PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
iKW SOLUTIONS INC.
FOR
ORACLE/ JD EDWARDS TOOLS SOFTWARE UPGRADE AND AS NEEDED
SYSTEM SUPPORT CONSULTING SERVICES
THIS AGREEMENT (" Agreement") is made and entered into by and between the Cityof HuntingtonBeach, amunicipalcorporationoftheStateof California, hereinafter referred to as " CITY," and, iKW SOLUTIONS INC., a Wyoming Corporation a hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to support the City's Oracle/JD EdwardstoolssoftwareupgradeprojectandasneededJD Edwards system support services; and
Pursuantto documentationon file in the office of the City Clerk, theprovisionsof the Huntington Beach Municipal Code, Chapter 3. 03, relating to procurementof professionalservicecontractshavebeencompliedwith; and
CONSULTANT hasbeen selectedto perform theseservices,
NOW, THEREFORE, it is agreedby CITY andCONSULTANT asfollows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit " A," which is attached hereto and incorporated into this Agreement by this reference. These servicesshallsometimeshereinafterbereferredto asthe "PROJECT." CONSULTANT herebydesignatesMatthewAarsvoldwho shall represent it andbeits solecontactandagentin all consultationswith CITY duringthe performance of this Agreement.
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2. CITY STAFF ASSISTANCE
CITY shallassigna staff coordinatorto work directlywith CONSULTANT in the performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essenceof this Agreement. The servicesof CONSULTANT are to commence on 0( IC,
2024 ( the " Commencement Date"). This Agreement shall automaticallyterminatethree (3) yearsfromtheCommencementDate, unlessextendedor sooner terminated as provided herein. All tasks specified in Exhibit " A" shall be completed no later than two ( 2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit " A" aregenerallyto be shownin Exhibit A." Thisschedulemaybeamendedto benefitthePROJECTif mutuallyagreedto in writing by CITY andCONSULTANT.
In the event the CommencementDate precedesthe Effective Date, CONSULTANTshallbeboundbyalltermsandconditionsasprovidedherein.
4. COMPENSATION
In considerationof theperformanceof theservicesdescribedherein, CITY agreesto payCONSULTANTona timeandmaterialsbasisattheratesspecifiedin Exhibit " B," which is attachedheretoandincorporatedby referenceinto this Agreement, a fee, includingall costsandexpenses, notto exceedOneHundredThousandDollars 100, 000).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit " A" or changes in the scope of services described in Exhibit " A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 24- 14161/ 332310 2 of 13
compensationfor suchextra work shall be allowedonly if the prior written approvalof CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANTshallbepaidpursuantto thetermsof Exhibit " B."
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including, withoutlimitation, all originaldrawings, designs, reports, bothfieldandoffice notices, calculations, computer code, language, data or programs, maps, memoranda, lettersand other documents, shall belongto CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECTcompletion, whichevershalloccurfirst. Thesematerialsmaybeusedby CITY as it sees fit.
8. HOLD HARMLESS
A. CONSULTANTherebyagreesto protect, defend, indemnifyand hold harmlessCITY, its officers, electedor appointedofficials, employees, agentsand volunteersfromandagainstanyandall claims, damages, losses, expenses, judgments, demandsanddefensecosts (including, withoutlimitation, costsandfeesof litigationof every nature or liability of any kind or nature) arising out of or in connectionwith CONSULTANT' s ( or CONSULTANT' s subcontractors, if any) negligent ( or alleged negligent) performanceof thisAgreementor its failureto complywith anyof its obligations contained in this Agreement by CONSULTANT, its officers, agents or employeesexceptsuchlossordamagewhichwascausedbythesolenegligenceorwillful misconductof CITY. CONSULTANTwill conductall defenseatitssolecostandexpense and CITY shall approve selection of CONSULTANT' s counsel. This indemnity shall 24- 14161/ 332310 3 of 13
applyto all claimsandliability regardlessof whetheranyinsurancepoliciesareapplicable.
The policy limits do not act as limitationuponthe amountof indemnificationto be provided by CONSULTANT.
B. To the extent that CONSULTANT performs " Design Professional Services" within the meaningof Civil CodeSection2782.8, thenthe followingHold Harmlessprovisionappliesin placeof subsectionA above:
CONSULTANTherebyagreesto protect, defend, indemnifyandhold harmlessCITY and its officers, electedor appointedofficials, employees, agentsand volunteers, fromandagainstanyandall claims, damages, losses, expenses, demandsand defensecosts (including, withoutlimitation, costsandfeesof litigationof everynatureor liabilityof anykindornature) totheextentthattheclaimsagainstCONSULTANTarise outof, pertainto, or relateto thenegligence, recklessness, or willful misconductof CONSULTANT. In no eventshallthe costto defendchargedto CONSULTANT exceed CONSULTANT' s proportionate percentage of fault. However, notwithstanding the previoussentence, intheeventoneormoreotherdefendantstotheclaimsand/orlitigation isunabletopayitsshareofdefensecostsduetobankruptcyordissolutionofthebusiness, CONSULTANTshallmeetandconferwith CITY andotherdefendantsregardingunpaid defense costs. Thedutytoindemnify, includingthedutyandthecosttodefend, islimited asprovidedin CaliforniaCivil CodeSection2782.8.
C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursedby CONSULTANTfor all costsandattorney's feesincurredby CITYin enforcing this obligation. This indemnityshall applyto all claimsandliability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upontheamountof indemnificationto beprovidedby CONSULTANT. 24- 14161/ 332310 4 of 13
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coveragefor CONSULTANT's professionalliability in an amount not less than One Million Dollars ($ 1, 000, 000. 00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self- insured retention without the express written consent of CITY; however an insurance policy " deductible" of Ten Thousand Dollars 10, 000. 00) or less is permitted. A claims-madepolicy shall be acceptableif the policy further provides that:
A. Thepolicyretroactivedatecoincideswith or precedestheinitiation of the scopeof work (including subsequentpolicies purchasedas renewals or replacements).
B. CONSULTANT shall notify CITY of circumstancesor incidents that might give rise to future claims.
CONSULTANTwill makeeveryeffortto maintainsimilarinsuranceduring the required extended period of coverage following PROJECT completion. If insurance is terminatedfor anyreason, CONSULTANTagreesto purchaseanextendedreporting provision of at least two ( 2) yearsto reportclaimsarisingfromworkperformedin connection with this Agreement.
If CONSULTANT fails or refusesto produceor maintain the insurance requiredbythissectionorfailsorrefusestofurnishtheCITYwithrequiredproofthat insurancehasbeenprocuredandisinforceandpaidfor, theCITYshallhavetheright, at the CITY' s election, to forthwith terminate this Agreement. Such termination shall not 24- 14161/ 332310 5 of 13
effectConsultant'sright to bepaidfor its time andmaterialsexpendedprior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnifytheCITY for anywork performedprior to approvalof insuranceby theCITY.
10. CERTIFICATE OF INSURANCE
Prior to commencingperformanceof the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencingthe foregoinginsurancecoverageasrequiredby this Agreement; thecertificate shall:
A. providethenameandpolicynumberof eachcarrierandpolicy; B. statethatthepolicy is currentlyin force; and
C. shallpromisethat suchpolicy shallnot be suspended, voidedor canceledby either party, reducedin coverageor in limits except afterthirty (30) days' priorwrittennotice; however, ten (10) days' priorwrittennoticein theeventof cancellationfornonpaymentof premium.
CONSULTANT shall maintainthe foregoinginsurancecoveragein force until thework underthis Agreementis fully completedandacceptedby CITY.
Therequirementfor carryingthe foregoinginsurancecoverageshallnot derogatefrom CONSULTANT' s defense, hold harmlessand indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a promptandtimelymanner, thepremiumsontheinsurancehereinaboverequired. 24- 14161/ 332310 6 of 13
11. INDEPENDENT CONTRACTOR
CONSULTANT is, andshall be, actingat all times in the performanceof this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secureat its own costandexpense, andbe responsiblefor any and all payment of all taxes, social security, state disability insurance compensation, unemploymentcompensationand other payroll deductionsfor CONSULTANT and its officers, agentsand employeesand all businesslicenses, if any, in connectionwith the PROJECT and/or the servicesto be performed hereunder.
12. TERMINATION OF AGREEMENT
All work requiredhereundershallbeperformedin a goodandworkmanlike manner. CITYmayterminateCONSULTANT'Sserviceshereunderatanytimewithor without cause, andwhetheror not thePROJECTis fully complete. Any terminationof this Agreementby CITYshallbemadein writing, noticeof whichshallbedeliveredto CONSULTANT as provided herein. In the event of termination, all finished and unfinisheddocuments, exhibits, report, andevidenceshall, attheoptionof CITY, become itspropertyandshallbepromptlydeliveredtoit byCONSULTANT.
13. ASSIGNMENT AND DELEGATION
ThisAgreementisapersonalservicecontractandtheworkhereundershall not be assigned, delegatedor subcontractedby CONSULTANT to any other personor entity without the prior express written consent of CITY. If an assignment, delegation or subcontractis approved, all approvedassignees, delegatesandsubconsultantsmustsatisfy theinsurancerequirementsassetforth in Sections9 and10hereinabove. 24- 14161/ 332310 7 of 13
14. COPYRIGHTS/ PATENTS
CITY shallownall rightsto anypatentor copyrighton anywork, itemor materialproducedasaresultof this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITYshallhaveanyfinancialinterestin thisAgreementin violationof theapplicable provisionsof theCaliforniaGovernmentCode.
16. NOTICES
Anynotices, certificates, orothercommunicationshereundershallbegiven either by personal delivery to CONSULTANT' s agent ( as designated in Section 1 hereinabove) ortoCITYasthesituationshallwarrant, orbyenclosingthesameinasealed envelope, postageprepaid, anddepositingthesameintheUnitedStatesPostalService, to the addresses specified below. CITY and CONSULTANT may designatedifferent addressestowhichsubsequentnotices, certificatesorothercommunicationswill besentby notifyingtheotherpartyviapersonaldelivery, areputableovernightcarrierorU. S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach iKW Solutions Inc.
ATTN: Chief Financial Officer ATTN: Matthew Aarsvold
2000 Main Street 668 North CoastHighway, Suite 516
Huntington Beach, CA 92648 Laguna Beach, CA 92651
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17. CONSENT
When CITY' s consent/ approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemedto be a consent/approval to anysubsequentoccurrenceof thesameor anyothertransactionor event.
18. MODIFICATION
No waiveror modificationof anylanguagein this Agreementshallbevalid unlessin writing andduly executedby bothparties.
19. SECTION HEADINGS
Thetitles, captions, section, paragraphandsubjectheadings, anddescriptive phrasesatthebeginningofthevarioussectionsinthisAgreementaremerelydescriptive andareincludedsolelyfor convenienceof referenceonlyandarenotrepresentativeof mattersincludedor excludedfrom suchprovisions, anddo notinterpret, define, limit or describe, or construetheintentof thepartiesor affecttheconstructionor interpretationof anyprovisionof this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
Thelanguageof allpartsof thisAgreementshallin allcasesbeconstrued asawhole, accordingto itsfairmeaning, andnotstrictlyfororagainstanyoftheparties.
If anyprovisionof thisAgreementis heldby anarbitratoror courtof competent jurisdictiontobeunenforceable, void, illegalorinvalid, suchholdingshallnotinvalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provisionshallbedeemeddependentuponanyotherunlesssoexpresslyprovidedhere.
Asusedin thisAgreement, themasculineorneutergenderandsingularorpluralnumber shall be deemedto includethe otherwheneverthe contextso indicatesor requires.
Nothingcontainedhereinshallbeconstruedsoastorequirethecommissionofanyact 24- 14161/ 332310 9 of 13
contraryto law, andwhereverthereisanyconflictbetweenanyprovisioncontainedherein andanypresentorfuturestatute, law, ordinanceorregulationcontraryto whichtheparties haveno right to contract, thenthe lattershallprevail, andthe provisionof this Agreement whichis herebyaffectedshallbecurtailedandlimitedonlyto theextentnecessaryto bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been preparedandsignedin counterpartsasduplicateoriginals, eachofwhichsoexecutedshall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicateoriginal shall be deemedan original instrumentas againstany party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigrationandnaturalizationlaws of the United Statesandshall, in particular, comply with theprovisionsof theUnitedStatesCoderegardingemploymentverification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANTandCITY agreethatCITY is not liable for paymentof any subcontractorwork involvinglegalservices, andthat suchlegalservicesareexpressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuanttoHuntingtonBeachCityCharterSection309, theCityAttorneyistheexclusive legalcounselfor CITY; andCITY shallnot beliablefor paymentof anylegalservices expensesincurred by CONSULTANT.
24- 14161/ 332310 10 of 13
24. ATTORNEY' S FEES
In the event suit is brought by either party to construe, interpret and/or enforcethetermsand/orprovisionsofthisAgreementorto securetheperformancehereof, eachpartyshallbearitsownattorney'sfees, suchthattheprevailingpartyshallnotbe entitled to recover its attorney's feesfrom the nonprevailing party.
25. SURVIVAL
Termsandconditionsof this Agreement, which by their senseandcontext survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreementshall be governedand construedin accordancewith the laws of the State of California.
27. SIGNATORIES
Eachundersignedrepresentsandwarrantsthatits signaturehereinbelowhas thepower, authorityandrighttobindtheirrespectivepartiestoeachofthetermsofthis Agreement, andshallindemnifyCITY fully for anyinjuriesor damagesto CITY in the eventthatsuchauthorityorpowerisnot, infact, heldbythesignatoryoriswithdrawn.
28. ENTIRETY
The partiesacknowledgeand agreethat they are enteringinto this Agreementfreelyandvoluntarilyfollowingextensivearm'slengthnegotiation, andthat each has had the opportunity to consult with legal counsel prior to executing this Agreement. Thepartiesalsoacknowledgeandagreethatnorepresentations, inducements, promises, agreementsorwarranties, oralorotherwise, havebeenmadebythatpartyor anyoneactingonthatparty'sbehalf, whicharenotembodiedin thisAgreement, andthat thatpartyhasnotexecutedthisAgreementinrelianceonanyrepresentation, inducement, 24- 14161/ 332310 11 of 13
promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement betweenthepartiesrespectingthesubjectmatterof thisAgreement, andsupersedeall prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney. ThisAgreementshallexpirewhenterminatedasprovidedherein.
IN WITNESSWHEREOF, the partiesheretohavecausedthis Agreementto be executedby andthroughtheir authorizedofficers.
24- 14161/ 332310 12 of 13
CONSULTANT, CITY OF HUNTINGTON BEACH,
iKW SOLUTIONS INC., a municipal corporation of the State of California
By: vtg9'
City Manager
142,` te MO Vo L
print name
INITIATED AND APPROVED:
ITS: ( circle one) Chairman Presiden ice President
AND
Chief Finan ial Officer
By: , d )4( APPROVED AS TO FORM:
print name
ITS: ( circle on Secreta / Chief Financial Officer/ Asst.
City Attorney
Secretary— Treasure
Date
RECEIVE AND FILE:
COUNTERPART
City Clerk
Date
24- 14161/ 332310 13 of 13
CONSULTANT, CITY OF HUNTINGTON BEACH,
iKW SOLUTIONS INC., a municipal corporati• . : State of California
By:
City Manager
print name
INITIATED AND APPROVED:
ITS: ( circle one) Chairman/ PresidentNice President
AND
Chief Finan ial Officer
By: APPROVED AS TO FORM:
print name
ITS: ( circle one) Secretary/ Chief Financial Officer/ Asst. lty orney
Secretary— Treasurer
ate
COUNTERPART RECEIVE AND FILE:
e6T
City Clerk
Date 2
24- 14161/ 332310 13 of 13
EXHIBIT " A"
A. STATEMENT OF WORK: ( Narrative of work to be performed.
SEE ATTACHED EXHIBIT A
B. CONSULTANT' S DUTIES AND RESPONSIBILITIES:
C. CITY' S DUTIES AND RESPONSIBILITIES:
D. WORK PROGRAM/ PROJECT SCHEDULE:
EXHIBIT A
EXIIIBIT A
Consulting Services Statement of Work— 003
This Consulting Services Statement of Work, dated as of the 18th day of January 2024 (" SOW Effective Date"), is made pursuant to the Professional Services Contract (" Agreement") by and between iKW Solutions ( herein " Provider") a State of Wyoming C Corporation and the City of Huntington. Beach, CA, a municipal Corporation of the State of California ( herein " Client"). This StatementofWorkincorporatesalltermsandprovisionsoftheProfessionalServicesContractdated February10, 2020.
1. Delivery Period: January 15, 2024 through January 14, 2027
2. Engagement Overview/ Scope of Services:
KWSolutionswill provideconsultantsat the City's requestto supportthe City's JDEdwards- relatedneedsandperformAdHocsupportservicesfortheCity'sEnterpriseOnerelease9.2.
The Services may.include:
U Applications ( Functional) Ad Hoc Support in support of the City's JDE EnterpriseOne applications, includingbut not limited to:
o EnterpriseOne Foundation ( Address Book)
o GeneralAccounting(i.e., GeneralLedger,AccountsPayable,AccountsReceivable) o Human Capital Management ( HCM) ( Human Resources, Payroll) o Distribution ( i.e., Procurement, Inventory)
o AssetLiifecycleManagement(FixedAssets)
o Real Estate Management
o Hubble Software support
Development(Technical)AdHocservicesinsupportoftheCity'sCurrentandanyFutureState customizationsand bolt-onsto the JDEdwardssoftware.
B CNC.(Technical) Ad Hocservicesin supportof the City's ConfigurableNetworkComputing needs on Release 9.2 of JD Edwards EnterpriseOne.
Ad Hoc Services and Deliverables
Ad HocServicesmayinclude the following services:
o Functionalassistancewith annual 1099andW2 creation
o Support of ACA updates
o TroubleshootingandissueresolutionforproblemsencounteredintheuseofJDE. o Helpwith reports (and/or OneViewReporting)
o Supportwith operationsof specificJDEfunctionswithin a supportedmodule (e.g., G./L, A/P, HCM, etc.)
Proprietaryand Confidential— iKWSolutions Page 1 of 3
o RequirementsGathering, Design, Construction, and Testingof customization and/or bolt ons: to JDE.
o Application configuration and testing for changesto module(s) currently used by City or new modules the City may wish to implement ( e.g., Orchestrator) o RequirementsGathering, Design, Construction, andTestingof customizationand/or bolt- ons to JDE.
o Trouble shooting, set-up and/ or report writing in Hubble.
Pricing
iKWSolutionswill provideprofessionalsatthefollowinglevelsandHourlyRates. Thefollowing Rates are all inclusive ( include applicable expenses for Travel). TheAd-Hocsupport effort will not exceed $100,000without prior approvalfrom the City.
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Project Manager 195
Senior Business Analyst JDE HCM 195
Senior Business Analyst JDE Finance 180
Senior Business Analyst JDE Supply Chain 180
Senior Business Analyst JDE Real Estate 190
CNC 155
Development Lead JDE Development 160
Resource Level Remote. Hourly` Rate
Project Manager/ Reporting Lead 165
Senior Business Analyst JDE HCM 165
Senior Business Analyst JDE Finance 160
Senior Business Analyst JDE Supply Chain 160
Senior Business Analyst JDE Real Estate 180
CNC 140
Development Lead JDE Development 150
Reporting Data Architect 150
3. Project Approach:
iKWwill utilizeourproprietaryMethodologyto supportallJDEdwardsneedsthe Citymay request.
4. Resources:
Asthis isanAdHocrequestwe don't knowwhichskillswill berequiredto supporttheCity's needs. Resources will be identified when the City requests support.
Proprietaryand Confidential— iKWSolutions Page 2 of 3
EXHIBIT " B"
Payment Schedule ( Hourly Payment)
A. Hourly Rate
CONSULTANT' S fees for such servicesshall be basedupon the following hourly rate and cost schedule:
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Project Manager 195
Senior Business Analyst JDE HCM 195
Senior Business Analyst JDE Finance 180
Senior Business Analyst JDE Supply Chain 180
Senior Business Analyst JDE Real Estate 190
CNC 155
Development Lead JDE Development 160
Resource Level Remote: Hourly Rate.
Project Manager/ Reporting Lead 165
Senior Business Analyst JDE HCM 165
Senior Business Analyst JDE Finance 160
Senior Business Analyst. JDE Supply Chain 160
Senior Business Analyst JDE Real Estate 180
CNC 140
Development Lead JDE Development 150
Reporting Data Architect 150
B. Travel. Chargesfor time during travel are not reimbursable C. Billing
1. All billingshallbedonemonthlyin fifteen (15) minuteincrementsandmatchedtoan appropriatebreakdownof the time that was taken to perform that work and who performed it.
2. Eachmonth'sbill shouldincludeatotal to date. Thattotal shouldprovide, at a glance, the total fees and costs incurred to date for the project.
3. A copyofmemoranda, letters, reports, calculationsandotherdocumentationprepared byCONSULTANTmayberequiredtobesubmittedtoCITYtodemonstrateprogress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the servicesperformed;
C) Show the total amount of the payment due;
D) Includea certificationby a principal memberof CONSULTANT'Sfirm that the work has been performed in accordancewith the provisions of this Agreement; and
E) For all paymentsincludeanestimateof thepercentageof work completed.
Upon submissionof any such invoice, if CITY is satisfiedthat CONSULTANT is making satisfactoryprogresstoward completion of tasks in accordancewith this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty ( 30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasonsfor non-approval and the scheduleof performance set forth in Exhibit " A" may at the option of CITY be suspendeduntil thepartiesagreethatpastperformanceby CONSULTANTis in, or hasbeenbrought into compliance,. or until this Agreement has expired or is terminated as provided herein.
5. Any billings for extrawork or additionalservicesauthorizedin advanceandin writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performedisinaccordancewiththeextraworkoradditionalservicesrequested, andif CITY is satisfied that the statement of hours worked and costs incurred is accurate.
Such approval shall not be unreasonably withheld. Any dispute between the parties concerningpaymentof suchaninvoiceshallbetreatedasseparateandapartfromthe ongoing performance of the remainder of this Agreement. iq'V
DATE( MMIDDlYYYY)
RI' CERTIFICATE OF LIABILITY INSURANCE ATE(
MMIDDA
1/ 2612024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( les) must have ADDITIONAL. INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).
PRODUCER Heights' Park Insurance Services NAMEACTAlyssa Wilcox • 2100 4th St, Ste C 211 aKtsNExt): 619. 432 2810
PAX
Not;619-839-3684tiSan Rafael CA 94901 noRESS:alyssa© heightsparkins. com
INSURER( S) AFFORDING COVERAGE NAICSI
INSURER A: Underwriters at Lloyd' s, London 48944
INSURED iKW Solutions, Inc. INSURER B Continental Casualty Company 20443 668 N Coast Hwy, Ste 516 INSURER C; State Compensation Ins Fund 35076 Laguna Beach CA 92651 INSURER D: Travelers Casualty& Surety Co of Am 31194
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADM SUER POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE JNS Wy POLICY NUMBER MMIDD/ YYYYI IMM/ DD/ YYYYI LIMITS B 1 COMMERCIAL GENERAL LIABILITY
Li 7013600861 03122/ 2023 03/ 2212024 EACH OCCURRENCE $ 1, 000, 000
TO RENTED
CLAIMS- MADE n OCCUR PREMSAGESlEa occurrence) $ 1, 000, 000 MED EXP( Any oneperson) $ 10, 000
PERSONALS ADV INJURY $. 1, 000, 000
GEN' L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2, 000, 000 POLICY !' i LOC PRODUCTS- COMP/ OP AGG $ 2, 000, 000 OTHER
B AUTOMOBILE LIABILITY
110 17013600861 0312212023 03/ 22/ 2024 pgazdeD^tj
INGLELIMIT $ 1, 000, 000
T
ANY AUTO BODILY INJURY( Per person) $
OWNED — SCHEDULED BODILY INJURY( Per occlden0 $AUTOS ONLY AUTOS 7 AUTOS ONLY ALIT S ONLY Per aaeecid
DAMAGE $
B UMBRELLA LIAR I I OCCUR , 1117013500875 03/ 22/ 2023 03/ 22/ 2024 EACH OCCURRENCE $ 4, 000, 000 EXCESS LIAR I1 CLAIMS- MADE AGGREGATE 4, 000, 000
1i
DED I I RETENTIONS S
WORKERS COMPENSATION
11 9289677- 2023 12/ 19/ 2023 12/ 1912024 I3TTUTSI ERA
AND EMPLOYERS' UABIUTY
ANYPROPRIETORIPARTNER/ EXECUTIVE
YIN
E. L. EACH ACCIDENT $ 1, 000, 000
OFFICER/ Mt: MBER EXCLUDED? 59 NIA
Mandatory In NH) EL DISEASE-EAEMPLOYEE$1,000, 000
Ir
DESCdescribeOerRIPTION OPERATIONS below EL DISEASE- POLICY LIMIT $ 1, 000, 000
A TECH ERRORS& OMISSIONS I
Iil I APT1127723 10/ 09/ 2023 10/ 09/ 2024 1,000,00011, 000,000 A CYBER 8 PRIVACY I- I1 1 APT1127723 10/09/2023 10/0412024 1,000,00011,000,000 D CRIME- THEFT OF CLIENT PROPERTY I ILi 107532780 10/28/2023 10/28/2024 4 eonone DESCRIPTION OF OPERATIONS 1LOCATIONS I VEHICLES( ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City, its officers, elected or appointed officials, employees, agents, and volunteers are to be covered as additional insureds by separate attached endorsement( s) as respects liability arising out of action performed by or on behalf of the contractor iA@11150dhSnt 6ORM operationsof thecontractor, premisesowned,occupiedor used by the contractor,or automobilesowned, leasedor borrowedby the contractor.Thecoverageshall containno speciallimitations on the scopeof protectionaffordedto the City. By:
MICHAEL E, GATES
CITY ATTORNEY
CITY OF HIJNTINGTON SPACN
CERTIFICATE HOLDER CANCELLATION
City of Huntington Beach
2000 Main St
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
ITHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach, CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE I
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1988- 2015 ACORD CORPORATION. All rights reserved.
ACORD 25( 2016/ 03} The ACORD name and logo are registered marks of ACORD 9(
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N ..
19 S.
City of Huntington Beach
tFyxt Business License P. O. Box 190
y: Efe 714) 536- 5267 FAX ( 714) 536- 5934 Huntington Beach, CA 92648- 2702 Sunny Han
Chief Financial Officer
I K W SOLUTIONS INC
668 NORTH COAST HIGHWAY# 516
LAGUNA BEACH, CA 92651
Dear Business Owner:
Thank you for your payment. Attached is your City of Huntington Beach Business License certificate. Please note that approximately one month prior to the license expiration date, you will be mailed a renewal notice for the upcoming year. If for any reason your renewal notice does not arrive, you are still responsible for renewing and paying your business license prior to the expiration date.
Penalties will be incurred if the payment is not received by the expiration date.
Please post the business license in public view. If you do not transact business from a fixed location within the City, you must carry this license with you at all times. If a vehicle license plate number is displayed on the Business License certificate below, you must carry a copy of the certificate in that vehicle. Please contact the Business License office if there are any changes to: ownership, address, business name, business vehicle, or type of business conducted. Additionally, please notify our office if you discontinue your business.
The Gender Tax Repeal Act of 1995( Act) prohibits a business from discriminating based on a person' s gender for prices of similar or like-kind goods and services. However, the Act does not prohibit price differences based on the amount of time, difficulty, or cost of providing the services. In addition to prohibiting discrimination based on a person's gender, the Act requires certain businesses to clearly and conspicuously disclose to customers in writing the pricing for each standard service provided. The posting requirement applies to barbers and hair salons, tailors or businesses providing aftermarket clothing alterations, dry cleaners, and laundries providingservicesto individuals.Toaccessthe Departmentof ConsumerAffairspublication, pleaseusethefollowingwebpage:
https://www.barbercosmo.ca.gov/consumers/gender_policy.pdf. To access the publication in Korean, Spanish, Vietnamese, Traditional Chinese, Simplified Chinese, or Tagalog, please use the following webpage:
https://www.dca.ca.gov/publications/index.shtml
There are many resources available to our business owners. Listed below are a few that might be of interest and assistance to you.
Office of Business Development-( 714) 536- 5582 Service Corps of Retired Executives-( 714) 550- 7369 Huntington Beach Chamber of Commerce-( 714) 536- 8888 Fictitious Business Name Information-( 714) 834- 2889 CA Department of Tax and Fee Administration -( 949) 440- 3473 Community Development-( 714) 536- 5271 If you have any questions, please call a Business License representative at (714) 536-5267.
City of Huntington Beach
Business License
License Number
Business Name/ Service Address POST IN PUBLIC VIEW A308430
I K W SOLUTIONS INC
N
Effective Date
10, -v 03; 4.. tip 02/ 01/ 2024
Owner/ Corporation Expiration Date
I K W SOLUTIONS INC
x
Z 01/ 31/ 2025
License Type
tce
oQ Amount Paid
PROFESSIONAL SERVICES 110. 80
THIS LICENSE IS ONLY FOR THE BUSINESS AND TYPE SHOWN. IT IS FOR THE PERSON TO WHOM ISSUED AND IS NON- TRANSFERABLE. RENEWAL IS DUE ON OR BEFORE THE EXPIRATION DATE.
ORIGINAL
Contract 800651 QB between
San Diego County RegionalAirport Authority
and
KW Solutions Inc.
For
Business Applications Technical Support Services
TABLE OF CONTENTS
Page
1. DEFINITIONS - 3
2. TERM . . 4
3. SCOPE OF WORK 4
4. COMPENSATION 4
5. INVOICES 5
6. ACCOUNTING RECORDS 6
7. TIME IS OF THE ESSENCE 6.
8. ASSIGNMENT OR TRANSFERPROHIBITED 6
9. TERMINATION 7
10. PROPRIETARY INFORMATION& SSI INFORMATION OF AUTHORITY OR TSA 8
11. AUTHORITY OWNERSHIP OF SERVICES AND WORK PRODUCT 8
12. INDEPENDENT CONTRACTOR 8
1.3. SUBCONTRACTORS 8
1.4. INSURANCE REQUIREMENTS 9
15. INDEMNIFICATION 10
16. CONFORMANCE WITH,RULES AND REGULATIONS 11
17. PREVAILING WAGE 11
18.. BANKRUPTCY 11
19.. LICENSES AND. PERMITS 11
20. CONFLICT OF INTEREST 12
21. ENTIRE UNDERSTANDING 12
22. NON-DISCRIMINATION 12
23. PARTIAL INVALIDITY 12
24. NOTICES 12
25. INTERPRETATION 12
26. JOINT AND SEVERAL LIABILITY 13
27. WAIVER 13
28. COST OF LITIGATION AND/ OR ADMINISTRATIVE ACTIONS- ATTORNEY FEES: 13
29. AUTHORITY' S RIGHT TO CONTRACT WITH OTHERS 14
30. EFFECT OF DEBARMENT OF CONTRACTOR ON EXISTING CONTRACTS 14
31. PROHIBITION OF BENEFITS:. 14
32. FEDERAL AVIATION ADMINISTRATION REGULATIONS 14:
33. SIGNATURES• 18
EXHIBIT A- SCOPE OF WORK 19
SCHEDULE A- TASK AUTHORIZATION- SAMPLE. 25
EXHIBIT B- COMPENSATION& PAYMENT SCHEDULE 26
EXHIBIT C- INSURANCE REQUIREMENTS FOR CONTRACTOR 27
EXHIBIT D- CYBERSECURITY REQUIREMENTS 28:
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SAN DIEGO COUNTY REGIONAL AIRPORT AUTHORITY
Contractor Agreement
This Agreement is made by and between the SAN DIEGO COUNTY REGIONAL AIRPORT AUTHORITY, and IKW SOLUTIONS Inc., a Wyoming corporation. The Parties agree:
1. DEFINITIONS: As usedwithinthisAgreement, the followingtermsshall havethemeanings as set forth below:
Accounting Records: any and all • documents relating to invoices, costs, payment, settlement, or supporting documentation of Contractor relating to this Agreement.
Agreement this Service and Consulting Agreement including all exhibits and attachments and executed Task Authorizations.
Airport: the.San Diego international Airport.
Audit Period: the period of time from commencement of the Term of the Agreement to the third anniversaryof the Authority's final paymentunderthetermsof thisAgreement.
Authority:the San Diego.County RegionalAirportAuthority, a localgovernmentalentity of regionalgovernment, actingthroughits President/CEOfor purposesof this.Agreement.
Compensation:all monetaryconsiderationprovidedContractorpursuantto this Agreement includingfeesandReimbursableExpenses.
Contractor: iKW Solutions Inc., a Wyoming corporation, and any officers, directors; employees, agents, or volunteers of Contractor.
Design Professional: any. of the following professions:
Architectslicensedpursuant.to Chapter3 of Division3 of the Businessand: Professions Code, and a business entity offering architectural services in accordance withthat chapter;
LandscapeArchitectslicensedpursuantto Chapter35 of Division:3: of the Businessand Professions Code, and a business entity offering landscape architect services in accordance with that chapter;
Professional Engineers registered pursuant to Chapter 7 of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter; and
ProfessionalLand Surveyors licensed pursuant to Chapter 15 of Division 3 •of the Business: and Professions Code, . and a business entity offering professional land surveying services in accordance with that chapter.
DHS: the U. S. Department of Homeland Security.
Expenses: expenditures made by Contractor in the necessary and reasonable performance of this Agreement. Expenses include costs for travel, facilities, equipment, personnel, tools, and othermaterials. See "ReimbursableExpenses" below.
FAA_ the Federal Aviation Administration.
Non- design Professional: all professions other than Design Professionals as defined. above,
Parties: the: Authority and Contractor collectively.
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President/CEO: the President/CEO of San. Diego County RegionalAirport Authority or his/her designee..
Proprietary Information: all confidential, personal, proprietary and trade secret information and materials of the Authority, or of its Board, officers, employees, or of its suppliers, vendors or customers. Proprietary Information includes, without limitation, any:
a) information, ideas or materials of a technical or creative nature, such as designs and. specifications, computer source and object code, and other materials and concepts relating to the Authority' s intellectual property rights; ( b)' information, ideas or materials of a business nature, such as non-public financial information; information regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees and salaries; development plans; business and financial plans and forecasts; ( c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by Contractor in the course of Contractor's rendering of the Services to the. Authority, including, without limitation, records and any other materials pertaining to the Work Product, and ( d) information, ideas and opinions of a personal nature, such as the thoughts, impressions, personal histories and goals of Authority employees.
Reimbursable Expenses; those Expenses which are identified in " Exhibit B" to this Agreementas reimbursableby.the Authority.
Services: all actions, assistance, and deliverables described in " Exhibit. A" to this Agreement.
SSl Information: all documents, data, reports, drawings, specifications and other works, whether complete or incomplete, in oral, written, graphic or electronic form related to airport or airline security or contingency plans, security incident response plans, security directives, or any other such documentsor materialsprotectedby 49 CFR Part 1520,. et seq.
TSA: the Transportation Security Administration,;or any successor to the TSA.
Work Product: all documents, data, reports, drawings, specifications, and other works, includingcopies preparedby Contractorpursuantto this Agreement, whethercompleteor incomplete and whether in oral, written, graphic, or electronic form.
2. TERM: The term of this Agreement commences on March 16, 2020 and ends March 15, 2023 ( the " Term"), with an option for Two (2) one-year extensions, which may be exercised at the sole discretion of the President/ CEO.
3. SCOPE OF WORK: Subject to the terms and conditions set forth in this Agreement, Contractor shall provide the Authority with the Services set forth in " Exhibit A" entitled Scope of Work", which is attached to and incorporated in this Agreement.
4. COMPENSATION:
A. General: Authority shall pay Contractor for the Services provided in accordance with the terms set forth in " Exhibit B", entitled " Compensation and Payment Schedule"., which is attachedto and incorporatedin this.Agreement. Authorityshallmakegoodfaitheffortsto pay Contractor all undisputed amounts within thirty ( 30) days of Authority's approval of Contractor's invoice submitted in accordance with Section 5 of this Agreement. The payments specified in " ExhibitB" shall be the only compensationto which Contractor shall be entitledunderthis Agreement. Authorityhasno obligationto expendthe amount of moniesdesignatedas. MaximumAmount. Payableor to pay any amountin excess of the Maximum Amount Payable.
Gen Counsel 01- 30=18
3 B. No Guarantee of Compensation: Should this Agreement be an " on-call" agreement, Authority makes no guarantee to Contractor as to the amount of Contractor-provided Servicesthat will be requestedby the Authorityor the amountof compensationthat will be provided Contractor pursuant to this Agreement. Under no circumstances, shall Contractoror any of its subcontractorsbe entitledto or compensatedfor any direct or indirect loss arising from or relating to Authority' s failure to authorize performance of Services under this Agreement. Said direct and indirect loss includes, but is not limited to, loss of expected profits, business overhead, loss of productivity, and loss of opportunity to work an other projects.
C. Staff Assignments: Contractor agrees to assign only competent personnel to perform Services according to the reasonable and customary standards of training, and experience in the relevant field.. Where Services are provided on an hourly rate basis, Contractoragreesto use personnelWiththe lowest hourly rate to competentlyprovide Services. Failure to assign competent personnel will constitute grounds for immediate termination and/ or refusal to compensate Contractor for such Services.
D. Staff Continuity: Contractor will use its best efforts to ensure continuity of personnel assigned to perform Services. Contractor will obtain Authority' s prior approval before reassigning any full-time staff.
E. Expenses:: Unless expressly provided otherwise in " Exhibit B.", Contractor shall bear all expenses:required to perform Services pursuant to this Agreement.
5. INVOICES: Contractor shall submit monthly invoices, or at such other intervals as otherwise directed by Authority, describing the Services and Reimbursable Expenses for which payment is sought in accordance with Sections 3 and 4 of this Agreement. Invoices shall be in a form'acceptable to the Authority and include the following:
A. Documentation of Services:
1) Contractor shall submit monthly invoices that identify by name each person or persons who provided Services during the period covered by the invoice. Unless otherwise agreed to by the Authority, the invoice, below each person's name, will describewith specificityeach task the person performedand the date(s) that the person performedthe task. Followingthe descriptionof each task performed, the invoice will list( i) the amount of time by date that the person expended on the task, ( ii) the documents associated with the task that the individual prepared, ( iii) the. compensationrequestedfor the tasks providedby the person, and (iv) the basis of calculation of the compensation. Foreachidentifiedtask, theinvoicewill identifythe authorizedReimbursableExpensesincurredby the individualin performanceof each task, Identification ofReimbursable Expenses will include the documentation specified below.
2) Contractor shall provide written notice to the Authority when the total compensation expended under the Agreement reaches 75% of the total compensation allowed. If requestedin writingby the Authority, eachinvoiceshall state the total compensation andexpensefor eachtaskbilkedas ofthe dateofthe:statementand providea running total of all compensation and expenses invoiced from the beginning of the Agreement year inwhichContractorbeganprovidingServicesto the dateof the currentinvoice.
B. Documentation of Reimbursable Expenses:
1) Reimbursable Expenses, if any, for which Contractor may request reimbursement are set forth specifically in "Exhibit B".
Gen Counsel 01- 30- 18
2) Reimbursable Expenses under$ 25.00: Contractor shall attempt in good faith to attach to each invoiceall necessarydocumentationand receiptsto supportexpensesunder
25. 00.
3) Reimbursable Expenses over $ 25. 00: Contractor shall attach to each invoice, detailed,. itemized receipts to support expenses over $ 25. 00, in no event will the Authority reimburse Contractor for expenses over $ 25.00 that are not supported by necessary written detailed documentation with itemized receipts.
C. Declaration To Accompany Each Invoice: invoices submitted shall contain the following signed certification at the end of the billing statement:
I hereby certify under penalty of perjury that the above bill is just and correct according to the terms of the Agreement between Contractor and the.Authority and that payment has not been received.
By:
D. Invoice Address: Unlessotherwiseagreedby the Parties, all invoicesshall be sent to the Authority at the address specified below:
San Diego County Regional Airport Authority
Accounts Payable
P.O. Box 82776
San. Diego CA 92138- 2776.
6. ACCOUNTING RECORDS: During the Audit Period, the Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide.the.Authority or any other authorized government entity, including but not limited to the FAA and the Comptroller General of the United States or any of their duly authorized representatives, access to any books, documents, papers and records of the Contractor which are pertinent to this Agreement for the purpose of making audit examination, excerpts and transcriptions. The Authority or any other authorized government entity, including but not limited to the FAA and the Comptroller General of the United States or any of their duly authorized representatives, mayauditContractor's AccountingRecords. Suchaudit(s) shallbe conductedat reasonable times. Contractorshall maintainall AccountingRecordsfor the entire length of the Audit Period, and shall fully cooperate with any such audit( s). Contractor shall maintain all records within the County of San Diego. If Contractor fails to maintain all records within the County of San Diego, Contractor agrees to reimburse Authority for reasonable expenses involved in traveling to the records storage site. Except as provided in this section, the cost of an audit shall be borne by the Authority. However, if the audit revealsa discrepancyof more than two percent ( 2%) between the Compensation requested by Contractor in accordance with this Agreementand the compensationdeterminedby the audit, Contractorshall pay the costofthe auditas reasonablydeterminedby theAuthority.
7. TIME IS OF THE ESSENCE: Time is of the essence in this Agreement. If Contractor fails to. competentlyperform Services within the time periods specified in " Exhibit A", or, if no time periods are specified, within a reasonable time period, Authority may terminate this Agreementpursuantto theterms ofthis Agreement.
8. ASSIGNMENT OR TRANSFER PROHIBITED: This Agreement is a personal services agreementbetweenthe Parties. Contractormaynot in any manner, by operationof law or otherwise, assign, hypothecate, encumber or transfer this Agreement or any of the rights, duties or obligations under this Agreement, in whole or in part, without the express, prior written consent of the Authority. Any attemptedor purported assignment of any right or obligation pursuant to this Agreement, without such consent, shall be voidable at the sole. discretionofAuthorityandgroundsfor terminationpursuantto theterms of this.Agreement.
Gen Counsel 01- 30- 18
9. TERMINATION:
A. If the President/CEO, in his/her sole discretion, becomes dissatisfied with Contractor's performanceunderthisAgreement, thePresident/CEOmayterminatethisAgreementby giving written noticeto Contractor. Such terminationshall be effective immediatelyon deliveryof suchnoticeto Contractor.
B. Any violation or breach of the terms of this Agreement by the Contractor or its subcontractors may result in the suspension or termination of this Agreement or such otheractionthat maybe necessaryto enforcethe rightsofthe partiesto this Agreement.
The Authority will provide Contractorwritten .notice that describes the nature of the breach and corrective actions the Contractors must undertake in order to avoid terminationof the Agreement. The Authorityreservesthe rightto withholdpaymentsto the Contractor until such time the Contractor corrects the breach or the Authority elects to terminatetheAgreementpursuantto sectionC below. TheAuthority's noticewill identify a specific date by which the Contractor must correct the breach. The Authority may proceedwithterminationoftheAgreementiiftheContractorfailsto correctthebreachby the deadline indicated in the Authority's notice.
C. In addition to any other rights and remedies allowed by law and this Agreement, either party may terminate this Agreement with or without cause by giving thirty (30) days prior written notice.. Such termination shall be effective on the date specified in the written notice.
D. Contractorshall cease performingServices on the effective date of terminationand Contractor shall have no further rights under this Agreement except as expressly providedherein. TheAuthorityshallhaveall rightsandremediesprovided.by law.
E. Upon termination of this Agreement, Contractor may be compensated in accordance with.
Exhibit B" only for Services actually performed and accepted by Authority. Contractor shallnotbeentitledto anycompensationfor contractualdamages, including, butnot limited to expected lost profits, office overhead, loss of productivity, lost opportunity to work on otherprojectsor any otherconsequentialor incidentaldamagesarisingfromthe termination of this Agreement.
F. If the terminationis due to. the failure of the Contractorto fulfill the obligations, the Authoritymaytakeovertheworkandprosecutethe sameto completionbycontractor otherwise. In such case, the Contractor shall be liable to the Authority for any additional cost occasionedto the Authoritythereby. If, after noticeof terminationfor failureto fulfill. theobligationsinthisAgreement, it isdeterminedthattheContractorhadnotsofailed, the termination shall be deemed to have been effected for the convenience of the Authority. In such event, compensation to the Contractor shall be determined in accordance with subsection E, above
G. UponterminationofthisAgreement, contractorshalldeliverimmediatelyto theAuthority all propertybelongingto the Authority, whethergivento Contractorby theAuthorityor preparedbyContractorinthecourseof renderingtheServices, including, butnotlimited to, all Work Productthen in';progress, includingall materialin Contractor's possession that containsProprietaryInformationor :SSi Informationand any copiesthereof, whether preparedby Contractoror others. Followingtermination, Contractorshallnotretainany written or other tangible (including machine-readable) material containing any Proprietary Information or SSI information.
H. The duties and obligations imposed: by the terms and conditions of the Agreement and the rights and remedies available thereunder are in addition to, and not limitation: of, any duties, obligations, rightsandremediesotherwiseimposedor availableby law.
Gen Counsei 01- 30- 18
10. PROPRIETARY INFORMATION & SSI INFORMATION OF AUTHORITY OR TSA A. General: Contractor's Services may involve access to and creation of Proprietary Information or SSI Information.
B. Restrictions on Use and Disclosure: During the Term of this Agreement and thereafter, Contractor shall: ( a) hold and use Proprietary Information or SSI Information in strict confidenceand solelyfor the benefitof Authorityand not for the benefit of Contractoror any third party, ( b) not copy or use any Proprietary Information, except as necessary to perform Services; and ( c) not disclose or otherwise make available any Proprietary Informationor SSI Informationto any third party unlessfirst authorizedin writing by the Authority.
C. Restrictions on References to Authority: Contractorshall not representin any way that Authorityendorsesor supportsContractoror Contractor's activitieswithoutthe prior writtenconsentof Authority. Contractoris prohibited .frommakinganyrepresentations regarding; the relationship between Contractorand Authority without the prior written consent of Authority. Contractor shall not make any representations about Authority of usethe Authority's nameor the nameof anyof its BoardMembers, employees, or agents in documentsor material generatedby Contractorwithout the Authority's prior written consent.
D. Indemnity: Contractorshall hold harmlessand indemnifyAuthorityfor the paymentof any civil penalties assessed Authority by the TSA or OHS because of Contractor's. unauthorized release or divulging of any SSI Information.
11. AUTHORITYOWNERSHIPOF SERVICESAND WORKPRODUCT: Authorityshallown all Services, including-, but not limitedto Work Product, preparedpursuantto this Agreement; Ownershipincludesall rights attendantto ownership, includingrights of copyright, patent, and intellectual property rights. Contractor, at its own cost and expense, shall deliver all Work Product to Authority when requested by Authority. With prior written consent of Authority, Contractor may retain limited copies of Work Product, but only for purposes expressly authorized in Authority's consent. Work. Product; including copies retained by Contractor, may not be shown to any other public or private person or entity unless expressly authorized in writing by Authority.
12. INDEPENDENT CONTRACTOR: Contractor is an independent contractor in the performance of this Agreement and shall act in an independent capacity and not as an officer or employee of the Authority: Contractor shall have no authority to act as an agent on behalfof theAuthorityunlessspecificallyauthorizedto do so in writing. Authorityshall have no liability for Contractor's actions and performanceand assumes no responsibilityfor taxes, bonds, payments, or othercommitments, impliedor express, that maybe madeby or for Contractor. Contractor shall purchase all bonds and pay all taxes required for the performance of Services. Nothing contained in this Agreement shall be construed as creating a partnership or joint venture between Contractor and Authority or between Contractorand an.y otherentity or partyor causeAuthorityto be responsiblein anyway for the debtsor obligationsof Contractoror any otherpartyor entity.
13. SUBCONTRACTORS: Contractor agrees that all of its subcontractors shall be subject to the prior written approval by the Authority. Contractor shall remain responsibleto the Authority for any and all Services and obligations required under this Agreement, whether performed by Contractor or its subcontractor( s). Any subcontractor( s) employed by Contractorshall be independentcontractorsand not agents of the Authority. Contractor shall ensure its subcontracts and other agreements made pursuant to this Agreement with subcontractor(s) includeall applicablerequirementsset forth by this Agreement, including,
Gen Counsel 01- 30- 18
but not limited to, sections entitled: " Insurance Requirements",. " Indemnification", and Conformance with Rules and Regulations".
14. INSURANCE. REQUIREMENTS:
A. Contractorshall procure, at. its expense, and keep in full force and effect at all times during the Term of this Agreement, the types and amounts of insurance specified in Exhibit C", entitled " Insurance Requirements for Contractor", which is attached hereto and incorporated by reference herein. The specified insurance shall include and insure Authority, its Board and all its officers, employees, and agents, their successors and assigns, as additionalinsureds, againstthe areasof riskassociatedwith the Servicesas described in " Exhibit A' with respect to Contractor' s acts or omissions in the performance of this Agreement, its operations, use, and occupancy of the Airport, and other related functionsperformedby or onbehalfof Contractorin, onor aboutAirport.
B.: Each specified insurance policy (other than Worker's Compensationand Employers' Liabilityandfire and extendedcoverages) shall,containa Severabilityof Interest (Cross Liability) clause which states, " It is agreed that the insurance afforded by this policy shall applyseparatelyto each insuredagainstwhoma claimis madeor suit is broughtexcept with respect to the limits of the company' s liability," and a Contractual Endorsement which shall state, " Such insurance as is affordedby this policy shallalsoapplytoliability assumedby the insuredunderinsured's Agreementwiththe Authority?' C. AUsuch insurance shall be primary and non-contributing with any other insurance held by Authority where liability arises out of or results from the acts or omissions of Contractor, its agents, employees, officers, assigns, or any personor entityactingfor or on behalfof Contractor. Such policies may provide for reasonable deductibles and/or retentions acceptable to the President/CEO based upon the nature of Contractor's operations and the type of insurance involved.
D. Authority shall have no liability for any premiums charged for such coverage( s), The inclusion of Authority, its Board and all its officers, employees, and agents, their successors and assigns, as insureds is"not intended to, and shall not, make them, or any of them, a partnerorjoint venturer.with Contractorin Contractor's operationsat Airportor in the performanceof this Agreement. In the event Contractorfails to furnish Authority with evidence of insurance and maintain the insurance as required, Authority upon ten 10) days priorwritten noticeto comply, may, but shall not be requiredto, procuresuch insurance at the cost and expense of Contractor, and Contractor agrees to promptly reimburse Authority for the cost thereof plus fifteen ( 15%) percent for administrative overhead. Payment shall be made within thirty (30) days of invoice date.
E. At leastten (10) days prior to the expirationdate of the above policies, documentation showingthatthe insurancecoveragehasbeenrenewedor extendedshallbefiledwith Authority. If such coverage is canceled or reduced, Contractor shall, within fifteen ( 15) days of such cancellation or reduction of coverage, file with Authority evidence that the required insurance has been reinstated or provided through another insurance company or companies.
F. Contractorshall provide proof of all required insurance and related requirementsto Authority either by production of the actual insurance policy( ies); or a Certificate of Insurance in a form acceptable to the Authority, or a broker's letter acceptable to the President/CEO in both form and content in the case of foreign insurance syndicates, or other written evidence of insurance acceptable to the President/ CEO. The documents evidencing all required coverages shall be filed with Authority prior to Contractor performing Services or occupying the Airport. The documents shall contain ( i) the
Gen Counsel 01- 30- 18
applicable policy number, ( ii) the inclusive dates of policy coverages, ( iii) the insurance carrier' s name, address and telephone number, ( iv) shall bear an original signature of an authorized representative of said carrier, and (v) shall provide that such insurance shall not be subject to cancellation, reduction in coverage, or nonrenewal except after written notice by certified mail, return receipt requested, to the Authority at least thirty( 30) days. prior to the effective date thereof, Authority reserves the right to have submitted to it, uponrequest, all pertinentinformationabouttheagent, broker, and carrierprovidingsuch insurance.
G. Authority and Contractor agree that the insurance policy limits specified herein shall be reviewed for adequacy annually throughout the Term of this Agreement by the President/ CEO who may, thereafter, require Contractor, on thirty ( 30) days prior written. notice, to adjust the amounts of insurance coverage to whatever reasonable amount said President/ CEO deems to be adequate.
H. All insurance policies required herein shall have a minimum Best financial rating of A minus 7.
I. Submission of insurance from a non- California admitted carrier is subject to the provisions of California Insurance Code §§ 1760 through 1780, and any other regulations and/or directives from the State Department of Insurance or other regulatory board or agency. Contractor. agrees, except where exempted, to provide Authority proof of said insurance by and through a surplus line broker licensed by the State of California at the address specified below:
San Diego County Regional Airport Authority
Risk Management Department
P. O. Box 82776
San Diego, CA 92138-2776
15. INDEMNIFICATION:
A. Non- Design. Professionals: In addition to. the provisions of the preceding section entitled" Insurance Requirements", Contractor shall indemnify, hold harmless and defend the Authority, its Board, officers, directors, employees, agents and volunteers from and againstall claims, damages, lossesand expenses, includingreasonableattorneys' fees and court costs, arising out of, pertainingto, or relating to the performanceof the Services described herein, caused byyany act or omission of Contractor and/ or any of its. subcontractors, employees, agents, officers and directors, except where caused by the sole negligence or willful misconduct of the Authority.
B. Design Professionals: Notwithstandingthe provisions of the above,. the following provisionshall applyto.Contractorsthatare DesignProfessionalswhen providing "design professional services" ( as that term is defined under Civil Code section 2782. 8) to the Authority: In addition to the requirements of th.e section entitled " Insurance Requirements", to the fullest extent permitted by law, Contractor shall defend ( with counsel of the Authority' s choosing), indemnifyand holdthe Authority, its Board, officers, directors, employees, agents, andvolunteers, free and harmlessfromany and all claims, demands, causesof action, costs, expenses, liability, loss, damageor injuryof any-kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor' s Services, the project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney' s fees and other related costs and expenses. Contractor' s obligation to
Gen Counsel 01- 30- 18
i
indemnifyshallnot be restrictedto insuranceproceeds, if anyreceivedby Contractor, the Authority, its officials, officers, employees, agents, or volunteers..To the extentrequired byCivilCodesection2782.8, whichisfullyincorporatedherein, Contractor's obligations underthe aboveindemnityshallbelimitedto claimsthat ariseout of, pertainto, or relate to the negligence, recklessness, or willful misconduct of the Contractor, but shall not otherwise be reduced. If Contractor' s obligations to defend, indemnify, and/ or hold harmless arise out of Contractor' s performance of " design professional services" ( as defined under Civil Code section 2782. 8), then upon Contractor obtaining a final adjudicationthat liabilityundera claimis causedby the comparativeactivenegligenceor willful misconduct of the Authority, Contractor's obligations shall be reduced in proportion to the established comparative liability of the Authority and shall not exceed the Contractor's proportionatepercentageof fault.
16. CONFORMANCE WITH RULES AND REGULATIONS:.
A. Contractor agrees to abide by any and all:
1) Applicable rules, regulations, resolutions, policies, codes, orders and restrictions which are now in force or which may be hereafter adopted by the .Authority with respect to the operation of the Airport;
2) Orders, directives, or conditions issued, given or imposed by the President/CEO with, respect to the use: and operation of the Airport; and
3) Applicable laws, ordinances, statutes, rules, regulations, or orders of any federal, state, county, municipal or other governmental entity, exercising jurisdiction over the Airport.
B. Contractor acknowledges that it has reviewed and accepts the SDIA Security Instructions postedonthe Authority's websiteat www:san.orq, If TSAimposesa fine or penaltyon the Authorityfor Contractor's non-compliancewithfederallawsand or TSA rulesand regulations, then Contractor shall reimburse and indemnify the Authority for the entire amount of the fine or penalty.
17. PREVAILING WAGE: State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including, but not limited to §§ 1720, 1720. 2, 1720. 3, 1720. 4 and 1771. Contractoris solelyresponsibleto determineif stateprevailingwage ratesapplyand, if applicable, paysuchratesin accordancewith all laws, ordinances, rules, andregulations.
18. BANKRUPTCY: In the event Contractor commences a proceeding under the Federal BankruptcyAct or is adjudicatedbankrupt or insolvent, or :a judicial sale is made of.
Contractor's interest under this Agreement, this. Agreementshall .at the option of the Authority immediatelyterminateand all 'rights of Contractorhereundershall immediately ceaseand terminate. If duringthe Term of this Agreement, Contractorfiles for bankruptcy protection, it covenantsand agrees to serve the Authority with a copy of the court filing documents within five ( 5) days thereafter.
19. LICENSESAND PERMITS: Contractorshall possessall licenses, permits, qualifications, and approvals of whatever nature legally required for Contractor to perform the Services under this Agreement. Contractor represents and warrants that it, at its sole cost and expense, shallkeepin effectat all timesduringthe. Termof this Agreementanyand all licenses, permits, and approvalsthat are requiredfor Contractorto practiceits profession. and/or perform the Services.
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20. CONFLICT OF INTEREST: Contractor is not now a party to, and during the Term of this Agreement shall not enter into, any contract or agreement that will create a conflict of interest with its duties to the Authority under this Agreement.
21. ENTIRE. UNDERSTANDING: This Agreement contains the entire agreement of the Parties and supersedes all: prior negotiations, discussions, obligations, and rights of the Parties. regarding this Agreement. Contractor acknowledges that there is no other Written or oral understanding between the Parties. No- modification, amendment, or alteration of this Agreement shall be valid or enforceable against the Authority unless it is in writing, properly approved and executed by all Parties.
22. NON- DISCRIMINATION: Contractor agrees at all times to fully comply with al.l laws prohibitingdiscriminationagainstany person: or class of personsby reasonof race, color,. gender, religious creed, sex ( including pregnancy or child birth), age, national origin, ancestry, sexual orientation, physical or mental disability, medical condition including genetic characteristics, veteran status, marital status, family care status, or any other considerations made unlawful by federal, state or local law in performance of this Agreement. If the use provided for in this Agreement allows Contractor to offer accommodations -or services to the public, such accommodations, or services shall be offered on fair and reasonable terms.
23. PARTIAL INVALIDITY: if any term, covenant, condition, or provision of this Agreement is heldby a courtof competentjurisdictionto be invalid, void, or unenforceable, the remainder shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.
24. NOTICES:
A. Notice: Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personaldelivery on- the date that personal deliveryis accomplished; ( b) by overnight courier upon the date of signature verificationof receipt; or (c)by certified or registeredmail, return receipt requested, upon signature verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing:
If to the Authority: President/ CEO
San Diego County Regional.Airport Authority
P. O. Box 82776
San Diego, California 92138- 2776
If to Contractor: iKW Solutions Inc..
Attn: Matthew Aarsvold
668.North Coast Highway, Suite 516
Laguna Beach, CA 92651
B. Effectiveness: Contractor agrees that Notice from the President/CEO shall be effective as to the. Contractor as ifitwereexecutedbytheBoardorbyResolutionoftheBoard.
25. INTERPRETATION:
A. Section Headings; Section headings in this Agreement are for the convenience and referenceof the Parties, anddo notdefineor limitthe scopeof any sectionor provision.
B. Fair Meaning: The language of this.Agreement shall be construed according to its fair meaning, and notstrictlyfor or againsteitherParty.
C. Two Constructions: If any provision in this Agreement is capable of two constructions, one of which would render the provisionvoid and the other of which. would renderthe. provision valid, then the provision shall have the meaning which renders it valid.
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1 D. Governing Law: This Agreementandall of its terms and conditionsshall be construed, interpretedandappliedin accordancewith, governedby, and enforcedunderthe lawsof the State of California.
E. Venue: Notwithstanding applicable provision of 28 U. S. C. § 1391 or of California Code of Civil. Procedure § 394, the Partiesagree that the venue in all mattersarisingout of this Agreement..shallbetheSuperiorCourtofCalifornia, CountyofSanDiego.
F. Gender: The use of any gender shall include all genders, and the use of any number shall be construed as the singular or the plural, all as the context may require..
G. Integrated Agreement: The Parties agree that this Agreement and any' documents to which it refers contain the whole agreement between the Parties relating to the terms and conditionsby whichContractoris to provideServices. The Partiesfurtheragreethat this.
Agreementsupersedesall previousunderstandingsand agreementsbetweenthe Parties regardingsuchtermsandconditions. Eachpartyto this.Agreementacknowledgesthat; in agreeing to enter into this Agreement, it has not relied on: any representation, warranty, collateral contract or other assurance that is not set out in this Agreement or in any documents to which it refers, that was made before the execution of this Agreement.
Eachpartywaivesallrightsandremedieswhich, butforthisprovision, mightotherwise be availableto it in respectto any such representation, warranty, collateralcontractor other assurance. However, nothingin this provisionshall limit or excludeany liabilityfor willful misconduct or fraud. The Parties further agree that no alteration or variation of the termsof thisAgreementshallbe validunlessmadein writing.andsignedby theParties.
H. Other Agreements Not Affected.. Exceptas specificallystated. herein, this Agreement and its terms, conditions, provisionsand covenantsshall not in anyway change, amend,:
modify, alter, enlarge, impair or prejudice any of the rights, privileges, duties or obligations of either of the Parties under or by reason of any other agreement between the Parties.
26. JOINT AND SEVERAL LIABILITY: If Contractor is a limited liability company {" LLC"), partnership, orjointventureor is an entitycomprisedof morethanonepartyor entity,:'the obligationimposedon. Contractorunderthis Agreementshallbejoint andseveral, and each member, generalpartner, joint venturer, party or entity of Contractorshall be jointly and severallyliablefor all obligations.
27. WAIVER: Waiverby eitherpartyof any breachby the otherpartyof any oneor moreof the terms or" conditions of this Agreement shall not be construed to be a waiver of any subsequentor other breachof the same or any otherterm or conditionof this Agreement.
Failure on the part of either party to require full and complete compliance by the other party with anyof the termsor conditionsof this Agreementshallnot beconstruedas changingthe terms or conditions or preventing full enforcement of other provisions to this.Agreement.
28. COST OF LITIGATION AND/ OR ADMINISTRATIVE ACTIONS - ATTORNEY FEES: If any action, whether an action in litigation or an administrative action, is brought by a party to this Agreement and arises out of or is traceable to any rights, privileges, or obligations, bestowedby this Agreement, includingbut not limitedto breach of any provisionof this.
Agreement, the Partiesagree that the prevailingparty shall be entitled to and the non prevailingparty shall he bound to pay all reasonablyincurredcosts associatedwith the action. The Parties agree that :all reasonablyincurred costs associatedwith the action include, but are not limited to attorney fees, costs of legal research: incurred in preparing documentsfiled with the court or administrativebody, expert witness fees,, and exhibits usedin presentingthe prevailingparty's caseto the court,jury o.r administrativebody.
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29. AUTHORITY' S RIGHT TO CONTRACT WITH OTHERS: The rights granted by the Authorityunderthis Agreement.are not exclusive, and Authorityreservesthe right to enter into other agreements covering the same or similar Services that are described in the Agreement.
30. EFFECT OF DEBARMENT OF CONTRACTOR ON EXISTING CONTRACTS: For the entire Term of this Agreement, Authority reserves the right to immediately terminate this Agreement in the event that Contractor or any subcontractor is debarred from contracting or providing services by the Authority, the federal government, or by any other California. governmentalentity..
31. PROHIBITION OF BENEFITS:. Contractor is familiar with the Authority's prohibition against receipt of benefits by Authority personnel as set forth in Authority Code § 2. 10: The Authority' s Code is posted on the Authority website at www. san. orq: Contractor agrees not to offer any Authority personnel any benefit prohibited by said Code. The offer or giving of any benefit prohibited by the Authority Code shall constitute a material breach of this Agreementby Contractor. In additionto any otherremediesthe Authoritymay have in law or equity,AuthoritymayterminatethisAgreementfor breachas providedherein..
32. FEDERAL AVIATIONADMINISTRATIONREGULATIONS: Duringthe performanceof this Agreement, the Contractor, for itself, its assignees, successors in interest and subcontractors (hereinafter referred to as the" Contractor") agrees as follows:
A. CIVIL RIGHTS— GENERAL ( 49 U. S. C. § 471. 23).
1) Contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgatedto ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. 2) This provisionbinds the Contractorand any subcontractorfrom the bid solicitation period through the completion of the contract. This provision is in addition to that required of the Title VI of the Civil Rights Act of 1964.
B. CIVIL RIGHTS— TITLE VI.
1) Title VI Solicitation Notice. The Authority, in accordancewith the provisionsof Title VI. of the Civil Rights Act of 1964 ( 78 Stat. 252, 42 U.S. C. §§ 2000d to 2000d- 4) and the Regulations, hereby notifies all bidders or offerors that it,will affirmatively ensure that for any contract entered into pursuant to this advertisement, airport concession disadvantagedbusinessenterpriseswillbe affordedfullandfairopportunityto submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. 2) Title VI Clausesfor Compliancewith NondiscriminationRequirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest( hereinafter referred to as the" Contractor") agrees as follows:
a) Compliance with Regulations: The Contractor ( hereinafter- includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination. Statutes and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. b) Non-discrimination: TheContractor, withregardto theworkperformedbyit during, the contract, will notdiscriminateon the groundsof race, color, or nationalorigin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractorwill not participatedirectlyor
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indirectly in the discriminationprohibited by the NondiscriminationActs and Authorities, including employment practices when the contract covers any activity, project, or programset forth in AppendixB of 49 CFRpart21.. c) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, eitherby competitivebidding, or negotiationmade by the Contractor for work to be performed under a subcontract, including procurementsof materials, or leasesof equipment, eachpotentialsubcontractor or supplier will be notified by the Contractor of the Contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.
d). Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information,, and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with. such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the-information, the Contractor will so certify to the Authority or the Federal Aviation.Administration, as appropriate, and will set forth what efforts it has made to obtain the information.
e) Sanctions for Noncompliance: In the event of a contractor' s noncompliance with the Non-discrimination provisions of this contract, the Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:
i) Withholding payments to the Contractor under the contract until the Contractor complies; and/ or
2). Cancelling, terminating, orsuspendinga contract, inwholeor in part. f Incorporation of Provisions: The Contractor will include the provisions of paragraphs a) through f) in every subcontract, including procurements of materialsandleasesofequipment, unlessexemptbytheActs, theRegulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontractor procurementas the Authority or the Federal Aviation Administration may direct as ' a means of enforcing such provisions includingsanctionsfor noncompliance. Provided, that if the Contractorbecomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the Authority to enter into any litigation to protect the interests of the Authority. In addition, the Contractor may request the. United States to enter into the litigation to protect the interests of the United States.
3) Title VI List . of Pertinent Nondiscrimination Acts and Authorities. During the performanceofthiscontract, theContractor, foritself, its assignees, andsuccessors in interest ( hereinafter referred to as the " Contractor") agrees to comply with the followingnon-discriminationstatutesandauthorities, includingbut not limitedto:
a) Title VI: of the Civil Rights Act of 1964 ( 42 U. S. C. § 2000d et seq., 78 stat. 252), prohibitsdiscriminationonthe basisof race, color, nationalorigin);
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b) 49 CFR Part 21 ( Non-discrimination In Federally-Assisted Programs of The Department of Transportation— Effectuation of Title VI of The Civil Rights Act of 1964);
c) The UniformRelocationAssistanceand Real PropertyAcquisitionPoliciesAct of 1970 •( 42 U. S. C.. § 4601) ( prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
d) Section ; 504 of thea Rehabilitation Act of 1973 ( 29 U. S.C. § 794 e t seq., as amended) ( prohibitsdiscriminationonthe basisof disabilityand49 CFRPart27); e) The Age Discrimination Act of 1975, as amended ( 42 U. S. C. § 6101 et seq.) prohibits discrimination on the basis of age);
f) Airport and Airway Improvement Act of 1982 ( 49 U. S. C. § 471, Section 47123, as amended) ( prohibits discrimination based on race, creed, color, national origin, or sex);
g) The Civil Rights Restoration Act of 1987 ( PL 100- 209) ( broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and § 504 of the. Rehabilitation Act ' of 1973, by expanding the definition of the terms "programs or activities to include all of the programs or activities of the Federal- aid recipients, sub- recipients and contractors,whethersuch programsor activitiesare Federallyfundedor not); h) Titles II and Ill of the Americanswith DisabilitiesAct of 1990, which prohibits discriminationon the basis of disabilityin the operationof publicentities, public and private transportation systems, places of public accommodation, and certain testing entities ( 42 USC §§ 12131- 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
i) The Federal Aviation Administration' s Non- discrimination statute ( 49 U.S.C. § 47123) ( prohibits discrimination on the basis of race, color, national origin, and sex);
j) Executive Order 12898, Federal Actions to Address EnvironmentalJustice in Minority Populations and Low- Income Populations, which ensures non- discriminationagainst minority populationsby discouragingprograms, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; k) Executive Order 13166, Improving Access ; to. Services for Persons with Limited EnglishProficiency, and resultingagencyguidance, nationalorigindiscrimination includes discrimination because of limited English proficiency (" LEP"). [ To ensure compliancewith Title VI, Contractormust take reasonablesteps to ensure that LEP persons have meaningful access to your programs.] ( 70 Fed. Reg. at 74087 to 74100).; and
I) Title IX of the EducationAmendmentsof 1972, as amended, whichprohibitsyou from discriminating because of sex in education programs' or activities( 20 U.S.C. 1681.,etseq.).
C. FEDERAL FAIR LABOR STANDARDS ACT. All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal. Fair Labor Standards Act(" FLSA"), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor
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standards for full and part time workers. The Contractor has full responsibility to monitor compliance to the referenced statutes or regulation. The Contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor Wage and Hour Division..
D. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1976. All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text; The Contractor must provide a work environment that is free from recognized hazards that ma.y cause deathor seriousphysicalharm to the. employee. The Contractorretainsfull responsibilityto monitorits complianceand their subcontractor's compliancewith the applicable requirements of the Occupational Safety Health Act of 1970 (29 CFR Part 1910). TheContractormustaddressanyclaimsordisputesthatpertainto-areferenced requirementdirectlywith the U.S. Departmentof Labor-OccupationalSafetyand Health Administration.
E. SUBORDINATION: This Agreement shall be subordinate to the provisions and requirementsof any existingor future:agreementbetweenthe Authorityandthe United States, relative to the development, operation, or maintenance of the Airport.
F. NO INTERFERENCE: Contractor agrees for itself, its successors and assigns that it will. not makeuseof Authoritypremisesin. any mannerwhichmightinterferewith the landing and, taking off of aircraft or otherwiseconstitutea hazard. In th.e event the aforesaid covenant is breached, the Authority reserves the right to cause the abatement of such interference at the expense of Contractor.
G. EXCLUSIVE RIGHTS: It is understood and agreed that nothing herein contained shall. be construedto grantor authorizethe grantingof an exclusiverightwithinthe meaning of § 308a of the Federal Aviation Act of 1958 ( 49 U; S C. § 40103; P.L. 103- 272; 108 STAT. 1102, and as it may be amended in the future).
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33. SIGNATURES:
A. Signature of Parties: It is an express condition of this Agreement that it shall not be completeor effectiveuntilsignedby Authorityandby Contractor.
B. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
SAN DIEGO COUNTY REGIONAL AIRPORT
AUTHORITY
APPROVED AS TO FORM
igna ure
Gen4PSIMMEtts4TO FORM Kimberly J. Becker
Name
Date:
MAR19 2020 President/ CEO
Attorney, esory1. atsey Title
OfficecfCenralCounsel.SDCRAA
Date G. 2 `c ` oC
CONTRACTOR: 1KW Solutions Inc.
SIGNATURE: g„,,,( )74 ' .
NAME::
c-
P ( 144
TITLE: r
DATE: / A0 CJu
1 By my signature above, I, hereby certify under penalty of perjury under the laws of the Stateof California,that.I aman officeror employeeof the organizationwithauthorityto bind and ; obligate the organization.
If your corporation has a,seal, please affix below:
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EXHIBIT. A— SCOPE OF WORK,
A- 1. Purpose: The Authority is entering into this Agreement to obtain Services needed to. provideon-calltechnicalsupportservices. TheAuthorityhasenteredintoagreements:with four( 4) Contractors to provide the described Services:
A- 2. Task Authorization Process and Content:
A. Process: When.a work task is identified,Authoritywill issuea Task OrderRequestfor Proposal. The Task Order Request for Proposal will incllude: ( 1) a description of the Scope of Work to be performed; ( 2) specifications; ( 3) plans; ( 4) proposed form of pricing ( i. e., hourly or lump sum); ( 5) a statement. indicatingthat all terms and conditions in this Agreement shall be incorporated into each Task Order; ( 6) any other necessary contractual provisions, and may optionally include, ( 7) bonding requirements:
Within three (3) working days: of issuanceof the Task. Order Requestfor Proposal, unless an alternative time is otherwise indicated in the Task Order Request for Proposal, Contractor shall submit its responding proposal to the:Authority in the form of a Task Order Proposal. Contractor's Task Order Proposal shall include, but not be limited. to: a. listing of deliverables to be provided, a proposed milestone schedule, subcontractors to be utilized ( if applicable), and a proposed price in the form to be specified by the Authority.
The Parties understand and agree that the nature of the Airport' s: operations may compelthe Authorityto givegreaterweighttotimelinessof projectcompletionin the decision to award a particular project. If timeliness in the project's start and finish are equal amongst the Contractor' s Task Order Proposal' s, cost shall be the deciding. factor. The: Contractor with the best overall bid, asdeterminedbytheAuthority, willbe awarded 'the project and issued a Task Authorizationto perform the Service.. The.
Authority may either accept the proposal or negotiate the elements thereof, as appropriate, to establish a clear, mutual agreement of the work to be performed,:
deliverablesto be provided, scheduleof performance, subcontractorsto be utilized, terms of payment, and other requirements.. Before commencingany work a formal Task Authorization must be executed by the parties. No work shall be authorized nor shallany paymentbe madewithoutan Authority-issuedTaskAuthorization. Thework described and included in a Task Authorization shall be referred to herein as "Work".
A sample Task Authorization is attached as " Schedule A".
B. Content: Thee TaskAuthorizationissuedby the Authorityshall set forth the following agreed to particulars: 1.) Scope of Work and applicable technical specifications and drawings;. 2.) Performance Period; 3.) Price and terms of payment;' 4.) Insurance coverage requirements; 5.) Subcontractor information if applicable; 6.) Bonding requirements and 7) Such other information as may be necessary to perform the Work. The. Contractor shall sign the Task Authorization. Contractor' s signature shall constitute Contractor's acceptanceof all of the terms and'. conditionsofofthe Task Authorization, this Agreement and any amendments thereto ( collectively, the Contract Documents").
C. Amount:. Task Authorizations will be issued with a maximum project value of 100, 000.
A- 3. Scope of Contractor' s Responsibilities, Contractor- Provided Services, and Contractor- Provided Deliverables: At the direction of the Authority, Contractor shall provide the following, but not be limited to, Services:
A. Specified Services:
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1. TechnicalSupportServicesfor thefollowingsystems:
a. Oracle JD Edwards EnterpriseOne Version 9, 2. x: (" E1"), integration tools/applications( Magic.xpi, Bottom-line.Transform, Morpheus v3.5, etc.); b. Web Content Management Systems, DNN ( formerly DotNetNuke (" DNN")) and Word Press;
c. Enterprise Business Intelligence Platforms; and.
d. PMWeb v6 Construction Program Management Software.
Technical support services shall include, but not limited to, system analysis, upgrades, modifications, new development, documentation, troubleshooting, report building, on-site and off-site training, best practicesrecommendationsand. implementation.
In addition to above, Technical support services shall also include, but not limited to:
a. Software installation, maintenance, troubleshooting and remediation as necessary.
b. Code/ object development and corresponding documentation. c. Consulting with vendor support as necessary to resolve support or development issues.
d. Integration and workflow development and support.
e. Reporting support as needed.
f. Third-party tool development
2. Training and development of written training materials.
Contractor to supply progress reports that describe tasks undertaken by Contractorand the status of pending deliverables requestedby the Authority.
Reports shall be documented and submitted in an electronic format, or as otherwise directed by the Authority.
3. Services shall be performed between 8: 00am to 6: 00pm PST Monday Friday.
Contractor shall confirm to Authority, within one (1) hour of receipt of notification of Authority' s request for Service..
B. General:
1. Security: Contractorshall ensurethat ALL its employeeswho will have ANY kind of electronicor other sensitiveaccessto system information, both onsite and/or remotely, shall retain an Authority Airport ID Badge, Individuals will be required to visit the Access Control Office (ACO) for fingerprintingand a second time for training and badging once a background check is cleared. Badge renewal also requiresa visit to the Authority's ACO. Contractorshall be requiredto use a 2- Factor Authentication for any remote access necessary in the course of installation, warranty and ongoing maintenance phases. Remote access and 2- FactorAuthenticationrequiredbytheAuthorityshallbeprovidedandenforcedby the Access Control Office ( ACO). Contractor is responsible for all costs. If Contractor's employeeprovidingserviceis 'arrestedby federalor stateauthorities for any offense, the Authoritymustbe notifiedimmediatelyandthe individualmust immediately cease all work associated with the Agreement. Contractor must
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reassign work to an alternate employee, upon approval of the Authority, and alternate employee must complete the badging process as described above.
2. Cleanliness: Contractor shall, at all times, while providing Services at the Airport, keep the immediate and surrounding service area clean and free of debris, Contractor shall ensure that all tools and equipment will be removed from the service area when Work is complete.
C. Contractor' s Work Performance:
1. Changes in the Work- Change Orders:
a. The Contractor shall be responsible for its costs to implement and administer a Request for Information ( RFI) system throughout the duration of the Agreement. Regardless of the number of RFIs ( or written directions) issued, the Contractor will not be entitled to additional compensation or additional Contracttime unless the cause and impacts of each RFI are identifiedand attributable to parties other than the Contractor. The Contractor shall be responsiblefor the.Authority's administrativecosts for answeringRFIswhere the answer could reasonably be found by reviewing the Task.Authorization and contract documents or are solely for the convenience of the. Contractor; such costs may be deducted from progress payments..
b.. All changes to the Work described in the Task Authorization shall be negotiated before any Work begins. All changes to the work shall be included in a written amendment to the Task Authorization. The amendment to the Task Authorization shall be signed by both parties. There shall be no performance of Work described in the amendment to the Task Authorization until such time as the amendment to the Task Authorization has been signed by both the Authority and the Contractor.
2. Liquidated Damages:
a. The Contractor and Authority agree that the date of beginning and the time for completion as specified in the Task Authorization are essential conditions of the Agreement and that the Authority will suffer financial loss in the form of lost revenues, contract administration expenses ( including project management and consultant' s expenses), delay and/or loss of public use if the Work is not completed within the time set forth in the Task Authorization, and it is further mutually understood and agreed that the Work embraced in the Task Authorization shall be commenced on the date set forth in the Task Authorization. The Contractor agrees that said. Work shall be prosecuted regularly, diligentlyand uninterruptedlyat such. rate of progressas will insure completion within the time frame set forth in the Task Authorization. It is expressly understoodand agreed by and between the Contractorand the Authority that the time for the completion of the Work is a reasonable time for its completion.
b. If the. Contractor shall neglect, fail or refuse to complete the Work within the time frame set forth in the Task Authorizationor any portion of the Work as indicatedby TaskAuthorizationmilestone, or any properextensiongrantedby the. Authority, then the Contractor agrees, as a part' considerationfor the awardingof the TaskAuthorization, to payto the Authoritythe daily amountof 200 dollars not as a penalty but as liquidated damages for such breach of contract, for eachandeverycalendardaythatthe:contractorshallbe in default after the Task Authorization completion date or Task Authorization milestone.
Liquidateddamagesshall not be assessedwhenthe delayis dueto excusable
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1 causes beyond the control of and without the fault or negligence of the Contractor, including acts of the Authority. The assessment of liquidated damages for the completion of Task Authorization work ceases upon completion, not substantial completion. If applicable, the assessment for Task Authorizationmilestoneliquidateddamagesceases upon the meetingof that milestone.
c. The liquidated damages amount is fixed and agreed upon: by and between the Contractor and the Authority because of the impracticability and extreme difficultyof fixing and ascertainingthe actual damagesthe Authoritywould in such event sustain, and the amount is agreed to be the amount of damages which the Authority would sustain. Contractor and the Authority also recognize the delays, expenseanddifficultiesinvolvedin the calculationand proof of the actual loss suffered by the Authority if the Work is not completed on time.
Accordingly, instead of requiring such proof, the Authority and Contractor agree that the amountof LiquidatedDamagesspecifiedhereinshall be presumedto be the damages suffered by the Authority resulting from the delay in completion of the Work. The Contractor specifically agrees at the time of contracting that the amount of liquidated damages is manifestly reasonable under the circumstances for the Work.
3. Approval of the Work:
a. All Work shall be subject to the approval of the Authority and any Work in need of correction because of improper or unsatisfactory preparation or workmanship shall be corrected by Contractor to the satisfaction of, and at no. cost to, the Authority.
b, Contractor will have two ( 2) days from the time of notification to correct improper or unsatisfactory work. In the event said work is not Corrected within the time specified above, and in addition to any other actions/remedies permitted by law, Authority shall have the immediate right to complete the Work to its satisfaction and shall deduct the cost to correct said Work from Contractor' s invoice.
c. All Work is to be completed; in compliance with all Local and Federal codes and regulations.
d. Contractor shall provide continuous protection of Authority equipment, property and personnel from Work performed. Contractor shall be responsible for protection of the Work until the finished Work has been approved by Authority. e.
All areas are to be left clean and in good conditionat the end of the job.
Contractor shall remedy all,damage caused by this work to the satisfaction of, and at no cost to, the Authority.
D. Contractor' s Use Of Premises:
1. Contractor's use of premiseswill be limitedonlyto those areasnecessaryfor performance of the work or services described in the Contract Documents. All other areas shall remain undisturbed:
2. Contractor must receive prior written authorization from Authority, if Contractor requires an area to store equipment and/ or supplies at the Airport.
E. Warranty:
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1. All materials, parts and labor shall be considered under Contractor Warranty for a minimum of three hundred sixty- five ( 365) calendar days after performance of work and final acceptance by the Authority.
2. All manufacturers' materialwarrantyinformationshallbe providedby Contractorto the Authority...
F. Authority:
1. AUTHORITY' S RIGHT TO STOP WORK: If the Contractor fails to correct Work which Authority deems not in accordance with the requirements of the Contract Documentsor'fails to carryout Workin accordancewith the ContractDocuments or for any cause whatsoever, the Authority may order the Contractor to stop the Work, o. r any portion of the Work, until the cause for such order has been eliminated; however, the Authority's. rightto exercisethis.provisionshall not be for the benefit of the Contractor or any other person or entity. If the Authority stops the Work because of conduct by the Contractor, its agents, representatives or subcontractors, no compensation in time or money shall be owed to the Contractor for such stoppage.
2. AUTHORITY' S RIGHT TO CARRY OUT THE WORK: If the Contractor defaults or neglects to carry out Work in accordance with the Contract Documents and fails. within ten (10) days or within the time specified, whichever is less, after receipt of written noticefrom the Authorityto commenceand continue correctionof such default or neglect with diligence and promptness, the Authority may by any means acceptableto it, without prejudiceto other remediesthe Authority may have, correct such deficiencies. In such case an appropriate Task Authorization amendmentshall be: issueddeductingfrom paymentsthen or thereafterdue the Contractor the cost or estimated cost of correcting such deficiencies, including compensationfor additional services and expenses made necessary by such default, neglect or' failure. If paymentsthen. or thereafterdue'the Contractorare not sufficient to cover such amounts, the Contractor and/ or its surety shall pay the difference to the Authority.
G. No Waiver Of Rights:
1. Observation or Inspection by the Authority or its authorized agents or representatives, anyorderor certificatefor paymentof money, anypaymentfor, acceptance of the whole or any part of the Work by the Authority, any extension of time, any position taken by the Authority or its authorized agents or representativesshall not operateas a waiverof any provisionof this Contract, or of any power herein reserved by the Authority or any right to damages. No waiver ofanybreachofContractshallbeheldtobeawaiverofanyotherorsubsequent breach, andpaymentshallnotbe deemedto bethe equivalentof acceptance.
2. All remedies.provided in this Contract shall be taken and construed as cumulative; thatis, inadditionto eachandeveryremedyprovidedherein, theAuthorityshall haveany andall equitableandlegalremediesthatit would otherwisehave.
H. Authority' s Administration Of the Contract:
1. The Authority will administer this Agreement and all Task Authorizations as described in the Contract Documents, unless notice is given to the Contractor: that a ConstructionManageror likeentityhasbeenretainedto administerthe Contract.
2. The Work will be performed under the jurisdiction of the. Authority, who may executegeneralcontrolovertheconductoftheWorkasmaybenecessaryto safeguardthe interestof the Authority. The Contractorshall promptlycomplywith
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any and all ordersand instructionsgiven by the Authorityin accordancewith the terms of this Agreement. The Contractor assumes all risks and consequences of performing the Work in accordance with any order, including but not limited to,. instruction, direction, interpretation or determination, of anyone not authorized to issue such order.
L Defective Work.— Notice To. Contractor:
1. If, in the opinion of the Authority, Work is not being done in accordance with any applicable codes, laws, or the Contract Documents, written notice shall be given to the Contractor or its authorized agent. Written notice to any foreman or agent in charge of any portion of the Work in the absence of the Contractor shall be considered as notice to the Contractor.
2. Work which is defectivein its constructionor deficientin any of the requirements set forth in the. Contract Documents will not be considered as accepted in consequence of the failure of any employee of the Authority or inspector connected with the Work to point out said defects or deficiency during construction. The Contractor shall at its sole expense correct any defective or non- conforming Work whenever discovered. If Contractor refuses or neglects to replace defective or non- conforming Work, such Work may be replaced by the Authority, after notice to the Contractorand its sureties, at the expense of the Contractor, and the Contractor and its sureties shall be liable therefore. If directed by the Authority, the Contractor shall uncover and/ or expose Work for its inspection by the Authority. Should the. Work thus exposed or examined prove acceptable, adjustments in time to complete or milestones set forth in the Task Authorization and price will be made pursuant to the Contract Documents for the uncovering or removing, and the replacing of the covering or making good of the parts removed. Shouldthe Work exposedor examinedproveunacceptable, the uncovering or removing and replacing shall be at the Contractor's expense.
J. Additional Services: If and whenAuthorityrequestsContractorto provideservicesin addition to those specified above, Contractor shall develop a work plan detailing the specific tasks to be completed and providing a detailed not-to-exceed budget for performingsuch tasks. Contractorshall not perform any Additional Services until Authorityhas issueda written notice-to-proceedwith the executionof the work plan.
Contractor will not be authorized to perform or invoice Authority for any work not specifically authorized in the Authority's notice-to-proceed.
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1 SCHEDULE A- Task Authorization - SAMPLE
Date]
VIA E-mail/ U.S. MAIL
Name]
Company]
Address]
City, State, Zip]
Re: On-Call Ready Service Agreement.(Agreement No. XXXXXXOB).
Task Authorization ( TA) No.
Project Name:
jAcct.#, WO#]
Dear[ Name]:
Pursuantto the termsand conditionsof the referencedOn-CallReadyServiceAgreement; this isyourauthorizationto performtheworkinaccordancewiththeAuthority's scopeofworkdated Date], yourjobwalkoftheproject.on [Date]; andyourproposaldated [Date]. Thetotalnotto exceed amount for this TA is[$ Amount].
Subjectto yourwrittenacceptanceandagreementto this TA, youareto proceedwiththework under this. TA on or before[ Date] and complete the work on or before [ Date]. Pursuant to the On-Call Ready Service Agreement, the Authority may assess liquidated damages in the amount of$200,00for each calendardaythatthe Contractoris in defaultaftertheTA completiondateor TA milestone.
All liaisons with the= Authority for this TA shall be through the Information& Technology Services Department Project Manager, [ Name]. unless you are otherwise directed in writing. [ Name]may be contactedat[ Telephone], or by email [Address]. Pleaseemailyouracceptanceto [Name] and return the signed original to [ Name].
Sincerely,
Name]
Title], Information& Technology Services
Accepted:
Name], [ Title] Date
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EXHIBIT B— COMPENSATION & PAYMENT SCHEDULE
B- 1. Compensation for Services:
A. Specified Services: The Authority shall pay to Contractor the prices set forth in each Task Authorization when the work described in the Task Authorization is performed and completed to the satisfaction of the Authority, as set forth in Exhibit A of this Agreement.
B. For Additional. Services. Contractor' s compensation for Additional Services shall be as mutually agreed to by the Parties prior to Contractor providing Additional. Services.
B- 2. Reimbursable Expenses: None.
B- 3. Total Amount Payable: The total amount payable under this. Agreement shall not exceed Nine_ Hundred Thousand Dollars ($ 900, 000. 00).
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EXHIBIT C— INSURANCE REQUIREMENTS FOR CONTRACTOR
Contractorshall at all times duringthe Term of this Agreementmaintain, at its expense, the followingminimumlevels, andtypesof insurance.
C- 1. Commercial General. Liability: ( including, without limitation, Contractual Liability, Personal and Advertising Injury, and Products/Completed Operations coverage's written. on an " occurrence," not " claims ' made" basis): in the amount of one million dollars 1,000,000) each occurrence and inthe aggregate.
A. The Commercial General Liability policy shall be endorsed to include the Authority, its agents, officers and employees as an additional insured.
B. The coverage provided to the Authority, as an additional insured, shall be primary and noncontributory.
C. Such coverage shall include a waiver of subrogation endorsement in favor of the Authority.
C- 2. Worker' s Compensation. and Employer' s Liability: In the amounts required by law in the State in which the Services contemplated under this agreement are to be performed, but not less than one million dollars ($ 1, 000, 000) for Employer' s Liability. Such coverage shall include a waiver of subrogation endorsement in favor of Authority:
C- 3. Professional Liability/Technology Errors and Omissions Insurance:. Contractorshall. provide coverage in the amount of one million dollars ($ 1,000,000) per claim. If the policy maintainsa policyaggregate, such aggregateshall not be less than twice the per claim limit. Coverage shall include liability arising from errors, omissions, or negligent acts in renderingorfailingto rendercomputeror informationtechnologyservicesandtechnology products. Coveragefor violationof softwarecopyrightshouldbe included. Technology services. should cover liabilities, and claim expenses arising from acts, errors and omissions, in rendering or failing to render all services in the provision of all products in theperformanceoftheServices, includingthefailureof productsto performthe intended function or serve the intended purpose... Services insured, at : a minimum,, include ( 1) systems analysis, ( 2) systems programming, ( 3) data processing, ( 4) systems integrations, ( 5) outsourcingincludingoutsourcingdevelopmentand design (6) system. design, consulting, development and modification, ( 7) training services related to computer software or hardware, ( 8) management, repair maintenance of computer products, networks and systems, ( 0) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software, ( 10) data entry, modification, verification, maintenance, storage, retrieval or preparing of data output, and any other services providedbytheContractor: If coverageis ona claims-madebasis, coverageshallbe maintained throughout the term of the agreement and continuously for three ( 3) years thereafterwithout lapse, or provideevidenceof a three-year extendedclaims reporting periodendorsement..
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EXHIBIT. D— Cybersecurity Requirements
A. Cybersecurity Ownership and Liability. The cybersecurity requirements defined in this exhibitare to protectthe Authorityfrom financialor operationalloss dueto a cybersecurity breach. Contractor and/ or subcontractors will be held liable for all damages associated with failure to adhere to the cybersecurity requirements defined in this exhibit. The Authority's information technology systems are intended solely for the business purposes of its employees, authorized contractors, and other specifically designated users. Unauthorized use is prohibited', All information processed and contained in the Authority computer systemsis the propertyof the Authority: Violationof theseguidelinesis groundsfor contract. termination.
B. Standards Compliance. Contractor's implementation and ongoing support shall follow NIST ( National Institute of Standards Technology,) ISO ( International Standards Organization) 27001 or CIS'(Centerfor InternetSecurity) 20 controls. The Contractorshall verifythat the additionof securityfeaturesdoesnotadverselyaffectconnectivity, latency, bandwidth, response time, and throughput specified.
Within ten (10) business days of the Agreement execution date,.Contractor shall provide the Authority with a copy of Contractor's information security policy detailing an overview of the firm' s security posture: and system implementation policy.
C. Security Sensitive Information. Contractor is responsible for compliance with all laws and regulationsrelatingto SensitiveSecurityInformation (SSI). SSI is informationthat if publicly released, would be detrimental to transportation security as defined by Federal regulation 49 C. F. R. part 1520.. Although SSI is not classified information, there are specific procedures for protecting, sharing, and destroying SSI. SSl regulations mandate specific requirements for handling SSI, including.the:following:
Lock Up All SSI Store SSI in a secure container such as a locked file cabinet or drawer as defined by Federal regulation 49 C.F.R. part 1520.9 (a)(1)).
When No Longer Needed, Destroy SSI: Destruction of SSI must be complete to preclude recognition or reconstruction of the information ( as defined by Federal regulation 49 C.F. R. part 1520. 19).
Mark SSI: The regulation requires that even when only a small portion of a paper document contains SSI, every page of the document must be marked with the SSI header and rooter shown at left ( as: defined by Federal regulation 49 C. F. R. part 1520. 13). Alteration of the footer is not. authorized.
D. Account/Access Control. Contractorwill adhere to the below best practices for user account and access' control:
Default and shared usernames are not allowed.
Hardware authenticatio n settings ( such as passwords) must be changed from their factory default values.
Password must be a minimum of 12 characters including special characters. Accounts. that have elevated access or permissions will' require a 25-character password with'. special characters.
Passwords must be changed every 90 days.
Contractorshall protect'passwords, includingnot storingpasswordsin cleartext and not hardcoding passwords, into software or scripts.
Contractor shall configure each account to operate using the principle of least privilege.
This includes operating system permissions, file access, user accounts, and application- to- application communications.
All management and configuration interfaces are to be secured using multi-factor authentication for administrative access.
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