CITY Of
N
STAFF REPORT
DATE: July 27, 2026
TO: Honorable Mayor and City Council
FROM: Dr. Sean M. Moore, City
Item No. 14
I
PREPARED BY: Fermin Preciado, Director of Development Services/City Engineer Todd Gutjahr, Public Works Analyst
SUBJECT: Scherer Senior Center HVAC Upgrades — CDBG Project No: YUCA-CV19-1- 03A
RECOMMENDATION:
That the City Council ratify the following recommendations as considered at the June 22, 2026 City Council meeting:
Authorize the City Manager to execute Contract Amendment No. 7 with Allison Mechanical, Inc. for HVAC Operations and Maintenance Services at Various City -Owned Public Facilities (Program) for the additional amount of $164,100 for the Scherer Senior Center 14VAC Upgrades — CDBG Project No: YUCA-CV 19-1-03A for a revised contract total in the amount of $493,000 for FY27; and
2. Find that the public interest will not be best served and the procurement would not be feasible by a formal request for proposal process, waive the formal solicitation of proposal process and award a contract for the purchase of HVAC equipment required to complete the project to Russell Sigler, Inc. based on the proposal submitted in the amount of $65,879, utilizing the Sourcewell, Contract Number 080824, per the City of Yucaipa Purchasing Policy and Procedures, Section 6: Cooperative or Piggy Back Procurement for the Scherer Senior Center HVAC Upgrades — CDBG Project No: YUCA-CV19-1-03A; and
3. Approve the amounts of $24,000 for contract contingency and $10,000 for contract administration, staff time, and inspection costs for a total budget in the amount of $263,979; or
4. Provide further direction to staff.
BACKGROUND/DISCUSSION:
On June 22, 2026, the City Council considered this item. Following additional administrative review, the City Manager directed staff to return the item to the City Council for reconsideration.
In April 2020, it was announced that the County of San Bernardino received $6,560,515 in federal grant funding to address the financial crisis caused by the coronavirus pandemic. This funding, provided through the Community Development Block Grant program (CDBG-CV) and Emergency Solutions Grant (ESG) Program, enables city and county governments to invest in programs that support economic growth, create jobs, address homelessness, and provide affordable housing. The grants were made available by the CARES Act, the $2.2 trillion Economic Stimulus Package Bill signed into law in March of 2020 to provide financial relief during the COVID-19 pandemic.
The City received the amount of $202, 897 through the CDBG-CV 1 Small Business Resiliency Program to help businesses respond to the impacts of the COVID-19 pandemic. As of now, $65,473 of this allocation remains available to the City.
In 2021, the City was awarded $210,786 in CDBG-CV3 funding, designated for utility, rental, and mortgage assistance, with the goal of assisting at least twenty-five (25) low to moderate income households on Yucaipa. The amount of $181,045 remains available to the City.
In total, the remaining funding is $246,519. In February of 2026, the City obtained approval from the San Bernardino County Community Development and Housing Department to allocate this fund balance from CDBG-CV allocations designated for COVID-19 response activities to the General Capital Projects fund to upgrade the HVAC system at the Scherer Senior Center (Senior Center).
Proposed upgrades would result in enhanced energy efficiency, better heating and cooling capabilities, and the installation of an ultraviolet light system, resulting in an enhancement of temperature control and indoor air quality.
Staff requests authorization to execute Amendment No. 7 to the FY27 contract with Allison Mechanical in the amount of $164,100 for the Scherer Senior Center Upgrades. This would result in a revised FY27 contract amount of $492,100.
Staff also requests authorization to purchase HVAC equipment from Russell Sigler, Inc. in the amount of $65,879, using the Sourcewell cooperative purchasing agreement. Sourcewell provides cooperative purchasing solutions for government and educational agencies through competitively solicited contracts and equipment. The City may use cooperative purchasing agreements pursuant to its Purchasing Policies and Procedures, Section 6 — Cooperative Purchases.
FISCAL IMPACT:
The recommendations result in total expenditures in the amount of $263,979 which is included in the proposed FY27 Budget and Capital Improvement Program.
Attachment:
1. Allison Contract Amendment No. 7
2. Russell Sigler, Inc. Agreement for Purchase
ATTACHMENT 1
Docusign Envelope ID: 2570B40E-3677-88ED-8053-2C8DOD013D64
SEVENTH AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF YUCAIPA,
A CALIFORNIA MUNICIPAL CORPORATION
. •M
ALLISON MECHANICAL, INC.
A CALIFORNIA CORPORATION
DATED: JUNE 229 2026
Docusign Envelope ID: 2570B40E-3677-88ED-8053-2C8DOD013D64
SEVENTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR HVAC
OPERATIONS AND MAINTENANCE SERVICES
BETWEEN THE CITY OF YUCAIPA AND ALLISON MECHANICAL, INC.
This Seventh Amendment to the Professional Services Agreement for HVAC Operations and Maintenance Services is made and entered into as of this 22nd day of June, 2026, by and between the City of Yucaipa ("City"), a California municipal corporation, and Allison Mechanical, Inc., a California Corporation ("Consultant'). City and Consultant are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. City and Consultant entered into an agreement entitled "Professional Services Agreement for HVAC Operations and Maintenance Services" dated August 8, 2022 ("Agreement') for the purpose of retaining the services of Consultant to provide on -call HVAC operations and maintenance services which authorizes Forty -Eight Thousand Nine Hundred and Sixty -Eight Dollars ($48,968) per year for three years for traffic signal operations and maintenance services.
B. The Parties have previously entered into Amendment No. 1 dated June 6, 20233 ("Amendment No. I"). Amendment No. 1 increased the total not to exceed amount to Seventy Thousand Five Hundred Thirty -One Dollars ($70,531) per year for traffic signal operations and maintenance services.
C. The Parties have previously entered into Amendment No. 2 dated October 23, 2023 ("Amendment No. 2"). Amendment No. 2 increased the total not to exceed amount to One Hundred Fifteen Thousand Five Hundred Thiry-One Dollars ($115,531) per year for traffic signal operations and maintenance services.
D. The Parties have previously entered into Amendment No. 3 dated June 24, 2024 ("Amendment No. 3"). Amendment No. 3 increased the total not to exceed amount to One Hundred Fifteen Thousand Seven Hundred Thiry-One Dollars ($117,531) per year for traffic signal operations and maintenance services.
E. The Parties have previously entered into Amendment No. 4 dated December 9, 2024 ("Amendment No. 4"). Amendment No. 4 increased the total not to exceed amount to One Hundred Fifty Thousand Eight Hundred Fifty -Three Dollars ($150,853) per year for traffic signal operations and maintenance services.
F. The Parties have previously entered into Amendment No. 5 dated June 23, 2025 ("Amendment No. 5"). Amendment No. 5 increased the total not to exceed amount to One Hundred Fifty -Four Thousand Six Hundred Twenty -Four Dollars ($154,624) per year for traffic signal operations and maintenance services.
Page I 1
Docusign Envelope ID: 257OB40E-3677-88ED-8053-2C8DOD013D64 G. The Parties have previously entered into Amendment No. 6 dated November 1, 2025 ("Amendment No. 6"). Amendment No. 6 increased the total not to exceed amount to Three Hundred Twenty -Eight Thousand Nine Hundred Dollars ($328,900) per year for the replacement of the chiller at City Hall.
H. Pursuant to Section 27 "Amendment" of the Agreement, the Parties desire to enter into this Amendment No. 7 to amend the Agreement to increase the not -to -exceed compensation amount of One Hundred Sixty -Four Thousand One Hundred Dollars ($164,100) for the Scherer Senior Center HVAC Upgrades — CDBG Project No: YUCA-CV19-1-03A, for a contract total of Four Hundred Ninety -Three Thousand Dollars ($493,000) .
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the Parties do hereby enter into this Amendment No. 3, which modifies and amends the Agreement as follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
Section 3(A) of the Agreement is hereby amended as follows:
As full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit B. In no event shall Consultant be paid more than $493,000 for the routine HVAC maintenance (the "Maximum Compensation") for such Services.
2. REMAINDER UNCHANGED. Except as specifically modified and amended in this Amendment No. 7, the Agreement remains in full force and effect and binding upon the Parties.
3. INTEGRATION. This Amendment No. 7 consists of pages 1 through 3, inclusive, which constitute the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements, including written or verbal communications between the Parties with respect to all or any part of the transaction discussed in this Amendment No. 3.
4. SEVERABILITY. If any portion of this Amendment No. 7 is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. EFFECTIVE DATE. This Amendment No. 7 shall not become effective until the date it has been executed by the appropriate authorities of the City and Consultant.
6. APPLICABLE LAW. The laws of the State of California shall govern the interpretation and enforcement of this Amendment No. 7.
Docusign Envelope ID: 2570B40E-3677-88ED-8053-2C8DOD013D64
7. REFERENCES. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Amendment No. 3 have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Amendment No.
7. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 7 to the Agreement on the date and year first written above.
CITY OF YUCAIPA
Dr. Sean M. Moore, City Manager
ATTEST:
10-A
Ana Sauseda, MMC
Director of General Services/City Clerk
CONSULTANT
DocuSigned by;
By. FFnF7R7f117.1111
Its: Vice President
APPROVED AS TO FORM:
Steven Graham Pacifico, City Attorney
ATTACHMENT 2
AGREEMENT FOR THE SALE OF GOODS
BY AND BETWEEN
THE CITY OF YUCAIPA,
A CALIFORNIA MUNICIPAL CORPORATION AND
RUSSELL SIGLER, INC.
ANEW MEXICO C CORPORATION
CITY OF
Form Approved 211012023
Page I of 22
AGREEMENT FOR THE SALE OF GOODS
FOR SCHERER SENIOR CENTER HVAC UPGRADES BETWEEN
THE CITY OF YUCAIPA AND RUSSELL SIGLER, INC.
THIS AGREEMENT FOR THE SALE OF GOODS ("Agreement") is made and entered into this 22nd day of June, 2026 ("Effective Date"), by and between the CITY OF YUCAIPA ("City"), a California municipal corporation and Russell Sigler, Inc, a New Mexico Corporation ("Vendor").
For the purposes of this Agreement, City and Vendor are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties." Recitals
City has sought by Sourcewell Contract #080824-CAR to purchase heating, ventilation, and air conditioning supplies as defined and described particularly in Section 2, "Equipment Schedule" of this Agreement.
2. Sourcewell provides cooperative purchasing solutions for government and educational agencies through competitively solicited contracts and equipment. The City may use cooperative purchasing agreements pursuant to its Purchasing Policies and Procedures, Section 6 — Cooperative Purchases.
Vendor desires to sell heating, ventilation, and air conditioning supplies as required by the City on the terms and conditions set forth in this Agreement.
4. Vendor represents that it has the required competence and qualifications necessary to sell heating, ventilation, and air conditioning supplies.
The Parties desire to formalize the selection of Vendor to sell heating, ventilation, and air conditioning supplies as defined and described particularly in Section 2 "Equipment Schedule" of this Agreement and desire that the term of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT
Subject to the provisions of Section 21 "Termination of Agreement' of this Agreement, the Term of this Agreement is through December 31, 2026 commencing on Effective Date, unless otherwise extended by written agreement of the Parties. Vendor shall provide all Goods (defined particularly below) within the Term of this Agreement and shall meet any other established schedules and deadlines. All delivery dates and schedules set forth in this Agreement are good -faith estimates
only and are subject to manufacturer lead times, product availability and allocation, and the Force Majeure provisions of Section 37. Vendor shall not be in breach, and shall have no liability for any delay in delivery to the extent caused by events beyond its reasonable control.
SECTION 2. EQUIPMENT SCHEDULE
(a) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to sell and deliver to City the Goods (defined below) set forth in Exhibit "A," "Equipment Schedule." Any services to be performed by Vendor are limited to those, if any, expressly identified in Exhibit "A" (the "Services") and are incidental to the sale of Goods. This Agreement is a contract for the Sale of Goods governed by Division 2 of the California Commercial Code, except as expressly modified herein. (b) Unless specifically stated otherwise, the Goods shall be new and unused and of the current or immediately preceding model or production year, subject to availability from the applicable manufacturer.
SECTION 3. SCHEDULE OF PERFORMANCE
Vendor shall provide the Goods and/or Services expeditiously, within the Term of this Agreement, as set forth in Exhibit "C," "Schedule of Performance." Upon request of City, Vendor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance. All dates set forth in the Schedule of Performance are good -faith estimates and are subject to manufacturer lead times, allocation, and the Force Majeure provisions of Section 37.
SECTION 4. ADDITIONAL WORK
At any time during the Tenn of this Agreement, City may request that Vendor perform "Additional Work." As used herein, "Additional Work" means any work which is determined by City to be necessary for the proper completion of the Goods and/or Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Vendor shall not be compensated for any Additional Work, unless such Additional Work is authorized in advance and in writing in accordance with Section 27 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such Additional Work is authorized, such additional work shall be deemed to be part of this Agreement. Nothing in this Section obligates Vendor to perform any Additional Work, and Vendor shall have no obligation to perform Additional Work unless and until its scope, schedule, and price have been mutually agreed in a written amendment signed by both Parties.
SECTION 5. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Vendor the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $65,879.00 ("Not to Exceed Amount"), unless additional compensation is approved in writing in accordance with Section 27 "Administration and Implementation" or Section 28
"Amendment" of this Agreement.
Payment to Vendor for Work performed pursuant to this Agreement shall not be deemed to waive any defects in Work performed by Vendor.
(b) If this Agreement is extended pursuant to Section 1 "Term of Agreement," the City shall pay rates mutually agreed upon by the Parties at the time of extension, which may reflect Vendor's costs, manufacturer pricing and market conditions.
If Additional Work is authorized, Vendor will be compensated as set forth in a Contract Amendment approved by both parties.
SECTION 6. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the Services performed and/or the goods provided. The invoices shall be delivered to City at the address set forth in Section 22, "Notices" hereof.
(b) Vendor shall at any time following delivery of Goods or performance of Work, submit to City a complete and accurate written itemized invoice for Work performed and/or Goods provided. The invoice must be in a format approved by City, as detailed in (c) below. (c) In order to receive payment, Vendor shall submit to City an itemized invoice for Good sold and any Services pursuant to this Agreement. Each itemized invoice shall identify at the top of the first page, the Not to Exceed Amount, the Goods sold during the billing period, the amount due for the statement invoice and the total amount previously invoiced, if any, for which reimbursement is sought in the statement invoice. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in Section 5(a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Vendor to determine whether the Work performed/ Goods delivered and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (d). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Vendor for correction and resubmission. The detailed labor and subcontractor breakdown requirements of this Section apply only to the extent Vendor performs labor -based Services expressly identified in Exhibit 'A,' and shall not apply to the sale of Goods. (d) Except as to any charges for Work performed or expenses incurred by Vendor which are disputed by City, City will pay Vendor within thirty (30) days of receipt of Vendor's invoice.
Any objection to the form, content, or supporting documentation of an invoice shall
constitute a dispute subject to the notice requirement below, and failure to object within ten (10) business days shall constitute acceptance of the invoice as correct and complete.
City shall pay all undisputed amounts notwithstanding any dispute as to other amounts.
City's right to dispute any invoice charge shall be exercised within ten (10) business days of receipt of the invoice; any charge not disputed within that period shall be deemed undisputed and payable within the thirty (30) day period. City shall provide written notice of any disputed amount specifying in reasonable detail the basis for the dispute. Undisputed amounts not paid when due shall bear interest at the maximum rate permitted by law, from the date due until paid.
(e) The Parties estimate that performance of this Agreement will not exceed the Not to Exceed Amount. Vendor shall notify the City in writing whenever it has reason to believe that the costs the Vendor expects to incur under this Agreement in the following sixty (60) days, when added to all costs previously incurred, will exceed eighty percent (80%) of the Not to Exceed Amount specified herein. As part of the notification, the Vendor shall provide the City a revised estimate of the total cost of performing this Agreement.
SECTION 7. INDEPENDENT CONTRACTOR
(a) Vendor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Vendor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
The personnel providing the Goods and/or Services under this Agreement on behalf of Vendor shall at all times be under Vendor's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Vendor or any of Vendor's officers, employees, subcontractors or agents except as set forth in this Agreement. Vendor shall not at any time or in any manner represent that Vendor or any of Vendor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (b) Neither Vendor, nor any of Vendor's officers, employees or agents, shall obtain any rights to retirement, health care, workers' compensation, disability, or any other benefits which may otherwise accrue to City's employees. Vendor expressly waives any claim Vendor may have to any such rights.
SECTION 8. ACCEPTANCE OF GOODS
(a) The Goods shall be received subject to City's inspection and right of rejection. The Goods shall not be considered accepted until inspection or testing establishes that the Goods materially conform to the specifications set forth in Exhibit "A." Acceptance of any of the Goods by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 "Indemnification" and Section 20 "Insurance." If a breach of manufacturer's warranty occurs during the warranty period, City shall notify Vendor in writing within a reasonable
time after City becomes aware of such breach. Vendor agrees to facilitate the prompt repair or replacement of any defective Goods and to reperform any services which do not, in all respects, conform to the foregoing manufacturer's warranties, when notified of such nonconformity by City.
The Parties acknowledge that Vendor is a distributor and not the manufacturer of the Goods.
Vendor's obligations with respect to defective Goods are limited to passing through and, to the extent assignable, assigning to City the applicable manufacturer's warranties and facilitating City's warranty claims against the manufacturer. Vendor does not independently warrant the Goods beyond the warranties expressly set forth in Section 12 and shall not be liable as guarantor of the manufacturer's performance or of any costs the manufacturer is obligated to bear under this Section.
All costs and expenses associated with access to or repair or replacement of defective goods and/or reperforinance of any services, including all transportation costs, shall be paid by manufacturer. No back -charges or merchandise returns for credit are accepted on behalf of manufacturer without prior written authorization by Vendor's Regional Sales Manager and then only upon the conditions and procedures set forth by the manufacturer. City shall inspect the Goods within fifteen (15) business days after delivery. The Goods shall be deemed accepted upon the earliest of (i) City's written acceptance, (ii) expiration of the inspection period without City's delivery of a written notice of rejection specifying the material nonconformity, or (iii) any use, installation, resale, or commingling of the Goods by or for City other than reasonable testing. Acceptance shall not be unreasonably withheld and may be withheld only for material nonconformity with the specifications. The deemed acceptance provisions of this Section 8(a) shall control over any contrary implication elsewhere in this Section.
(b) If, during the inspection period set forth in Section 8(a) and prior to acceptance, the Goods are found to be materially defective in material or workmanship or otherwise materially nonconforming with the specifications, City shall have the right, in addition to any other rights it may have under the applicable manufacturer's warranties or otherwise, to reject such Goods in whole or in part. After acceptance, City's sole and exclusive remedy for nonconforming Goods shall be the warranty remedies set forth in Section 12, and City waives the right to reject the Goods or to revoke acceptance under California Commercial Code Section 2608. Rejected Goods shall be held by City with reasonable care for Vendor's account and disposition. The cost of return of Goods that are properly rejected for material nonconformity shall be borne by Vendor; the cost of any Goods rejected without justification shall be borne by City. No rejected Goods shall be replaced by Vendor without written instruction or authorization from City. Rejection is limited to Goods that are materially nonconforming, and Vendor shall have a reasonable opportunity to cure any nonconformity by repair or replacement before any other remedy is pursued. The remedies set forth in Section 8 and Section 12 are subject to the limitations set forth in Section 38 'Limitation of Liability,' which shall apply in all events.
SECTION 9. ACCEPTANCE OF WORK
City may inspect and accept or reject any of Vendor's work (Work; i.e., Goods and Incidental Services), under this Agreement, as set forth in section 8 above. City shall reject Work by a timely written explanation, otherwise Vendor's Work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such Work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Vendor's Work by City shall not
constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 "Indemnification" and Section 20 "Insurance."
SECTION 10. CONTINUITY OF PERSONNEL
Vendor shall make every reasonable effort to maintain the stability and continuity of Vendor's staff and subcontractors, if any, assigned to provide the Goods and/or Services. Vendor shall notify City of any changes in Vendor's staff and subcontractors, if any, assigned to provide the Goods and/or Services prior to and during any such performance.
SECTION 11. STANDARD OF PERFORMANCE
Vendor represents and warrants that it has the qualifications, experience and facilities necessary to properly provide the Goods and/or Services required under this Agreement in a thorough, competent and professional manner. Vendor shall at all times faithfully, competently and to the best of its ability, experience and talent, provide the Goods and/or Services. In meeting its obligations under this Agreement, Vendor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing Goods similar to the Goods required of Vendor under this Agreement, and shall use such skill, prudence, and diligence as other members of Vendor's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Equipment Schedule" that shall also be applicable to Vendor's Work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. Notwithstanding the foregoing, Vendor is a distributor and supplier of Goods manufactured by others. With respect to the Goods, Vendor's sole warranty and other obligations are as expressly set forth in Section 12, and the professional standard of care described in this Section applies only to Services, if any, actually performed by Vendor and not to Goods manufactured by third parties.
SECTION 12.WARRANTY OF GOODS
(a) Vendor hereby passes through to City, to the extent assignable, all applicable manufacturer warranties. The manufacturer warranty shall be for a period of one (1) year, or such longer period as provided by a manufacturer or as agreed to by Vendor and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods. Vendor shall facilitate City's warranty claims with the manufacturer and provide liaison between the City and the manufacturer for purposes of warranty repairs. The Parties acknowledge that Vendor is a distributor and not the manufacturer of the Goods. Vendor's obligations with respect to defective Goods are limited to passing through and, to the extent assignable, assigning to City the applicable manufacturer's warranties and facilitating City's warranty claims against the manufacturer. Vendor does not independently warrant the Goods and shall not be liable as guarantor of the manufacturer's performance. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary
technology and intellectual property incorporated within the Goods. Vendor agrees to indemnify, defend and hold City harmless against any and all third -party claims resulting from the breach or inaccuracy of any of the foregoing warranties. All Goods are warranted only by the manufacturers as provided by manufacturers in writing. Vendor makes no other warranties, express or implied, and its agents or technicians are not authorized to make any such warranties on behalf of Vendor.
Vendor makes no warranties on labor.
(b) DISCLAIMER. THE WARRANTY IN SUBSECTION (a) IS THE SOLE AND
EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES,
WHETHER IMPLIED, STATUTORY, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. VENDOR DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF
MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE GOODS OR
SERVICES WILL MEET CITY'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR
CAPACITY, EFFICIENCY, SOUND LEVEL, OR PERFORMANCE UNDER ACTUAL SITE CONDITIONS.
(c) Exclusions. No warranty applies to Goods that have been altered, modified, repaired, installed, operated, stored, or maintained other than by Vendor or in accordance with Vendor's written instructions or published parameters, or that have been subjected to misuse, neglect, accident, or improper application, nor to normal wear, consumables, or filters. (d) Selection and Reliance. City assumes complete responsibility for the selection and specification of the Goods and Services to achieve its intended results, and for the results obtained.
City acknowledges that it has not relied on Vendor's skill or judgment in selecting or furnishing Goods for any particular purpose, and that any technical assistance, selection input, sizing, or performance estimate furnished by Vendor was advisory only, was based on data furnished by or on behalf of City, and does not constitute a warranty of suitability. City has not relied on any representation, statement, sales literature, or estimate not expressly set forth in this Agreement.
SECTION 13. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES
(a) Vendor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Vendor shall be liable for all violations of such laws and regulations in connection with this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Vendor to comply with this section.
(b) If applicable, Vendor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Vendor shall specifically be aware of the CARB limits and requirements' application to "portable equipment," which definition is considered by CARB to include any item of equipment with a fuel -powered engine. Vendor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Vendor, its subcontractors, or others for whom Vendor is responsible under its indemnity obligations provided for in this Agreement. The Parties acknowledge that this Agreement is for the sale of Goods and that Vendor does not operate portable equipment or conduct field operations at any City site except, if at all, for delivery. This subsection applies only to equipment, if any, that Vendor itself operates on City premises in performing this Agreement, and Vendor's indemnity under this subsection is limited to fines or penalties to the extent arising from Vendor's own non-compliance. Nothing in this subsection shall limit the City's rights and remedies with respect to the Vendor's non-compliance with applicable laws. (c) Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Vendor or City to penalties, fines, or additional regulatory requirements. Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Vendor's non-compliance with the laws, regulations and policies described in this section, unless such non- compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
Vendor's obligations under this subsection are limited to non-compliance arising from Vendor's own on -site activities, if any, and do not extend to the sale or delivery of conforming Goods. Nothing in this subsection shall limit the City's rights and remedies with respect to the Vendor's non-compliance with applicable laws.
SECTION 14. PREVAILING WAGE LAWS
The Parties acknowledge that this Agreement is for the sale and delivery of Goods and is not a "public work" or "maintenance" project under the Prevailing Wage Laws. The provisions of this Section, including any indemnity, apply only if and to the extent the Services are finally determined to constitute a public work to which the Prevailing Wage Laws apply, and Vendor's indemnity is limited to Vendor's own failure to comply in that event.
SECTION 15.NONDISCRIMINATION
Vendor and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS,
denial of pregnancy disability leave, reproductive health decision making, genetic information, gender, gender identity, veteran military status, or reasonable accommodation in connection with or related to the performance of this Agreement. Vendor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.). Vendor shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
SECTION 16. SAFETY
Vendor shall execute and maintain its Work so as to avoid injury or damage to any person or property. In carrying out its Work, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. This Section applies, if at all, to Vendor's personnel only while physically present on City premises in connection with delivery of the Goods, and the precautions listed below apply only to the extent relevant to such activities. Vendor is not responsible for site conditions or for the installation, construction, or other activities of City or third parties. Safety precautions as applicable shall include, but shall not be limited to:
(a) Adequate life protection and lifesaving equipment and procedures; (b) Instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (c) Adequate facilities for the proper inspection and maintenance of all safety measures.
SECTION 17. INTENTIONALLY LEFT BLANK.
SECTION 18. DISPUTES
Should any dispute arise respecting the true value of any Work done, of any Work omitted, or of any Additional Work which Vendor may be required to do, or respecting the size of any payment to Vendor during the performance of this Agreement, Vendor shall continue to perform with respect to undisputed matters while the dispute is pending, and City's determination of a dispute shall not be final or binding upon Vendor. If Vendor disputes City's decision, Vendor shall have such remedies as may be provided by law. Vendor shall not be required to continue performance with respect to the disputed matter or while any undisputed amount is past due. City reserves the right to employ other vendors in connection with the Goods provided under this Agreement.
SECTION 19. INDEMNIFICATION
(a) To the fullest extent permitted by law, Vendor shall indemnify, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents ("Indemnified Parties") from and against any and all third -party claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Vendor or subcontractors), liabilities of every kind (including, without limitation, court costs, reasonable litigation expenses, and reasonable fees of expert consultants or witnesses incurred in connection therewith), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") to the extent caused by the negligence, recklessness, or willful misconduct of Vendor or any of its officers, agents, employees, representatives, or subcontractors, or anyone for whom Vendor is legally responsible, in the performance of this Agreement. Vendor's duty to indemnify, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the active negligence, sole negligence, or willful misconduct of the Indemnified Parties. Vendor's indemnification obligation with respect to the Goods is further limited as set forth in Section 12; Vendor shall not be obligated to indemnify City for claims arising from defects in Goods that are attributable to the manufacturer, and City's recourse for such claims is against the applicable manufacturer under the manufacturer's warranty.
SECTION 20. INSURANCE — IF REQUIRED
Vendor agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Vendor agrees to provide City with copies of required policies upon request.
SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Vendor. In the event such notice is given, Vendor shall cease immediately all Work in progress. If City terminates this Agreement for convenience (that is, without cause), then as Vendor's sole and exclusive remedy City shall pay Vendor: (i) the purchase price for all Goods delivered whether or not and for a l 1 Goods accepted; (ii) the purchase price for all Goods completed, in transit, or identified to this Agreement that cannot be cancelled or returned to the manufacturer; (iii) all manufacturer cancellation, restocking, and special -order charges incurred by Vendor; and (iv) Vendor's reasonable wind -down and demobilization costs, if any. Goods that are special -order, custom, made -to -order, non -cancellable, or non -returnable may not be terminated for convenience after Vendor has placed the corresponding order with its manufacturer or supplier. All amounts due to Vendor upon termination for convenience shall be paid within thirty (30) days of Vendor's submission of a final invoice therefor. (b) Vendor may terminate this Agreement for cause at any time upon thirty (30) days written
notice of termination to City.
(c) If either Vendor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Vendor, or City may terminate this Agreement immediately upon written notice; provided that the non -breaching Party shall first give the breaching Party written notice specifying the breach and a period of not less than thirty (30) days (or ten (10) days for a failure to pay undisputed amounts) to cure, and the breaching Parry shall have failed to cure within that period. Termination under this subsection does not relieve City of the obligation to pay the purchase price for all Goods delivered prior to the effective date of termination, subject to City's right to assert claims for breach.
(d) Upon termination of this Agreement by either Vendor or City, all property belonging exclusively to City which is in Vendor's possession shall be returned to City. Vendor shall furnish to City a final invoice for Work performed and expenses incurred by Vendor prepared as set forth in Section 6 "Method of Payment and Invoicing" of this Agreement.
This final invoice shall be reviewed and paid in the same manner as set forth in Section 6 "Method of Payment and Invoicing" of this Agreement.
(e) Upon written notice, City may suspend all or any portion of Vendor's performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay Vendor a sum equivalent to the purchase price of the Goods provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Vendor with written notice of the rescission, at which time Vendor would be required to resume performance in compliance with the terms and provisions of this Agreement. Vendor will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties. In addition to payment for Goods provided prior to suspension, City shall reimburse Vendor for all reasonable and documented costs incurred as a direct result of the suspension, including storage costs for Goods on hand, manufacturer holding charges, and reasonable re -mobilization costs upon resumption. If City suspends performance and does not rescind the suspension within ninety 6 six months, this Agreement shall be deemed terminated for convenience and Vendor shall be compensated in accordance with Section 21(a) and this subsection (e). Suspensions under this subsection shall not exceed six (6) months in the aggregate during the Term.
SECTION 22. NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Yucaipa
Attn: City Manager
34272 Yucaipa Blvd.
Yucaipa, CA 92399
To Vendor: Russell Sigler, Inc.
Attn: Ray Nishii
205 S. Puente St.
Brea, CA 92821
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
SECTION 23. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 24. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Notwithstanding the foregoing, Vendor may, without City's consent, (a) assign this Agreement to an affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or the business line to which this Agreement relates, and (b) assign, pledge, or grant a security interest in its right to receive payment hereunder for financing or collateral purposes, provided that any assignee of Vendor's performance obligations assumes them in writing. City's consent to any other assignment by Vendor shall not be unreasonably withheld, conditioned, or delayed. Vendor shall notify City if (a) assign this Agreement to an affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or the business line to which this Agreement relates, and (b) assign, pledge, or grant a security interest in its right to receive payment hereunder for financing or collateral purposes, provided that any assignee of Vendor's performance obligations assumes them in writing, prior to the actions occurring.
SECTION 25. WAIVER
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Goods or Services shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 26. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Vendor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Vendor to the performance of its obligations hereunder.
SECTION 27. ADMINISTRATION AND IMPLEMENTATION
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager's contracting authority under the Yucaipa Municipal Code.
SECTION 28. AMENDMENT
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Vendor and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Yucaipa Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. CONFLICTS OF INTEREST
(a) Vendor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Vendor's ability to provide the Goods and/or Services. Vendor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Vendor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Vendor is, as of the date of execution of this Agreement, independently involved in providing non -related goods and/or services to other governmental agencies and private parties. Vendor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Vendor will, provide non -related goods and/or services for other governmental agencies and private parties following the completion of providing the Goods and/or Services under this Agreement. Any such future goods and/or services shall not be considered a conflict of interest for purposes of this section.
SECTION 30. LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of San Bernardino, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California in Riverside.
SECTION 31. ATTORNEY'S FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT
This Agreement, including the attached exhibits and addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Vendor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding. In the event of any conflict among the documents comprising this Agreement, the following order of precedence governs: (1) this Agreement; (2) Exhibit "A"; (5) the remaining Exhibits; and (4) Vendor's quotation. Any additional or different terms contained in any City purchase order, acknowledgment, or similar document are rejected and shall not be binding on Vendor.
SECTION 33. SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement. Notwithstanding the foregoing, time shall not be of the essence with respect to delivery of the Goods; delivery dates are good -faith estimates subject to manufacturer lead times, allocation, and the Force Majeure provisions of Section 37.
SECTION 35. FEDERAL PROVISIONS
When funding for the Goods and/or Services is provided, in whole or in part, by an agency of the federal government, Vendor shall also fully and adequately comply with the provisions included in Exhibit "E" ("Federal Requirements") attached hereto and incorporated by reference. With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
SECTION 36. DELIVERY; TITLE; RISK OF LOSS
Shipment will be by common carrier, FOB Factory. Vendor will prepay freight to the first destination. Vendor reserves the right to control the routing. When any other than Vendor's regular method of shipment is used, the prepaid freight will not exceed the lowest of published prices for the regular method of shipment. Special handling charges by the carrier will be paid by City. Title
shall pass to City upon delivery to City. Delivery dates are based on current information and are subject to change. Vendor's delivery obligation is satisfied upon tender of conforming Goods at the designated delivery point. City is responsible for unloading, storage, and protection of the Goods after delivery, and for all installation and field Work unless installation is expressly included in Exhibit "A."
SECTION 37. FORCE MAJEURE
Except for payment obligations, neither Party shall be liable for any delay in or failure of performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, severe weather, epidemic or pandemic, governmental action or changes in law, embargoes, tariffs or duties, labor disputes, transportation delays, and shortages or allocations of materials, components, manufacturing capacity, or transportation, including delays or allocations by Vendor's manufacturers or suppliers. The affected Party shall give prompt written notice, and the time for performance shall be extended for the duration of the event. If a force majeure event affecting Vendor's supply continues for more than ninety (90) days, either Party may terminate the affected order or this Agreement as to the affected Goods without liability, and City shall pay for all Goods delivered and for all non -cancellable Goods ordered by Vendor.
SECTION 38. LIMITATION OF LIABILITY
(a) To the fullest extent permitted by law, in no event shall Vendor be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or revenue, loss of use, cost of cover, downtime, delay, disruption, impact, acceleration, inefficiency, loss of goodwill, diminution in value, or costs of removal, reinstallation, access, or restoration, arising out of or relating to this Agreement, the Goods, or any Services, regardless of the theory of liability, whether in contract, warranty, tort, strict liability, indemnity, statute, or otherwise, and even if advised of the possibility of such damages.
(b) For purposes of subsection (a), damages of the excluded types are excluded whether claimed by City directly or sought by City as indemnity, contribution, or reimbursement for amounts claimed by or paid to any third party, except to the extent awarded against an Indemnified Party by final judgment in a third party action for bodily injury, death, or damage to tangible property. (c) Except as provided in subsection (d), Vendor's total aggregate liability arising out of or relating to this Agreement, including all claims for indemnity under Section 19, shall not exceed the total amounts actually paid to Vendor under this Agreement.
(d) The aggregate cap in subsection (c) does not apply to (i) liability arising from Vendor's fraud or willful misconduct, or (ii) liability to the extent actually covered and paid by insurance Vendor is required to maintain under Section 20. Nothing in this Section relieves Vendor of its obligation to procure and maintain the insurance required by Section 20. In no event shall Vendor's uninsured liability exceed the cap in subsection (c).
(e) The limitations in this Section apply notwithstanding any failure of essential purpose of any limited or exclusive remedy provided in this Agreement, including under Section 12. (f) The Parties acknowledge that these limitations are an essential basis of the bargain and are reflected in the pricing.
SECTION 39. COUNTERPARTS; ELECTRONIC SIGNATURES; THIRD -PARTY
BENEFICIARIES
This Agreement may be executed in counterparts and by electronic or digital signature (including DocuSign), each of which is deemed an original and all of which together constitute one instrument. Except for the Indemnified Parties with respect to Section 19, this Agreement is for the sole benefit of the Parties and confers no rights on any third party. [Signature page follows]
AGREEMENT FOR THE SALE OF GOODS
FOR SCHERER SENIOR CENTER HVAC UPGRADES BETWEEN
THE CITY OF YUCAIPA AND RUSSELL SIGLER, INC.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.
ATTEST:
CITY CLERK
APPROVED AS TO FORM: CITY
ATTORNEY
CITY OF YUCAIPA
Dr. Sean M. Moore
City Manager
VENDOR
Its:
Exhibit "A"
Equipment Schedule
Exhibit "B"
Compensation
Compensation for the Goods and Incidental Services, if any, shall not exceed $65,879.
Exhibit "C"
Insurance Requirements
Vendor shall procure and maintain for the duration of the contract, and for two years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Vendor, his agents, representatives, employees, or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. At the option of the City, either: the Vendor shall cause the insurer shall to reduce or eliminate such self -insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Vendor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.
Other Insurance Provisions:
Additional Insured
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Vendor's insurance at least as broad as one of the following ISO ongoing operations Forms:
CG 20 10 or CG 20 26. The additional insured coverage required by this Exhibit applies only to the extent of Vendor's indemnity obligations under Section 19 and shall not extend to liability arising from the negligence, whether active or passive, or willful misconduct of City, its officers, officials, employees, or volunteers, or of any third party.
Primary Insurance
For any claims related to this project, the Vendor's CGL insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Vendor's insurance and shall not contribute with it.
Umbrella or Excess Policy
The Vendor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. The Umbrella or Excess policies shall be provided on a true "following form" or
broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance.
Notice of Cancellation
Vendor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self - insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Vendor shall forthwith obtain and submit proof of substitute insurance.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the Entity.
Waiver of Subrogation
The Vendor hereby grants to the City a waiver of any right to subrogation which any insurer of the Vendor may acquire against the City by virtue of the payment of any loss under such insurance.
Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, provided that this waiver applies only to the extent permitted by the applicable policy and shall not operate to impair or void coverage under any policy. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Vendor, its employees, agents and subcontractors.
Verification of Coverage
Vendor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor's obligation to provide them.
The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. Any such modification shall be effective only upon mutual written agreement of the Parties in a Contract Amendment, and any resulting increase in Vendor's insurance cost shall be reimbursed by City as Additional Work.