City of Emeryville
CALIFORNIA
SOFTWARE AND SERVICE S CO NT RACT
THIS SOFTWARE AND SERVICES CONTRACT ("Contract") is effective as of (the "Effective Date"), by and between THE CITY OF
EMERYVILLE, a municipal corporation, ("City") and Sun Ridge Systems, Inc. ('Contractor"), individually referred to as a "Party" and collectively as the "Parties"
WITNESSETH THAT
WHEREAS, the City desires to engage Contractor for the provision of public safety software ("Software") and associated installation, training, project management and data conversion services ("Services"), collectively referred to as the "Project"; and
WHEREAS, the City finds that specialized offerings, knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and
WHEREAS, the City has determined that the Contractor is qualified to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree. as follows:
1. SCOPE OF SERVICES AND TERMINATION DATE
1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.
1.2 Project Scope
The Software and Services to be provided under this Contract are described in the Scope of Work set forth in Exhibit A. The Software and Services shall be provided in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.
FOR CITY USE ONLY
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1.3 Term
Unless terminated earlier in accordance with the provisions of this Contract or other applicable law, the term of this Contract ("Term") shall be from the Effective Date indicated on the first page of this Contract through Completion of the Project. "Completion of the Project" means the installation by Contractor of all Software, completion by the Contractor of all training and other Services (including First Year Support and Updates), and the payment by the City to Contractor of the entire Contract Amount as set forth in Section 3.2. The project schedule is to be separately generated and agreed to between the parties. Notwithstanding the foregoing, the Software License described in Section 7 below will remain in effect until it is terminated pursuant to Section
8. 2. WORK CHANGES
2.1 City Rights to Change
The City reserves the right to request changes in the Software and Services to be provided under this Contract by altering, adding to, or deducting from the Scope of Work. Any such requests by the City and agreed to by the Contractor shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3.1 Compensation
City agrees to pay the Contractor for the Software and Services based on the milestone payment schedule set forth in Exhibit B. Compensation for Software and Services delivered shall be paid to the Contractor upon receipt and approval by the City of an invoice listing the Software and Services delivered, which shall occur within fifteen (15) calendar days after the City's receipt of an invoice unless the City notifies the Contractor in writing of any objection. If the City objects, the City shall provide the basis for its objection and all amounts not subject to an objection shall be paid by the City within the time stated herein. The City shall pay the Contractor within forty-five (45) calendar days after receipt of an invoice submitted by the Contractor in accordance with
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Section 16.1 if the City does not object as set forth in the preceding sentence.
3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Software and Services ("Contract Amount") shall not, in any case, exceed hree H ghty Three housand Seven Hundred Twen I DOLLARS AND NO CENTS ($883,720), except as outlined in Section 2.2 above.
4. COVENANTS OF CONTRACTOR
4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City's members, officers, agents, employees and volunteers ("City Indemnified Parties"), from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys' fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees, and volunteers shall survive termination of this Contract.
If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault.
Contractor agrees to indemnify, defend, and hold harmless the City and City Indemnified
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Parties from any and all claims, demands, liabilities, and costs, including attorney's fees ("Claims"), arising out of or relating to (i) any actual infringement of a third-party's intellectual property rights or (il) the negligence or willful misconduct of any employee or agent of Contractor occurring during or as a result of Contractor's performance of its obligations hereunder, provided that Contractor shall have no indemnity or other obligations to the City hereunder to the extent any such Claims arise from or are the result of the negligence or other fault of the City or its employees, agents or other contractors, nor shall the foregoing indemnity and hold harmless obligations of Contractor extend to or cover any Claims arising from or relating to claims of defects or errors in the Software or the City's use or inability to use the Software. This indemnity obligation shall survive the expiration, cancellation or termination of this Contract.
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents, or employees to complete the Services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit D, attached hereto, and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit D. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
All costs shall be supported by properly executed payrolls, time records, invoices; contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls,
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invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data, and information related to matters covered by this Contract in the form requested by the City.
4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, and or data relating to all matters covered by this Contract.
4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts, or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing
4.7 Confidentiality
The Contractor agrees that such reports, information, opinions, or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.
"Confidential Information" means the Software, Documentation, and all other information Contractor specifically identifies in writing to City as constituting a trade secret or proprietary prior to or at the time such information is provided to City. "Documentation" is defined as visually readable materials: developed by or for the Contractor for use in connection with the Software, in either written or electronic form which constitutes a trade secret or proprietary information under state law. The City agrees to use reasonable measures to protect Confidential Information against disclosure to any third party.
Confidential Information will not be used or disclosed except as expressly authorized by this Agreement, as required by law, or as otherwise authorized in writing by Sun Ridge.
Confidential Information will be disclosed to employees of the City only on a "need to know" basis and only after such employees are informed of the confidential nature of the information.
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If the City is required to disclose records that include or may include Confidential Information in response to a public records request, court order, administrative agency or governmental body order, or subpoena, summons or other legal process, the City shall promptly (and prior to such disclosure) notify the Contractor in writing of such demand in accordance with Section 16.1. If the Contractor objects to disclosure of a record(s), the City shall not disclose the record(s) identified by the Contractor if the Contractor seeks a court order from a court of competent jurisdiction prohibiting the City from disclosing the record(s) objected to within the applicable time required by the City to disclose the record. If the Contractor obtains a protective order, the City shall comply with the court's directive.
4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age, or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, legional, county, or or lear ard are is carissions, commites, or steer regulatory bodies in order to provide the Software and Services contracted for under this Contract. All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4.10 Key Personne/
Contractor shall assign. aro Jackson as Project Manager v will be responsible for the successful delivery of Software and Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor's Project Manager or members of the project team, without the City's approval. Any substitutes shall be persons of comparable or superior expertise and experience.
City shall assign Captain Oliver Collins as the Project Manager and primary point o pontact forthe Contractor's Project Manager
4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners, or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
City Labor Requirements
4.11.1 Compliance
At the Effective Date, compliance with the City's living wage ordinance is not required
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for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City's Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (il) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City's laws.
4.11.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to
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Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.
4.11.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement, and compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney's fees, and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4.11.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. "Living Wage" means no less than $5000 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year.) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4.11.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City's Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
4.12 California Labor Requirements
4.12.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
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employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
4.12.2 Registration
If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
4.12.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
4.12.4 Workers' Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers' compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
"I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
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4.12.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. WARRANTY/DISCLAIMER OF LIABILITY
A. Contractor warrants that, upon delivery, the Software substantially conforms to its Documentation and is free from defects that will materially impair its use.
The City's sole and exclusive remedy for breach of this warranty will be repair or replacement of the Software. Contractor will make reasonable efforts to correct errors in the Software but does not warrant that the Software is error- free or will perform without interruption. The City has relied solely upon its own investigation and judgment in selecting the Software and not upon any representations or promises of Contractor except as may be expressly stated in this Contract.
B. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES
PERTAINING TO THE SOFTWARE, EXPRESS OR IMPLIED, AND
CONTRACTOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO. EVENT WILL CONTRACTOR BE LIABLE FOR LOST BUSINESS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENȚIAL DAMAGES,
HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR
OTHERWISE) ARISING OUT OF THE QUALITY, CONDITION OR USE OF THE SOFTWARE OR ANY OTHER PART OF THE PRODUCT. IN NO
EVENT WILL CONTRACTOR BE LIABLE FOR ANY AMOUNT WHICH
EXCEEDS THE AMOUNT PAID BY THE CITY FOR THE SOFTWARE.
6. FINAL ACCEPTANCE
For thirty (30) days from the beginning of the City's Operational Use of the Software or forty (40) days after the completion of installation and training by Contractor, whichever comes first (the "Initial Test Period"), the City shall test the system for defects and anomalies. "Operational Use" is defined as the City's use of the Contractor's Software in the course of the City's daily business activities. At the end of the Test Period, the City shall test and accept or reject the Software as follows:
a During the Initial Test Period, the City shall assess the performance of the Software. If, at the end of the Initial Test Period, the City determines that the Software is performing to its satisfaction, then Notice of Final Acceptance ("Final Acceptance") of the Software and authorization of final payment to Contractor will be processed by the City. However, if during this period it is determined that the Software is not working satisfactorily, then the City will identify problems in writing to Contractor no later than the last day of the Initial Test Period and work with Contractor for the next thirty (30) days to resolve the problems ("Second Test Period").
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b During the Second Test Period, the City will again test the performance of the Software. At the end of the Second one of the following shall occur:
i. If the City determines that the Software is performing to its satisfaction it shall provide, within ten (10) calendar days of the end of the Second Test Period, a Notice of Final Acceptance of the Software and, upon receipt of a valid invoice, shall process and pay the Final Acceptance milestone payment. Any remaining issues with the Software shall be covered as part of the original cost of the system and handled as maintenance items under the Software Support Services Agreement (Exhibit C).
II. If the City decides to not accept the Software, then is must so notify Contractor withing ten (10) calendar days of the end of the Second Test Period. This Agreement shall be terminated, and all payments already made by the City to Contractor, less the cost of project management, installation, data conversion and training services provided up to the date of termination, shall be returned within thirty (30) days to the City.
The terms of Section 8 shall apply.
However, if the City fails to provide written Final Acceptance or its decision to not accept the Software within ten (10) calendar days of the end of either the Initial or the Second Test Period, then the Software shall be considered accepted, and the City shall proceed as described in 6.b.i above.
7. SOFTWARE LICENSE
Subject to the terms, conditions, limitations, and restrictions set forth in this Contract, Contractor grants to the City a nonexclusive and non-transferable license, effective upon the City's Final Acceptance of the Software pursuant to Section 6 above, to use the Software in connection with the City's normal and customary daily operations substantially as they exist as of the date of commencement of the Term as described below (the "License"). The City shall acquire no ownership or other rights in or to the Software except for the License granted hereunder, and title to the Software shall at all times remain with Contractor.
The following additional terms, conditions and limitations apply to the License:
iii. The City may use the Software on all computers in the City's agency. Software may not be used at any other agencies unless explicitly agreed to in writing by Contractor;
IV. The City may make a copy of the Software for backup or modification purposes only in support of the City's authorized use of the Software hereunder as Contractor has expressly authorized; and
V. No one using the Software, and no one for whose
benefit the Software is being used, shall sublicense, resell, distribute, market, provide or otherwise make available the Software or any part or copies thereof to any third party.
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Vi. The City shall not transfer, use, or export the Software in violation of any applicable laws, rules, or regulations of any government or governmental agency.
vii. The City shall not use the Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component.
vili. The City shall not embed the Software in any third- party applications, unless expressly permitted under this Contract otherwise authorized in writing in advance by an authorized officer of Contractor.
IX. The License granted under this Contract shall apply only to the object code for the Software. No one using the Software, and no one for whose benefit the Software is being used, shall have the right to use or have access to the source code for the Software, and neither the City nor anyone using the Software pursuant to this License will modify, change, merge, adapt, translate, reverse engineer, decompile, disassemble, or prepare derivative works based upon the Software.
X. The City acknowledges that the Software and the
Documentation constitute trade secrets of Contractor. The City agrees to maintain the confidentiality of the Software and the Documentation and shall take commercially reasonable steps to preserve that confidentiality pursuant to Section 4.7 of this Contract.
The term of the License shall commence upon Final Acceptance of the Software by the City and shall continue until the License is terminated as provided below. i. Contractor may immediately terminate the License in the event of any failure by the City to comply with the terms or conditions of this Contract by giving written notice of such termination to the City. In the event the City has leased the Software from Contractor, the License will terminate automatically upon termination of the lease. Upon such termination, the City shall immediately cease further use of the Software and will cause all copies of the Software to be destroyed or returned to Contractor.
ii. The City may terminate the License at any time by
giving written notice thereof to Contractor and by destroying or returning to Contractor all copies of the Software. The City acknowledges and agrees that any election by the City • hereinder wil not enti to terminate the License hereunder will not entitle the City to any refund of amounts paid or compensation of any kind from Contractor.
iii. Upon any termination or expiration of the License, an authorized representative of the City shall certify in writing to Contractor that all copies of the Software and the Documentation which were the subject of the License have either been destroyed or returned to Contractor as required above. iv. The provisions of Sections 4.7, 5 and 8 shall survive the expiration or termination of this Contract.
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Contractor may, at its option, release updates to or new versions of the Software. If the City elects to obtain any update or new version of the Software, the use of such update or new version will be subject to the terms and conditions of this Contract.
Except as expressly provided in this Contract, Contractor retains all intellectual property rights and other rights to the Software, Documentation, and the source code for the Software.
8. TERMINATION
A. The City shall have the right to terminate this Contract upon material breach of any of the terms of this Contract by the other Party, after first giving the other party written notice of such breach and thirty (30) days to cure. If the breaching party does not cure the breach within the allotted time, the Contract will be terminated.
B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of receipt of Official Notification per Section 16.2.
C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.
D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) each party will return, delete, or destroy any copies, whether tangible or electronic, obtained from the other party pursuant to this Contract, including but not limited to any Documentation stored on any equipment that may be returned, and certify to the other party in writing within five (5) business days of the termination date that it has done so.
E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract, in which case the terms of Section 8.D apply F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
9. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.
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10. FORCE MAJEURE
Contractor shall not be responsible for interruption of, interference with, diminution of, or suspension of any of its products or services, including performance failure, which are caused by strike, lockout, riot, epidemics, war, government regulation, fire, flood, natural disaster, acts of God, utility failures, losses or injuries arising directly or indirectly from criminal acts, negligent acts of others, malfunctions or inadequacies of equipment or service not directly within the control of Contractor.
11. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Contract. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
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12. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
13. APPLICABLE LAW AND ATTORNEY'S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes, and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.
14. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
15. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
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16. NOTICES
16.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Oliver Collins for the City and Carol Jackson for the Contractor:
CITY CONTRACTOR
Oliver Collins Captain Carol Jackson, Director of Imblementation Phone No: 510-596-3706 Phone No: 530-221-0663
E-Mail: [email protected] E-Mail [email protected]
16.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY CONTRACTOR
Adam Polizer, Cty Manage Anthony BRichards
7333 Park Ave Prescent
Emeryville, California 94608 PO. Box 5071 El Dorado
Phone No: 510-596-430 Hills, CA 95762
E-Mail: [email protected] Phone No: 530-676-7128 E-Mail: trichards @)SunRidgeSystems.com
with a copy to:
Fred Dauer Lieutenant
2449 Powell St
Emeryville, California 94608
Phone No: 596-430
E-Mail: ([email protected]
17. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.
18. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
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19. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
20. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Contract, or any interest herein without the prior written consent of the City.
Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.
21. WAIVER
The City's failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
22. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit D is X required / • not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit D ("Other Requirements") when attached hereto and incorporated herein by reference (Other Requirements"). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit D shall control.
SIGNATURES ON FOLLOWING PAGE
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23. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
John Kennedy, City Attorney
Dated: CITY OF EMERYVILLE
Adam Politzer, City Manager
Dated:
Sun Ride Systems Ine
10/18/22 Anthon
chanda Signature)
thony B Richard
President
Attach: Attach:
W-9 Form Business License Certificate
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Exhibit A - Scope of Work
Section 1 - Software Licenses
The City has purchased the following software licenses:
• RIMS Computer Aided Dispatch Software
• RIMS Records Management Software
• RIMS Mobile Computer Software
• iRIMS Law Mobile App Software
• RIMS In-Station Mapping Software
• RIMS Mobile Mapping Software
• RIMS Property Room Bar Coding Software
• RIMS Citizen RIMS Public Access Software
• RIMS Collaborate Data Sharing Software
The City has purchased the following RIMS interface software:
• RIMS E911 Link
• RIMS State Link (CLETS) Software
• RIMS Text Paging Software
• RIMS LexisNexis (Coplogic) Link Software
• RIMS Crossroads Collision Import Link Software
• RIMS eCitation Link Software
• RIMS ARIES SQL Scripts Link Software
Section 2 - Project Schedule
Upon execution of the Contract, Contractor and City shall define a mutually agreed on project schedule.
Section 3 - Hardware/Equipment
Contractor is providing one (1) Worth Data Bar Code Scanner.
Section 4 - Third-Party Software
Contractor is providing no Third-Party software.
Section 5 - ARIES
SQL support services included in this Project are as follows:
- Extracting the SQL scripts written by ARIES staff from the RIMS system at Pleasant Hill PD
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- Copying those scripts to the City RIMS server
- Installing the scripts on the City RIMS database
- Running the scripts and confirming that data is being created for ARIES This scope does NOT include any verification that the extracted data is properly reflected in ARIES, only that the data pulled by the ARIES scripts has been created ARIES.
You will be responsible for establishing connectivity between your server and ARIES.
Additionally, you will be responsible for providing any SQL updates or tools that may be required to support these scripts.
Section 6 - Installation
Contractor will install all Contractor provided Software on City provided servers and will provide instruction to the City staff on how to install the client workstation Software and Mobile/App Software. The City's servers and workstations (including desktop and laptop computers as well as Android and/or iOS devices) shall meet the minimum specifications set forth in Section 13.
Access to the City supplied servers shall be via unattended remote access using a product called Bomgar by Beyond Trust, provided by Contractor. As part of installation, Contractor will setup a basic system backup process to local disks.
Section 7 - Configuration
Contractor will provide the following sessions to the City's designated RIMS Administrators:
Initial Setup: Consists of two (2) sessions, not to exceed four (4) hours per session, consisting of Instruction on the preliminary configuration of RIMS. Initial Setup is conducted over the phone and via remote access to the City's RIMS via remote access. The City will be given specific assignments to be completed at the conclusion of the sessions.
RIMS Configuration and Setup: Consists of up to 16 hours conducted via phone and remote access. This session continues the system setup that was started with the Initial Setup sessions. The RIMS Administrators will be instructed on how to configure RIMS to most closely meet the desired operational procedures of the City. In some cases, the RIMS Administrators may find that modifying existing procedures may be desired in order to take full advantage of RIMS functionality. Discussions will include:
• Customization of drop-down menu choices for 200+ fields • The City's records management operational decisions
• Paper flow vs paperless vs less paper for records
• Selection of case format type
• Review of data conversion processes and implementation, including reviewing data and starting data translations if converted data is available at the time the session is
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scheduled.
Section 8 - Map Engineering Services
Contractor will provide map engineering services assuming an ESRI-based map source. This process involves the City supplying an ERS! street centerline file (and layers) to Contractor so that Contractor can build maps for use by the RIMS mapping software products.
Section 9 - Street File (aka "Geofile") Load
The City and Contractor will work together to determine the best street file source. One "load" of this source file into RIMS is included in the scope. If the City determines that additional iterations of the street file are to be loaded (due to updates or corrections) or determines an alternative source for the street file is preferred, Contractor may charge additional fees for the additional loading.
Section 10 - Integration.
Contractor shall provide RIMS sided interfaces for all third-party software applications listed in Section 1 above. The City must coordinate with third-party vendors to complete and test each interface.
Section 11 - Training
Contractor is providing "end user" training all of which shall be conducted on-site at a City provided location(s). Training days are contiguous, including weekends. Class times are 0800 to no later than 1700. Contractor will provide a training plan at least 30 days prior to the first training session, generally following the parameters and total number of classes set forth in the chart below but with the specifics mutually agreed upon by the Parties.
Contractor will provide course materials/handouts in electronic format in advance of the training.
A "session" is a repeat of the same class/material.
End User Training
Sessions Days Per Total
Subject Offered Session Days Class Size
No more than
1 student per
CAD/Dispatcher 2 2 4 workstation/10
students per
session max
No more than
2 students per
Officers/Mobile Training 3 2 workstation/20
students per
session max
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1 student per
workstation
Records 1 1 1 (also must
attend Day 1
of Officer
Training)
1 student per
workstation
Property Room 1 1 (also must
attend Day 1
of Officer
Training)
Admin Review 1 TBD
IT Staff -
IT Overview 1 Conducted as
2 hrs 2 hrs
part of System
Cutover
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Section 12 - Go Live Support
Two (2) Contractor staff will be on site on the day of go live and one (1) Contractor staff will be onsite the day after system cutover. Staff will be onsite to answer questions and to address any system problems.
Section 13 - Data Conversion
Data conversion does NOT include data extraction from the current Spillman system. The City will provide the extracted data to be converted to Contractor or assist in the setup of a linked server between the RIMS server and your Spillman database. Once Contractor receives the extracted data, Contractor will evaluate it to determine which items may be converted into RIMS. Please note that not all data is converted. As part of Contractor's standard data conversion, we attempt to convert the following items. In some instances, all data may not be available or suitable for conversion.
RMS Data
People:
• Person Name (including combining duplicates based on 6-way match) DOB
Contact Information
Description
Identification Numbers
Officer Safety Notifications
Log Entries for Connections to Cases
Log Entries for Citations
Log Entries for Field Contacts
• Person Photos (if stored in the RMS and NOT a separate database or system).
Arrests:
Arrestee
Date/Time
Charges
Counts
Offense Level
Disposition
• Booked/Cited Out.
• Arresting Officer ID
Vehicles:
• License (including combing duplicates based on 2-way match) License
• State
• Make
• Model
Year
Color
Type
Log Entries for Connections to Case
Log Entries for Field Contacts
• Log Entries for Citations.
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Cases:
• • Location
• Date Reported
Date Occurred
• Classification/Type
• Offenses
• Case Dispositions
• Date of Dispositions
• Officer ID
• Persons
• Vehicles
Narratives
Supplements.
Attachments to cases to include the following file types: doc (no imbedded photos), pdf, jpeg.
Accident Reports (only if stored in Spillman):
• Location
• Date Reported
• Date Occurred
• Classification/Type
• Offenses
• Case Dispositions
• Date of Dispositions
• Persons
• Vehicles
• Narrative
• Supplements
• CHP 555 Form and Diagram as pdf files as part of attachments process.
Property in Cases:
• Category
Article
• Status
• Description
• Brand
• Model
• Item #
• Property Code
• Locations
Value-stolen
• Recovered
• Damage
• Officer.
Premises:
• Common Place Name
• Address
• Contract Person
Contract Phone Number
• Alarm.
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Streets (if electronic street file is available):
• Street Name
• Intersections (with block ranges).
Officer:
• Name
• ID
Users:
Name
• ID
Data Conversion - Not Included in this Project:
• CAD
• Property Room
• Conversion of attachments other than those specified above Data conversion is an iterative process requiring the resources of the City to be available to review converted data as soon as it is loaded and report any errors found to Contractor. We recommend that you identify at least two people to be part of a data conversion review team. It will be this team's responsibility to promptly review the converted data once it is loaded into RIMS, identify any problems with the converted data, and report those problems to us in an organized manner.
Contractor will then correct the reported errors, re-run the conversion, reload it onto your system and ask your staff to again review the data. The cycle is repeated as often as is necessary to ensure that the data conversion is as complete and correct as possible. To assist you with the review process, Contractor will have trainers available via phone and remote access to guide you. Contractor's trainer is NOT responsible for reviewing or identifying errors in the converted data. They are responsible for facilitating the process with your staff.
In addition to the continued review of the data for the duration of the project via phone and remote access, there is day of onsite data conversion review sessions with the Contractor's trainer and your staff prior to system cutover.
Our data conversion specialist will work with your technical staff to determine:
1) The best format with which to provide the extracted data to the conversion specialist 2) The best method for transferring that data to the conversion engineer 3) The timing for the final extract, conversion, and load of data for go live Section 14 - The City's Responsibilities
The City is responsible for the following:
Installation of all remaining client workstations
Installation of all remaining mobile computers
Installation of all remaining smartphone/tablet devices
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- Coordinate and schedule resources of the City to include IT staff - Identify RIMS Administrators
- Provide data communications infrastructure (network, wireless, internet, intranet) - Complete, submit and gain approval of updated DOJ CLETS application - Coordinate testing of the CLETS Message Switch
- Complete CIBRS certification
- Contact third party vendors and any other required third-parties) and coordinate their schedules and costs they may charge the City to provide, install and test their portion of the interface to RIMS.
- Provide Geofile (aka "street file") source and build-out Ensure accuracy of the geofile
Provide initial map source file
- Ensure all user-maintained configuration and data validation tables are completed priorto the start of training
- Provide training facilities and workstations (meeting minimum workstations requirements) and ensure access to RIMS training database from the training location(s)
- Training facilities must meet current Federal, State and local guidelines for health and safety, including those that may affect class size and physical configuration - Make paper copies of class materials and handouts provided by Contractor - Schedule the City's staff into requisite classes
- Assume any costs for staff overtime or other expenses incurred to support training schedule
- The City will allow unattended remote access (during implementation) to Contractor allowing the use of Bomgar by BeyondTrust remote access software so that Contractor may meet its responsibilities under this Contract - All coordination, testing and data verification with ARIES Purchase a minimum of one (1) DYMO LabelWriter 550 Turbo Label Printer and minimum one (1) month supply of Dymo Labels # 30256 for Property Room The City will provide the following. hardware meeting the following minimum specifications:
Database Software: Microsoft SQL Server software (Enterprise Edition) required to run the RIMS database.
- Servers: RIMS software supports a traditional hardware platform or a virtual platform. The hypervisor software products supported - VMWare, Hyper-V, and others. You will need one database server and one application server. The application server does not require as much disk
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or RAM as the database server.
• Minimum Specifications (If using existing hardware) Monitor Resolution:
1920 x 1080
PC Workstations Database Server
Windows 10+ Microsoft Windows Server 2016+
4 GB RAM 16GB RAM
Any size disk 1 TB Disk
Microsoft SQL Server 2016+
• Recommended Specifications (If purchasing new hardware) Monitor Resolution: 1920 x 1080
PC Workstations Database Server
Windows 10+ Microsoft Windows Server 2016+
8 GB RAM 32 GB RAM
Any size disk 2 TB Disk
Microsoft SQL Server 2016+
• Minimum Specifications (If using existing PCs) - Monitor Resolution: 1920x 1080
PC Workstations
Windows 10+
4 GB RAM
Any size disk
• Recommended Specifications (If purchasing new PCs) - Monitor Resolution: 1920 x 1080
PC Workstations
Windows 10+
8 GB RAM
Any size disk
• Mobile Computer Specifications - Recommended Specifications (If purchasing new PCs) Monitor Resolution: 1920 x 1080 Mobile Computers
Windows 10+
8 GB RAM
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Any size disk
• Additional Features for Mobile Computers: Wireless-Based Modem, Virus Protection Software, 2 or more USB ports, Internet Access (for Google Maps). • Option features for Mobile Computers: Touchscreen, Driver License Reader (USB), and Fingerprint reader by Digital Persona.
Mobile Application Specifications:
Mobile App Devices
iPhones/iPads Android
Android v6 (Marshmallow)
ios v12+
or greater
• Property Room Specifications:
- Provide a minimum of one (1) DYMO LabelWriter 550 Turbo Label Printer - Provide a minimum one (1) month supply of Dymo Labels # 30256 for Property Room
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Exhibit B - Contract Amount
ITEM PRICE
Computer-Aided Dispatch Software $42,000
Records Management Software $42,000
Mobile Computer Software $25,000
E911 Link Software $8,000
State Interface Software $8,000
CAD and Records Mapping Software $14,000
Mobile Mapping Software $6,000
Property Bar Coding Software $13,000
Paging Software $3,000
Bar Coding Equipment $1,700
Data Conversion $45,000
System Installation $21,657
Training $56,860
Project Management $24,675
iRIMS Law App Software $11,000
RIMS E-Citation Link Software $2,000
RIMS Collaborate Data Sharing Software $7,000
Citizen RIMS Public Access Software $10,000
RIMS CopLogic Link Software $2,000
RIMS to ARIES SQL Scripts Link Software $6,000
RIMS Crossroads Citation Import Link Software $2,000
Map Data Engineering Services , $2,500
Sale Tax - Bar Code Scanner $178
First Year Software Maintenance, Support, and Updates $30,150 CONTRACT AMOUNT $383,720
The City agrees to pay Contractor the Total Contract Amount ("Contract Amount") according to the following schedule payment schedule.
Milestone Amount of Payment
Contract Signing 25% of Contract Amount
Software Installation Complete 25% of Contract Amount
Training Complete 25% of Contract Amount
Final Acceptance 25% of Contract Amount
Additional or deletions identified as per Paragraph 2 of this Agreement will be invoiced or a credit memo provided at the time of invoicing of the Final Acceptance milestone payment.
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Exhibit C - Support Services Agreement
This is a description of the software support, maintenance, and update/upgrade services to be provided by Contractor to the City ("Licensee") as part of a Software Support Services Agreement ("Agreement"). This Agreement covers all RIMS public safety software (Software) licensed by the Licensee.
Under this agreement Contractor agrees to provide the following services to Licensee:
Coverage Hours. Contractor will provide a toll-free phone number and dedicated emall address for support purposes during normal service hours. Normal service hours are defined as Monday- Friday, 8AM-5PM PST, except for New Year's Day, Martin Luther King Day, Presidents Day, Memorial Day, July 4", Labor Day, Veterans Day, Thanksaiving Day, Day after Thanksgiving, and Christmas Day ("common holidays").
However, for instances where the Licensee's system is completely inoperable due to a Contractor software problem ("critical problems") preventing basic system operation, service will be available 24 hours, 7 days a week, common holidays included. Examples of critical problems include:
RIMS is down/not responding on multiple workstations
- Cannot create a call for service CAD Incident)
- Cannot issue a case number
- Unable to access NCIC
- Other issues that will not allow the user to complete critical tasks Licensee will have taken reasonable measures prior to contacting Contractor's support during non- service hours including
- Verified that the issue is not related to just 1 workstation - Restarted the workstation in question
Contacted in-house IT support if the issue is related to network or server errors Verified the issue is critical enough that it cannot wait until normal support hours
2. Contractor's Response to reported problems. Contractor agrees to provide service and assistance as expeditiously as possible as follows:
a. Most problems will be resolved with the initial phone call or email. b. For problems that cannot be immediately resolved, Contractor will work to resolve the problem based on the severity of the problem and the urgency reported by Licensee. • For critical problems, Contractor personnel will work with Licensee until the situation is resolved.
• For problems that are not critical problems that have a lesser though continuing impact on operations of Licensee Contractor will endeavor to provide a solution or workaround within
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72 hours of the problem being reported to Contractor by the Licensee. • For other problems Contractor may, at its discretion, either issue a near term "fix release" of the product or include the fix in the next scheduled product update.
3. Licensee equipment and software responsibilities. Licensee agrees to allow Contractor to remotely connect to Licensee's system when a problem is reported. Contractor uses BeyondTrust remote access software for secure installation and follow-on support services. BeyondTrust software provides superior security and does so over an ordinary internet connection via a Contractor server that hosts a BeyondTrust security hardware device:
If Licensee does not allow unattended access, the Contractor's response to a service request may be delayed until a responsible party of the Licensee allows access. Once remote access is obtained, Contractor will examine data files, investigate reported problems, and provide updates and corrections as necessary.
4. Provision of software updates. Contractor will provide all new enhanced and updated versions of software licensed to Licensee at no additional cost. This software will be provided with detailed installation instructions for installation by Licensee. If desired, Licensee may retain Contractor to perform any installation at additional cost to be determined on a per case basis. Updates are distributed via download from the Contractor's ftp web site. Contractor will not be obligated to provide service for release versions that are more than two annual release versions older than the current release.
6. Term. The term of this Agreement shall be one year shall be annually renewed for another year upon payment of invoice. Payment for the year is due in advance the day the services begin. Non- payment of the support invoice within 60 days shall be cause for terminating or suspending the Agreement at the discretion of Contractor.
Termination. Licensee may terminate this Agreement with or without cause upon ninety (90) days written notice to Contractor. If terminated, Licensee is entitled to a prorated refund for the service days not consumed beginning on the last day of the month the written notice is received by Contractor to the end of the remaining term of the Agreement.
8. Limitations. Contractor agrees to provide support only for public safety application software provided by Contractor. Other software used by Licensee (word processing, spreadsheet, etc.) is not included in this Agreement. PC and network operating system software and Microsoft SQL Server database system software is similarly not included, although Contractor may assist Licensee in isolating problems to this software. (Contractor reserves the right to charge for diagnostic services in the event it is determined that the reported issue is not attributable to RIMS.) Also specifically excluded is responsibility for administration, support, or maintenance of Licensee server, computer network, operating systems, or database (Microsoft SQL Server).
Licensee may request that Contractor provide support services outside the limitations of this Support Services Agreement. If Contractor agrees to provide any requested additional support services, such support services will be provided at Contractor's then current rate and under terms and conditions that Contractor may require.
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This Agreement does not include equipment maintenance or assistance in diagnosing hardware problems including but not limited to PCs, printers, network, scanners, and other computer peripheral devices with the exception that Contractor will assist Licensee in determining whether a problem is RIMS application software in nature.
City of Emeryville | Contract Insurance Requirements (Exhibit D) REV 08/2020
City of Emeryville
CALIFORNIA
EXHIBIT D
Contract Insurance Requirements
As used in this Exhibit D, Contractor refers to Sum Ridge
1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees, or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy.
Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors, or omissions of the Contractor wherein "Covered Professional Services" as designated in the policy must specifically include Services performed under this Contract.
X Workers' Compensation and Employer's Liability
Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
City of Emeryville | Contract Insurance Requirements (Exhibit D) REV 08/2020
X General Liability
• All Contract Types
$1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
Construction Specific
$2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse, and underground property damage hazards.
Automobile Liability
$2,000,000.00 per accident for bodily injury and property damage.
X Professional Liability / Errors and Omissions
$2,000,000,00 per claim and aggregate.
X Workers' Compensation and Employer's Liability
Workers' compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
City of Emeryville | Contract Insurance Requirements (Exhibit D) REV 08/2020
General Liability
(1) Such policy shall provide the City, its officials, employees, agents, and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self insurance maintained by the City, its officials, employees, agents, and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.
Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents, and authorized volunteers shall be excess of Contractor's insurance and shall not be called upon to contribute with it in any way.
X Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
City of Emeryville | Contract Insurance Requirements (Exhibit D) X Workers' Compensation and Employer's Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents, and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.
3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents, and authorized volunteers.
4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents, and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
City of Emeryville | Contract Insurance Requirements (Exhibit D REV 08/2020
5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best's rating no less than A-: VIl, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents, and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
Attach:
Insurance Certificate and Endorsements