CC 2014-09-09_08.e. Agreement for Voice and Data ServicesTO:
FROM:
BY:
MEMORANDUM
CITY COUNCIL
KELLY WETMORE, DIRECTOR OF LEGISLATIVE AND INFORMATION
SERVICES/CITY CLERK
WALT CUZICK, INFORMATION TECHNOLOGY MANAGER
SUBJECT: CONSIDERATION OF AN AGREEMENT FOR CONSUL TANT
SERVICES TO PROVIDE VOICE AND DATA SERVICES FOR
CITYWIDE SHORETEL VOiP PHONE SYSTEM IMPLEMENTATION
DATE: SEPTEMBER 9, 2014
RECOMMENDATION:
It is recommended the City Council approve an Agreement for Consultant Services with
CIO Solutions to implement and install a ShoreTel VoIP Phone System and necessary
network upgrades as part of the Citywide phone system upgrade project.
IMPACT TO FINANCIAL AND PERSONNEL RESOURCES:
The total cost of the second phase of this project is approximately $73, 145. The Council
approved $130,000 in the FY 2014-15 Budget to cover network and phone system costs
associated with the phone system upgrade. Of the $130,000 budgeted, approximately
$44,270 has been paid from the funds allocated for the Police Department's portion of
the project which was accelerated into FY 2013-14. Therefore, a budget of $85,730
remains in the FY 2014-15 budget for the Citywide phone system upgrade project.
The City's Information Technology staff will assist with implementation and provide
coordination for the project.
BACKGROUND:
During preparation of the Biennial Budget, funding was approved in FY 2014-15 for a
Citywide phone system upgrade to a Voiceover Internet Protocol (VoIP) phone system.
On October 8, 2013, the Police Department's portion of the project was accelerated into
FY 2013-14 to coordinate the upgrade with the remodel and relocation project.
The second phase of the phone system upgrade project will be to implement the
ShoreTel VoIP phone system Citywide to match what is in place at the Police
Department and establish continuity throughout City departments. There will be an
estimated $12,500 savings in the total project cost based on the original approved
project budget.
Item 8.e. - Page 1
CITY COUNCIL
CONSIDERATION OF AN AGREEMENT FOR CONSULTANT SERVICES TO PROVIDE
VOICE AND DATA SERVICES FOR CITYWIDE SHORETEL VOiP PHONE SYSTEM
IMPLEMENTATION NOVEMBER 26, 2013
PAGE2
ANALYSIS OF ISSUES:
The existing AT&T Centrex phone system is out-dated and is not capable of providing
the functionality necessary to provide a consistent level of customer service. A Voice
over Internet Protocol (VoIP) phone system will enhance the telephony feature set
available to City staff, and provide centralized management of the City's
communications environment.
CIO Solutions has provided a proposal to design and implement a ShoreTel Voiceover
Internet Protocol (VoIP) phone system for the City. The proposal includes a complete
phone system and all required network components to ensure adequate network
connectivity. Considering the first phase of this project was implemented as part of the
Police Department remodel and relocation project, utilizing the same technology firm to
assist with the second phase will ensure consistency in design and implementation and
has been determined to be the most effective solution.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
1. Approve the Agreement for Consultant Services with CIO Solutions;
2. Do not approve the Agreement for Consultant Services and direct staff to seek
new proposals; or
3. Provide direction to staff.
ADVANTAGES:
Implementing a ShoreTel VoIP phone system Citywide provides a greater level of
functionality, centralized management, potential for local and long distance call savings,
and allows the City to utilize the existing network infrastructure. The project is designed
to significantly enhance customer service and increasing efficiency.
The first phase of the ShoreTel phone system project has been implemented at the
Police Department. Implementation Citywide will establish continuity between all City
departments.
DISADVANTAGES:
There are no identified disadvantages related to approval of the agreement.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, September 4, 2014. The
Agenda and staff report were posted on the City's website on Friday, September 5,
2014.
Item 8.e. - Page 2
CITY COUNCIL
CONSIDERATION OF AN AGREEMENT FOR CONSULTANT SERVICES TO PROVIDE
VOICE AND DATA SERVICES FOR 'CITYWIDE SHORETEL VOiP PHONE SYSTEM
IMPLEMENTATION NOVEMBER 26, 2013
PAGE3
Attachment:
1. Agreement for Consultant Services
Item 8.e. - Page 3
AGREEMENT FOR CONSUL TANT SERVICES
THIS AGREEMENT, is made and effective as of September 9, 2014, between CIO
SOLUTIONS ("Consultant"), and the CITY OF ARROYO GRANDE, a Municipal
Corporation ("City"). In consideration of the mutual covenants and conditions set forth
herein, the parties agree as follows:
1. TERM
This Agreement shall commence on September 10, 2014 and shall remain and
continue in effect until December 31, 2015, unless sooner terminated pursuant to the
provisions of this Agreement.
2. SERVICES
Consultant shall perform the tasks described and comply with all terms and
provisions set forth in "Exhibit A", attached hereto and incorporated herein by this
reference.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his/her
ability, experience and talent, perform all tasks described herein. Consultant shall
employ, at a minimum generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City's Information Technology Manager, Walt Cuzick, shall represent City in all
matters pertaining to the administration of this Agreement. Eric Egolf, President, shall
represent Consultant in all matters pertaining to the administration of this Agreement.
5. PAYMENT
The City agrees to pay the Consultant in accordance with the payment rates and
terms set forth in "Exhibit A", attached hereto and incorporated herein by this reference.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at
least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
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(b) In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the City. Upon termination
of the Agreement pursuant to this 'Section, the Consultant will submit an invoice to the
City pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
(a) Bankruptcy or insolvency of any party;
(b) Sale of Consultant's business; or
(c) Assignment of this Agreement by Consultant without the consent of City.
(d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the
terms of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant's control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the City Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
9. LAWS TO BE OBSERVED. Consultant shall:
(a) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Consultant under this Agreement;
(b) Keep itself fully informed of all existing and proposed federal, state and
local laws, ordinances, regulations, orders, and decrees which may affect those
engaged or employed under this Agreement, any materials used in Consultant's
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Item 8.e. - Page 5
performance under this Agreement, or the conduct of the services under this
Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said laws, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City's Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Consultant to comply with this Section.
10. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts, and other such information required by City that relate
to the performance of services under this Agreement. Consultant shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Consultant
shall provide free access to the representatives of City or its designees at reasonable
times to such books and records; shall give City the right to examine and audit said
books and records; shall permit City to make transcripts therefrom as necessary; and
shall allow inspection of all work, data, documents, proceedings, and activities related to
this Agreement. Such records, together with supporting documents, shall be maintained
for a period of three (3) years after receipt of final payment.
(b) Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the City,
at the Consultant's office and upon reasonable written request by the City, the
necessary computer software and hardware for purposes of accessing, compiling,
transferring, and printing computer files.
11. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
law, Consultant 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
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Item 8.e. - Page 6
all losses, liabilities, damages, costs and expenses, including attorney's fees and costs
to the extent same are caused in whole or in part by any negligent or wrongful act, error
or omission of Consultant, its officers, agents, employees or subcontractors or any
entity or individual that Consultant shall bear the legal liability thereof) 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, Consultant
shall indemnify, 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 Consultant or by any individual
or entity for which Consultant is legally liable, including but not limited to officers,
agents, employees or subcontractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subcontractor or any other person or entity involved by, for, with or
on behalf of Consultant in the performance of this agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required here, Consultant
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 here is binding on the successors, assigns or heirs of
Consultant and shall survive the termination of this agreement or this section.
12. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit "B" attached hereto and
incorporated herein as though set forth in full.
13. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the City a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither City nor any of its officers, employees, or agents shall have control over
the conduct of Consultant or any of Consultant's officers, employees, or agents, except
as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatever against City, or bind City in any manner.
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Item 8.e. - Page 7
(b) No employee benefits shall be available to Consultant in connection with
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
14. UNDUEINFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City of Arroyo Grande will receive compensation, directly or
indirectly, from Consultant, or from any officer, employee or agent of Consultant, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for work to be performed
in connection with the project performed under this Agreement.
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents, or subcontractors,
shall not without written authorization from the City Manager or unless requested by the
City Attorney, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
City. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
(b) Consultant shall promptly notify City should Consultant, 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 person or
party regarding this Agreement and the work performed thereunder or with respect to
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Item 8.e. - Page 8
any project or property located within the City. City retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with City and to provide the
opportunity to review any response to discovery requests provided by Consultant.
However, City's right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
17. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To City:
To Consultant:
18. ASSIGNMENT
City of Arroyo Grande
Walt Cuzick, Information Technology Manager
300 E. Branch Street
Arroyo Grande, CA 93420
CIO Solutions
Eric Egolf, President
150 Castilian Drive #100
Goleta CA 93117
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the superior or federal district court with
jurisdiction over the City of Arroyo Grande.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into
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Item 8.e. - Page 9
this Agreement based solely upon the representations set forth herein and upon each
party's own independent investigation of any and all facts such party deems material.
21. TIME
City and Consultant agree that time is of the essence in this Agreement.
22. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendments or exhibits thereto. The capti9ns of the sections are for
convenience and reference only, and are not intended to be construed to define or limit
the provisions to which they relate.
23. AMENDMENTS
Amendments to this Agreement shall be in writing and shall be made only with
the mutual written consent of all of the parties to this Agreement.
24. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
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Item 8.e. - Page 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ARROYO GRANDE
By: __________ _
Tony Ferrara, Mayor
Attest:
Kelly Wetmore, City Clerk
Approved As To Form:
Timothy J. Carmel, City Attorney
CONSULTANT
By: __________ _
Its: ------------
(Title)
Page 8
Item 8.e. - Page 11
EXHIBIT k
•
City of Arroyo Grande
Walt
320 South Kellogg, Suite B
Goleta, C4 93117
phone: {80S} 692. 6700
fax: {805} 692.6701
rr r--i ~~~
Shore Tel for the City CIO SOLUTIONS
Proposal 9/2/2014 Marshal Eric Engmyr
purchase order I status date quoted date ordered date requested ship via salesperson
description qty price ea price ext
~horeGearVoice Switches __ ~--·
ShoreTel Voice Switch 90
ShoreTel Voice Switch Tlk
ShoreTel Voice Switch Rack Mount Tray Gen4
FXSL AnalogJ?.~\l.~.....f~Q/£.Q.l]_j
4 8
N/A N/A
rsh~eP~!!~hones ·_::_;:..:... _ _:~~~::_=~=~POE Cla~
ShoreTel IP Phone IP230 2
ShoreTel IP Phone IP230g 2
ShoreTel IP Phone IP655, with anti-glare screen, 10/100/1000
Satellite microphones for ShoreTel IP Phone 655, Qty 2
LShoreteTiTceiiSing · --_.:.:_,:__· _. ~__:._-:7-:
Extension & Mailbox License for ShoreTel
Personal Access License
Operator Access License
Additional Site License
2
2
2
40
5
1
1
46
46
1
1
2,995.00
3,495.00
95.00
259.00
329.00
749.00
195.00
200.00
Included
595.00
495.00
Total List Price:
10 % Discount:
Hardware and Software Subtotal after discount:
~P.i<irt.:Ql>lfoi1!..:..:.::::..=-·=~~,
CIO Solutions Managed ShoreTel Annual Support Agreement 6,917.71
Next Business Day Advanced Switch Replacement, Advanced exchange for failed IP phones, Remote Software Upgrades,
8x5 Unlimited adds, moves and changes under 1 hour, Unlimited 8x5 calls to CIO Solutions Central Support,
Managed agreement does not include ons1te work or workmg with telephone company.
ShoreTel Vo1cemail and Admin Server will be run as a virtual machine
Jumper EX2200-48P-4G 48PORT 10/100/lOOOBASET ENET POE W/4SFP UPLINK 4 2,866.00
Jcare 1 year NBD support for EX 2200-48P 4 200 00
Jumper EX2200-24P-4G 48PORT 10/100/lOOOBASET ENET POE W/4SFP UPLINK 4 1,637.00
Jcare 1 year NBD support for EX 2200-24P 4 119 00
MISC Cables Patch etc. 1 250.00
Harmonica, 2 99.00
5,990.00
6,990.00
190.00
10,360.00
1,645.00
749.00
195.00
9,200.00
Included
595.00
495.00
36,409.00
3,640.90
32,768.10
6,917.71
11,464.00
800.00
6,548.00
476 00
250.00
198.00
eng1neermg & labor estimates estimate type price
Network Assessment, Discovery, Pro1ect Plan, Installation, Configuration and Training *Time and Materials 55 175.00
***Labor quote is an estimate only***
After a detailed project plan is completed by a CIO Solutions engineer we will be able to give a more accurate labor e·
-Prices quoted are subject to change
-Product ava1lab1hty 1s dependent on vendor/manufacturer supply.
-Return acceptance 1s at the discretion of CIO Solutions; a
restocking fee may apply
-A deposit may be required pnor to order placement
Parts Subtotal.
8.00% Tax:
Non taxable support;tma1ntenance.
lnstallat1on and service estimates:
Total:
9,625.00
51,228.10
4,098.25
8,193 71
9,625.00
73,145.06
Item 8.e. - Page 12
EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant
will use existing coverage to comply with these requirements. If that existing coverage
does not meet the requirements set forth here, Consultant agrees to amend,
supplement or endorse the existing coverage to do so. Consultant acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum
amount of coverage required. Any insurance proceeds available to City in excess of the
limits and coverage required in this agreement and which is applicable to a given loss,
will be available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy from CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability
coverage for each such person.
Workers Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated to protect against acts, errors or
omissions of the Consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of' the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
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Item 8.e. - Page 13
Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A. M. Bests rating of A-or better and
a minimum financial size VII.
General conditions pertaining to prov1s1on of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials
employees and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Consultant also agrees to require all Consultants, and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Consultants
and subcontractors to do likewise.
3. All insurance coverage and limits provided by Consultant and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any Consultant or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or reduction
of discovery period) that may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
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and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Consultant agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the insurer to
mail written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the requirements of the
certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions
or deductibles on any portion of the insurance required herein and further agrees that it
will not allow any Consultant, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project contemplated by
this agreement to self-insure its obligations to City. If Consultant's existing coverage
includes a deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At the time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increase benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance requirements
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in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or
its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Consultant under this agreement. Consultant expressly agrees not to
use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as
a waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct
from any other provision in this agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
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22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this agreement. City
assumes no obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve City.
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