PROFESSIONAL SERIVICES AGREEMENT
FOR ADMINISTRATIVE SERVICES REGARDING IMPLEMENTATION OF THE RAD CARD
PROGRAM IN THE CITY OF PATTERSON
This Agreement for Professional Services (the "Agreement") is made and entered into by and between the City of Patterson ("City") and Modesto Improvement Partnership, Inc.,a California Non-Profit Public Benefit Corporation, ("Contractor'' or "DoMo") as of the date of the last signature below.
Recitals
WHEREAS, the City has a need for services involving administrative support to implement the touchless gift card program within the City of Patterson; WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services; and
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
Terms and Conditions
1. Scope of Work
1.1 The Contractor shall furnish to the City upon execution of this Agreement or receipt of the City's written authorization to proceed, those services and work set forth in Exhibits "A" and "B."
1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, they shall have the right to reproduce, publish and use all such work (except the RAD Card Application code, language, frame work and any intellectual property rights associated therewith), or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so upon receiving permission from the Contractor.
1.3 Services and work provided by the Contractor at the City's request under this Agreement will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state, and City laws, ordinances, regulations, and resolutions, and in accordance with a schedule of work set forth in Exhibit A. If there is no schedule, the hours, and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the City.
2. Consideration
2.1 So long as Contractor is in compliance with this Agreement, City shall pay Contractor as set forth in Exhibit A. Contractor shall provide sufficient statements to allow City to confirm services rendered pursuant to the terms of this Agreement.
2.2 Except as expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive from City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays or other paid leaves of absence of any type or kind whatsoever.
2.3 City will not withhold any Federal or State income taxes or Social Security tax from any payments made by City to Contractor under the terms and conditions of this Agreement.
Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor.
City has no responsibility or liability for payment of Contractor's taxes or assessments.
2.4 Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the Contractor must apply all funds and progress payments received by the Contractor from the City for payment of services, labor, materials, or equipment to pay for such services, labor, materials or equipment. Pursuant to Civil Code section 1479, the Contractor shall direct or otherwise manifest the Contractor's intention and desire that payments made by the Contractor to subcontractors, suppliers and materialmen shall be applied to retire and extinguish the debts or obligations resulting from the performance of this Agreement.
3. Term
3.1 The term of this Agreement shall be from the date of approval of this Agreement until completion of the agreed upon services. For the purposes of this Agreement, 'completion of the agreed upon services' shall occur upon all of the following: (a) the balance of the Match Funds (less the administrative fees) has been deposited/loaded onto RAD Card user accounts; (b) the dollar amount of the Match Funds (less the administrative fees) has been spent by RAD Card users (without regard as to whether such funds actually expended were user deposited funds or Match Funds); and (c) Contractor provide sufficient statements as required by Section 2.1.
3.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving thirty (30) days written notification to the other party.
3.3 This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, (b) sale of Contractor's business, (c) cancellation of insurance require under the terms of this Agreement, and (d) if, for any reason, Contractor ceases to be licensed or otherwise authorized to do business in the State of California, and the Contractor fails to remedy such defect or defects within thirty (30) days of receipt of notice of such defect or defects.
3.4 The City may terminate this agreement upon 30 days prior written notice to the Contractor. Termination of this Agreement shall not affect the City's obligation to pay for all fees earned and reasonable costs necessarily incurred by the Contractor as provided in Paragraph 2 herein, subject to any applicable setoffs.
4. Required Licenses, Certificates and Permits
4.1 Any licenses, certificates or permits required by the federal, state, county or municipal governments for Contractor to provide the services and work described in Exhibit A must be procured by Contractor and be valid at the time Contractor enters into this Agreement. Further, during the term of this Agreement, Contractor must maintain such licenses, certificates and permits in full force and effect. Licenses, certificates, and permits may include but are not limited to driver's
licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by Contractor at no expense to the City.
4.2 Contractor further certifies to City that it and its principals are not debarred, suspended, or otherwise excluded or ineligible for participation in federal, state, county, or city government contracts. Contractor certifies that it shall not contract with a subcontractor that is so debarred or suspended.
5. Office Space, Supplies, Equipment, Etc.
Unless otherwise provided in Exhibit A, Contractor shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for Contractor to provide the services identified in Exhibit A to this Agreement. City is not obligated to reimburse or pay Contractor for any expense or cost incurred by Contractor in procuring or maintaining such items. Responsibility for the costs and expenses incurred by Contractor in providing and maintaining such items is the sole responsibility and obligation of Contractor.
6. Insurance
Coverage Required: Contractor shall obtain, and maintain at all times during the term of this Agreement, insurance coverage in the amounts and coverage specified in the attached Exhibit "C."
7. Defense and Indemnification
7.1 To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend the City and its agents, officers and employees from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employees, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use; provided, however, such indemnification shall not extend to or cover loss, damage or expense arising from the sole negligence or willful misconduct of the City or its agents, officers and employees.
7.2 Contractor's obligation to defend, indemnify and hold the City and its agents, officers and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.
7.3 Contractor shall indemnify, defend, and hold harmless and shall be responsible for any and all federal, state and local taxes, fees, or contributions required to be paid with respect to Contractor and Contractor's officers, employees, and agents engaged in the performance of this Agreement, including and without limitation unemployment insurance, social security and payroll tax withholding.
8. Status of Contractor
8.1 All acts of Contractor and its officers, employees, agents, representatives, subcontractors and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independentcontractors and not as agents, officers or employees of City. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on
behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employeremployee relationship or a joint venture.
8.2 At all times during the term of this Agreement, the Contractor and its officers, employees, agents, representatives, or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of City.
8.3 Contractor shall determine the method, details, and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. Contractor is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
8.4 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
8.5 It is understood and agreed that as an independent Contractor and not an employee of City, the Contractor and the Contractor's officers, employees, agents, representatives or subcontractors do not have any entitlement as a City employee, and do not have the right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.
8.6 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.
8.7 Contractor retains all of their powers and authority to direct and control to the full extent of the law. Included in but not limited to those duties and powers are the rights to: direct the work of its employees; establish the developmental philosophy, goals, and objectives; ensure the rights and opportunities of children and families; determine the staffing patterns; determine the number and kinds of personnel required; determine the ·classification of positions; maintain the efficiency of the program operation; determine the curriculum; develop a budget; develop and implement budget procedures. In addition, the Contractors retain the rightto hire,assign, evaluate, promote, terminate, and discipline employees, and to take action on any matter in the event of an emergency. The exercise of the foregoing powers, rights, authority, duties, and responsibilities by the Contractors, the adoption of policies, rules,regulation, and practices infurtherance thereof, and the use ofjudgment and discretion in connection therewith, shall be limited only by the specific and express terms of this Agreement, and then only to the extent such specific and express terms are in conformance with the laws ofthe State of California.
8.8 As an independent Contractor, Contractor hereby indemnifies and holds the City harmless from any and all claims that may be made against City based upon any contention by any
third party that an employer-employee relationship exists by reason of this Agreement.
9. Records and Audit
9.1 Contractor shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photostatic, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
9.2 Any authorized representative of City shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by Contractor. Further, City has the right at all reasonable times to audit, inspect or otherwise evaluate the work performed or being performed under this Agreement.
10. Confidentiality
The Contractor agrees to keep confidential all information obtained or learned during the course of furnishing services under this Agreement and to not disclose or reveal such information for any purpose not directly connected with the matter for which services are provided.
11. Nondiscrimination
11.1 Non-Discrimination. During the performance of this Agreement, Contractor and its officers employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religious creed, color, national origin, ancestry, physical or mental disability including perception of a disability, medical condition, genetic information, pregnancy related condition, marital status, gender/sex, sexual orientation, gender identity, gender expression, age (over 40), political affiliation or belief, or military and veteran status. Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City's non-discrimination policy; the Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, and 1102; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.
11.2 Contractor shall include the non-discrimination and compliance provisions of this clause-in all subcontracts to perform work under this Agreement.
11.3 Contractor shall provide a system by which recipients of service shall have the opportunity to express and have considered their views, grievances, and complaints regarding Contractor's delivery of services.
12. Assignment
This is an agreement for the services of Contractor. City has relied upon the skills, knowledge, experience and training of Contractor and the Contractor's firm, associates and employees as an inducement to enter into this Agreement. Contractor shall not assign or
subcontract this Agreement without the express written consent of City. Further, Contractor shall not assign any monies due or to become due under this Agreement without the prior written consent of City.
13. Waiver of Default
Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
14. Notice
Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either party during the term of this Agreement, which Contractor or City shall be required or may desire to make shall be inwriting and may be personally served or, alternatively, sent by prepaid first-class mail to the respective parties as follows:
To City:
City of Patterson
1 Plaza Circle
Patterson, CA 95363
To Contractor:
Modesto Improvement Partnership dba
Downtown Modesto Partnership
1003 10th Street, Suite A
Modesto, Ca 95354
Attn: City Manager
15. Conflicts
Contractor agrees that it has no interest and shall not acquire any interest direct or indirect which would conflict in any manner or degree with the performance of the work and services under this Agreement.
16. Severability
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or county statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
17. Amendment
This Agreement may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity.
18. EntireAgreement
This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations,
inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.
19. Advice of Attorney
Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
20. Construction
Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had infact drafted this Agreement.
21. Governing Law and Venue
This Agreement shall be deemed to be made under and shall be governed by and construed in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall have venue inthe County of Stanislaus, State of California.
22. Authorized Signature
The person signing this Agreement ("Signatory") represents and warrants that he or she is duly authorized and has legal capacity to execute this Agreement. Signatory represents and warrants that the execution and delivery of the Agreement and the performance of Contractor's obligations hereunder has been duly authorized, and that the Agreement is a valid and legal agreement binding on Contractor and enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties or their duly authorized representatives have executed this Agreement on the day and year first hereinabove written.
MODESTO IMPROVEMENT PARTNERSHIP
dba DOWNTOWN MODESTO PARTNERSHIP
Dated:
By:
Josh Bridegroom, CEO
"City" "Contractor"
APPROVED:
APPROVED AS TO FORM:
City Attorney
Dated:
By:
Nubia Goldstein, City Attorney
City of Patterson
Dated:
By:
Ken Irwin
City Manager, Patterson
EXHIBIT A
A. SCOPE OF WORK
The Contractor shall provide professional administrative services under this Agreement for business revitalization and economic development support. The investment strategy in local businesses and non-profit organizations is intended to infuse and stabilize the small business economy and secure the ongoing operation of non-profit services critical to community support and economic recovery in the City of Patterson. The services provided shall include:
o Administration, implementation and promotion of a citywide touchless gift card ("RAD Cardtm) program whereby residents will be able to purchase e-gift cards in different denominations ($25, $50, $75, $100) for use at participating small businesses located within the City. The City of Patterson Community Match Fund will allow consumers to double their spending when purchasing a gift card with a maximum of $100 per resident.
o The City will identify a community liaison for the RADtm Card program. The community liaison will be responsible for providing the Contractor with a boundary map and a list of qualifying businesses within the boundary area. The community liaison will also be responsible for outreach to the community's businesses related to onboarding and crowd-source promotions. Contractor will provide concise onboarding and promotional materials for community liaisons to share with their business community. o The RAD Card
1m will provide relief for small businesses impacted by the COVID-19 pandemic whose typical products sell for less than the denomination available per user under the Community Match Fund (i.e., less than $100). Examples of the types of businesses this program is designed to support include, but are not limited to:
restaurants, theaters, boutique retailers and beauty salons. The City reserves the right to further quantify the type, size, and other qualifying requirements that it deems appropriate with respect to eligibility and participation in the RADCardtm program, however; prior to implementing any changes the City shall consult with DoMo.
o DoMo shall provide support to participating RAD Card1program businesses as required, including, but not limited to: (i) enrollment in the RAD Card program, (ii) App" & "QR Code;" (iii) promotion and marketing; and {iv) access to other technical assistance expertise the Consultant possesses and provides to other similarparticipating communities. o Contractor will provide monthly activity reports to City which shall include at a minimum the following: number of RAD gift cards issued, value of RAD gift cards issued, value of RAD gift cards redeemed, and any other performance indicators Contractor and City deem appropriate to gauge the success of the RAD Card program in the City.
City has allocated a budget of Two Hundred Fifty Thousand Eight Hundred and Seventy-Five Dollars ($250,875 "Allocated Budget"] for its RAD Card program, which includes the Community Match Fund and the fee to be paid to Contractor (DoMo) for professional services rendered as set forth in this Agreement and Exhibits hereto. City shall pay DoMo an Administrative Fee not-to-exceed eleven and a half percent (11.5%) or Twenty-Five Thousand Eight Hundred and seventy-five Dollars ($25,875) of the Allocated Budget to cover the cost of administration of the touchless gift card program, including, but not limited to: DoMo staffing, marketing, analytics, software, training, website, accounting, credit card processing fees, technical assistance, etc. The balance of the Allocated Budget Two Hundred Twenty Five Thousand Dollars ($225,000) shall constitute the City Community Match Fund to be disbursed by DoMo to participating RAD program businesses.
o City shall transfer by wire to DoMo's specified federally insured bank account(s), to be held my DoMo for the City of Patterson Community Match fund, and for no other purpose Two Hundred Twenty Five Thousand Dollars ($225,000) pursuant to the disbursement schedule specified by City in Exhibit B.
B. COMPENSATION:
follows:
The Contractor shall be compensated for the services provided under this Agreement as The Parties hereto acknowledge the maximum amount to be paid by the City for services provided under the term of this Agreement shall not exceed the Administrative Fee, or the sum of Twenty-Five Thousand Eight Hundred and Seventy-Five Dollars ($25,875), including, without limitation, the cost of any subcontractors, consultants, experts or investigators retained by the Contractor to perform or to assist in the performance of its work under this Agreement.
Contractor's Administrative Fee compensation for services rendered shall be paid in four installments of Si x Thousand Fo ur Hundred and Sixty Eight Dollars and 75/100 ($6,468.75) each, the first payment being disbursed to DoMo at the same time as the initial disbursement ("Initial Disbursement," See Exhibit B) of the Community Match Fund. Upon request by DoMo, and mutual agreement by the City, the City may tender the remaining three (3) installments in a condensed time period if RAD activity warrants such payments sooner.
EXHIBIT B
RAD Cardtm Community Match Funding Disbursement Schedule City will provide a disbursement of Five Hundred Thousand $5000,000 ("Disbursement")] to DoMo within five (5) business days of full execution of this Agreement.
EXHIBIT C
Insurance Requirements for Cyber Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Contractor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: If the Contractor or the Contractor's officers, employees, agents, representatives or subcontractors utilize a motor vehicle in performing any of the work or services under the Agreement Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)
4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, Two Million Dollar ($2,000,000) aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not b.e limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of-privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Application of Excess Liability Coverage: Contractors may use a combination of primary, and excess insurance policies which provide coverage as broad as ("follow form" over) the underlying primary policies, to satisfy the Required Insurance provisions.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, agents and volunteers are to be covered as additional insureds on the CGL and Auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability and auto liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 1O 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
Reporting
Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or its officers, officials, employees, agents or volunteers.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Notification of insurance cancellation to the City will be contractors' responsibility.
Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with California admitted insurers (licensed to do business in California) with a current A.M. Best's rating of no less than A-VII, however, if no California admitted insurance company provides the required insurance, it isacceptable to provide the required insurance through a UnitedStates domiciled carrier that meets the requiredBest's ratingand that is listed onthe current List of Approved Surplus line Insurers (LASL1) -maintained by the California Departrr1ent of Insurance.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
Contractor shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Insurance Limits
The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, e111ployees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance.