AGREEMENT FOR CONSULTING SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND COMMUNICATION STRATEGIES, LLC.
THIS AGREEMENT FOR CONSULTING SERVICES ( this " Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and Communication Strategies, a California Limited Liability Company (" Consultant" or Contractor").
The parties hereby agree as follows:
1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."
2. Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit " A" in accordance with the schedule set forth in Exhibit " B".
3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit " C".
GENERAL PROVISIONS
1. Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.
2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, shall be specific for the project herein and shall not be used by the City for any other project without Consultants consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit " A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.
5. Services. The project or services set forth in Exhibit " A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit " C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit " A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultants services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.
6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four 4) years after Consultant's completion of performance of this Agreement.
Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/ or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Consultant.
2 8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City' s requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.
Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.
10. Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: ( 1) all authorized work satisfactorily performed prior to the effective date of termination; and ( 2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant' s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City' s last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons 3 for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.
13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest ( as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest ( as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one ( 1) year.
14. Indemnity. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents ( collectively " Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant' s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Consultant' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or lndemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the lndemnitees.
4 15. Insurance. Consultant shall comply with the requirements set forth in Exhibit " D." Insurance requirements that are waived by the City' s Risk Manager do not require amendments or revisions to this Agreement.
16. Non- Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent ( 25%) or more of the ownership interest in Consultant or twenty-five percent (25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Consultant or its assets in any transaction or series of transactions ( by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant's assets occurs, which reduces Consultant' s assets or net worth by twenty-five percent ( 25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents 5 exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.
23. Non- Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non- exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit " A" which does not pertain to the project description, proposal, or scope of services ( as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement.
26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys' Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees ( including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City 6 shall be waived if not made within six ( 6) months after accrual of the cause of action.
31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one ( 1) year from the date of delivery; and the product shall be fit for its intended purpose( s). Notwithstanding the foregoing, consumable and maintenance items such as light bulbs and batteries) shall be warranted for a period of thirty ( 30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant's expense, including shipping.
Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit " C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.
35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
7 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 18th day of May, 2021.
CITY OF REDONDO BEACH COMMUNICATION STRATEGIES, LLC
CSO- By: e,
William C. Brand, Mayor Name: / UICQLAs duuiag€S
Title: hiREC.-tuft OF PROSEcYS
ATTEST:
EUI
Manzano, Ci le
APPROVED:
Risk Manager
APPROVED AS TO FORM:
14.11142
Michael W. Webb, City Attorney
8 EXHIBIT " A"
PROJECT DESCRIPTION AND/ OR SCOPE OF SERVICES
CONSULTANT' S DUTIES
Consultant shall perform the following duties to assist the City in replacing the City's Avaya CS1000e phone system with a Unified Communications System ("Project").
A. Phase 2 - Requirements Documentation Tasks
1. Develop Request for Proposal (" RFP") and include components, including but not limited to, technical specifications, response criteria, installation requirements, terms and conditions, and warranty.
2. Create standardized pricing and capacity spreadsheets for vendors to review the comparability of bidders.
3. Develop evaluation weighting and scoring matrix.
4. Compile potential vendor list and distribute RFP.
5. Participate in weekly planning meetings.
6. Draft and respond to miscellaneous email; Project manage and follow up weekly.
B. Phase 3 - Vendor Evaluation and Selection Tasks
1. Conduct bidders conference.
2. Assist with any bidder' s questions and answers ("Q& A"), research and formulate responses to all bidders.
3. Read and evaluate all RFP responses, determine compliance and technical merit, clarify and bidder ambiguity.
4. Provide a technical evaluation and scoring of each vendor's proposal.
5. Participate in Short List Decision Process, mediate Q& A, and finalize short list justification reasoning.
6. Provide demo coordination and agenda preparation.
7. Assist in running short list bidder presentation.
8. At a meeting, review vendor presentations with evaluation committee, determine any amendments to requirements based on information gathered in demonstration process.
9 9. At a subsequent meeting, review finalist vendors' presentations, follow up and have a Q& A with finalist vendors.
10. Coordinate and consult on best and final offer to add or remove any revised requirements from the demonstration process.
11. Reference check calls.
12. Assist with a formal recommendation report and a justification presentation, which shall include a draft report, facilitation of consensus editing, and a finalized recommendation report.
13. Present recommendations at City Council meeting( s).
14. Gather final contract documents from the finalist vendor and evaluate contract, terms and conditions, and scope of work for industry best practice and Project requirements.
15. Participate in weekly planning meetings.
16. Draft and respond to miscellaneous emails. Project manage and follow up weekly.
C. Phase 4 - Implementation Support Tasks
1. Conduct a kickoff meeting about the deployment plan and installation schedule.
2. Provide oversight of formal project plan accounting for all vendor and Client resources; establish, update and manage dependencies.
3. Develop business continuity plan
4. Provide Telco design, and order and follow up on carrier services.
5. Follow up on complex/ difficult Telco ordering process.
6. Remediate any VoIP readiness issues not limited to but including cabling, VLANS, power, LAN, WAN.
7. Provide LAN/ QoS design workshops.
8. Provide Telephony Design Workshops and include call coverage, template design, features, class of service, restrictions and dial plan. 10 9. Provide a workshop to design Advanced Unified Communications and include items, including but not limited to instant messaging, presence and collaboration.
10. Provide complete cutsheets with user and phone details.
11. Review final call flow documentation, and cut sheets prior to database freeze.
12. Create and develop User Acceptance Test ("UAT") plan which shall include VoIP failover.
13. Assist in training format, scheduling and reviewing training materials.
14. Develop a communication plan to deliver to the end user community to improve Project acceptance. Provide two communications in the form of an announcement email and a company meeting.
15. Review and remediate vendor executed VoIP QoS readiness assessment.
16. Participate in UAT and failover testing in accordance with the UAT test plan and perform minor remediation as required.
17. Develop a plan to provide for cut over trouble ticket response, resolution and escalation.
18. Provide support at system cutover.
19. Provide system cutover coverage.
20. Manage post install punch list and remediation tasks.
21. Manage vendor's system acceptance process and Project close-out. Review as- built documentation and final exception lists. Provide lessons learned meeting.
22. Participate in weekly planning meetings.
23. Draft and respond to miscellaneous emails. The PM shall follow up weekly.
24. Prepare weekly meeting notes.
It
EXHIBIT " B"
SCHEDULE FOR COMPLETION
The term of this Agreement shall commence on May 18, 2021 and continue through May 17, 2022 ("Term") unless otherwise terminated as herein provided. Upon City Manager's recommendation to the Mayor, this Agreement shall be extended for one year, subject to the same terms and conditions contained herein. However, no extension shall be effective unless the Mayor provides a written letter authorizing the extension at least thirty ( 30) days prior to the expiration of the current term. Consultant' s proposed hours for the scope of work is as follows.
Phase 2- Requirements Documentation Net
Tasks Quantity Hours Hours
A. 1 1 10 10
A. 2 1 2 2
A. 3 1 2 2
A. 4 1 1 1
A. 5 2 0. 5 1
A. 6 2 0. 5 1
Requirements Documentation Tasks Estimated Hours 17
Phase 3- Vendor Evaluation and Selection Net
Tasks Quantity Hours Hours
B. 1 1 2 2
B. 2 8 0. 5 4
B. 3 8 2. 5 20
BA 8 1 8
B. 5 1 2 2
B. 6 3 0. 5 1. 5
B. 7 3 4 12
B. 8 1 2 2
B. 9 2 2 4
8. 10 2 3 6
8. 11 3 0. 5 1. 5
B. 12 1 4 4
B. 13 1 4 4
B. 14 1 6 6
B. 15 16 0. 5 8
B. 16 16 0. 5 8
Travel Time ( 1/ 2 Rate) 2 2 4
10% Contingency Fee 10
12 Vendor Evaluation and Selection Tasks Estimated Hours 107 Net
Phase 4- Implementation Support Tasks Quantity Hours Hours C. 1 1 1 1
C. 2 1 4 4
C. 3 1 2 2
CA 1 5 5
C. 5 1 10 10
C. 6 1 4 4
C. 7 1 2 2
C. 8 4 2 8
C. 9 1 4 4
C. 10 1 8 8
C. 11 2 2 4
CU 2 2 4
C. 13 31 3
C. 14 1 2 2_._..
C. 15 1 2 2
C. 16 1 4 4
C. 17 1 2 2
C. 18 1 5 5
C. 19 1 12 12
C20 1 8 8
C. 21 2 2 4
C. 22 16 1 16
C. 23 16 2 32
C. 24 16 1 16
Travel Time ( 1/ 2 Rate) 2 2 4
10% Contingency Fee 16
Implementation Support Tasks Estimated Hours 182
13 EXHIBIT " C"
COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
1. AMOUNT. Consultant shall be paid an hourly rate of$ 175. 00 in accordance with the following schedule. In no event shall the total compensation, including travel and expenses exceed the following amounts.
Task Net Hours Not to Exceed Cost
Phase 2- Requirement Documentation Tasks 17 2, 975.00
Phase 3- Vendor Evaluation and Selection Tasks 107 18, 725.00 Phase 4- Implementation Support Tasks 182 31, 850.00
Travel and Expenses( Travel Time Excluded) 2, 200.00
Total Not to Exceed Amount 55, 750.00
Travel includes potential air, hotel, ground, and parking for two onsite visits.
There are no mileage charges that apply. Travel time is included in the net hours for each task. Consultant shall invoice on exact costs with cumulative receipts not to exceed a total of$ 2, 200.00.
City will reimburse expenses by Consultant; provided that, the following conditions are met.
1. Expenses are reasonable.
2. Expenses are billed at cost.
3. Consultant provides receipts to the City.
4. Expenses are incurred in the course of Consultant' s duties described herein.
5. Consultant obtains written approval from the City prior to incurring the expense.
2. METHOD OF PAYMENT. Consultant shall provide invoices to City for approval and payment for those services performed in the month prior to invoice submission. Invoices must include the hourly rate, number of hours, service, and expenses incurred. Receipts for expenses shall be attached to the invoice.
Invoice must be itemized, adequately detailed, based on accurate records, in a form reasonable satisfactory to the City.
3. SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty days of City's receipt of Consultant's monthly invoice; provided that services are completed to the reasonable satisfaction and there is no dispute over the amount.
14 4. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Consultant: COM-STRAT, LLC
1222 Grandview Rd
Sebastopol, CA 95472
Attention: Chuck Vondra, Sr. Consultant, Principal
City: City of Redondo Beach
Information Technology Department
415 Diamond Street
Redondo Beach, CA 90277
Attention: Information Technology Director
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
EXHIBIT " D"
INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant's indemnification obligations under this Agreement, Consultant 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 Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance
15 Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, code 1 ( any auto).
Workers' Compensation insurance as required by the State of California.
Employer' s Liability Insurance.
Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $ 1, 000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $ 1, 000,000 per accident for bodily injury and property damage.
Employer' s Liability: $ 1, 000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or( 2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided 16 in the form of an endorsement to the Consultant' s insurance, or as a separate owner's policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant' s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant' s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best' s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City' s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, 17 including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
18 A ORO® CERTIFICATE OF LIABILITY INSURANCE 03/ 22/ 2202 ""' 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(ies) 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 LIC B0B29370 1- 925- 682- 7001 XFMEACT Cheryl Rough Edgewood Partners Insurance Center PRONE 925- 852- 0420 FAx 925- 852- 04] 0 WCN EMI__. Wc xt P. O. Box 232017 E [JPss Cheryl Xough@epicb kers. corn
INSURER( SJAFFORMNG COVERAGE__ .. NATO#
pleasant Hill, G 94523 X$ 0RERA: SENTINEL INS CO LTD 11000 INSURED MSURERR1 HARTFORD ACCIDENT I IND CO 22357
Com- Strat LLC
ORA: Communication Strategies
IXSURER_C'. LLOYD' S OF LONDON
1222 Grandview Rd INSURERD'.__
INSURERE:
Sebastopol, CA 95472 INSURER F:
COVERAGES CERTIFICATE NUMBER: 6168] 02] 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
TYPE OF INSURANCE
A
DD I,
WDPOLICY MDYYI II (emmoIWYY) LIMITS
W
A X COMMERCIALGENERALLIABILRY X X 57SRAPE8450 04/ 27/ 21 04/ 27/ 22 EACHOCCURRENCE S 2, 000, 000 DAMA4e TO REN1EIS
CLAIMS-MADE X OCCUR PREMISES( Es occurrent S 1, 000, 000 MED EXP( Any one person) $ 10, 000
PERSONAL II. ADV INJURY $ 2. 000, 000
GEN LAGGREGATE
PLIMITRO.
APPLIES PER. GENERAL AGGREGATE $ 4, 000, 000
POLICY P
PRO
JECT LOC PRODUCTS- COMPIOP AGG $ Excluded
OTHER'.
A AUTOMOBILELIABILITY 57SBAR118450 04/ 27/ 21 04/ 27/ 22 COMBINEDSINGLELIMIT 2, 000, 000 ANYAUTO TaacNJ BODILYINJURYIPerperson) $
OWNED SCHEDULED BODILY INJURY) Per a¢ IOent) $
AUTOSONLY AUTOS
HIRED NON. OWNED PROPERTYDAMAGE -$
K AUTOSONLY X AUTOSONLY O' era¢ IOent)
A X UMSRELLALIAB X OCCUR 57SBARH8450 04/ 27/ 21 04/ 27/ 22 EACHOCCURRENGE 3, 000, 000 EXCESSLIA6 ICLAIMS. MADE AGGREGATE g 3, 000, 000___
DED X RETENTIONS 10, 000
B
WORRER9CONPENSATIOH X '. 57WECZV1809 04/ 15/ 21 04/ 15/ 22 X STATUTE Jr
ANDENPLOYERS' LIABILITY
ANE. YPRoIMEwm Trveexecrvs YIN L. EACHACCOENT _ IS 1, 000, 000 FHCERMEMBEREXNERExcwDED? HIP
mandatory Is EL. DMEASE- EAEMPLOVEE 5 1, 000, 000
ryesReacnEN antler E. L. DISEASE- POLICY LIMIT $ 1, 000, 000 C Orofe Professional TION OF OPERATIONS Liabilityty ESS0329988458 04/ 14/ 21 04/ 14/ 22 Each Claim 1, 000, 000 Aggregate 3, 000, 000
DESCRIPNON OF OPERATIONS! LOCATIONS I VEHIC ES( PCORD 101, ACJXIomI Remetr Schedule. may Ee Medue Ifmore apace Is required) Additional Insured( s) : City of Redondo Beach, its officers, elected and appointed officials, employees and volunteers.
General Liability coverage rage is primary 6 waiver v of subrogation applies per the attached forme.
Applicable Form( s) : SS00080405 S WC040306
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Redondo Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
531 N Gertrude Ave AUTHORIZEDREPREBENTATIVE
Redondo Beach, CA 90277 CJ J•— a. USA
O 1988- 2015 ACORD CORPORATION. All rights reserved.
ACORD 25( 2016/ 03) The ACORD name and logo are registered marks of ACORD Breeseo
6168] 02]
BUSINESS LIABILITY COVERAGE FORM Policy No. 572PARH8450 This Paragraph f. applies separately to 3) We have issued this policy in reliance you and any additional insured. upon your representations.
3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards
financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for " bodily injury" Coverage Part, we shall not deny any liability and " property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law.
b. With respect to " mobile equipment" to
If other valid and collectible insurance is
available for a loss we cover under this
which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows:
underinsured motorists, no- fault or other
coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also
4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under
insurance by the method described in c.
this Coverage Form:
below.
join us as a
Excess Insurance
a. To or otherwise bring us
into a " suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess,
b. To sue us on this Coverage Form unless contingent or on any other basis:
all of its terms have been fully complied 1) Your Work
with. That is Fire, Extended Coverage,
A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for" your work"; against an insured: but we will not be liable for 2) Premises Rented To You damages that are not payable under the terms of
this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed
insurance for premises rented to you
settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the
permission of the owner;
claimant or the claimants legal representative. 3) Tenant Liability
5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies:
with permission of the owner;
a. As if each Named Insured were the only
4) Aircraft, Auto Or Watercraft
Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom
or use of aircraft," autos" or watercraft to
a claim is made or is brought. the extent not subject to Exclusion g. of
6. Representations
Section A.—Coverages.
5) Property Damage To Borrowed
a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of " property 1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not 2) Those statements are based upon
subject to Exclusion k. of Section A.—
representations you made to us; and
Coverages.
BUSINESS LIABILITY COVERAGE FORM
6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
That is other insurance available to exceeds the sum of:
you covering liability for damages 1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been 2) The total of all deductible and selfadded as an additional insured by that insured amounts under all that other insurance; or insurance.
7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This
any other insurance that is not described in
Insurance this Excess Insurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the
However, the following provisions
Declarations of this Coverage Part.
apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach,
a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you
insurance or none of the loss remains,
have agreed in a written contract,
whichever comes first.
written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers.
b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non- contributory with under this Coverage Part, those rights are the additional insured' s own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring " suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not
Paragraphs( a) and ( b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery ( Waiver insured has been added as an Of Subrogation)
additional insured.
If the insured has waived any rights of
When this insurance is excess, we will
recovery against any person or
have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any" suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that " suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured' s
such person or organization in a contract,
rights against all those other insurers. agreement or permit that was executed prior to the injury or damage.
Form SS 00 08 04 05 Page 17 of 24
BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is
If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional
the person( s) or organization( s) shown in the
Insured Coverages also apply. When any of these
Declarations as an Additional Insured -
Optional Additional Insured Coverages apply,
Grantor Of Franchise, but only with respect to
Paragraph 6. ( Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Sedan C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization( s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment,
1. Additional Insured - Designated Person Or but only with respect to liability for" bodily Organization injury", " property damage" or " personal
WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person( s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability
persons) or organization( s).
for " bodily injury", " property damage" or b. With respect to the insurance afforded to personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any " occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment.
a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been
b. In connection with your premises owned
Leased
by or rented to you. a. WHO IS AN INSURED under Section C. is
2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person( s) or organization( s)
shown in the Declarations as an Additional
a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person( s) or organization( s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of
the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following
b. With respect to the insurance afforded to
additional exclusions apply:
these additional insureds, the following This insurance does not apply to:
additional exclusions apply: 1) Any " occurrence" that takes place This insurance does not apply to:
after you cease to lease that land; or
1) Any " occurrence" which takes place
2) Structural alterations, new
after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such
2) Structural alterations, new
person or organization.
construction or demolition operations
6. Additional Insured - State Or Political
performed by or on behalf of such
Subdivision— Permits
person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional
BUSINESS LIABILITY COVERAGE FORM
Insured — State Or Political Subdivision - e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following dishibution or sale of the products; additional exclusions apply: f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed
1) " Bodily injury", " property damage" or at the vendor's premises in personal and advertising injury" connection with the sale of the arising out of operations performed for
product;
the state or municipality; or
g) Products which, after distribution
2) " Bodily injury" or " property damage"
or sale by you, have been labeled
included in the " product-completed
or relabeled or used as a
operations" hazard. container, part or ingredient of any
7. Additional Insured— Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional h) " Bodily injury" or " property insured the person(s) or organization( s) damage" arising out of the sole referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to " bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this your products" which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's
i) The exceptions contained in
business and only if this Coverage Part Subparagraphs( d) or( f); or provides coverage for " bodily injury" or
property damage" included within the ii) Such inspections, products- completed operations hazard". adjustments,
a
tests or servicing
The insurance afforded to the vendor is make
the vendor
normally
has agreed to
or undertakes
subject to the following additional exclusions: to make in the usual course of 1) This insurance does not apply to: business, in connection with a) " Bodily injury" or " property
the distribution or sale of the
damage" for which the vendor is products.
obligated to pay damages by 2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contractor agreement; products.
b) Any express warranty 8. Additional Insured— Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person( s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured —
d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of:
demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original
container;
Form SS 00 08 04 05 Page 19 of 24
BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance
9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General
a. WHO IS AN INSURED under Section C. is Conditions.
amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person( s) or organization( s) DEFINITIONS
shown in the Declarations as an Additional
Insured —Owner, Lessees Or Contractors, 1. " Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", " property damage" or " personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or
products or services through:
in part, by your acts or omissions or the a. ( 1) Radio; acts or omissions of those acting on your 2) Television; behalf:
3) Billboard;
1) In the performance of your ongoing 4) Magazine;
operations for the additional
insured(s); or
5) Newspaper,
2) In connection with " your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the " products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services: or only if this Coverage Part provides c. Any other publication that is given coverage for " bodily injury" or widespread public distribution. property damage" included within the However, "advertisement" does not include:
products- completed operations
a. The design, printed material, information
hazard".
or images contained in, on or upon the
b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or
does not apply to " bodily injury", " property
damage" or " personal an advertising
b. An interactive conversation between or
injury" arising out of the rendering of, or
among persons through a computer network.
the failure to render, any professional 2. " Advertising idea" means any idea for an architectural, engineering or surveying advertisement". services, including: 3. " Asbestos hazard" means an exposure or 1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. " Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public 2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But " auto" does nol include
10. Additional Insured — Co-Owner Of Insured mobile equipment".
Premises 5. " Bodily injury" means physical:
WHO IS AN INSURED under Section C. is a. Injury;
amended to include as an additional insured b. Sickness; or the person( s) or Organization( s) shown in the
c. Disease
Declarations as an Additional Insured — CoOwner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co- owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. " Coverage territory" means:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC ZV1809 Endorsement Number:
Effective Date: 04/ 15/ 21 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: COM-STRAT, LLC
1222 GRANDVIEW RD
SEBASTOPOL CA 95472
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
Authorized Representative
Form WC 04 03 06 1) Printed in U. S.A.
Process Date: 03/06/21 Policy Expiration Date: 04/ 15/ 22