EBIX Insurance No. S200004897
AGREEMENT FOR SERVICES
between the
CITY OF SANTA CLARA, CALIFORNIA, (“city”)
and
Alliant Insurance Services, Inc., a California corporation ("Consultant")
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Alliant Insurance Services, Inc. a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and, The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT Terms and conditions
AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2026 and terminate on June 30, 2028.
Scope of Services & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
QUALIFICATIONS OF CONTRACTOR - STANDARD OF care
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Seven Hundred Sixty-Six Thousand One Hundred Thousand Dollars ($766,100), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
TERMINATION
Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents (collectively “Indemnitees”) from and against any third-party claims, injuries, liabilities, losses, costs, expenses or damages, including reasonable attorney’s fees but only to the extent caused by the negligent acts, errors or omissions, or willful misconduct of Contractor, its officers, employees, or subcontractors in the performance of the Services under this Agreement including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services. Contractor shall have no obligation to indemnify or defend Indemnitees to the extent that such claims, damages, losses, liabilities, costs or expenses are caused by the negligence or willful misconduct of any Indemnitee or by acts or omissions of insurers, reinsurers. Contractor’s duty to defend shall apply only to claims that are subject to indemnification under this Section and shall arise upon written tender by City; provided, however, that Contractor shall not be required to defend claims to the extent such claims are attributable to the negligence or willful misconduct of City. The Parties agree that any defense obligations shall be allocated in proportion to the relative fault of the Parties as determined by agreement or final adjudication Contractor’s indemnity obligations shall extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act. This obligation shall apply only to the extent such penalties, fines, rulings, or payments are caused by Contractor’s noncompliance with applicable law.
INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: City Attorney’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected]
And to Contractor addressed as follows:
Alliant Insurance Services, Inc
Attn:Legal Department
701 B Street, 6th Floor
San Diego, CA 92101 (619) 238-1828 [email protected] The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
Governing Law AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
Amendments
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:
Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“City”
Alliant Insurance Services, Inc. a CALIFORNIA CORPORATION Dated:
By (Signature):
Name:
Fill in this blank
Title:
Fill in this blank
Principal Place of Business Address:
18100 Von Karman Avenue, 10th Floor
Irvine, CA 92612
Email Address:
Fill in this blank
Telephone:
( ) Fill in this blank
Fax:
( ) Fill in this blank
“CONTRACTOR”
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City and the Stadium Authority (listed individually or collectively referred to as “City") by the Contractor under this Agreement are set forth below.
Account Management
Provide the City with a dedicated Contractor service team, including a dedicated loss control team. Contractor will advise on changes to the dedicated service team.
Provide City's Risk Manager or designee ("City Representative") with copies of insurance carrier quotes by e-mail or another digital platform upon Contractor's receipt. When transmitting any insurance carrier quote to City's Representative, Contractor shall also specify the portion of the premium that would be the commission paid by the insurance carrier to Contractor.
Provide City's Representative with copies of insurance company premium invoices with due dates no later than three (3) weeks before they are due to the insurance carrier.
Meet with City Representative or designee no less than quarterly to discuss risk management trends that may affect City.
Submit an Annual Report no later than November 30th of each year during the term of this Agreement to City's Representative. The Annual Report shall include, but is not limited to, the elements listed below. City's Representative may request Contractor to include other items or to delete items from Contractor's Annual Report.
Schedule of all insurance policies in force, showing expiration dates, annual premium, limits and deductibles/retentions.
Detailed losses for each policy, paid and reserved, summarized for the previous fiscal year and for the five previous fiscal years, segregated by cause.
Comments on major property loss prevention recommendations.
Full accounting of fees and/or other compensation earned on the City account outside of this Agreement by brokerages affiliated with Contractor, including but not limited to wholesale, broker fees, and contingent commissions, and services performed for that compensation.
Philosophy on risk retention for various policies, based on market conditions.
Submit Contractor renewal action plans to City's Representative at least 120 days in advance of a renewal date. The renewal action plans should include the following:
Current market conditions by insurance product line.
Limits benchmarking by insurance product line.
Renewal strategy by insurance product line including proposed insurance carriers.
Estimated cost range by insurance product line.
Potential coverage enhancements by insurance product line that should be pursued by the City.
Assist City's Representative with the development of a five-year budget forecast for each insurance product line every January during the term of the Agreement.
Advise on City insurance language templates and review certain contracts for insurance requirements, and other risk management issues as requested by City's Representative.
Promptly respond to City's requests for information as requested by City's Representative, including without limitation, attendance at meetings in the City of Santa Clara with City's staff or before City's Council, participation in conference calls, and/or providing written responses.
Provide recommendations for insurance coverages not currently carried by City, including but not limited to Earthquake insurance and Fiduciary Liability insurance.
Evaluate and recommend creative alternatives to traditional insurance products available in the marketplace.
Administration
Audit all policies, endorsements, certificates, binders and invoices for accuracy immediately upon Contractor's receipt. Contractor shall by telephone or e-mail immediately report to City’s Representative any errors and then Contractor shall follow up the telephonic or e-mail report with a written report sent to City's Representative Contractor shall promptly resolve any error with the insurance carrier who made the error.
Issue certificates of insurance when requested by City's Representative within three (3) business days.
Provide the City with two (2) user accounts to the CSR 24 Certificate Management System.
Obtain endorsements that may be required during the course of the policy term.
Obtain answers from underwriters concerning policy coverage questions, as requested by City’s Representative.
Assist with premium allocation based on locations, projects or other cost allocation basis, as requested by City's Representative.
Issue automobile I.D. cards for approximately 150 City vehicles no later than the auto liability renewal date.
Obtain from each insurance carrier providing coverage to City an original copy of each policy and endorsement and transmit each policy and endorsement to the City Representative no later than 60 days following commencement of the coverage period. Contractor acknowledges that it is City's preference to have an original copy of each policy and endorsement no later than 45 days following commencement of coverage. Contractor shall use its bet efforts to meet the 45-day deadline.
Provide a minimum of two (2) user accounts to Alliant Connect for management and access to insurance related documents.
Insurance Placement and Renewals
For the initial contract year, and subject to budgetary appropriation, Contractor shall place the following insurance policies:
Public Risk Innovation and Solutions Management (PRISM) Policies General Liability 2 Program which incepts on July 1st
Excess Liability Insurance which incepts on July 1st
Excess Workers’ Compensation Program which incepts on July 1st Government Crime Insurance which incepts on June 30th
Cyber Liability Insurance which incepts on July 1st
Excess Cyber Liability Insurance which incepts on July 1st Environmental Liability Insurance which incepts on July 1st Other City Policies
Property Insurance including Boiler and Machinery Coverage which incepts on July 1st Deadly Weapon Response Insurance for certain City locations which incepts on July 1st Convention Center Policies
General Liability Insurance for the Santa Clara Convention Center which expires on July 1st Excess Liability Insurance for the Santa Clara Convention Center which incepts on July 1st Stadium Authority Policies
Law Enforcement Liability Insurance for the Santa Clara Stadium Authority which incepts on July 1st Accident Death and Dismemberment Insurance for the Santa Clara Stadium Authority which incepts on July 1st Silicon Valley Power (SVP) Policies
Property Insurance including Boiler and Machinery Coverage for the SVP Power Plants which incepts on September 30th Terrorism Insurance for the SVP Power Plants which incepts on September 30th Deadly Weapon Response Insurance for SVP Locations which incepts on July 1st Earthquake Difference in Conditions Insurance for the Grizzly Hydroelectric Plant which incepts on September 30th Liability Insurance for the Grizzly Hydroelectric Power Plant which incepts on September 29th Excess Liability Insurance for the Grizzly Hydroelectric Power Plant which incepts on September 29th For the second and subsequent contract years, the City may make such modifications to the insurance product lines as it deems necessary, subject to the parties' agreement on compensation Contractor will use its best efforts to affect the timely receipt of quotations and proposals. Contractor will prepare a written comparative analysis of all quotations and proposals submitted by insurers. This analysis will be presented, together with copies of such quotations and proposals, to City's Representative no later than 45 days prior to policy renewals/placement date to accommodate the need for City Representative to obtain Advisory Committee or City Council approval for the renewals proposals.
Subsequent to City's direction to place coverage and prior to the policy renewal/inception date, Contractor will provide to City's Representative the appropriate insurance binder. Upon receipt of the insurance policy from the insurance carrier, Contractor will analyze it to determine compliance with the coverage proposed to and accepted by City.
In order to perform the Services, Contractor shall:
Maintain in-depth knowledge of insurance markets, coverages and current underwriting criteria.
Provide all professional services necessary to obtain recommended levels of insurance for City.
Review loss exposures, collect necessary data and prepare insurance submissions packages for the marketing of various coverages for City.
Market the insurance needs of City by soliciting bids from insurance markets and providing City with a summary of the various bids received.
Negotiate coverage options with insurance carriers to obtain the most beneficial/cost-effective program for City.
Keep City's Representative informed of the status of negotiations in order that City may determine whether or not to participate in the coverage negotiations.
Provide the City with two (2) user accounts to the Oasys-Net property schedule database.
Provide the City with catastrophic probable maximum loss (PML) modeling Claims Services
Contractor shall:
Provide the City with a dedicated claims advocacy team.
Provide timely assistance with difficult or disputed claims filed against one or more of City’s purchased policies.
Report and monitor all liability claims to excess and/or reinsurance carriers.
Ensure that City receives timely, current risk management information, including loss data from insurers.
Property Appraisals
Contractor shall provide to City's Representative on an annual basis no later than December 31st of each year during the term of this Agreement:
Marshall & Swift or similar property valuations of City's High-Value Locations defined as locations with Insurable Values greater than $15 million.
A list of the current City High Value Locations is listed below for reference.
An action plan to conduct appraisals for up to five (5) of the City's High-Value Locations to obtain the Insurable Value of the High-Value Location. Insurable Value shall take the meaning typically used by property appraisers.
City may request appraisals for additional High-Value Locations subject to the parties’ agreement on additional compensation.
Contractor may subcontract property appraisal services to a third-party, if necessary, but must manage the contractual relationship on behalf of the City.
The City will not enter into a separate contract with the selected broker's designated property appraiser.
EXHIBIT B
SCHEDULE OF FEES
Year 1 (July 1, 2026, through June 30, 2027) Schedule of Fees PRISM Policies
Fixed Fee set by PRISM
Other City Policies
$155,500
Stadium Authority Policies
$15,000
Convention Center Policies
$5,500
SVP Policies
$194,000
Total
$370,000
Year 2 (July 1, 2027, through June 30, 2028) Schedule of Fees PRISM Policies
Fixed Fee set by PRISM
Other City Policies
$160,165
Stadium Authority Policies
$15,450
Convention Center Policies
$5,665
SVP Policies
$199,820
Total
$381,100
Contingency (To be used only if the City requires additional services) Contingency
$15,000
Summary
Year 1
$370,000
Year 2
$381,100
Contingency
$15,000
Total
$766,100
City shall pay Contractor a fee and/or commission for the insurance services described in Exhibit A rendered by Contractor under this Agreement. Contractor may receive retail and wholesale commissions paid by insurance carriers with whom Contractor places the insurance coverages for City under this Agreement. The fee paid by City to Contractor each year shall be the difference between the total annual compensation agreed for that year, and the amount of retail commission Contractor receives from the insurance carriers in that same year. Contractor will disclose to City's Representative all forms of commission compensation paid to Contractor as a result of placing insurance policies on behalf of City. City shall have no responsibility to enforce the commission compensation provisions of this Agreement on Contractor's behalf. Any retail commissions earned in excess of this annual amount will be returned to the City.
In the event City requires additional services that require the use if contingency funds, City will request such changes and memorialize by using a work order describing the additional work and dollar amount, that is signed by both parties.
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall maintain in full force and effect during the period of the Agreement, at its sole cost and expense, the following insurance:
COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01, including bodily injury, property damage, contractual liability, products and completed operations, and personal and advertising injury. Policy limits are subject to review, with limits not less than:
$1,000,000 Each Occurrence,
$2,000,000 General Aggregate,
$2,000,000 Products/Completed Operations Aggregate, and $1,000,000 Personal and Advertising Injury.
Limits may be satisfied in combination with excess/umbrella policies on a following form basis.
The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and Coverage shall apply separately to each insured against whom a claim is made, or a suit is brought, except with respect to the limits of liability.
BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits not less than $1,000,000 combined single limit per accident. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
WORKERS’ COMPENSATION
Workers’ Compensation Insurance as required by statute and employer’s liability with limits not less than $1,000,000 per employee, accident, and disease.
PROFESSIONAL LIABILITY
Professional Liability Insurance appropriate to the Contractor’s profession and scope of work under the Agreement, with limits not less than $1,000,000 per claim and in the aggregate. Coverage must apply to acts, errors or omissions of Contractor.
CYBER LIABILITY
Cyber Liability Insurance covering claims involving infringement of intellectual property, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with minimum limits of $1,000,000 per claim and in the aggregate.
OTHER INSURANCE PROVISIONS
Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are to be covered as additional insureds on the Contractor’s commercial general liability policy, including ongoing and completed operations, and auto liability policies in respect to liability arising out of Contractor’s work for City. This provision shall apply to any excess or umbrella liability policy.
Primary and non-contributing. For any liability except Professional Liability or Cyber Liability insurance arising from the scope of services under this Agreement, the Contractor’s insurance coverage shall be primary and non-contributory with any coverage maintained by the City.
Claims Made Coverage
If coverage is obtained on a “claims made” policy form, the continuity or retroactive date shall precede the date services were initiated with the City and the coverage shall be maintained for a period of three (3) years after termination of services under this Agreement.
Cancellation.
Each insurance policy except Professional Liability or Cyber liability insurance shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation.
Each insurance policy expect Professional Liability or Cyber Liability shall contain language or be endorsed to reflect that no cancellation, non-renewal, or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation.
Qualifying Insurers. All of the insurance companies providing insurance for Contractor shall maintain, and provide written proof of, an A. M. Best rating of at least A- VII or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives and shall be authorized to conduct business in the State of California.
Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to the City.
Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation for itself or which any insurer of Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. This provision shall not apply to Professional Liability or Cyber Liability insurance Evidence of Insurance. Contractor shall provide proof of insurance compliance on an approved Acord or equivalent form signed by the insurer or an authorized agent of insurer (s) and including the policy endorsements required herein, such as additional insured, waiver of subrogation, and notice of cancellation. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
Certificate Holder
EBIX Inc.
City of Santa Clara City Attorney’s Office
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Email address: [email protected]
Right of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right terminate this Agreement.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
Agreement with Alliant Insurance Services Page 7 of 18
Rev. 07-01-18