
I auumrs arc minor lx"raml
.,. Jom
it )0
JARU
3.Ii]
?,274 E
to"l Sir Fiscal Yrar tout-iv-e%ceedt
53S.uVO
S 51 -AM
Sd.59U
S 5432=
i3 7I
u Addhiuta mtyur proffrims will be $2.500 pet pruplatn
110URt,V RA -M OR' T11L FIRW'S PROMSIONALS:
$
•]b
..,u
S
2227
S
Ali
140
IfU
its
191
141
I=ll
15%
I"
Ido
loo
14.1
14v
vv
'15
42
Jul
til
6S
67
6i
Page 10 of 13
S
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 Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
xt Automobile Liability. 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.
x 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
a period of no less than three years after completion of the services required by
this agreement.
Paee 1 I of 13
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury. personal injury and property damage.
(2) Automobile Liability. No less 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) Profimional_Liability. $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 Liability and Automobile Liability Coverages.
(1) 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.
(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.
(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
Page 12 of 13
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 Reauirements. 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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