ATTACHMENT 1
PROFESSIONAL SERVICES AGREEMENT
by and between
THE CITY OF BURBANK
And
Ricardo Cerezo
dated as of _ 2023
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT entered into this _
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. Artist was chosen as a finalist in the "McCambridge Gym Mural" Public Art Project to develop a proposal for the creation of a major public art installation at the McCambridge Recreation Center's Gymnasium.
Artist has presented a Design Plan to City, which has been approved by the Art in Public Places Committee, for the fabrication of a mural which is described in Exhibit A, attached hereto and incorporated by this reference ("the Artwork"). The Artist shall control the fabrication and creation of the Artwork.
D. City and Artist desire to enter into this Agreement setting forth the terms and conditions whereby Artist will fabricate the Artwork and install same on real property owned by the City located at 1515 N Glenoaks Blvd, Burbank, CA 91504 (the "Site").
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. Artist Responsibility
The Artist agrees to create, fabricate, and install the Artwork in accordance with the Design Plan and Scope of Services (as attached hereto in Exhibit A and Exhibit B). No variations to this Plan, whether minor or substantial, after approval of the final Design Plan in Task 3, may be made without prior written approval by the City, and such approval may be withheld in its sole discretion.
(a) Materials. The Artist will furish all materials, labor, tools, equipment, apparatus, facilities, and anything else necessary to perform and complete in a workmanship like manner, the specific and designated Artwork set forth in Exhibit A.
2 Licenses, and Taxes. Artist, at his sole expense, shall obtain and maintain during the term of this Agreement, all appropriate, licenses, and certificates, and pay shipping costs and all required state and local taxes, and insurance costs, that may be required in connection with the performance of services under this Agreement. Notwithstanding the foregoing, City shall obtain any necessary local building permits and agrees to pay for and/or waive any local building permit fees required for the project.
(c) Size of Artwork. The completed Artwork will be true to the estimated measurements in the submitted Design Plan and constructed out of the materials set forth in Exhibit A.
(d) Installation. The Artwork will be permanently affixed to the Site in the manner depicted in Exhibit A. The Artist and his team shall create and paint all graphical elements of the Artwork at the site onto surfaces of the gymnasium's north and south side walls. All materials and equipment used in the creation of the Artwork will be delivered and by Artist at his sole cost and expense in the area specified and approved by the City. Artist will acquire and install an identification plaque within close proximity to the Artwork. The plaque shall list only the date, title, and artist and shall not be mounted directly on the art project itself. Artist shall give City fourteen (14) days' notice prior to installation. Artist shall be provided areas ready for installation by the City.
2. Compensation
The City shall pay Artist the total sum of $15,000 for the work agreed to herein.
The total compensation of the $15,000 shall be payable as set forth in Exhibit C, attached hereto and incorporated by this reference.
Completion of Agreement
Artist shall complete and install the Artwork on the Site to the City's satisfaction and approval no later than March 31, 2024. If more time is needed, City's Parks and Recreation Director may extend the time period.
4. Progress Review
Upon reasonable notice to Artist, City shall have the right, at mutually agreed upon hours, to inspect and review the progress of the Artwork.
5. Entry onto City Property
Artist, or his consultants, agents, invitees or employees, have the right to enter the Site at their own risk upon Artist providing reasonable notice to City of such desired entry. Prior to the installation of the Artwork, Artist shall notify City at least fourteen (14) days in advance.
3 6. Originality
The Artist and the City understand that the work of art is an original design created by Artist and that Artist is obligated to personally create the Artwork. Artist is to supervise the fabrication of the Artwork. Artist further agrees not to duplicate this Artwork for any other client. Photographic representation, publication or reproduction in any and all forms are to be the exclusive right of the City and the (a) Copyright
a. General. Artist shall place Artwork in the form and manner required to protect copyrights in works of art under United States Copyright Law and shall register the Artwork with the U.S. Copyright Office. Once the copyright is registered with the U.S. Copyright Office, Artist shall provide City with a copy of the application, the registration number and the effective date of registration. Artist shall grant to City full use of the Artwork as set forth herein but Artist retains all copyrights.
Copyright renewal. Artist agrees to take such steps
and proceedings as may be necessary to renew any and all copyrights now or hereafter secured in the Artwork.
2) City and Artist right to use Artwork. City shall have the right in perpetuity to use, license and exploit Artwork and Artist name in connection with any commercial or non-commercial venture, including but not limited to, licenses tor mechanical reproductions, use in public pertormances, use in video or film, use in print, use of the sound, or reproduction of the Artwork on tee shirts or other promotional items. Similarly, Artist shall have the right in perpetuity to use, license and exploit Artwork, City and Artist name in connection with any commercial or non- commercial venture, including but not limited to, licenses for mechanical reproductions, use in public performances, use in video or film, use in print, use of the sound, and reproduction of the Artwork on tee shirts and other promotional items.
City and Artist shall use its best efforts to consult with each other prior to the exercise of any of the rights for a commercial venture set forth in this paragraph. Best efforts shall be defined as providing ten days' written notice to the other party to the address set forth in this Agreement and updated as necessary by each party. Notwithstanding the foregoing, the parties agree that the Artwork may be filmed by any film company (for profit or otherwise) without the need for any additional approval rights of the parties. The City may request that any commercial film company utilizing the Artwork provide recognition of the Artist in its film credits, but the City makes no guarantees that such credit shall be provided.
4 As long as Artist retains the copyright, the parties agree that prior to any commercial venture permitted by this paragraph, notice shall be provided to the other party in the manner set forth above, and that the parties shall meet o otherwise confer as to 1) provide consent on the other parties proposed use of the Artwork, which consent may not be unreasonably withheld; and 2) if commercial use of the Artwork is proposed, to execute agreements so that each party can share in the profits.
b. Display. Artist grants City the exclusive right to display the Artwork and to loan the Artwork to other persons or institutions with the authority to display it, for commercial or non-commercial purposes. City shall use its best efforts to ensure name credit to the Artist for the Artwork.
Reproductions. Artist authorizes City to make, and authorizes the making of, photographs and other two-dimensional reproductions of the Artwork for educational, public relations, marketing of the Project, arts promotional and other similar noncommercial purposes without providing notice and receiving consent from Artist in accordance with paragraph 2 above. Additionally, City shall have the right to advertise, promote, publicize or otherwise make known the Artwork, the Project or Artist's involvement therewith as City deems appropriate. Artist will retain photographic rights for portfolio presentations and promotional materials.
Because the Artwork resulting from the Services will be unique, Artist shall not make any substantially similar duplicate of the Artwork, including two or three-dimensional reproductions of the Artwork resulting from the Services, nor will Artist grant permission to others to do so. e. In any public showing under Artist's control of reproductions of Artwork that may result from the Services, Artist will use Artist's best efforts to give City acknowledgement. Such credit will substantially read: "an original work owned and commissioned by the City of Burbank Public Art Program." City shall endeavor to provide Artist authorship credit with respect to any authorized reproductions of the Artwork in its written materials. (b) California Art Preservation Act/Federal Visual Rights Act
1. Artist agrees that City shall have the exclusive right, for itself and any and all of its respective successors in interest, to sell, loan or lease the Artwork at any time and to whomever or whatever City or its successors in interest City may choose.
5 City may, at its sole discretion, move the Artwork to any location at any time and may restrict or modify public access in any way, even though such movement may subject the Artwork to greater risk of physical defacement, mutilation, alteration or destruction. Artist hereby waives as against City, and any and all of its respective successors in interest, any and all rights which Artist may have under California Civil Code Sections 987, et seg., the Federal Visual Rights Act, and all other similar laws, and agrees that under no circumstances will title to the Artwork revert to Artist, its heirs, legatees, assignees or personal representatives. Notwithstanding the foregoing City will make all reasonable attempts to inform Artist whenever the piece will be destroyed or moved, if ever. In which event, Artist shall have the opportunity to purchase the Artwork from City. Nevertheless, both parties agree that physical alteration or destruction of the Artwork may be detrimental to Artist's reputation; therefore, in the event that City proposes any major alterations or destruction of the Artwork, City shall provide written notice thereof to Artist at the last address provided by Artist to the City, whereupon Artist shall have the right either to repurchase the Artwork from City at a negotiated value or to disclaim authorship. In the event of an emergency whereby the public safety is in jeopardy, City shall have no such obligations to contact Artist.
7. Warranties
Artist hereby represents and warrants for the benefit of the City that the following facts are true to the best of Artist's knowledge as of the date of this Agreement, and that Artist will take no voluntary action to cause such facts to become untrue in any material respect from the date of this Agreement to the date that the Artwork is installed and accepted by the City.
(a) Artist represents and warrant that the design, workmanship and materials used shall be free from defect. Artist shall provide City with detailed maintenance instructions and requirements and City is responsible for the reasonable care of the Artwork. Should any maintenance or repairs be necessary to the Artwork within one year from completion of this Agreement due to defects in the design, materials or workmanship of the Artwork, Artist shall make such repairs at his sole expense.
Artist will not enter into other agreements affecting or selling the Artwork, which is inconsistent with this Agreement. Notwithstanding the foregoing, Artist may contract with laborers, etc. to create and construct the Artwork.
(c) Artist shall inform the City of any material adverse change in the condition of the Artwork, whether or not fully completed, which occurs at any time after the execution hereof and prior to the date of the installation and acceptance by City of the Artwork. The risk of loss prior to installation of the Artwork lies with the Artist. The risk of loss after installation of the Artwork and prior to acceptance lies with City.
6 (d) Artist has the legal power, right and authority to enter into this Agreement and to consummate the transaction contemplated hereby. (e) Artist and/or Project Manager shall not bring onto Site any hazardous materials. For the purpose of this Agreement, hazardous material is defined as substances defined as hazardous substances, hazardous materials or toxic substances in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 USC §9601, et seg.); the Hazardous Materials Transportation Act (49 USC §1801, et seq.); the Resource Conservation and Recovery Act (42 USC §6901, et seg.); and those substances defined as hazardous waste in §25117 of the California Health Safety Code or as hazardous substances in §25316 of the California Health and Safety Code; and in the regulations adopted in publications promulgated pursuant to said laws. (f) Artist represents and warrants that the Artwork is unique and that he owns the copyright.
(g) There are, and at the completion of this Agreement there will be, no pending actions, suits, arbitrations, claims or proceedings, at law, in equity or otherwise, affecting, or which may affect, all or any portion of the Artwork or in which Artist is or will be a party by reason of Artist's creation or ownership of the Artwork, including, but not limited to, judicial, municipal or administrative proceedings in collection actions, federal, state or local agency actions regarding taxes, environmental matters, or personal injury.
Artist is not aware of the existence of any threatened or contemplated actions, claims, or proceedings or of the existence of any facts which might give rise to any such actions, claims or proceedings.
Indemnification by Artist
Artist hereby agrees to indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees arising from the following:
(a) Damage, injury or death to any person, firm or corporation arising out of the services of Artist, and his agents, employees and subcontractors in the performance of this Agreement;
(b) Any defects in the design or workmanship of the Artwork; (c) Any misrepresentation or breach of warranty made by Artist in this Agreement or any document, certificate, or exhibit given or delivered to City pursuant to or in connection with this Agreement; and
7 Any and all obligations, liabilities, claims, liens, or encumbrances, whether direct, contingent or consequential, and in any way related to the Artwork, or in any way relating to or arising from any act, conduct, omission, contract or commitment of Artist (or any of his agents or employees) at any time or times before the completion of this Agreement.
The indemnities provided herein shall terminate one year after acceptance of Artwork by the City.
9. Independent Contractor
It is understood and agreed that Artist, in the performance of this Agreement, will be acting in a wholly independent capacity and not as an agent, employee, partner, or joint venturer of City. Proof of payment to all subcontractors and corresponding lien releases shall be provided to City before delivery and installation commencement.
10. Mandatory Insurance
Artist shall maintain the following insurance coverage throughout the term of this Agreement, and upon request Artist and/or Project Manager show City evidence of such coverage:
Automobile Insurance. If Artist and/or Project Manager uses, or intends to use, a personal automobile in the performance of this Agreement, automobile liability insurance with limits of not less than $100,000.00 per person and $300,000.00 per accident for bodily injury and not less than $25,000.00 per accident for property damage.
(b) Workers' Compensation Insurance. Workers' Compensation Insurance and Employer's Liability Insurance on any employees of Artist and Project Manager performing services under this Agreement to the extent required bylaw.
General Liability and Property Damage Insurance. Artist and Project Manager shall maintain general liability insurance and property damage insurance in the amount of $1,000,000.00 combined single limit. When this coverage is required, the City shall be named as an additional insured on a separate endorsement to the insurance policy. The endorsement shall require the insurance company to provide City a minimum of ten (10) days' notice of the cancellation of the policy.
11. Miscellaneous Insurance Requirements
8 (a) Failure to Secure. If Artist and/or Project Manager at any time during the term of this Agreement, should fail to secure or maintain any insurance required under this Agreement, the City shall be permitted to obtain such insurance in the Artist and/or Project Manager name or as an agent of the Artist and/or Project Manager and shall be compensated by the Artist and/or Project Manager for the cost of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. Such costs can be assessed by deducting such costs from any amounts due and payable to the Artist and/or Project Manager as compensation under the terms of this Agreement. (b) Evidence of Insurance. If requested by City, Artist and Project Manager shall furnish Certificates of Insurance evidencing the required coverages or the original of the insurance policies for review by the City or the Designated Official.
12. Prevailing Wages
To the extent that the Artist and/or Project Manager performs any work described in California Labor Code Section 1720(a)(1), Artist and/or Project Manager agree that it shall comply with this Section. The Artist and/or Project Manager, and any subcontractor or subconsultant working on behalf of the Artist and/or Project Manager with respect to this Agreement, is required to pay not less than the established prevailing rates of wages to all workers employed in the execution of this Agreement, and Artist and/or Project Manager shall comply with all other requirements applicable to Public Works Construction as specified in the California Labor Code and/or Davis Bacon Act, if federal money is funding any part of this Agreement.
13. Termination by City
In the event Artist fails or refuses to perform any provisions hereof in the time and in the manner required hereunder, Artist shall be deemed to be in default in the performance of this Agreement. If such default is not cured within a period of ten (10) working days after receipt by Artist from City of written notice of such default, specifying the nature of such default and the steps necessary to cure such default, the City may terminate this Agreement forthwith by giving written notice to Artist of termination. If the default requires a period greater than ten (10) working days to cure, Artist shall diligently take steps to proceed to cure such default within such ten (10) working day period and failure to so proceed with the cure shall be grounds for termination of this Agreement. If Artist's failure or refusal to perform any of its obligations required hereunder constitutes a substantial noncompliance or a material breach of this agreement, including the failure to deliver the completed Artwork, Artist shall refund all payments received (excluding those made for the Final Art Plan) pursuant to this agreement within ten (10) days following such termination. Upon refund of payments made by City, Artist shall retain all materials or Artwork.
Artist shall have no right to collect any unpaid installments in the event this Agreement is terminated.
9 In the event City terminates this Agreement for any reason other than Artist default or negligence, City will pay Artist time (calculated as the percentage of time into the phase and the corresponding compensation in Exhibit "C") and materials pending at the time of termination.
14. Notices
All notices, demands, requests or approvals from Artist to City shall be addressed to:
City of Burbank
Parks and Recreation Department
150 N. Third Street
P. O. 6459
Burbank, CA 91510-6459
Attn: Emin Yusufov, Administrative Analyst
All notices, demands, requests or approvals from City to Artist shall be addressed to:
Ricardo Cerezo
611 Geneva St. Unit 103
Glendale, CA 91206
All notices, demands, requests or approvals shall be made in writing and shall be deemed served when deposited in the Unites States mail.
15. Waiver
A waiver by City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or different character.
16. Force Majeure.
10 The performance of this Agreement by any of the parties shall be subject to force majeure, including but not limited to acts of God, fire, flood, natural disaster, war or threat of war, acts or threats of terrorism, civil disorder, unauthorized strikes, governmental regulation or advisory, recognized health threats as determined by the World Health Organization, the Centers for Disease Control, or local government authority or health agencies (including but not limited to the health threats of COVID-19, H1N1, or similar infectious diseases), where any of those factors, circumstances, situations, or conditions or similar ones prevent or dissuade attendance at the event, or where any of them make it illegal, impossible, or inadvisable to hold the Event or to fully perform the terms of the Agreement. The Agreement may be cancelled by either party, without liability, damages, fees, or penalty, and any unused deposits or amounts paid shall be refunded, for any one or more of the above reasons, by written notice to the other party.
17. Joint and Several Liability.
Artist and Project Manager shall be jointly and severally responsible for all obligations hereunder, and jointly agree that this is work for hire.
18. Agreement Execution
This Agreement may be executed in counterparts and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart. Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an electronic signature shall be limited to a physical ("wet ink") signature placed on a counterpart to this Agreement by a Party, and transmitted electronically as described in this Section to the other Party.
[Signature Page on the Following Page]
11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
"ARTIST" "CITY"
Ricardo Cerezo City of Burbank
Signature Signature
Marisa Garcia
Name (Please Print) Name (Please Print)
Parks and Recreation Director
Title Title
ATTEST:
Office of the City Clerk
Kimberley Clark, City Clerk
Approved as to Form
Burbank City Attorney's Office
By:
Signature
12 EXHIBIT A
DESIGN PLAN
Painted Site Surfaces
Materials
20 gallons of Vista 8300 Carefree paint (100% acrylic enamel for exterior and interior).
Preparation method
Color selection, preparation, and paint test will be performed on a small section of the wall.
Artist to wash and prepare all applicable surfaces. Affected areas of the gymnasium's floor will be covered with protective paper for the duration of the project. Scaffold rental will be installed on the north and south side areas of the site to reach the upper portions of the walls. A-ladder and other step ladder supports will be delivered and stored in a designated area of the site.
Installation method
The artist and his team will utilize projection equipment and draw a design outline on the surface areas. It will take approximately forty (40) hours to paint the primary elements of the Artwork. Another forty (40) hours will be spent on detail touch-up work, site clean-up, and preparation for City inspection.
The paint will be applied evenly and smoothly using brushes and rollers. An anti-graffiti protective coating will be sprayed over the main areas of the mural to preserve the artwork.
An identification plaque will be installed on Site. The plaque will list the name of the artist, the title of the mural, and the date of completion.
Coverage Area
Coverage area includes north and south side portions of the Site's gymnasium walls. Each area measures approximately 54 feet by 10 feet and 48 feet by 8 feet, respectively. 13 EXHIBIT A-1
Gymnasium's North side (by the main entrance)
14 Gymnasium's South side (by the stage)
15 EXHIBIT B
SCOPE OF SERVICES
Artist and City agree that the materials, labor and equipment to be furnished and work to be done by the Artist are as follows:
Task No. 1
Executa the for insanito ordina vie or or or are ear rear in the Task No. 2
Purchase the necessary materials and arrange to begin fabrication of Artwork.
Begin fabrication of the Artwork per the approved plans and specifications as set forth in Exhibit A.
Artist shall provide a review of the Artwork to City representatives at mid-point of fabrication. Artist to provide City with progress report and schedule updates. inian the hesita and of thare ork a for aisy ised con eins sea be real ed.
Artwork for final acceptance.
Task No. 3
Provide the City with maintenance instructions for the Artwork. All future maintenance shall be the responsibility of the City.
EXHIBIT C
PAYMENT SCHEDULE
Artist agree all payments by City for Artwork shall be made to Artist. It shall thereafter be the sole responsibility of Artist to ensure proper payment to all others, including but not limited to Artist, assistants, vendors, and any contractors necessary to fulfill the terms of this Agreement. Artist agrees to accept as full compensation for all services rendered under this Agreement, a total sum of Fifteen Thousand Dollars ($15,000) for the Artwork at the McCambridge Recreation Center Gymnasium. Artist shall indemnify and defend the City as to any damages or claims related to City's reliance on this payment designation.
The Artist shall submit invoices upon the completion of each task as specified in Exhibit B. Payments to the Artist shall be made within 30 days of receipt of the invoice.
The release of compensation is as follows:
Description of Service Milestone Amount Deliverable Date Upon completion of Task 1 $ 7,000.00 November 20, 2023
Upon completion of Task 2 $ 7,000.00 January 22, 2024
Upon completion of Task 3 $ 1,000.00 February 26, 2024
EXHIBIT D
INSURANCE REQUIREMENTS
Unless otherwise authorized in writing by City, Artist and Project Manager shall each procure and maintain, for the Term of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Commercial General Liability: Insurance Services Office Form CG 00 01 covering commercial general liability insurance ("CGL" on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $2,000,000.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non- owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with statutory limits, and employer's liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability or Errors and Omissions: Errors and Omissions insurance appropriate to the Consultant's profession ("E&O Insurance"), with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
If Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant.
B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide an endorsement that they are not subject to cancellation without thirty (30) days' prior written notice to the City or ten (10) days' prior written notice for non-payment of premium.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
The City may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Such insurers shall be licensed to provide insurance under California state law.
Claims Made Policies. For the E&O Insurance Policy and any other insurance providing claims-made coverage (e.g., pollution liability insurance, if applicable):
1. The "Retroactive Date" must be shown, and must be before the Effective Date.
2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the work required under the Agreement.
If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Cyber Liability Insurance
Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
City shall inform Consultant if such insurance is required.
Contractors Pollution Liability and/or Asbestos Pollution Liability If Consultant's Scope of Services includes the handling or transportation of hazardous materials, Consultant shall maintain pollution liability and/or asbestos pollution liability Documence at 20000 agreat per policy perso on a fit failin.) Consultant if such insurance is required.