CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF
SUNNYVALE AND BKF ENGINEERS FOR ON-CALL CONTRACTS
FOR VARIOUS ENGINEERING SERVICES
THIS AGREEMENT, dated , is by and
between the CITY OF SUNNYVALE ("CITY"), a California chartered municipal corporation, and BKF ENGINEERS ("CONSULTANT"),
WHEREAS, CITY advertised a Request for Proposals RFQL on July 25, 2023, and WHEREAS, CONSULTANT submitted a proposal on August 22, 2023; and WHEREAS, CITY accepted CONSULTANT’s proposal submitted on September 26, 2023; and
WHEREAS, CONSULTANT represents that it, and its sub -consultants, if any, possess the professional qualifications and expertise to provide the required services and are licensed by the State of California to practice engineering in the required disciplines;
NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. Services by CONSULTANT
CONSULTANT shall provide services in accordance with Exhibit "A" entitled “Detailed Scope of Work.” All exhibits referenced in this Agreement are attached hereto and are incorporated herein by reference. To accomplish that end, CONSULTANT agrees to assign Marcello Cosentino, PE to this project, to act in the capacity of Project Manager and personally direct the professional services to be provided by CONSULTANT.
Except as specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the services required in this Agreement.
2. Notice to Proceed/Completion of Services
A. CONSULTANT shall commence services upon receipt of a Notice to Proceed from CITY. Notice shall be deemed to have occurred three (3) calendar days after deposit in the regular course of the United States mail.
B. When CITY determines that CONSULTANT has satisfactorily completed the services defined in Exhibit “A,” CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder.
CONSULTANT may request this determination of completion when, in its opinion, it has Attachment 2
satisfactorily completed the Scope of Work (Exhibit “A”), and if so requested, CITY shall make this determination within fourteen (14) days of such request.
3. Project Schedule
The term of this Agreement shall be from date of execution for four (4) years unless otherwise terminated in accordance with Section 23 below. At the sole discretion of the City Manager or authorized designee, CITY may request, and the AGENCY may mutually agree, to renew the Agreement for up to One (1) additional year period. Any extension of this Agreement must be in writing as an amendment and signed by the parties in accordance with Section 30 below.
4. Payment of Fees and Expenses
Payments shall be made to CONSULTANT on a monthly basis as set forth in the attached Exhibit “B” entitled “Compensation Schedule.” All compensation will be based on monthly billings as provided in Exhibit "B." Compensation will not be due until said detailed billing is submitted to CITY within a reasonable time before payment is expected to allow for normal CITY processing. An estimate of the percent of total completion associated with the various categories of the services shall be furnished by CONSULTANT with said billing. When applicable, copies of pertinent financial records will be included with the submission of billing(s) for all direct reimbursables.
Compensation shall not exceed the amounts set forth in Exhibit “B” for each phase. In no event shall the total amount of compensation payable under this agreement exceed the sum of One Million and 00/100 Dollars ($1,000.000.00) for the duration of the contract, unless upon written modification of this Agreement in accordance with Section 30 below.
All invoices, including detailed backup, shall be sent to City of Sunnyvale, attention Accounts Payable, P.O. Box 3707, Sunnyvale, CA 94088-3707.
CONSULTANT will be reimbursed as promptly as fiscal procedures will permit upon receipt by the CITY of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated in the Compensation Schedule and shall reference the project title. The final invoice must contain the final cost and all credits due CITY. The final invoice should be submitted within 60 calendar days after completion of CONSULTANT’s work.
5. No Assignment of Agreement
CONSULTANT bind themselves, their partners, successors, assigns, executors, and administrators to all covenants of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for under this Attachment 2
Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of CITY. However, claims for money due to or to become due to CONSULTANT from CITY under this Agreement may be assigned to a bank, trust company or other financial institutions, or to a trustee in bankruptcy, provided that written notice of any such assignment or transfer shall be first furnished to CITY. In case of the death of one or more members of CONSULTANT's firm, the surv iving member or members shall complete the services covered by this Agreement. Any such assignment shall not relieve CONSULTANT from any liability under the terms of this Agreement.
6. Consultant is an Independent Contractor
CONSULTANT is not an agent or employee of CITY but is an independent contractor with full rights to manage its employees subject to the requirements of the law.
All persons employed by CONSULTANT in connection with this Agreement will be employees of CONSULTANT and not employees of CITY in any respect. CONSULTANT is responsible for obtaining statutory Workers' Compensation coverage for its employees.
7. Consultant's Services to be Approved by a Registered Professional
All reports, costs estimates, plans and other documents which may be submitted or furnished by CONSULTANT shall be approved and signed by a qualified registered professional in the State of California. The title sheet for calculations, specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the professional responsible for their preparation.
8. Standard of Workmanship
CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the services and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT's representations regarding its skills and knowledge. CONSULTANT shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.
The plans, designs, specifications, estimates, calculations reports and other documents furnished under the Scope of Work (Exhibit "A”) shall be of a quality acceptable to CITY. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well -organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar projects.
9. Responsibility of CONSULTANT
Attachment 2
CONSULTANT shall be responsible for the professional quality, technical accuracy and the coordination of the services furnished by it under this Agreement.
Neither CITY’s revie w, acceptance nor payment for any of the services required under this Agreement shall be construed 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 and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’s negligent performance of any of the services furnished under this Agreement.
Any acceptance by CITY of plans, specifications, calculations, construc tion contract documents, reports, diagrams, maps and other material prepared by CONSULTANT shall not, in any respect, absolve CONSULTANT for the responsibility CONSULTANT has in accordance with customary standards of good engineering practice in compliance with applicable Federal, State, County and/or municipal laws, ordinances, regulations, rules and orders.
10. Right of CITY to Inspect Records of CONSULTANT
CITY, through its authorized employees, representatives, or agents, shall have the right, at any and all reasonable times, to audit the books and records including, but not limited to, invoices, vouchers, canceled checks, time cards of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years from the date of final payment to CONSULTANT or for any longer period required by law, sufficient books and records in accordance with generally accepted accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT. Any expenses not so recorded shall be disallowed by CITY.
11. Confidentiality of Material
All ideas, memoranda, specifications, plans, calculations, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY be used for any purposes other than the performance of the Project services, nor be disclosed to an entity not connected with the performance of the Project services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry shall be deemed confidential. CONSULTANT shall not use CITY's name, insignia or distribute exploitative publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY.
12. No Pledging of CITY’s Credit
Attachment 2
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.
13. Ownership of Material
All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared, under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof.
CITY shall not be limited, in any way, in its use of said material, at any t ime, for work associated with Project. However, CONSULTANT 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 for work other than on Project.
14. Hold Harmless/Indemnification
Pursuant to the full language of California Civil Code §2782, Consultant/Design Professional agrees to indemnify, including the cost to defend, City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant/Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not a pply to liability for damages arising from the sole negligence, active negligence, or willful acts of City; and does not apply to any passive negligence of City unless caused at least in part by the Consultant/Design Professional. City agrees that in no ev ent shall the cost to defend charged to the Consultant/Design Professional exceed that professional’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. Consultant’s/Design Professional’s responsibility for such defense and indemnity ob ligations shall survive the termination or completion of this agreement.
15. Insurance Requirements
The City requires that CONSULTANT maintain insurance requirements on the Pacific Insurance Network System (PINS). CONSULTANT shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "C" attached and incorporated by reference, and shall provide all certificates and/or endorsements as specified in Exhibit "C" through PINS for approval by the City Risk Manager prior to CONSULTANT (or subcontractor) commencing any work under this Agreement.
Attachment 2
16. No Third Party Beneficiary
This Agreement shall not be construed or deemed 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 hereunder for any cause whatsoever.
17. Notices
All notices required by this Agreement, other than invoices for payment which shall be sent directly to Accounts Payable, shall be in writing, and sent by first class with postage prepaid, or sent by commercial courier, to address below.
Nothing in this provision shall be construed to prohibit communication by more expedient means, such as by email, to accomplish timely communication. Each party may change the address by written no tice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three business days after mailing.
To CITY: Jennifer Ng
Department of Public Works
CITY OF SUNNYVALE
P. O. Box 3707
Sunnyvale, CA 94088-3707
To CONSULTANT: BKF Engineers
Attn: Gordon C. Sweet, PE Principal &Vice
President 1730 N. First Street, Suite 600,
San Jose, CA 95112
18. Waiver
CONSULTANT 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.
19. Integrated Agreement
This Agreement embodies the agreement between CITY and CONSULTANT and its terms and conditions. No verbal agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon CITY.
20. Conflict of Interest
CONSULTANT shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest. CONSULTANT is aware of the prohibition that no officer of Attachment 2
CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement CONSULTANT shall not accept employment or an obligation which is inc onsistent or incompatible with CONSULTANT’S obligations under this Agreement.
21. Governing Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.
22. Records, Reports and Documentation
CONSULTANT shall maintain complete and accurate records of its operation, including any and all additional records required by CITY in writing. CONSULTANT shall submit to CITY any and all reports concerning its performance under this Agreement that may be requested by CITY in writing. CONSULTANT agrees to assist CITY in meeting CITY's reporting requirements to the state and other agencies with respect to CONSULTANT's work hereunder. All records, reports and documentation relating to the work performed under this Agreement shall be made available to City during the term of this Agreement.
23. Termination of Agreement
A. If CONSULTANT defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be compensated in proportion to the percentage of satisfactory services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONSULTANT shall present CITY with any work product completed at that point in time.
B. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONSULTANT shall present CITY with any work product completed at that point in time.
C. If CITY fails to pay CONSULTANT, CONSULTANT at its option may terminate this Agreement if the failure is not remedied by CITY within (30) days after written notification of failure to pay.
24. Subcontracting
Attachment 2
None of the services covered by this Agreement shall be subcontracted without the prior written consent of CITY. Such consent may be issued with notice to proceed if subcontract consultants are listed in the project work plan.
25. Fair Employment
CONSULTANT shall not discriminate against any employee or applicant for employment because 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, or veteran or military status, or any other protected characteristic in violation of federal or state law.
26. Changes
CITY or CONSULTANT may, from time to time, request changes in the terms and conditions of this Agreement. Such changes, which are mutually agreed upon by CITY and CONSULTANT, shall be incorporated in amendments to this Agreement in accordance with Section 30 below.
27. Other Agreements
This Agreement shall not prevent either Party from entering into similar agreements with others.
28. Severability Clause.
In case any one or more of the provisions contained herein 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.
29. Captions
The captions of the various sections, paragraphs and subparagraphs, of the contract are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.
30. Entire Agreement; Amendment
This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced in writing as an amendment to this Agreement signed by all parties. If the amendment is signed electronically, the digital signatures must comply with the requirements of California Government Code Section 16.5.
31. Ordering
The City shall require that the Consultant submit a proposal for each task order in competition with other consultants prior to issuing a Purchase Order under this Agreement. Task orders will only be issued by authorized users of this Agreement. The Attachment 2
task order request will generally include:
(a) the statement of work;
(b) a list of reporting requirements and any other deliverables; (c) instructions to the Consultant including, for example, information concerning the period of performance, and any special terms or conditions applicable to the task order.
The City project manager will determine the due date for responses and the level of review required based on the nature and complexity of the requirements. Payment for services rendered in the Task Order will be made in accordance with the rates set forth in Exhibit B “Compensation Schedule” and may be contingent on the completion and approval of deliverables.
.
32. Miscellaneous
Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision.
IN WITNESS WHEREOF, the parties have executed this Agreement.
ATTEST: CITY OF SUNNYVALE ("CITY")
By By
City Clerk City Manager
BKF ENGINEERS
("CONSULTANT")
APPROVED AS TO FORM: By
Name/Title
City Attorney
By
Name/Title
Attachment 2
Exhibit A
Detailed Scope of Work
Civil Engineering (site development, surveying, pipeline design and water resources):
1. Assign a project manager. Project manager will prepare cost estimates, develop and monitor project schedule, and attend meetings and prepare meeting minutes as necessary.
2. Investigate project locations to note existing conditions and potential safety hazards.
3. Assess data and evaluate and prepare recommended methods for pipeline rehabilitation such as lining, bursting, or replacement.
4. Present and discuss recommendations and cost estimates with the City for approval and direction.
5. Assess if projects need to comply with the requirements of provision C.3 of the stormwater general permit.
6. Prepare and facilitate permitting process with utility companies, regulatory agencies, and other stakeholders as necessary.
7. Prepare corner bulb-outs and accessible ramp layouts, utilizing directional ramps, and present to City stakeholders.
8. Prepare plans, specifications and estimates for a 30%, 75% and 100% design phase and prepare bid package for advertising.
9. Provide bidding and construction support services, including contractor submittal reviews.
10. Perform other engineering design-related duties as required.
Pavement Rehabilitation
1. Assign a project manager. The project manager will prepare cost estimates, develop and monitor project schedule, and attend meetings and prepare meeting minutes as necessary.
2. Investigate project locations to note existing conditions and potential safety hazards.
3. Obtain pavement analysis through geotechnical cores and testing.
4. Assess data and evaluate and prepare recommended methods for rehabilitation.
5. Assess current conditions and make recommendations for bringing down the crown of streets and/or flattening cross slopes.
6. Prepare accessible ramp layouts utilizing directional ramps, and present to City stakeholders.
7. Prepare and facilitate permitting process with utility companies, regulatory agencies, and other stakeholders as necessary.
8. Present and discuss recommendations and cost estimates with the City for approval and direction.
9. Assess if projects need to comply with the requirements of provision C.3 of the storm water general permit.
Attachment 2
10. Prepare plans, specifications and estimates for a 30%, 75% and 100% design phase and prepare bid package for advertising.
11. Provide bidding and construction support services as well as contractor submittal review.
12. Perform other engineering design-related duties as required.
Attachment 2
Exhibit B
Compensation Schedule
BKF ENGINEERS PROFESSIONAL SERVICES RATE SCHEDULE
EFFECTIVE JANUARY 1, 2024
CLASSIFICATION HOURLY RATE
PROJECT MANAGEMENT
Principal $302.40
Senior Associate Principal $281.40
Associate Principal $273.00
Senior Project Manager | Senior Technical Manager $265.65 Project Manager | Technical Manager $259.35
Engineering Manager | Surveying Manager | Planning Manager $239.40
TECHNICAL STAFF
Senior Project Engineer | Senior Project Surveyor | Senior Project Planner
$222.60
Project Engineer | Project Surveyor | Project Planner $195.30 Design Engineer | Staff Surveyor | Staff Planner $170.10 BIM Specialist I, II, III $170.10 - $195.30 - $222.60
Technician I, II, III, IV $161.70 - $172.20 - $189.00 - $203.70 Drafter I, II, III, IV $127.50 - $139.65 - $150.15 - $166.95 Engineering Assistant | Surveying Assistant | Planning Assistant $106.05
FIELD SURVEYING
Survey Party Chief $222.60
Instrument Person $191.10
Survey Chainperson $142.80
Utility Locator I, II, III, IV $115.50 - $163.80 - $196.35 - $223.65 Apprentice I, II, III, IV $87.15 - $117.60 - $130.20 - $138.60
CONSTRUCTION ADMINISTRATION
Senior Consultant
$290.85
Senior Construction Administrator $253.05
Resident Engineer $187.95
Field Engineer I, II, III $170.10 - $195.30 - $222.60
FUNDING & GRANT MANAGEMENT
Director of Funding Strategies $207.90
Funding Strategies Manager $190.05
Funding/Research Analyst I, II, III, IV $130.20 - $151.20 - $160.65 - $176.40
PROJECT ADMINISTRATION
Project Coordinator
$141.75
Senior Project Assistant $122.85
Project Assistant $108.15
Clerical | Administrative Assistant $91.35
Expert witness rates are available upon request.
Subject to the terms of a services agreement:
• Charges for outside services, equipment, materials, and facilities not furnished directly by BKF Engineers will be billed as reimbursable expenses at cost plus 10%. Such charges may include, but shall not be limited to: printing and reproduction services; shipping, delivery, and courier charges; subconsultant fees and expenses; agency fees; insurance; transportation on public carriers; meals and lodging; and consumable materials. • Allowable mileage will be charged at the prevailing IRS rate per mile. • Monthly invoices are due within 30 days from invoice date. Interest will be charged at 1.5% per month on past due accounts.
• The rates shown are subject to periodic increases, including January 1st of each year. BKF ENGINEERS
10/6/2023
Attachment 2
Exhibit C
INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Consultant, their agents, representatives, or employees.
Minimum Scope and Limits of Insurance. Consultant shall maintain limits not less than:
1. Commercial General Liability : coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.
2. Automobile Liability: coverage with a combined single limit of not less than $1,000,000 per occurrence applying to all owned, non -owned, or hired vehicles used in conjunction with this Agreement for bodily injury and property damage. ISO Form shall be at least as broad as CA 0001.
3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Industry Specific Coverages. If checked below, the following insurance is also required:
☒ Professional Liability / Errors and Omissions Liability coverage with limits not less than $2,000,000 per occurrence or claim.
☒ Valuable Papers and Electronic Data Processing with limits not less than $10,000 each.
☐ Cyber & Tech Liability coverage with limits not less than of $1,000,000 per occurrence or claim.
☐ Crime coverage with limits not less than $500,000 to include third party premises endorsement.
Deductibles, Self-Insured Retentions and Other Coverages:
Any deductibles or self-insured retentions must be declared and approved by the City of Sunnyvale, Risk Manager. The Consultant shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention.
Attachment 2
The aforementioned insurance requirements can be met through any combination of self- insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Other Insurance Provisions:
1. During the term of the Agreement, the City of Sunnyvale, its officers, officials, employees, agents, and volunteers are to be covered as an additional insured in the Consultant’s commercial general liability policy (and if industry specific coverage is che cked above, valuable papers, electronic data processing, and cyber liability policies) with respect to liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occ upied or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, officials, employees, agents, or volunteers.
Additional Insured Endorsement for ongoing operatio ns at least as broad as ISO CG 20 10 Scheduled, or automatic CG 20 38 and completed operations shall be at least as broad as ISO CG 20 37 scheduled or automatic ISO CG 20 40.
2. During the term of the Agreement, the Consultant’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
3. For all Architects, Engineers and Design Professionals - If Industry Specific Coverage box is check above and if the Consultant’s Professional Liability/Errors and Omissions coverage is written on a claims made basis:
a. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of Agreement work.
b. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the Agreement of work. c. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Dat e prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of Agreement work.
4. For any claims related to this agreement, the Consultant’s insurance shall be primary. Any insurance or self -insurance maintained by the City of Su nnyvale, its officers, officials, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.
5. Any failure to comply with reporting or other provision s of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.
Attachment 2
6. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
7. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Sunnyvale.
8. Any umbrella or excess Insurance Liability policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including the additional insured, SIR, and primary and non-contributory insurance requirements for the benefit of City (if agreed to in a written contract or agreement) until all coverage carried by or available to the Consultant’s primary and excess liability policies are exhausted and before the City’s own Insurance or self-insurance shall be called upon to contribute to a loss.
9. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated above shall not serve to reduce the Consultant’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
Acceptability of Insurers:
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:
VII, and who are admitted and authorized to do business and in good standing in California unless otherwise acceptable to the City of Sunnyvale’s Risk Manager.
Verification of Coverage:
The City of Sunnyvale utilizes PINSAdvantge.com (PINS) to track and verify all insurance related documents. They City is no longer accepting Certificates of Insurance by mail and requires the use of PINS. The City will email the Consultant requesting proof of insurance for this Agreement through the PINS platform ( [email protected]), which include instructions on how to upload insurance documents electronically. Cons ultant shall furnish the City of Sunnyvale with an electric Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf and name City of Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate holder. All certificates are to be received and approved by the City of Sunnyvale, Risk Manager prior to commencement of work.
The Consultant shall provide certific ate(s) evidencing renewals of all insurance required herein prior to the expiration date of any such insurance. Consultant shall submit Attachment 2
insurance certificates reflecting the policy renewals through PINS. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Subcontractors
Consultant shall require all sub -contractors to procure and maintain insurance policies subject to these requirements. Failure of Consultant to verify existence of sub-contractor’s insurance shall not relieve Consultant from any claim arising from sub -contractors work on behalf of Consultant.
Attachment 2