Agenda Item No. 10
CITY OF YUCAIPA
AGENDA REPORT
TO: Honorable Mayor and City Council
FROM: Joe Pradetto, Director of Governmental Affairs
FOR: City Council Meeting of November 13, 2024
SUBJECT: Yucaipa Branch Library Project Update and Approval of the Library Project and Use Agreement
RECOMMENDATION:
That the City Council:
1. Receive an update on the Yucaipa Library Project and its funding; and
2. Approve the Library Project and Use Agreement Between City of Yucaipa, Yucaipa- Calimesa Joint Unified School District, and San Bernardino County.
BACKGROUND/DISCUSSION:
Project Update
On February 12, the City Council received a comprehensive update on the Yucaipa Branch Library Project (Project) that outlined the history of the Project and recent funding commitments that helped meet the State matching requirement, making the Project viable.
In that report, staff shared that the $9 million State grant was subject to budget cuts and proposed that the City proceed with the Project in the face of that uncertainty so that we could work towards meeting the grant construction deadline.
Recent Updates
Several important developments have happened since the Project update in February.
State Library Grant. The State Library grant funding was spared from cuts, allowing the City to retain its $9 million grant to cover construction related costs only.
Federal Congressional Designation. At the City's request, Congressman Jay Obrenolte submitted a federal appropriation in the amount of $500,000 for the Project. The request is now working through the Senate, but it appears that there is a good probability that the request will be approved.
Change Requests. The City submitted a formal request to the State Library to reduce the size of the proposed library project from 25,000 sq ft to 15,000 to 18,000 sq ft to stay within the estimated facility construction budget of $18 million. The State issued a tentative approval pending completion of the Project and Use Agreement.
The City also began discussions with the State about potential time extensions. The State Library requires that projects be complete and operational by March 2026. State Library staff indicated that it was not yet accepting extension requests.
Design -Build. In February, staff reported that it was researching what policies and/or ordinances it would have to adopt to use the design -build process. The design -build process helps deliver projects with more speed because the design and construction team work together. This contrasts with the typical design -bid process in which one firm designs the project, and another firm bids to construct it. The design -build process is faster and more seamless. The tradeoff is that you do not get multiple construction bids to ensure the lowest price. Instead, the design -build process aims to deliver a faster project with proven partners.
In its research, staff discovered that new legislation went into effect that permits cities to utilize a design -build process and is preparing an RFP/RFQ for City Council approval. Staff is pursuing a progressive design -build process to mitigate risk. The progressive design -build is a two-step process. The first step involves selecting qualified design and construction partners. When the design is about 70% complete, the second step involves estimating the construction costs.
This two-step process helps reduce risk by having a clear understanding of expected construction costs before committing to construction. That way, if construction estimates far exceed the project budget, the City can change course.
Development Services released an RFQ last week and plans to bring an item to award the contract to Council in January.
Project and Use Agreement
The next step in delivering this Project is approving the Library Project and Use Agreement Between City of Yucaipa, Yucaipa-Calimesa Joint Unified School District, and San Bernardino County (Agreement). The Agreement outlines each partner's contribution and responsibility for the Project. Although the Agreement moves the Project forward, it does not commit the City to construct the Project if cost estimates come in above budget or we lose funding.
Construction
The Agreement calls for the construction of a 15,000 to 18,000 sq ft library facility on property owned by the Yucaipa-Calimesa Joint Unified School District (District) and to be operated by the San Bernardino County (County). The City will own the facility during the initial term of the Agreement.
City Lead. Per the Agreement, the City is the lead agency under CEQA and is responsible for the construction of the new facility —including site development and any cost over -runs —and ongoing maintenance. The City will lead the process to 1) select design -build partners, 2) work with project partners to design the new library facility, and 3) construct the new library facility and related site improvements.
Site improvements are anticipated to be an additional $2.5 million, or more, on top of the $18 million grant -funded construction budget. Unless the City identifies additional partners and funding, the City is responsible for the cost of site improvements, increasing the likely cash investment for the whole project from $3 million to $5.5 million, plus.
Term of Agreement
The initial term of the Agreement is for 25 years. The grant agreement with the State Library requires a minimum of 10 years, but 25 years was selected as the initial term because it represents the typical lifespan of this type of new construction.
The parties may negotiate to extend the Agreement, but the City is not obligated to continue after the initial term. If the City declines to participate in future extensions or subsequent agreements, ownership of the facility will default to the District. If that happens, the District and County would negotiate the continued use of the facility as a library.
Termination
Since the Project still faces some uncertainty, the Agreement outlines several scenarios that would trigger termination. They are as follows:
1. The Division of the State Architect does not approve the facility within one year of the approval of this Agreement.
2. The State of California revokes grant funding.
3. The City is unable to perform according to grant requirements.
4. The City loses substantial funding to render Project infeasible.
5. Construction bids exceed available project funds.
6. District fails to provide the property.
Financial Responsibility Risks
Under the Agreement, the City is the lead agency and is accepting all financial responsibility beyond the secured financial commitments. The City has secured $15 million towards the construction of the Project, which is estimated to be $18 million. However, that $18 million does not include site improvements, which is estimated to be another $2.5 million, or more.
This means that the City Council has committed and set aside $3 million towards construction of the new library facility, but that does not include items such as design and architectural costs, running utilities, building a parking lot, and installing landscaping. These costs are expected to
cost around $2.5 million but could grow to be much more. At present, the source for the additional funds to construct site improvements is unknown.
To summarize: The City Council has identified and committed $3 million towards the matching component of the State grant to build a new library facility. However, the grant cannot be used for site improvements, like landscaping, utility connections, and parking, and these components are estimated to cost an additional $2.5 million or more. The source of those funds has not been identified, and under the terms of this Agreement, the City is responsible for these costs. This brings the City's estimated contribution closer to $5.5 million, but only $3 million has been identified and committed, and under the terms of the Agreement, the City's financial responsibility could be much higher.
FISCAL IMPACT:
By approving the Agreement, the City is restating its intention to contribute $3 million towards construction of the Project. However, it is also accepting responsibility for site improvements, which are estimated at $2.5 million, the source of which has not been identified. This would bring the City's estimated financial contribution to $5.5 million or more to complete the entire project.
However, approving this Agreement does not commit the City to building the Project if cost estimates come in over budget or if we lose funding.
Attachments:
1. Library Project and Use Agreement Between City of Yucaipa, Yucaipa-Calimesa Joint Unified School District, and San Bernardino County (Agreement) �" Approved by:
ATTACHMENT 1
LIBRARY PROJECT AND USE AGREEMENT BEWTEEN CITY OF YUCAIPA,
YUCAIPA-CALIMESA JOINT UNIFIED SCHOOL DISTRICT,
AND SAN BERNARDINO COUNTY
This Project and Use Agreement ("Agreement") is made and entered into on , 2024, between City of Yucaipa ("City"), Yucaipa-Calimesa Joint Unified School District ("District") and San Bernardino County ("County"). City, District, and County are each a "Parry" and collectively, or any two entities are "Parties."
RECITALS
WHEREAS, County built the Yucaipa Branch Library (the "Yucaipa Branch Library") in 1969, and County expanded it to its current size of 11,717 square feet in 1987; and WHEREAS, while the Yucaipa Branch Library has been modestly improved over the years, it stands much as it was originally constructed more than fifty years ago when the Yucaipa Branch Library facility served fewer than 10,000 residents; and WHEREAS, County has historically operated and continues to operate the Yucaipa Branch Library; and
WHEREAS, County's Library Master Facility Plan ("MFP"), published in 2001, addressed the inadequacies in the existing Yucaipa Branch Library facility and recommended construction of a new facility. County recommended construction of a 25,000 square foot facility based on a projected 20-year population growth in City to approximately 60,000 people by the year 2021; and WHEREAS, in 2009, City initiated a Library Needs Assessment Study which based the size of the facility on the projected 2030 population growth and resulted in a finding similar to the one presented in County's MFP; and
WHEREAS, today, City's population is approximately 54,420 people; and WHEREAS, development of a new Yucaipa Branch Library facility, which would serve the needs of City's larger population, is estimated to cost approximately eighteen million dollars ($18,000,000); and
WHEREAS, the California State Library Building Forward Library Infrastructure Program awarded City a nine million dollar ($9,000,000) grant (the "Grant") to assist in funding a new Yucaipa Branch Library facility ("Project"); and
WHEREAS, the Grant requires a local match of nine million dollars ($9,000,000, and City has secured the requisite matching funds; and
WHEREAS, City will continue to pursue additional funding that may be used to fund site development and enhancements to the Project; and
4885-4873-6701.1 1
WHEREAS, City, District, and County have a common interest in developing the Yucaipa Branch Library to serve the needs of the community, and this Agreement is intended to delineate the duties and funding responsibilities for the Parties for the Project; and NOW, THEREFORE, City, District, and County agree to the following terms:
ARTICLE 1
LIBRARY CONSTRUCTION
Section 1. Party Contributions. Each Party to this Agreement shall contribute to the construction and furnishing of Project, as outlined below.
a. City. City shall contribute three million dollars ($3,000,000) towards construction of Project. City's contribution shall be the first funds expended on Project ("City Contribution").
b. District. District shall provide a portion of District -owned real property located at 33002 Yucaipa Boulevard, Yucaipa California, (See Exhibit "A"; APN: 0303-071-28) ("Property") for the Project. Property is approximately 4.22 acres. District shall retain all rights and remedies pursuant to California Education Code Section 17050 as may be required. The portion contributed shall be sufficient to accommodate the Project and necessary landscaping, and parking (approximately two acres), as depicted in Exhibit "B" ("District Contribution").
c. County.
The County shall contribute four million dollars ($4,000,000) to the City for reimbursement of construction costs of the Project ("County Construction Contribution"). The City shall invoice the County upon completion of construction of the Project. The County shall provide the County Construction Contribution within sixty (60) days of receipt of such invoice.
ii. The County shall contribute one million dollars ($1,000,000) towards furniture, fixtures, and equipment for the Project, as needed, which County shall inventory annually ("County Fixtures Contribution").
Section 2. Project Description. The Parties intend to build a 15,000 to 18,000 square foot library facility with requisite parking, landscaping, and other site improvements on Property ("Facility"). City shall provide proof that all funds contributed under this Agreement are used for this purpose. District will continue to own Property, City will own Facility, and County will continue to operate the Yucaipa Branch Library. City shall seek approval of Project by the Division of the State Architect.
Section 3. City's Duty to Construct Project. City will be the lead agency for Project with respect to associated grant applications, project funding, Facility design, documentation required by the California Environmental Quality Act ("CEQA"), acquisition of regulatory permits, 4885-4873-6701.1 2
and construction. City shall be fully responsible for entering into all agreements required for, and relating to, the approval and construction of Project. City shall be responsible for complying with all State and local laws relating to the construction of library facilities. The City covenants to utilize the City Contribution, County Construction Contribution, and County Fixtures Contribution for construction of the Project.
Section 4. Ownership. During the initial term of this Agreement, City will own Facility including all improvements constructed using funds from the Grant. District will retain ownership of Property. Ownership of furnishings and equipment shall be inventoried annually by the Parties and remain the property of the Party that supplied or purchased any furnishings or equipment. Upon City's one year notice of termination of the initial term of this Agreement, ownership of Facility, including all improvements, will transfer to District. County and District shall enter good faith negotiations for County to continue day-to-day operations of the Facility, and all furnishing and equipment will remain the property of the Party that supplied or purchased any furnishings or equipment.
District and County may purchase, own, inventory annually, and place additional furnishings, equipment and library materials in the Facility, subject to approval by City during the initial term only, and subject to the agreement that such additional furnishings, equipment and library materials will be available to all library patrons on the same basis as all other furnishings, equipment and materials purchased pursuant to this Agreement.
Section 5. Design. Prior to any construction on the Project, the City shall consult and obtain approval from the other Parties in the design process to ensure that Project meets the standards of a modern library and facilitates future District use of the remaining portion of the Property.
Section 6. Construction. In the event City contracts for the construction of the Project or any portion thereof, City shall comply with the provisions of the California Public Contract Code Sections 22000 through 22045 regarding bidding procedures and Labor Code Section 1770 et seq. regarding general prevailing wages, if applicable under California law.
ARTICLE 2
TERMS
Section 1. Term of Agreement. The initial term of Agreement shall commence upon execution by Parties and shall remain in effect for twenty-five (25) years. The Parties may extend this Agreement after the initial 25-year term by mutual written agreement. If the City terminates the Agreement after the initial 25-year term by providing a one-year notice of termination, the District and County shall enter good faith negotiations for County to continue day-to- day operations of the Facility.
Section 2. Facility Use. The Parties agree that Facility will operate as a public library for the term of this Agreement with details of day-to-day operations specified in a separate lease 4885-4873-6701.1 3
agreement. The separate facility use agreement between the County and District will be executed prior to any construction.
Section 3. Operations. The Parties agree to operate the Facility as follows:
a. Day -to -Day Operations. County shall provide day-to-day operations at the Facility, including staffing, programming, and custodial services, and consumable supplies. b. Facility Costs. County shall be responsible for Facility costs, including water and sewer, electricity, gas, refuse disposal, and custodial maintenance. c. Maintenance. City shall be responsible for pest management, and the safety, security, and satisfactory performance of Facility, including painting, floor re -finishing, electrical, plumbing, mechanical systems, and fixtures.
Section 4. Renovations and Upgrades. The Parties must agree to any renovation or Facility upgrade.
Section 5. Insurance. Each Party shall, at its sole cost and expense, provide coverage for its activities in connection with this Agreement by maintaining in full force and effect programs of insurance and/or self-insurance as specified in Exhibit "C", attached hereto and incorporated herein by reference.
District shall provide property insurance in the same manner and at the same level as it does for other District facilities located on property owned by District, except that it shall add by endorsement City and County, its officers, agents, employees, independent contractors and elected and appointed official, as additional insureds.
Section 6. Indemnification and Hold Harmless. Each Party agrees to indemnify, defend (with counsel approved by City and County) and hold harmless the other Parties ("Indemnitees") and their authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of this Agreement, but only to the extent actually caused by the negligent acts, errors or omissions of the indemnifying Party and its authorized officers, employees, agents, and volunteers, and for any costs or expenses incurred by Indemnitees on account of any claim except where such indemnification is prohibited by law.
If the Parties are determined to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under this Agreement, each Party shall indemnify the others to the extent of its comparative fault as determined in a legal action.
Section 7. Termination Events. This Agreement shall terminate upon the occurrence of the following events:
4885-4873-6701.1 4
(a) Division of the State Architect does not approve Facility within one (1) year of execution of this Agreement,
(b) State of California revokes the Grant,
(c) City is unable to perform according to Grant requirements, (d) City loses a substantial amount of funding to render Project infeasible, (e) Construction bids exceed available Project funds,
(f) District fails to provide the Property,
(g) One or more of the Parties breach the terms of this Agreement, or (h) City fails to complete construction of the Project by March 31, 2026.
Upon termination of the Agreement, pursuant to Article 2, Section 7, subsections (a)-(h) herein, the City shall return to the County any unused funds remaining from the County Construction Contribution and County Fixtures Contribution.
Section 8. Modifications. The Parties understand that there are no oral agreements between the Parties to this Agreement, and this Agreement supersedes and cancels all previous negotiations, arrangements, oral agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may only be varied, modified, or altered by the mutual written consent of the Parties. No alterations, amended modifications, or variations of the terms of this Agreement shall be valid unless made in writing and signed by authorized representatives of the Parties.
Section 9. Notices and Contacts. All notices, demands, requests, consents, approvals, or communications from one Party to another shall be personally delivered, sent by facsimile, or electronic mail to the positions set forth below and shall be deemed given one (1) business day after it is sent. Notice shall be deemed given five (5) calendar days after deposit in the United States mail, certified and postage prepaid, return receipt requested, and addressed as follows, or at such other address as either may from time to time specify to the other Parties in writing.
To CITY:
City of Yucaipa
Attn: City Manager
34272 Yucaipa Blvd.
Yucaipa, California 92399
To DISTRICT: Yucaipa-Calimesa Joint Unified School District Office of the Superintendent
Attn: Superintendent
12797 Third St.,
Yucaipa CA 92399
To COUNTY: San Bernardino County Library
Office of the County Librarian
Attn: County Librarian
4885-4873-6701.1 5
268 W. Hospitality Lane, 3`d Floor, Suite 301
San Bernardino, CA 92415
The Parties agree to accept facsimile or scanned signed documents and agree to rely upon such documents as if they bore original signatures. The Parties agree to provide, within seventy-two (72) hours after transmission of such a facsimile or scan, the original documents that bear the original signatures.
Section 10. Compliance with Applicable Law. The Parties agree to comply with all applicable Federal, State and local laws and regulations pertaining to Project. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California.
Section 11. Venue. The venue of any action or claim brought by any Parties to this Agreement shall be the Superior Court of California, County of San Bernardino, San Bernardino District. If any action or claim concerning this Agreement is brought by any third -party and filed in another venue, the Parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, County of San Bernardino, San Bernardino District.
Section 12. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The section headings are for purposes of convenience only.
Section 13. Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
Section 14. Representatives. District's Superintendent or designee ("District Representative") and County's Librarian or designee is designated as being the principal and representative for District and County, respectively, authorized to act in its behalf with respect to the work, services, and activities specified herein. City Manager or designee ("City Representative") is designated as being the representative of City authorized to act on its behalf with respect to work, services, and activities, specified herein.
Section 15. Execution. The Parties may execute this Agreement in counterparts, each of which shall be an original but all of which shall constitute the same instrument. The Parties shall be entitled to sign and transmit an electronic signature ofthis Agreement (whether by facsimile, PDF, or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request. 4885-4873-6701.1 6
Section 16. Waiver. The failure of any party to insist upon strict performance of any of the terms, conditions or covenants in this Agreement shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the terms, conditions or covenants herein contained.
Section 17. Time. Time is of the essence of every provision of this Agreement in which time is an element.
Section 18. Evaluation/Dispute Resolution. In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement or breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
The City and the District shall establish a Joint Use Interagency Team, composed of staff representatives of the City, County and the District, to monitor the joint use project and Agreement or its duration. The Interagency Team shall hold conference calls or meetings on a quarterly basis to review the performance of the project and to confer to discuss interim problems during the term of the Agreement. If the Joint Use Interagency Team is unable to reach a solution on a particular matter, it will be referred to the City Manager, County Librarian and District Superintendent, or their designees, for resolution.
The Joint Use Interagency Team shall review the Agreement by each designee each year to evaluate the Project and to propose amendments to this Agreement.
Neither party is waiving any rights herein by agreement to the instant conflict resolution provision as may be bestowed upon them, should conflict resolution not prove fruitful, by California law; however, the parties shall be required to engage in a good faith effort to reach a resolution per this clause prior to initiation of litigation.
Section 19. Authorized Signatories. The Parties to the Agreement represent that the signatories executing this document are fully authorized to enter into this Agreement. [SIGNATURES APPEAR ON NEXT PAGE]
4885-4873-6701.1 7
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year adopted by the last Party.
CITY OF YUCAIPA
By:
Justin Beaver,
Mayor
Dated:
Attest:
Ana V. Sauseda, MMC
Director of General Services/City Clerk
Approved as to Form:
Steven Graham Pacifico
City Attorney
SAN BERNARDINO COUNTY
By:
Dawn Rowe, Chair, Board of Supervisors
Dated:
SIGNED AND CERTIFIED THAT A COPY OF THIS
DOCUMENT HAS BEEN DELIVERED TO THE
CHAIR OF THE BOARD
Lynna Monell
Clerk of the Board of Supervisors of
San Bernardino County
Approved as to Legal Form
Deputy County Counsel
[Signatures Continue on Next Page]
4885-4873-6701.1 8
Approved as to Form:
District Counsel
Dated:
YUCAIPA-CALIMESA JOINT UNIFIED
SCHOOL DISTRICT
By:
Title:
4885-4873-6701.1 9
EXHIBIT A
PROPERTY DESCRIPTION
Y iicalpa Blvd Yu
Yucaipa Bly
(1 of 2)
Parcels: YUCAIPA-CALIMESA JOINT
UNIFIED SCH D
APN: 030307128
Lard Value: 0
Impr Value: 0
Exempt Value: 0
HOX:
Acreage: 4.40
Tax Status: EXEMPT FROM ASSESSMENT
Zoning: CITY OF YUCAIPA
Zoning Desc: City of Yucaipa
Jurisdiction: Oty of Yucaipa
URL: Mtp•/J www.yucaipa.org/
Base Year. 2016
Assess Desc RESTAURANT
Assess Class: COMMEROAL
Additional County Parcel Resources
Assessor Pao: Meg
Zoom to
4885-4873-6701.1
-r
EXHIBIT B
PROJECTED PROJECT
1 1 s;
PROPOSED LIBRARY BUILDING N
1.4 YUCAIPA BOULEVARD
•
,FL
4885-4873-6701.1
EXHIBIT C
INSURANCE REQUIREMENTS
A. The District is a member of a risk retention pool for purposes of Professional Liability, General Liability, Automobile Liability and Workers' Compensation. The remaining parties are authorized self -insured public entities for purposes of Professional Liability, General Liability, Automobile Liability and Workers' Compensation. The Parties warrant that through their respective programs of self- insurance or membership in a risk retention pool, as applicable, they have adequate coverage or resources equivalent to the requirements in Section B. below, to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement.
All approved subcontractors shall be subject to the provisions of this Agreement applicable to the Parties. The subcontractor shall agree to provide insurance set forth in accordance with the requirements herein. If the subcontractor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the subcontractor agrees to amend, supplement or endorse the existing coverage to do so.
For any subcontractor, City shall:
A.1 Be responsible for subcontractor compliance with the Agreement and the subcontract terms and conditions; and
A.2 Ensure that the subcontractor follows County's reporting formats and procedures as specified by County; and
A.3 Include in the subcontractor's subcontract substantially similar terms as are provided in Article I and Article II and Exhibit "C" - Insurance Requirements.
B. Without in anyway affecting the indemnity herein provided and in addition thereto, the Parties shall secure and maintain throughout the contract term the following types of insurance with limits as shown:
B.1
Workers' Compensation/Employer's Liability — A program of Workers' Compensation insurance or a state -approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with one million dollars ($1,000,000) limits covering all persons including volunteers providing services on behalf of the Parties and all risks to such persons under this Agreement.
B.2 Commercial/General Liability Insurance — The Parties and subcontractor shall carry General Liability Insurance covering all operations performed 4885-4873-6701.1
by or on behalf of the Parties providing coverage for bodily injury and property damage with a combined single limit of not less than ten million dollars ($10,000,000), per occurrence. The policy coverage shall include:
a. Premises operations and mobile equipment.
b. Products and completed operations.
c. Broad form property damage (including completed operations). d. Explosion, collapse and underground hazards.
e. Personal injury.
f. Contractual liability.
g. Ten million dollar ($10,000,000) general aggregate limit.
B.3 Automobile Liability Insurance — Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired and non -owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than five million dollars ($5,000,000) for bodily injury and property damage, per occurrence.
B.4 Umbrella Liability Insurance — An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage shall also apply to automobile liability.
B.5 Professional Liability — Professional Liability Insurance with limits of not less than one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) aggregate limits;
or
Errors and Omissions Liability Insurance — Errors and Omissions Liability Insurance with limits of not less than one million dollars ($1,000,000) and two million dollars ($2,000,000) aggregate limits; or
Directors and Officers Insurance coverage with limits of not less than one million dollars ($1,000,000) shall be required for contracts with charter labor committees or other not -for -profit organizations advising or acting on behalf of the County.
If insurance coverage is provided on a "claims made" policy, the "retroactive date" shall be shown and must be before the date of the state of the contract work. The claims made insurance shall be maintained or "tail" coverage provided for a minimum of five (5) years after contract completion.
4885-4873-6701.1
B.6 Environmental Contracts
a. Environmental Liability Insurance with a combined single limit of not less than five million dollars ($5,000,000) per claim or occurrence and a separate aggregate for the contract project. The required additional insured endorsement shall protect the Parties without any restrictions.
b. If insurance coverage is provided on a "claims made" policy, the "retroactive date" shall be shown and must be before the date of the start of the contract work. The claims made insurance shall be maintained or "tail" coverage provided for a minimum of five (5) years after contract completion.
B.7 Builder's Risk (Course of Construction) insurance utilizing an "All Risk" (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.
C. Additional Insurance Requirements
a. Additional Insured. All policies, except for Worker's Compensation, Errors and Omissions and Professional Liability policies shall upon written request from a Party, contain additional endorsements naming the Parties and Parties' officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of the performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for the Party to vicarious liability but shall allow coverage for the Party to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85. b. Waiver of Subrogation Rights. The Parties and subcontractor(s) shall require the carriers of required coverages to waive all rights of subrogation against the Party, the Party's officers, employees, agents, volunteers, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit the Parties or Subcontractor(s) and their employees or agents from waiving the right of subrogation prior to a loss or claim. c. Policies Primary and Non -Contributory. All policies required herein are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by each Party.
d. Severability of Interests. City agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross -liability exclusions that preclude coverage for suits between City and other 4885-4873-6701.1
Parties or between other Parties and any other insured or additional insured under the policy.
e. Proof of Coverage. Upon written request, the Parties shall furnish Certificates of Insurance to the requesting Party evidencing the insurance coverage at the time the Agreement is executed, additional endorsements, as required shall be provided prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the other Parties, and the Parties shall maintain such insurance from the time City commences performance of services hereunder until the completion of such services. Within fifteen (15) days of the commencement of this Agreement, City shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request. f. Acceptability of Insurance Carrier. Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best" Insurance Guide rating of "A- VII".
g.
Deductibles and Self -Insured Retention. Any and all deductibles or self - insured retentions in excess of ten thousand dollars ($10,000) shall be declared to and approved by Risk Management.
h. Failure to Procure Coverage. In the event that any policy of insurance required under this Agreement does not comply with the requirements, is not procured, or is canceled and not replaced, subject to the terms set forth under Section 7 (Termination Events), The Parties have the right but not the obligation or duty to cancel the Agreement or upon notice to City, obtain insurance if the Parties deem it necessary and any premiums paid by the Parties will be promptly reimbursed by City or the Parties' payments to City will be reduced to pay for the Parties' purchased insurance.
i. Insurance Review. Insurance requirements are subject to Parties periodic review. City acknowledges that Parties' Director(s) of Risk Management or designee are authorized, but not required, to reduce, waive or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not available, is unreasonably priced, or is not needed to protect Parties' interests. In addition, if County Risk Management reasonably determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the County Director of Risk Management or designee is authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against Parties, inflation, or any other item reasonably 4885-4873-6701.1
related to Parties' risk. Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this Agreement. City agrees to execute any such amendment within thirty (30) days of receipt. Any failure, actual or alleged, on Parties' part to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on Parties' part.
4885-4873-6701.1