AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
THIS AGREEMENT (“AGREEMENT”) is entered into by and between the CITY OF POMONA (“the CITY”) and Chandler Asset Management, Inc. (“CONSULTANT”), collectively referred to hereinafter as the Parties.
RECITALS
WHEREAS, the CITY desires to engage CONSULTANT to provide investment management services for the CITY; WHEREAS, CONSULTANT is willing to perform the services defined herein; and WHEREAS, CONSULTANT represents that the principal representative stated below is authorized to act as such on behalf of CONSULTANT.
NOW, THEREFORE, the Parties agree as follows:
1. TERM. This AREEMENT shall be for a term of three (3) years commencing on November 1, 2023, continuing through October 31, 2025, with two, one-year extension options, subject to written agreement by the Parties. An Amendment to extend the AGREEMENT may be executed by the City Manager and shall be fully executed by the Parties no later than thirty (30) days prior to expiration of the then current term.
2. REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICE.
The representatives of the Parties who are primarily responsible for the administration and performance of the AGREEMENT, and to whom formal notice, demands and communications shall be given, are as follows:
The principal representative of the CITY shall be:
Andrew Mowbray, Finance Director/City Treasurer
City of Pomona
Finance Department
505 South Garey Avenue
Pomona, CA 91766
(909) 620-2353
The principal representative of the CONSULTANT shall be:
Nicole Dragoo
Chandler Asset Management, Inc.
9255 Towne Centre Drive
Suite 600
San Diego, CA 92121 (858) 546-3737
Formal notices, demands and communications to be given hereunder by either party shall be made in writing and may be effected by personal delivery or by mail. Formal notices and demands sent by E-mail or facsimile shall not be acknowledged.
If the name of the principal representative designated to receive the notices, demands or communications, or the address of such person, is changed, written notice shall be given within five (5) working days of said changes.
3. RETENTION. The CITY retains CONSULTANT to provide investment advisory/management services pursuant to this AGREEMENT. CONSULTANT agrees to render such services on the terms and conditions stated herein.
4. SCOPE OF SERVICES. The scope of services to be provided is set forth in the attached Scope of Services, which is made Exhibit “A” to this AGREEMENT.
5. COMPENSATION. The CITY agrees to pay CONSULTANT for the services set forth in the aforementioned Scope of Services. CONSULTANT agrees that the fees for services shall not exceed the authorized fee schedule as set forth in the fee schedule, attached hereto as Exhibit “B” Any increase in the authorized fee schedule or expansion of the scope of services shall require approval by the City Council and a written amendment signed by the Parties.
6. INDEPENDENT CONTRACTOR.
CONSULTANT is an independent contractor. As such, CONSULTANT shall have no power or authority to incur any debt, obligation or liability on behalf of the CITY, unless such authority is expressly conferred under this AGREEMENT. Further, CONSULTANT is not entitled to any benefit typically associated with an employee such as medical, sick leave, retirement, or vacation benefit. CONSULTANT expressly waives any claim to any such rights.
The personnel performing services pursuant to this AGREEMENT on behalf of CONSULTANT shall, at all times, be under CONSULTANT’s exclusive direction and control. Neither the CITY, nor any of its employees, shall have any control over the manner, mode, or means by which CONSULTANT, its agents, or its employees, perform the services required herein, except as otherwise set forth herein. The CITY shall have no voice in the selection, discharge, supervision or control of CONSULTANT’s employees, representatives, or agents, or in fixing their number, compensation, or hours of service.
CONSULTANT shall perform services pursuant to this AGREEMENT as an independent contractor and shall, at all times, remain a wholly independent contractor. The CITY shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise a joint venture or member of any joint enterprise with CONSULTANT.
7. PERS INDEMNITY. In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the CITY, CONSULTANT shall indemnify, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution and/or employee contributions for PERS benefits.
CONSULTANT is solely responsible for compliance with PERS restrictions applicable to any of CONSULTANT’s employees, agents, or subcontractors.
8. ECONOMIC INTEREST STATEMENT. CONSULTANT hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by the CITY hereunder, CONSULTANT is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advise under this Agreement, prior to the commencement of work. The extent of CONSULTANTS disclosure requirements is set forth in the Written Determination of the City Manager of the CITY, attached hereto as Exhibit “C.”
9. INDEMNITY AND INSURANCE
INDEMNITY. CONSULTANT hereby agrees to protect, indemnify and hold the CITY and its employees, officers and servants free and harmless from any and all losses, claims, liens, demands and causes of action of every kind and character including, but not limited to, the amounts of judgment, interests, court costs, legal fees, expert costs, expert fees and all other expenses incurred by the CITY to the maximum extent allowed by law arising in favor of any party, including claims, liens, debts, personal injuries, including employees of the CITY, death or damages to property (including property of the CITY) and without limitation by enumeration, all other claims or demands of every character occurring or arising directly out of or as a consequence of the performance of the work performed hereunder, except only such injury to persons or damage to property due or claimed to be due to the sole negligence of the CITY. This provision is not intended to create any cause of action in favor of any third party against CONSULTANT or the CITY or to enlarge in any way the CONSULTANT’s liability but is intended solely to provide for indemnification of the CITY for liability for damages or injuries to third persons or property arising from CONSULTANT’s negligent performance hereunder.
INSURANCE. CONSULTANT shall procure and maintain at all times during the term of this AGREEMENT insurance as set forth in Exhibit “D” attached hereto.
10. OWNERSHIP OF WORK PRODUCT. All reports, documents or other written material developed by CONSULTANT in the performance of this AGREEMENT shall be and remain the property of the CITY without restriction or limitation upon its use or dissemination by the CITY. Such material shall not be the subject of a copyright application by CONSULTANT. Any re-use by CITY of any such materials on any project other than the project for which they were prepared shall be at the sole risk of CITY unless CITY compensates CONSULTANT for such use.
11. CONFIDENTIALITY. Employees of CONSULTANT, in the course of their duties, may have access to financial, accounting, statistical, and personnel data of private individuals and employees of the CITY. CONSULTANT covenants that all data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this AGREEMENT are deemed confidential and shall not be disclosed by CONSULTANT without written authorization by the CITY. The CITY shall grant such authorization if disclosure is required by law. All CITY data shall be returned to the CITY upon the termination of this AGREEMENT. CONSULTANT’s covenant under this Section shall survive the termination of this AGREEMENT.
12. TERMINATION FOR CONVENIENCE. The CITY may terminate this AGREEMENT at any time without cause by giving thirty (30) calendar days written notice to CONSULTANT of such termination and specifying the effective date thereof. If this AGREEMENT is terminated as provided herein, CONSULTANT shall be paid only the total amount equal to the service CONSULTANT has provided, to the CITY’s satisfaction, as determined solely by the CITY, as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this AGREEMENT or the value of services provided as of date of termination.
Fees payable to CONSULTANT shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of any prepaid fees shall be refunded to the CITY. There shall be no penalty fees charged to the CITY.
13. TERMINATION FOR CAUSE. If for any reason, CONSULTANT shall fail to fulfill in a timely and proper manner its obligation under this AGREEMENT, or if CONSULTANT shall violate any of the covenants or stipulations of this AGREEMENT, the CITY shall then have the right to terminate this AGREEMENT by giving a five (5) calendar day written notice to CONSULTANT. The notice shall refer to this clause, shall specify the nature of the alleged default, and shall specify the effective date of the termination. The CONSULTANT will be paid a total amount equal to the service CONSULTANT has provided, to the CITY’s satisfaction, as determined solely by the CITY, as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this AGREEMENT.
Fees payable to CONSULTANT shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of any prepaid fees shall be refunded to the CITY. There shall be no penalty fees charged to the CITY.
14. ASSIGNMENT AND SUBCONTRACTING. Neither party shall assign or subcontract the rights or responsibilities under this agreement without the express, written consent of the other party, which may be withheld for any reason or for no reason.
15. STANDARD. CONSULTANT agrees that the services to be rendered pursuant to this Agreement shall be performed in accordance with the standards customarily provided by an experienced and competent professional organization rendering the same or similar services. CONSULTANT shall re-perform any of said services, which are not in conformity with standards as determined by the CITY. CONSULTANT will be relieved of its obligation to re-perform said services if the CITY does not notify CONSULTANT within 180 days after the completion of the non-conforming service. Compensation for CONSULTANT to re-perform said services shall be subject to the approval of the CITY, but in no event shall such compensation exceed the actual cost of said services. Except as hereinafter provided in respect of personal injury or property damage, the foregoing are CONSULTANT’s entire responsibilities and the CITY’s exclusive remedies for service rendered or to be rendered hereunder, and no other warranties, guarantees, liabilities, or obligations are to be implied.
16. RESOLUTION OF DISPUTES.
Disputes regarding the interpretation or application of any provisions of this AGREEMENT shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties.
If any action, at law or in equity, is brought to enforce or to interpret any provisions of this AGREEMENT, the prevailing party in such action shall be entitled to recover reasonable attorney’s fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.
17. FORCE MAJEURE. The respective duties and obligations of the Parties hereunder shall be suspended while and so long as performance hereto is prevented or impeded by strikes, disturbances, riots, fire, severe weather, government action, war acts, acts of God, or any other cause similar or dissimilar to the foregoing which are beyond the control of the party from whom the affected performance was due.
18. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. In the performance of this AGREEMENT, CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age physical or mental handicap, medical condition, or sexual orientation. CONSULTANT will take affirmative action to ensure that subcontractors and applicants are employed without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
19. SEVERABILITY. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions nevertheless will continue in full force and effect without being impaired or invalidated in any way.
20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California.
21. ENTIRE AGREEMENT. This AGREEMENT, together with Exhibits “A,” “B,” “C” and “D” supersede any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this AGREEMENT acknowledges that no representation by any party, which is not embodied herein, nor any other agreement; statement or promise not contained in this AGREEMENT shall be valid and binding. Any modification of the AGREEMENT shall be effective only if it is in writing and signed by all Parties.
IN WITNESS WHEREOF this AGREEMENT is entered into by the Parties hereto on the dates set forth below.
ATTEST: THE CITY OF POMONA
____________________________ By:___________________________ City Clerk Anita Gutierrez, City Manager
Date: _________________________
APPROVED AS TO FORM: CONSULTANT
____________________________ By:___________________________ City Attorney Signature
___________________________
Print Name
___________________________
Title
Date: _________________________
Approved by City Council on September 10, 2018
Exhibit “A”
SCOPE OF SERVICES
CONSULTANT shall manage the CITY’s investment portfolio pursuant to the specific, stated investment objectives, including placing all orders for the purchase and sale of securities, communicating settlement information to the CITY’s staff, coordinating security settlement and executing all approved trades through competitive bidding processes when possible.
CONSULTANT shall provide assistance in developing and implementing an investment strategy that will maintain or enhance portfolio quality and performance within the parameters of the CITY’s Investment Policy and cash flow needs.
CONSULTANT shall monitor the portfolio to ensure it complies with applicable laws and the CITY’s Investment Policy including ordinances and resolutions relating to the investment of public funds.
CONSULTANT shall provide the CITY with investment reports that shall include, but not be limited to the following:
Monthly statements with all the information required by the California Government Code and Governmental Accounting Standards Board (GASB). These reports must include, but not be limited to: detailed portfolio holdings including purchase price, accrued interest, amortized cost, market and book values, purchase date, maturity date, next upcoming potential call date, assigned security ratings by a nationally recognized statistical rating organization (NRSRO), principal and interest payments, effective earnings rate, yield to maturity, days to maturity, and portfolio summary statistics.
Quarterly investment reports including a description of market conditions, investment strategies employed, performance, and suggested changes to investment strategy.
CONSULTANT shall perform broker/dealer due diligence and maintain relations with the broker/dealer community.
CONSULTANT will continually monitor market conditions and circumstances and report on any recommended changes to policies, strategies, and specific positions.
Annually, or more often if necessary, CONSULTANT will review the CITY’s Investment Policy and provide recommended changes as needed per California Government Code or to incorporate best practices as provided by relevant statewide and national organizations.
CONSULTANT shall attend meetings as necessary or on a schedule agreed upon by the Parties.
CONSULTANT shall serve as a general resource to the CITY’s staff for information, advice, and training regarding fixed-income investments. Communicate as necessary with CITY staff to understand the CITY’s investment operations.
ADDITIONAL PROVISIONS
CITY Representative. In its capacity as investment manager, CONSULTANT shall receive all instructions, directions and other communications on the CITY's behalf regarding the CITY's account from the Finance Director/City Treasurer, as the City’s designated Representative. CONSULTANT is hereby authorized to rely on and act upon all such instructions, directions and communications from such Representative or other persons so designated in the Investment Procedures Manual established by the City Treasurer, as it currently exists and as it may be amended in the future, and which is incorporated herein by this reference.
Investment Policy. In investing and reinvesting the CITY’s assets, CONSULTANT shall comply with the CITY’s Statement of Investment Policy, which is incorporated herein by this reference, as it currently exists, and as it may be revised from time to time with approval by City Council resolution.
Authority of CONSULTANT. CONSULTANT is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the guidelines set forth in the City’s Statement of Investment Policy and instructions given by the City’s designated Representative.
Electronic Delivery. From time to time, CONSULTANT may be required to deliver certain documents to the CITY such as account information, notices and required disclosures. The CITY hereby consents to CONSULTANT’s use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and CITY agrees that such notification will constitute “delivery”. The CITY further agrees to provide CONSULTANT with the CITY’s email address(s) and to keep this information current at all times by promptly notifying CONSULTANT of any change in email address(es).
Designated CITY email addresses:
[email protected]
[email protected]
This provision shall not apply to delivery of formal notices or demands pertaining to the terms of this AGREEMENT, as set forth in paragraph 2 of the AGREEMENT.
Proxy Voting. CONSULTANT will vote proxies on behalf of CITY unless otherwise instructed. CONSULTANT has adopted and implemented written policies and procedures and will provide the CITY with a description of the proxy voting procedures upon request. CONSULTANT will provide information regarding how CITY’s proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747 or by emailing your request to HYPERLINK "mailto:[email protected]" \o "mailto:[email protected]" [email protected].
Custody of Securities and Funds. CONSULTANT shall not have custody or possession of the funds or securities that the CITY has placed under its management. In accordance with Section VII of the City’s Statement of Investment Policy, the CITY shall appoint a custodian to take and have possession of its assets. The CITY recognizes the importance of comparing statements received from the appointed custodian to statements received from CONSULTANT. CITY recognizes that the fees expressed above do not include fees CITY will incur for custodial services.
Valuation. CONSULTANT will value securities held in portfolios managed by CONSULTANT no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by CONSULTANT to reflect fair market value.
Investment Advice. The CITY recognizes that the opinions, recommendations and actions of CONSULTANT will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that CONSULTANT acts in good faith, the CITY agrees that CONSULTANT will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws.
Payment of Commissions. CONSULTANT may place, buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of CONSULTANT to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act and provisions of the Investments Advisors Act of 1940. Nevertheless, it is understood that CONSULTANT may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that CONSULTANT makes no warranty or representation regarding commissions paid on transactions hereunder.
Other Clients. It is further understood that CONSULTANT may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for the CITY's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that CONSULTANT will have no obligation to purchase or sell for the CITY's account any securities which it may purchase or sell for other clients.
Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for CONSULTANT to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties.
Receipt of Brochure and Privacy Policy. The CITY hereby acknowledges receipt of the disclosure statement or "brochure" and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204‑3 of the Investment Advisers Act of 1940 (Brochure). The CITY further acknowledges receipt of CONSULTANT’s Privacy Policy, as required by Regulation S-P.
EXHIBIT “B”
COMPENSATION
The City shall compensate Consultant monthly an amount calculated on the average market value of City’s portfolio, including accrued interest, in accordance with the following schedule:
YEARS 1-3 and ALL OPTIONAL EXTENSIONS
Assets Under Management
Annual Investment Management Fee
First $75 million
0.07 of 1% (7 basis points)
Next $75 million
0.06 of 1% (6 basis points)
Assets over $150 million
0.05 of 1% (5 basis points)
The fees expressed above do not include any custody fees that may be charged by the City’s bank or other third party custodian.
Fees shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of prepaid fees shall be refunded. City is not required to pay any start up or closing fees; there are no penalty fees.
Fees shall be deducted monthly in arrears from Client’s custody account.
EXHIBIT “C”
WRITTEN DETERMINATION
I, Anita Gutierrez, City Manager of the City of Pomona (the “CITY”) have made the following determination with regard to economic interest disclosure requirements for CHANDLER ASSET MANAGEMENT, INC., pursuant to the Conflict of Interest Code adopted by the CITY:
[ X ] CONSULTANT shall disclose its economic interest pursuant to the broadest disclosure category in the Code*. [ X ] CATEGORY I: Business interests and Investments
[ ] CONSULTANT has been hired to perform a range of duties that are limited in scope and thus CONSULTANT/ CONTRACTOR/ VENDOR is not required to comply with the broadest disclosure category requirements. Based on the Scope of Services set forth in Exhibit “A,” of the Agreement, CONSULTANT/ CONTRACTOR/ VENDOR need only provide economic interest disclosure under the following categories*:
[ ] CATEGORY II: Supply Sources
[ ] CATEGORY III: Contractors
[ ] CATEGORY IV: Geographic location
*A full explanation of each of these disclosure categories is found on page 2 of this Exhibit. [ ] CONSULTANT is not required to comply with Disclosure requirements based on the following:
[ ] Duties of CONSULTANT under this AGREEMENT are not applicable to Conflict of Interest Code. [ ] Other: ________________________________________________ Date:______________________ _____________________________ Anita Gutierrez, City Manager
DESIGNATED CATEGORIES
This category applies to individuals that make, or participate in making, decisions that may have a material effect on their financial interest(s) in:
businesses in which the individual holds an investment or business position; sources of income; or
real property.
Individuals subject to this category need not disclose under Category II or III. Individuals subject to this category must disclose any of the following financial interests within the City and within two miles of City boundaries:
investments in business entities;
business positions held;
sources of income; and
interests in real property.
This category applies to individuals that make, or participate in making, decisions that involve the purchase of services, supplies, materials, machinery or equipment.
Individuals subject to this category must disclose any of the following financial interests in business entities which provide services, supplies, materials, machinery, equipment, or technology of the type utilized by the City:
investments in business entities;
business positions held; and
sources of income.
This category applies to individuals that make, or participate in making, decisions that involve contracting for services including, but not limited to:
professional services;
vendor services;
consulting services; and
contractor services.
Individuals subject to this category must disclose any of the following financial interests in business entities which provide contract services, of the type utilized by the City:
investments in business entities;
business positions held; and
sources of income.
This category applies, as applicable, to commissioners. Individuals subject to this category must disclose:
all investments in, interest in, or income from, real property located within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto; and all investments in, interest in, or income from, any business entity:
in which the person holds a business position; and
that is either: A) within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto; or B) conducted business within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto, at any time during the two years prior to the date of filing the Statements of Economic Interest.
EXHIBIT “D”
Professional Consultant Liability Insurance Coverage Requirements CONSULTANT shall maintain throughout the duration of the term of the Agreement, Liability Insurance covering CONSULTANT and designating the CITY including its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants, as additional insured against any and all claims resulting in injury or damage to persons or property (both real and personal) caused by any aspect of CONSULTANT's work, in amounts no less than the following and with such deductibles as are ordinary and reasonable in keeping with industry standards. It shall be stated, in the Additional Insured Endorsement, that CONSULTANT's insurance policies shall be primary as respects any claims related to or as the result of CONSULTANT's work. Any insurance, pooled coverage or self-insurance maintained by the CITY, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be non-contributory. The Additional Insured Endorsement shall not apply to the Professional Liability or Workers Compensation Insurance.
Professional Liability Insurance:
a. General Aggregate $2,000,000
General Liability:
a. General Aggregate $2,000,000
b. Products Comp/Op Aggregate $2,000,000
c. Personal & Advertising Injury $1,000,000
d. Each Occurrence $1,000,000
e. Fire Damage (any one fire) $ 50,000
f. Medical Expense (any one person) $ 5,000
Workers' Compensation:
a. Workers' Compensation Statutory Limits
b. EL Each Accident $1,000,000
c. EL Disease - Policy Limit $1,000,000
d. EL Disease - Each Employee $1,000,000
Automobile Liability
a. Any vehicle, combined single limit $1,000,000
CONSULTANT shall provide thirty (30) days advance notice to CITY in the event of cancellation of any coverage. Certificates of insurance and additional insured endorsements shall be furnished to the CITY thirty (30) days prior to the effective date of this Agreement. Refusal to submit such certificates shall constitute a material breach of this Agreement entitling CITY to any and all remedies at law or in equity, including termination of this Agreement. If proof of insurance required under this Agreement is not delivered as required or if such insurance is canceled and not adequately replaced, the CITY shall have the right but not the duty to obtain replacement insurance and to charge CONSULTANT for any premium due for such coverage. The CITY has the option to deduct any such premium from the sums due to CONSULTANT.
Insurance is to be placed with insurers authorized and admitted to write insurance in California and with a current A.M. Best's rating of A-:VII or better. Acceptance of insurance from a carrier with a rating lower than A-:VII is subject to approval by CITY's Risk Manager. CONSULTANT shall immediately advise CITY of any litigation that may affect these insurance policies. “Business positions” shall include, but not be limited to, a role as a director, officers, partner, trustee, employee, or any management position. “Business entities” shall include, but not be limited to, sole proprietorships, partnerships, and corporations.
Was this approved by CC after this? Can this be updated? Attachment No. 1
65318.10350\42126234.1
65318.10350\42126234.1