AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND CASHEL CORPORATION DBA INTEGRATED MEDIA SYSTEMS
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Cashel corporation, a California corporation dba Integrated Media Systems ("Contractor" or "Consultant").
The parties hereby agree as follows:
A. Description of Project or Scope of Services. The project description or scope of Sily or services require yo be periormed by cigare sortin its of B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
C. Com exhalion. City agrees to pay Contractor for work performed in accordance Insurance. Contractor shall adhere to the insurance requirements outlined in Exhibit "D", unless otherwise waived by the City's Risk Manager. *****
GENERAL PROVISIONS
Independent Contractor. Contractor acknowledges, represents and warrants that Contractor 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. Contractor 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 Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor 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, Contractor 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 Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor 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 Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor 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 Contractor, 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 Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.
Records. Contractor, 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". Contractor, 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 Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
2 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 Contractor.
Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor 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 Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor 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.
Professional Ability. Contractor acknowledges, represents and warrants that Contractor 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 Contractor as a material inducement to enter into this Agreement.
Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.
10. Business License. Contractor 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 Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor 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 Contractor for this Agreement prior to Contractor's receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor'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.
3 12. Termination in the Event of Default. Should Contractor 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 for such termination. Contractor 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 Contractor's breach of this Agreement.
13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor 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. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor 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, Contractor 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 Contractor'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. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor 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 Contractor 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. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Contractor 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. Contractor 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 non- discrimination laws.
18. Non-Discrimination. Contractor shall comply with all applicable federal, state, and local laws, ordinances, regulations, and codes prohibiting discrimination, including but not limited to the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and the California Fair Employment and Housing Act.
Contractor shall not discriminate against any employee or applicant for employment on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military and veteran status, or any other legally protected characteristic. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment. Contractor shall include a similar non-discrimination provision in all subcontracts related to the performance of this Agreement.
19. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor 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 Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor 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 Contractor or 5 twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Contractor 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 Contractor's assets occurs, which reduces Contractor's assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
20. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor 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.
21. 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 exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.
22. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
23. 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 Contractor.
24. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
25. 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 Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
26. Time of Essence. Time is of the essence of this Agreement.
27. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
6 28. 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."
29. 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.
30. 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.
31. Claims. Any claim by Contractor 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 shall be waived if not made within six (6) months after accrual of the cause of action.
32. Interpretation. Contractor 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.
33. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor 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.
Contractor warrants the system installation for a period of ninety (90) days. Manufacturers' warranties apply to purchased equipment as described herein. Excluded from the warranty is damage or failure due to City's abuse, misuse, or failure to observe equipment operational specifications and limitations. Further, excluded are operational supplies, including lamps and City furnished equipment. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping. Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
34. 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. 7 35. 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 Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, 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 Contractor.
36. 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 18'h day of March, 2025.
CITY OF REDONDO BEACH, CASHEL CORPORATION, a California a chartered municipal corporation corporation dba Integrated Media Systems Signed by: - DocuSigned by:
Ria Brad Caldwell
For
-73563B93D8B8469... By: Brad Cave 78.
James A. Light, Mayor Name:
Title: President
Paige Kaluderovic,
Mayor Pro Tempore
ATTEST: APPROVED:
- DocuSigned by: Signed by:
Cleanor Manzano Diane Strikfaden
- 72F2AC716C214CF ABED8CF35EEF48C
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
-DocuSigned by:
Michael W. Webb
669049EDE03D402.
Michael W. Webb, City Attorney
9 EXHIBIT "A"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
CONTRACTOR'S DUTIES
Contractor shall provide remote monitoring, support services, preventive maintenance, and equipment maintenance for the City Council Chamber and Library Multi-Purpose Room audiovisual ("AV") and the broadcast AV systems installed by Contractor.
A. System Monitoring
Contractor shall:
1. Perform remote checks of Internet Service Provider ("ISP") uptimes, slow internet connections (latency), intermittent internet disconnects (packet loss) and Domain Name Server ("DNS") checks to ensure Contractor has system access.
2. Identify the key point devices.
3. Provide automated monitoring and reporting on the key point device status of core components with the AV and Broadcast systems, including but not limited to, routers, switches, control processors, touch panels, video wall display, power distribution, and UPS units
B. Remote Troubleshooting and Management
Contractor shall:
1. Remotely login into the AV and Broadcast system to troubleshoot and identify the source of problems reported by the monitoring system to attempt to mitigate the issue remotely. If the issue cannot be resolved remotely due to equipment failure or offline devices that cannot be accessed, further troubleshooting will be provided via phone or onsite.
2. Conduct remote troubleshooting and repair of the City Council Chamber and Library Multi-Purpose Room AV and Broadcast systems.
C. Remote Reboot Capabilities
Contractor shall provide the following services if the equipment supports remote reboot functionality.
1. Remote software reboots to equipment for selected control processors, touch panels, and soft reboots on certain devices where there are remote reboot capabilities.
2. Hard reboots of devices through IP based UPS units and certain network switches.
10 3. Log in to the system remotely and reboot a device or grouping of devices in the event a device indicates signs of failure or problems.
D. Remote Firmware Updates
Contractor shall:
1. Perform remote firmware updates when troubleshooting indicates that a firmware update is required to resolve an issue and ensure all devices operate to manufacturer's specifications.
2. Conduct firmware updates reviews as part of Contractor's standard operating procedure during troubleshooting of reported issues.
3. Evaluate the potential risks in downloading firmware remotely to determine the best course of action before proceeding.
4. Perform remote firmware downloads in emergency situations. If the situation is deemed an emergency by the City, and firmware updates are conducted remotely without Contractor personnel onsite, Contractor will not be held liable for failed or faulty firmware downloads.
E. On-Site Preventive Maintenance
Contractor shall ensure its engineer and technicians perform the following:
1. Conduct four (4) scheduled annual preventive maintenance services, with each visit consisting of up to six (6) hours onsite system testing and adjustment.
2. Perform systematic checks of each device in the system for proper operation.
3. Make any necessary adjustments to the equipment, evaluate the system and devices for any apparent issues, and verify appropriate equipment and system operation.
4. Provide City with a written overall assessment of City's system and a copy of the review checklist with associated notes upon completion of the maintenance check.
5. Address City's inquiries regarding new functionality or products.
6. Perform additional maintenance beyond the scheduled visits only upon City's written approval.
7. Preventive Maintenance Process
Contractor shall:
a. Perform cleaning, inspection, testing services and adjust equipment. 11 b. Converge and color balance the Chamber video wall as appropriate or required, such as at times when modules are replaced or if color balance issues are identified during preventative maintenance. c. Perform any required manufacturer maintenance in accordance with the manufacturer's guidelines.
d. Test, adjust, and balance the audio systems to ensure microphone and audio sources are intelligible in the space.
e. Perform the following maintenance as part of the Preventative Maintenance Process:
i. Video Wall
a. Test and confirm video wall control (on/off and input selection).
b. Inspect and test video wall operation.
ii. Speakers
a. Check and confirm speaker audio levels and quality.
b. Check and confirm speaker control, including volume, speaker switching, and combining.
ili. Microphones
a. Perform visual check of microphone connectors and cable conditions.
b. Check microphone levels, quality, volume adjustments, and mute controls.
c. Check wireless microphone transmitters, windscreens, battery compartments, and connectors.
d. Conduct individual check of wireless microphone TX/RX frequency pairing.
iv. Dais and table input plates and cable cubbies
a. Perform visual check of input jack, connectors, and cables. b. Inspect and repair HDMI pins for misaligned pins.
v. Digital Recorders
a. Perform a visual check of the recorder's front panel condition.
b. Check and confirm recorder transport controls, including stop, play, pause, fast-forward, rewind, and record
functions.
12 c. Check recorder transport operation through the control panel.
vi. Broadcast Cameras
a. Perform a visual check of camera exterior condition, including mounting hardware and connectors.
b. Clean lens as required.
c. Check and confirm camera control through the control panel or remote.
d. Check and confirm cameras power up and down.
e. Check and confirm camera preset positions.
vii. Broadcast Systems
a. Inspect and check control operation.
b. Check system start up application.
c. Verify operation of all control surfaces.
d. Verify control of all devices.
e. Verify operation of broadcast devices and output levels. vili. Virtual and Hybrid Meeting Systems
a. Inspect and check control operation.
b. Verify audio and video signal path.
c. Perform test calls to verify operation Streaming Systems. d. Inspect and check control operation.
e. Verify audio and video signal path.
f. Enable test stream to verify operation.
ix. UPS
a. Inspect and check all UPS devices.
b. Evaluate battery operating condition to ensure full
operations.
x. Equipment Racks: Inspect and check rack condition including rack mounted equipment
xi. Touch Panels
a. Inspect and check physical condition of the panel; clean or wipe down as necessary.
b. Check panel button operation.
c. Check all control cable connections. Re-terminate and re- seat connectors, including but not limited to, cases where a touch panel cable has been strained due to aggressive
movement of the panel and a connector has been
damaged.
13 Xii. Floor Boxes
a. Clean and inspect all floor boxes for debris and foreign objects.
b. Inspect and test input, output jacks, and cabling to ensure proper connectivity.
F. Cisco Switch Maintenance
Contractor shall:
1. Provide Cisco switch maintenance coverage for network switches that are a part of the AV systems.
2. Provide maintenance coverage for the following switches based on Cisco's end-of-service timeframes as follows:
CATALYST 9300 48-PORT UPOE - 36 Months
SG350-28MP 28-port Gigabit POE - 19.3 Months
SG350-10MP 10-port Gigabit POE - 19.3 Months
G. Preferred Priority Technical Service
Contractor shall:
1. Respond to monitoring system notifications via email ([email protected]) or phone requests from the City during normal business hours (Monday through Friday, 8:30 a.m. to 5:00 p.m. PST), identifying or requesting required repair services on covered equipment.
2. Perform remote diagnostics to assess the problem and attempt to fix the issue remotely.
3. If remote troubleshooting and repair is unsuccessful, provide assistance to the City over the telephone.
4. If telephone support does not resolve the issue, dispatch a technician or an engineer to the site during normal business hours.
5. Except as otherwise provided herein, provide the services in this section, on a Time and Materials basis at the hourly rates provided in Section I.A. 2 of Exhibit "C" during normal business hours.
6. Offer after-hours support upon City's request, subject to additional charges based on Contractor's hourly rates for after-hours support as defined in Exhibit "C".
7. Not be obligated to provide or perform repair service after normal business hours unless specifically requested by the City. 14 H. Field Service Process
Contractor shall:
1. Respond to field service requests on an expedited basis.
2. Ensure its technician performs a system test to duplicate and diagnose the issue once dispatched to the room.
3. Ensure its technician will take one of the following actions once the issue has been diagnosed.
4. Problem diagnosed and resolved: If the issue is resolved during the initial visit, re-test the system to ensure the problem has been resolved and the system is operating per original installation specifications (display, audio and configuration).
5. System equipment repair required: If repair is required for any system component, take the following steps upon City's approval. a. Remove the defective equipment.
b. Arrange for an RMA for the defective equipment from the manufacturer or manufacturer authorized repair center and arrange shipment.
c. Coordinate equipment repair with the repair provider. Upon completion of the repair and receipt of the returned equipment from the manufacturer or repair center, contact City to determine room availability and schedule a return service visit.
d. Reinstall the repaired equipment, reload applicable software and perform appropriate equipment and system testing to ensure device functionality and appropriate interface to the system.
I. Exclusions
Contractor will not cover the following:
a. Equipment Alterations
Unauthorized modifications made by non-Contractor's
personnel who have altered, repaired or modified the wiring interconnections or covered equipment of this Agreement, except as expressly directed by Contractor.
її. • City furnished equipment or equipment, components, wiring or other parts that have been added to the covered equipment without written notification to, and acceptance by, Contractor. b. Computers, network hardware, firmware and software or failures caused by computer or network firmware or software updates to equipment not provided and installed by Contractor.
Projection screens and projection screen control devices, knobs, projection lamps, bulbs, trim, trim parts, LCD optical units, LCD panels, cabinetry, ILA optical units, DMD optical units, DLP optical 15 units, or batteries.
d. Contractor will not provide repairs to covered equipment if the necessary repair support and parts are unavailable from the original manufacturer of the equipment or an authorized repair provider. The City will bear the responsibility to acquire suitable replacement equipment. The City may be responsible for additional equipment or control system programming and system reconfiguration to accommodate the use of replacement equipment.
e. Failure of equipment or room functionality caused by fire, utility service disruptions, unconditioned or fluctuating electrical power, or natural and environmental causes such as earthquake, tornado, lightning, corrosion, flood, or other acts of God, or other causes beyond Contractor's reasonable control.
f. Failure of equipment or room functionality caused by City abuse, misuse, negligence, or previously installed or used equipment, which is not operating to manufacturer's specifications.
g. System alterations or enhancements not provided by Contractor. h. Control system changes or other software programming changes. i. Failures or faults caused by structural, mechanical, electrical, or plumbing systems or devices not installed by the Contractor and not specifically covered under this Agreement.
j. Inability of the covered equipment to perform in a manner other than for which it was designed and intended.
Il. CITY'S DUTIES
City will:
A. Provide all required network infrastructure, internet services and configuration of network and internet access to Contractor's specifications.
B. Maintain the Contractor installed remote monitoring appliance in the City Council Chamber and Library Multi-Purpose Room, allowing a continuous connection. The appliance will be leased from the Contractor for the duration of this Agreement.
C. Maintain reliable, timely, electronic connection to the Internet.
D. Obtain, install, operate and maintain, at City's expense, all necessary hardware, software, and telecommunications connections, services and equipment, compatible to allow the Contractor to continuously monitor the Systems via the Internet.
E. Use the designated email address [email protected] for all service requests.
16 F. Maintain a pre-paid hourly service pool of engineering and technician time as follows:
1. Ten (10) hours of engineering time throughout the duration of this Agreement.
2. Ten (10) hours of technician time throughout the duration of this Agreement.
3. Prepaid hours are included as part of the Agreement.
4. Any hours depleted during a covered year, will be automatically renewed in ten (10) hour increments by the City.
5. Any unused hours at the end of each twelve (12) month period starting from the Agreement's commencement date, shall roll-over for use in the following twelve (12) month period.
6. Any unused hours remaining beyond the roll-over period will be forfeited. 17 EXHIBIT "B"
TERM AND TIME OF COMPLETION
TERM. The term of this Agreement shall commence on March 1, 2025 and expire February 29, 2028 ("Term"), unless otherwise terminated as herein provided.
Upon termination of this Agreement, the Appliance or any other equipment leased from Contractor remains the property of Contractor. City authorizes Contractor to recover any such Appliance or other equipment from the City Council Chamber and Library Multi-Purpose Room in the event City fails to return the same. 18 EXHIBIT "C"
COMPENSATION
Provided Contractor is not in default under this Agreement, Agreement shall be compensated as provided below.
I. AMOUNT
A. Annual Service Fee: Contractor shall be paid an annual service fee of $40,240.00 per year for the services described in Exhibit "A", which includes remote system monitoring, troubleshooting and preventive maintenance, and system maintenance. In addition to the annual service fee, the City may utilize a prepaid service pool for engineering and technician time, as detailed below.
Professional Services Amount
First Year of the Plan $ 40,240.00
Second Year of the Plan $ 40,240.00
Third Year of the Plan $ 40,240.00
Professional Services Pool of Time
Engineering Services - Ten (10) hours @$175.75 per hour $ 1,757.50 Professional Services Pool of Time
Technician Services - Ten (10) hours $118.75 per hour $ 1,187.50 Total Cost for Three Years $123,665.00
B. Fees Outside Preventative Maintenance: Additional fees shall only apply to professional services time, materials and expenses required to diagnose, repair or replace defective equipment or systems if such services fall outside the scope of preventative maintenance as defined in Exhibit "A". Any such additional work will be billed on a Time and Materials basis as set forth below.
Staff Hourly Rate
Consultant, Principal $237.50
Engineer $175.75
Drafting $175.75
Technician $118.75
Administration $ 70.00
Travel (travel time per person) At above rate Shipping and Handling After Hours Support - Mon-Fri 1.5X above rates
Weekend Support - Sat & Suni 2X above rates
Expenses At Cost
C. Fees After Hours or Weekends: If repairs are requested after normal business hours (Monday through Friday, 8:30 a.m. to 5:00 p.m. PST) or Weekends (Saturday through Sunday), those repairs will be billed per the hourly rates indicated in the fee schedule provided in Section I.B of this Exhibit "C" for After Hours or Weekend Support, as applicable.
II. EXPENSES. Contractor will be reimbursed for expenses at cost; provided however, that Contractor obtains City's prior written authorization and provides written documentation evidencing the expenditure. Reimbursable expenses include the following.
A. Costs of parts
B. Replacement items
C. Freight and handling
D. Expenses directly related to the scope of work, including but not limited to, E. Additional engineering or technician time required above and beyond the prepaid pool hours indicated above.
NOT TO EXCEED AMOUNT. In no event shall the total amount paid to Contractor, including the annual service fees, additional pre-paid service pool of engineering and technician hours, additional fees for services outside the scope of preventative maintenance, and after-hours or weekend work exceed $136,031.50 during the term of this Agreement.
IV. METHOD OF PAYMENT. Contractor shall submit invoices in accordance with the following provisions:
A. Initial Year: The cost for the first year of the plan upon execution of the Agreement, and Contractor's services shall commence immediately upon execution.
B. Subsequent Years: Contractor shall invoice the City annually, within forty-five (45) days of each anniversary of the Agreement's commencement date.
C. Ten Hour Blocks: Contractor shall invoice the City for additional ten (10) hour blocks of engineering and/or technician hours once 70% of a current block is utilized.
D. Invoices shall include the following details:
1. Description of services provided
2. Dates of service
20 3. Number of hours worked (if applicable)
4. Hourly rate applied
5. Annual service fee as outlined in Section I.A.
Prepaid pool hours for engineering and technician time in increments of ten (10) hours.
7. List of equipment received and invoiced if applicable
8. Applicable sales tax and freight costs
9. Itemized expenses incurred (with City's prior authorization)
10. Copies of receipts to substantiate expense requests Invoices must be itemized, adequately detailed, based on accurate records, in a form reasonably satisfactory to City. If no work is performed in a given month, no invoice is required. Invoices must attach the prior written authorization of the City and copies of receipts to substantiate expense requests. Contractor may be required to provide back-up material upon request.
V. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty (30) days of City's receipt of Contractor's invoice.
VI. NOTICE. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid, email, or personally served, and addressed to the following parties.
Contractor: Cashel Corporation dba Integrated Media Systems Corporate Office
200 McCormick Ave.
Costa Mesa, CA 92626
Attention: Brad Caldwell, CEO
Email: [email protected]
City: City of Redondo Beach
Information Technology Department
415 Diamond Street
Redondo Beach, CA 90277
Attention: Information Technology Director
Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are deemed received as follows: (1) on the second business day after emailing, provided that no "bounce-back" or similar message indicating non-delivery is received; (2) on the third day after mailing if sent by registered or certified mail; or (3) upon personal delivery. 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 in accordance with this section.
21 EXHIBIT "D"
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor's indemnification obligations under this Agreement, contractor shall procure and maintain for the duration of the contract insurance agains laims for iniuries to persons or damages to property which may arise from or ir connection with the performance of the work hereunder by the Contractor, 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
Contractor shall maintain limits no less than:
Groperay damiye 10 ,00 a greate limit shal a iny separately inhis 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 Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
22 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 Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor'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 Contractor.
For any claims related to this project, the Contractor'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 Contractor'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 Contractor'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.
23 Verification of Coverage
Contractor 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
Contractor 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
Contractor 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.
24 INTEMED-01 NOELLE
ACORD DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 3/25/2024
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
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. this cericate does not confer subs fot te ce fate holder indieu of suth odorse metin policies may require an endorsement. A statement on
PRODUCER CANTACT
Snapp & Associates Insurance Services, LLC PHONE FAX, No): (619) 908-3110 (AVC, No, Ext): (619) 908-3100
3838 Camino Del Rio, N. Ste. 310
San Diego, CA 92108 ADDRESS: [email protected]
INSURERS) AFFORDING COVERAGE NAIC #
INSURERA: Citizens Ins Co of America 31534
INSURED INSURER B: Allmerica Financial Benefit 41840
Cashel Inc. DBA Integrated Media Systems INSURER C: Spinnaker Insurance Company 24376 200 McCormick Ave INSURER D:
Costa Mesa, CA 92626
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
EXCLUSION ON POLES SHONE BEEN HERE SECTALL THE TERMS,
INSR POLICY NUMBER LIMITS
TYPE OF INSURANCE
LTR
A X COMMERCIAL GENERAL LIABILITY 1,000,000
EACH OCCURRENCE $
CLAIMS-MADE X OCCUR 4/1/2024 4/1/2025 AMAGE TO RENTE 300,000 X X ОВЗН99173802 PREMISES (Ea occurrence
MED EXP (Any one person. 5,000
PERSONAL & ADV INJURY $ Included
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY LOC PRODUCTS - COMP/OP AGG $ Included
OTHER: $
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMI 1,000,000
Ea accident
ANY AUTO ОBЗH99173802 4/1/2024 4/1/2025 BODILY INJURY (Per person) $ AUTOS ONLY STALED BODILY INJURY (Per accident)
X ARES ONLY X NONOS ONER Per accide DAMAG $
$
A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 2,000,000
EXCESS LIAB CLAIMS-MADE ОВЗH99173802 4/1/2024 4/1/2025 2,000,000 AGGREGATE $
DED REtENTION $ $
B WNDEMPLOVERS LABILIN X StATUTE T
W23H99174103 4/1/2024 4/1/2025 E.L. EACH ACCIDENT $ 1,000,000 NIA 1,000,000
E.L. DISEASE - EA EMPLOYEE $
DESORUPTION OF OPERATIONS below 1,000,000
E.L. DISEASE - POLICY LIMIT $
C Cyber Liability BLUCBDA60JMH2200 9/23/2023 9/23/2024 OCC/AGG 3,000,000 RE Operations of the named insured see for on policy. the cy or on Beach, its officers, elected and appointed
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Redondo Beach City Clerk's Office ACCOROANCE WITH TAE POLICY PROVISIONS. NOTICE WILL BE DELIVERED IN 415 Diamond Street
Redondo Beach, CA 90277
AUTHORIZED REPRESENTATIVE
ACORD 25(2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES Limits Page
1. Additional Insured by Contract, Agreement or Permit Included 1 Additional Insured - Broad Form Vendors Included
2. Alemated Premises
Included
Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators
5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included
6. Personal and Advertising Injury - Broad Form Included 4
7. Included 4
Product Recall Expense Each Occurrence Limit ฿25,000
5 Occurrence
Product Recall Expense Aggregate Limit $50,000
5 Aggregate
Product Recall Deductible $500 5
8. Unintentional Failure to Disclose Hazards Included 6
9. Unintentional Failure to Notify Included 6
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.
The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: occupy; or
1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use o Permit equipment leased to you
The following is added to SECTION II - The insurance afforded to such additional LIABILITY, C. Who Is An Insured: insured described above:
Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and
a. Any person or organization with whom you (2) Will not be broader than the insurance which you are required by the contract,
agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily required by the written contract, written "property damage" or "personal and
agreement or permit.
advertising injury" caused, in whole or in
part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury". (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury' is otherwise excluded permit; from coverage under this Coverage Part,
including any endorsements thereto.
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c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance:
issued prior to the "bodily injury. 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury" 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations
(3) To any lessor of equipment:
e. All other insuring agreements, exclusions,
(a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured - Broad Form Vendors damage", "personal and advertising following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C. Who Is An Insured:
of the lessor.
Additional Insured - Broad Form Vendors
(4) To any:
a. Any person or organization that is a vendor
(a) Owners or other interests from whom with whom you agreed in a written contract been leased the
"occurrence" takes place or the
additional insured under this Coverage Part
offense is committed after the lease
is an insured, but only with respect to liability
for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the vendor's business.
the offense is committed after
you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above:
(ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage" "personal injury" law;
"advertising injury" arises out of (2) Will not be broader than the insurance structural alterations. new
which you are required by the contract or
construction or demolition
agreement to provide for such vendor;
operations performed by or on
behalf of the manager or lessor. (3) Will not be broader than coverage provided to any other insured; and
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising (4) Doroperty damage toe personal and out of the rendering of or the failure to "property damage" "personal render any professional services. advertising injury" is otherwise excluded trom coverage under this Coverage Part.
This exclusion applies even if the claims including any endorsements thereto against any insured allege negligence o
the supervision c. With respect to insurance afforded to such hiring, employment, applers, the following additional exclusions nonitoring of others by that insured, i
the which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to:
the offense which caused the "persona (1) "Bodily injury" or "property damage" for advertising injury" involved the
rendering of or failure to render any which the vendor is obligated to pay damages by reasons of the assumption of
professional services by or for you. liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in dded to SECTION II - LIABILITY, D. Liabilit agreemesence of the contract or and Medical Expense Limits of Insurance
(2) Any express warranty unauthorized by
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(3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance:
(4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement purpose inspection, described in Paragraph a.; or
demonstration, testing, the
2. Available under the applicable Limits of
substitution of parts under instruction
Insurance shown in the Declarations;
from the manutacturer, and then
repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such applicable Limits of Insurance shown in the Declarations.
adjustments, tests or servicing as the or normall
vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION I| - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage of the product; Jamage to Property, paragraph (2) is replaced bi (6) Demonstration, installation, servicing or the following:
operations, except (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have
(7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned container, 4. Broad Form Property Damage - Borrowed
ingredient thing or Equipment, Customers Goods, Use of Elevators substance by or for the vendor;
a. The following is added to SECTION II -
"Bodily injury" "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property:
those of its employees or anyone else
behalf. Paragraph (4) does not apply to "property
acting However, this
exclusion does not apply to: damage" to borrowed equipment while at a jobsite and not being used to perform
(a) The exceptions contained within the operations.
exclusion in subparagraphs (4) or (6)
above; or Paragraph (3), (4) and (6) do not apply to
"property damage" "customers goods"
(b) Such inspections, adjustments, tests while on your premises nor to the use of servicing vendor has elevators.
undertakes to make in the usual b. For the purposes of this endorsement, course of business, following definition is added to SECTION II - with the distribution or sale of the LIABILITY, F. Liability and Medical Expenses products. Definitions:
(9) "Bodily injury" or "property damage" 1. "Customers goods" means property of your customer on your premises for the
purpose of being:
place before you have signed the
contract or agreement with the vendor. a. Worked on; or (10) To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11) Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or
container, , entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's we roundero anna s or containing such products. and Paramedics
d. With respect to the insurance afforded to SECTION I! - LIABILITY, C. Who Is An Insured, these vendors, the following is paragraph 2.a.(1)(d) does not apply to a nurse, Medical Expense Limits of Insurance:
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emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following:
business or occupation of providing medical,
o. Recall of Products, Work or Impaired
paramedical, surgical, dental, x-ray or nursing
Property
services.
Damages claimed for any loss, cost or
6. Personal Injury - Broad Form
expense incurred by you or others for
a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall Additional Exclusions Applicable only inspection, repair, replacement "Personal and Advertising Injury", paragraph adjustment, removal or disposal of:
e. is deleted. (1) "Your product";
b. SECTION II - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal
and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization
because of a known or suspected defect,
c. The following is added to SECTION II -
deficiency, inadequacy or dangerous
LIABILITY, F. Liability and Medical Expenses condition in it, but this exclusion does Definitions, Definition 14. "Personal and not apply to "product recall expenses" advertising injury": that you incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the
feelings or reputation of a natural person, However, the exception to the exclusion does not apply to "product recall
but only if such "discrimination" is: expenses" resulting from:
(1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of:
their intended purpose;
(a) The insured; (5) Breach
of warranties of fitness,
(b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or
(6) Loss of customer approval, or any
member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval;
"emplovee" not to the employment,
(7) Redistribution or replacement of
prospective employment or termination
"your product" which has been
of any person or persons by an insured. recalled
by like products or
d. For purposes this endorsement, the substitutes;
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses (8) Caprice or whim of the insured; Definitions: (9) A condition likely to cause loss of
which anv insured knew or had
1. "Discrimination" means the unlawful
reason to know at the inception of
treatment of individuals based upon race, this insurance; color, ethnic origin, gender, religion, age,
or sexual preference. "Discrimination" (10) Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11) Recall of "your products" that have emotional impairment any no known or suspected defect solely combination of these. because a known or suspected
e. This coverage does not apply if liability defect in another of "your products" coverage for "personal and advertising has been found.
injury" is excluded either by the provisions of b. The following is added to SECTION I - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.:
7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 012998
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c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid.
Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the separately
consecutive annual period
SUMMARY OF COVERAGES of this
endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months.
(1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for the purposes of determining the Limits of
(3) Number of "your products"
withdrawn.
d. The following is added to SECTION I -
b. The Product Recall Expense Aggregate
Limit is the most that we will reimburse LIABILITY, E. Lability and Medical Expense General Conditions, 2. Duties in the Event of
you for the sum of all "product recall
"covered Occurrence, Offense, Claim or Suit:
expenses" incurred all
recalls" initiated during the policy period. You must see to it that the following are done in the event of an actual or anticipated
c. The Product Recall Each Occurrence "covered recall" that may result in "product Limit is the most we will pay in recall expense":
connection with any one defect or
deficiency. (1) Give us prompt notice of any discovery
or notification that "your product" must
d. All "product recall expenses"
be withdrawn or recalled. Include a
connection with substantially the same
description of "your product" and the
reason for the withdrawal or recall;
deemed to arise out of the same defect
deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of
distribution of like or similar products
e. Any amount reimbursed for "product until it has been determined that all recall expenses" in connection with any such products are free from defects that one "occurrence" will reduce the amount
could be a cause of loss under this
of the Product Recall Expense Aggregate insurance.
Limit available for reimbursement of
"product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION Il - LIABILITY, F. Liability and Medical
If the Product Recall Expense Aggregate Expenses Definitions:
Limit has been reduced by
reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense body has determined that a known or Occurrence remaining defect, deficiency,
Limit, the
Aggregate Limit is the most that will be
available for reimbursement of "product
recall expenses" in connection with any
other defect or deficiency. 2. "Product recall expense(s)" means:
Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of
"product recall expenses" which are in
excess of the $500 Product Recal
Deductible. The Product Recall
Deductible applies separately to each
"covered recall". The limits of insurance
will not be reduced by the amount of this
deductible.
Ne may, or will if required by law, pay al
or any part of any deductible amount, it
applicable. Upon notice of our payment
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(2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or
(3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded from coverage under this
Coverage Part including endorsements
(4) Hiring additional persons, other
than your regular "employees"; thereto.
(5) Expenses incurred by "employees" 8. Unintentional Failure to Disclose Hazards including transportation The following is added to SECTION lI accommodations; LIABILITY, E. Liability and Medical Expenses General Conditions:
(6) Expenses to rent additional
warehouse or storage space; Representations
(7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy employed trash provided such failure is not intentional. or disposal are 9. Unintentional Failure to Notify
required to avoid "bodily injury'
or "property damage" as a result The following is added to SECTION II - of such disposal, LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of
you incur exclusively for the purpose Occurrence, Offense, Claim or Suit:
of recalling "your product"; and
Your rights afforded under this Coverage Part
b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an "occurrence", offense, claim or "suit" f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury" "property damage" "personal and advertising injury" is not
covered under this Policy.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 012999
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
OTHER INSURANCE - NON-CONTRIBUTORY
BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
COMMERCIAL LIABILITY UMBRELLA COVERAGE PART
The following added to SECTION IV - (2) When the Additional Insured is an Additional CONDITIONS, 5. Other Insurance: Insured under another liability policy.
Other Insurance - Non-Contributory This insurance is excess over any other insurance a written contract, written available to the Additional Insured under which the nated or pray and nor rain try bal not
(1) For the sole negligence of the Additional
Insured; or
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -
COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SCHEDULE
Name Of Person Or Organization Location And Description Of Completed Operations
LOS ANGELES DEPARTMENT OF WATER &POWER WHERE WORK IS COMPLETED
BLANKET - AS REQUIRED BY CONTRACT WHERE WORK IS COMPLETED
CITY OF CHINO HILLS WHERE WORK IS COMPLETED
(if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
For the purpose of coverage provided by this agreement, the insurance afforded to such endorsement, the following changes are made to additional insured will not be broader than SECTION II - LIABILITY: that which you are required by the contract or agreement to provide for such additional
A. The following is added to SECTION II -
insured.
LIABILITY, C. Who Is An Insured:
B. The following is added to SECTION Il
Any person or organization LIABILITY, D. Liability And Medical Expenses Schedule above is also an additional insured, Limits Of Insurance:
but only with respect to liability for "bodily
injury" or "property damage" caused, in whole If coverage provided to the additional insured is or in part, by "your work" required by a contract or agreement, the most designated we will pay on behalf of the additional insured is above, performed for that additional insured and the amount of insurance:
included in the "products-completed operations 1. Required by the contract or agreement; or
2. Available under the applicable Limits of
However: Insurance shown in the Declarations;
1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitte
by law; and
Bertrandone or insurance store in the
2. If coverage provided to the additional
insured is required by a contract or
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