1 AGREEMENT FOR CONSULTING SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND COMCATE, INC.
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Comcate, Inc., a Delaware corporation ("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, 2 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 Consultant's 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 Consultant's 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 five (5) 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.
3 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 4 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 Indemnitees. 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 Indemnitees.
5 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 6 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 7 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
8 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 16th day of August 2022.
CITY OF REDONDO BEACH, COMCATE, INC.,
a chartered municipal corporation a Delaware corporation __________________________ By: _______________________
William C. Brand, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ ______________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__________________________
Michael W. Webb, City Attorney
9 EXHIBIT "A"
SCOPE OF SERVICES
I. DEFINITIONS
A. EFM Enterprise Edition. EFM Enterprise Edition ("EFM") is a web based citizen contact management service known as eFeedback Manager. It consists of a citizen panel accessed over the Internet.
B. Code Enforcement Manager. Code Enforcement Manager ("CEM") compliments eFM citizen contact management software. It meets the Code Enforcement division's workflow requirements and automates routine tasks.
C. Citizen Mobile Access. Citizen Mobile Access ("CMA") is an application that allows people to report potholes, graffiti, streetlight outages and other issues by taking photos and entering information on their smartphone, tablet, laptop, and other devices.
D. GIS Enterprise. Enables integration with Geographic Information Systems (“GIS”) server data to automatically populate property attributes, including but not limited to ownership info and CDBG eligibility. GIS Enterprise leverages the most up to date tax assessor data to ensure accuracy amongst address validation. GIS Enterprise also allows users to create map views of case locations with the ability to filter cases by priority, case status, and other criteria.
E. Technology. EFM, CEM, CMA, and GIS shall be collectively defined as Technology.
F. Normal Business Hours. Monday to Friday 8:30am to 5:00pm PST.
II. CONSULTANT'S DUTIES
Consultant shall perform the following duties.
A. EFM
1. Provide unlimited "seats" or accounts toCity for the use of EFM.
2. Host database andSSL-encrypted application onsecure server.
3. Provide web based embedded help windows.
4. Provide customization, technical support, on-site training if contracted by the City, maintenance, enhancements, updates, and routine technical support training with respect to the use of the EFM during Consultant's normal business hours.
10 5. Provide routine maintenance, trouble shooting, and repairs, as necessary to ensure City's access to the EFM and City's Data.
6. Except to the extent that upgrades and enhancements of the EFM include new modules or features not previously offered as part of the EFM as of the date hereof, City is entitled to maintenance upgrades of the EFM at no additional cost.
7. Provide all support services during Consultant's normal business hours telephonically, via e-mail, or via modem connection. Consultant shall install "help screens" within the EFM to assist City to utilize the EFM.
B. CEM
1. Provide use of CEM for four (4) Code Enforcement officers ("Full Edit User") and two managers/supervisors ("Read-Only User").
2. Provide City-specific customizations to accommodate City specific work flow of the application.
3. Host database and SSL-encrypted application on secure server.
4. Provide Web based embedded help windows.
5. Provide routine technical support training with respect to the use of CEM.
6. Provide one hour of free web-based training on the use of CEM, including implementation and project management.
7. Provide routine maintenance, trouble shooting, and repairs, as necessary to ensure City's access to CEM and City's Data. Perform these services during Consultant's normal business hours.
8. Except to the extent that upgrades and enhancements of CEM include new modules or features not previously offered as part of CEM as of the date hereof, City is entitled to maintenance upgrades of CEM within the cost of the Agreement.
9. Provide all support services during Consultant’s normal business hours telephonically, via e-mail, or via modem connection. Consultant shall install "help screens" within CEM to assist City to utilize CEM.
C. CMA
1. Provide CMA, which allows people to report on potholes, graffiti, streetlight outages and other issues via smartphones, tablets, laptops, and other similar devices.
11 2. Ensure CMA is downloadable from the Apple's App Store, Google Play Store, and City website.
3. Ensure CMA allows people to upload photos, use their device's location services to automatically map the location of their request, track its status 24/7 via the internet, and correspond with the party while the case is in process.
4. Convert the request submitted through CMA into a case and ensure the case is routed through EFM.
5. Ensure CMA allows the location data to be logged and added via GPS to the case.
6. Configure CMA to integrate with other City used applications, including but not limited to, EFM and CEM.
7. Host Database and SSL encrypted application on secure server for CMA.
8. Provide support services during Consultant's normal business hours by telephone, e-mail, or modem connection.
9. Install "help screen" within EFM help pages for CMA use to assist City in utilizing the Technology.
10.Provide Web Based Embedded help windows in CMA.
D. GIS ENTERPRISE
GIS Enterprise is included in this Agreement.
1. Provide unlimited use of either GIS Enterprise Edition or GIS Lite.
2. Provide unlimited Customer Support.
3. Provide software enhancements and maintenance.
4. Provide full implementation support including project management, training and configurations.
III. ACKNOWLEDGMENTS
A. City expressly acknowledges that City is solely responsible for any use of the Technology, and such use will be entirely at City's own risk. City agrees that the Technology shall not be used for or in connection with any illegal purpose, including intellectual property infringement, fraud, or defamation.
B. Consultant acknowledges that it will "host" the Technology and agrees that it 12 shall backup data, and protect and store City's Data.
C. Consultant shall maintain access rights to City's Data and shall secure such data and Consultant warrants the Technology shall be able to be accessed by Microsoft Edge and above and Google Chrome browser. The Word merge functionality shall be supported on Microsoft Office 2019 and above. The Outlook Module shall be supported on Microsoft Windows 10 and above.
IV. GRANT OF LICENSE AND USE OF PRODUCT
Consultant grants to City a limited, revocable, non-exclusive, and nontransferable license to use the Technology. City may not take any of the following actions.
A. Alter or modify, or create derivative works from the Technology or the accompanying documentation.
B. Publish, rent, sell, loan, lease, distribute, redistribute, transmit, license, sublicense or otherwise transfer or assign the Technology or the accompanying documentation whether by operation of law or otherwise, with or without consideration, and through any means, including without limitation, the Internet or other electronic means.
C. Translate, decipher, reverse assemble, reverse compile or reverse engineer the Technology, or otherwise attempt to discover any source code or underlying Propriety Information (as defined below).
D. Publish or provide any results of any tests run, accounts or other information regarding the Technology to any third party without Consultant's prior written consent or permit any third party to perform such tests.
E. Delete, remove or obscure any proprietary notices of Consultant on the Technology or accompanying documentation.
F. Develop or support any computer software product, which is derived from or based on the Technology.
V. OWNERSHIP OF INTELLECTUAL PROPERTY
Title to, ownership of and intellectual property rights in the Technology, the accompanying documentation, Proprietary Information (as defined below), and all copies thereof shall be and at all times remain with Consultant or its designees, as applicable. All rights not expressly licensed herein are reserved to Consultant.
City hereby acknowledges that this Agreement is a license agreement and not an agreement for sale.
13 VI. CITY'S DATA
In accordance with Section 3 of the Agreement, all data and databases, including but not limited to, any and all communications generated by the City, its officers, employees, elected and appointed officials and citizens, in connection with the use of Technology, and all notes, digital pictures, notices generated by the use of CEM (collectively "City's Data") are owned by City and shall remain the sole property of City. Upon termination of this Agreement, Consultant shall, at the request of City, return or destroy all of City's Data in the possession of Consultant promptly following such request. Consultant shall not use City's Data without the express written consent of City.
VII. NONDISCLOSURE
City acknowledges that, in the course of using the Technology pursuant to this Agreement, City may obtain confidential or proprietary information relating to the Technology, the accompanying documentation to the Technology or Consultant, including without limitation, all technical, know-how and specifications proprietary technical, financial, personnel, marketing, pricing, sales and/or commercial information with respect to the products and services of the parties, as well as ideas, concepts, designs, computer programs and inventions and all record bearing media containing or disclosing such Proprietary Information which are disclosed pursuant to this Agreement, and any information and data which is, or should be reasonably understood to be, confidential or proprietary to the disclosing party (collectively "Proprietary Information”). Proprietary Information shall belong solely to Consultant. Proprietary Information shall not include information that is or becomes publicly known through required disclosure pursuant to federal, state and local laws, including but not limited to, the Public Records Act (California Government Code§ 6250 et seq.) or disclosed through no wrongful act of City. City will not use or disclose Proprietary Information to third parties without the prior written consent of Consultant, and City will undertake reasonable measures to maintain the Proprietary Information in confidence. City agrees to report to Consultant any unauthorized use or disclosure of Proprietary Information of which City has actual knowledge.
In addition to the requirements of Section 26 of this Agreement, Consultant acknowledges that, in the course of supporting and maintaining the Technology for the City, Consultant may obtain information regarding the City and its users of the Technology ("City's Information"). City's Information and City's Data shall belong solely to City. Consultant shall not disclose or use any of City's Information or any of City's Data, which was generated as the result of the City's use of the Technology to any person or entity without the City's prior written consent. Consultant agrees to take all appropriate steps and reasonable measures to protect and maintain the integrity and confidentiality of the City's Information and City's Data.
14 Each party shall protect and safeguard the Proprietary Information, City's Information and City's Data using at least the same degree of care such party uses to protect its own Proprietary Information, City's Information, or City’s Data. 15 EXHIBIT "B"
SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence on July 1, 2022 and continue through June 30, 2023, unless otherwise terminated as herein provided. 16 EXHIBIT “C”
COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
I. AMOUNT. Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
A. FEES. Consultant shall be paid the following amounts, inclusive of all local, state and federal sales taxes.
Item Annual Amount
CMA $3,000.00
eFM $8,826.96
CEM $4,862.04
GIS Enterprise $2,700.00
For any amounts performed during a partial month, the monthly amount shall be prorated on a thirty (30) day basis.
B. ADDITIONAL EXPENSES. In connection with the delivery of any of the services described in the Agreement, Consultant may be reimbursed for actual out-of-pocket reasonable expenses incurred during the performance of this Agreement. However, in no event shall Consultant receive reimbursement without City's prior written approval, which the City may grant in its sole discretion.
C. NOT TO EXCEED AMOUNT. In no event shall the total amount paid to Consultant, including compensation as described in Section I.A of this Exhibit “C” and reimbursement of additional expenses, exceed $25,000.
II. METHOD OF PAYMENT. Consultant shall provide invoices to City for approval and payment based on the fees described herein. Invoices shall be based on the fees described in Section I.A of this Exhibit “C” and expenses incurred, in the month prior to the invoice submission. Invoice shall attach the prior written authorization of the City and copies of receipts to substantiate expense requests.
Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.
III. SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty (30) days of receipt of the invoice, provided, services are completed to City's full satisfaction.
17 IV. 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. Comcate Software, Inc.
144 Linden Street
Oakland, CA 94607
Attention: David Richmond
City. City of Redondo Beach
415 Diamond Street
Information Technology Department
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. 18 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
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.
19 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 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.
20 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, 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.