HomeMy WebLinkAboutC-5249 - PSA for Staff Training ServicesPROFESSIONAL SERVICES AGREEMENT
WITH CLD CONSULTANTS, INC. FOR
STAFF TRAINING SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement') is made
and entered into as of this -A�day of D000C -L , 2012 ( "Effective Date') by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"),
�J and CLD CONSULTANTS, INC., a California corporation ( "Consultant'), whose address
is 4 South Vista De Catalina, Laguna Beach, California 92651 and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to improve the Public Works staff
organizational performance skills by providing Staff Training Services ( "Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. The principal member of Consultant for purposes of Project. shall be Anne
MacRae.
E. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2013 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement. Consultant shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Consultant's control.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Consultant's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subconsultant
fees, shall not exceed Nine Thousand Dollars and 00 /100 ($9,000.00) without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and /or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
CLD CONSULTANTS, INC. Page 2
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Anne MacRae to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to the City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department.
Stephen G. Badum, Public Works Director or his /her designee, shall be the Project
Administrator and shall have the authdrity to act for City under this Agreement. The
Project Administrator or his /her designee shall represent City in all matters pertaining to
the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first -
class firms performing similar work under similar circumstances.
CLD CONSULTANTS, INC. Page 3
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement; all applicable federal, state
and local laws; and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. - The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
CLD CONSULTANTS, INC. Page 4
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and progress
of the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Consultant. Control means fifty percent (50 %) or more of the voting power, or
CLD CONSULTANTS, INC. Page 5
twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to ,pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with
Microsoft Office and /or viewable with Adobe Acrobat.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
CLD CONSULTANTS, INC. Page 6
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in Consultant's Documents provided under this
Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be.deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his /her designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
CLD CONSULTANTS, INC. Page 7
25. CONFLICTS OF INTEREST
25.1 The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first -
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Consultant to City shall be addressed to City at:
Attn: Stephen G. Badum, Director
Public Works
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: (949) 644 -3335
Fax: (949) 644 -3318
26.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Anne MacRae
CLD CONSULTANTS, INC.
4 South Vista De Catalina
Laguna Beach, CA 92651
Phone: (949) 715 -2454
Fax: N/A
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
CLD CONSULTANTS, INC. Page 8
for payment. The Consultant and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Consultant shall be required to file
any claim the Consultant may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non- defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days prior written notice to Consultant. In the
event of termination under this Section, ' City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
29.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
CLD CONSULTANTS, INC. Page 9
29.5 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 either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
29.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
29.8 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.9 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
CLD CONSULTANTS, INC. Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATT RNEY'S OFFICE A California rAurij,61pal corporation
Dater Date: lL
By:_
Y
Aar&b. Harp en Badum
City Attorney ublic Works Director
ATTEST: CONSULTANT: CLD CONSULTANTS,
Date: ' Z'�� INC., a C lifo is corporation
Date: �I 2ot'Y
BY: c BY: -(J
Leilani I. Brown Anne E. MacRae
City Clerk Principal
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
CLD CONSULTANTS, INC. Page 11
EXHIBIT A
SCOPE OF SERVICES
[Contractor Firm Name] Page A -1
May 29, 2012
Scope of Work
k
CONSULTANTS
c'r�p;n,:a isad:¢; in.: �r�r:vrr::rnsA'
1. Leadership program for the purposes of policy and procedure development and refinement
prior to the Department's relocation to the new City Hall.
Services include:
a. Determination of desired improvements and documentation.
b. Overview of conversations for change.
c. Determination of the most effective change process for the Department of Public
Works to be used in this program.
d. Development of implementation plan.
e. Supervision of implementation.
f. Post implementation recap.
2. Offsite Public Works Staff Summit with 30 participants for purposes of alignment with effective
team practices and priorities prior to relocation to the new City Hall.
EXHIBIT B
SCHEDULE OF BILLING RATES
CLD CONSULTANTS, INC. Page B -1
May 29, 2012
Schedule of Billing Rates
Leadership Program - $1,200.00 per day ($150.00 /hour) x 5 days = $6,000.00
Offsite Staff Summit - $3,000.00 all inclusive
Staff Training Services Total - $9,000.00
L D �
CONSULTANTS
£�;e, -s,ME Cn .Curs (2t G•nCcr5cn;ar'
EXHIBIT C
1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1.1 Provision of Insurance. Without limiting Consultant's indemnification of
City, and prior to commencement of Work, Consultant shall obtain, provide and maintain
at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Consultant agrees to
provide insurance in accordance with requirements set forth here. If Consultant uses
existing coverage to comply and that coverage does not meet these requirements,
Consultant agrees to amend, supplement or endorse the existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
1.3.1.1 Consultant shall submit to City, along with the certificate
of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
1.3.2 General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, products - completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of coverage
for liability assumed under a contract.
1.3.3 Automobile Liability Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Consultant arising out
of or in connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than one
million dollars ($1,000,000) combined single limit each accident.
CLD CONSULTANTS, INC. Page C -1
1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant
shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the effective date of this agreement and Consultant
agrees to maintain continuous coverage through a period no less than three years after
completion of the services required by this agreement.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or self- insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is.
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
1.5.2 City's Right to Revise Requirements. The City reserves the right at
any time during the term of the Agreement to change the amounts and types of
insurance required by giving the Consultant sixty (60) days advance written notice of
CLD CONSULTANTS, INC. Page C -2
such change. If such change results in substantial additional cost to the Consultant, the
City and Consultant may renegotiate Consultant's compensation..
1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges
and agrees that any actual or alleged failure on the part of the City to inform Consultant
of non - compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
1.5.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
1.5.5 Self- insured Retentions. Any self- insured retentions must be
declared to and approved by City. City reserves the right to require that self- insured
retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be
considered to comply with these requirements unless approved by City.
1.5.6 City Remedies for Non Compliance If Consultant or any
subconsultant fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Consultant's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Consultant or reimbursed by Consultant upon
demand.
1.5.7 Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Consultant's Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and prosecution of the Work.
CLD CONSULTANTS, INC. Page C -3
CLDCO -1 OP ID: SW
�� ® CERTIFICATE OF LIABILITY INSURANCE
DAT09 /O7 /12
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. '
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER 925 - 866 -7050
CCI License Financial Ins. Solutions
License #0381524 925 - 866- 82751NL.NO.
P. O. Box 5076
San Ramon, CA 94583 -1326
David M.Diamond
CONTACT
PHONE FAX
FjU): _ aC Na:
E -MAIL
ADDRESS:
__-
_ INSURER SI AFFORDING COVERAGE I NAIC3
A: Hanford htsumn. Company :22357__
INSURED CLD Consultants, Inc
4 South Vista tle Catalina
Laguna Beach, CA 92651
_INSURER
INSURER B: 1
— i — " --
INSURER C:
INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY
THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL
THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR. - - - -- - -- AUDI SUaR------- "--
POLICYEFF— POLICY E%P
j
LTIi• TYPE OF INSURANCE POLICYNUMSER
,M1UdRID 4 1M11R10
I W1D5
GENERAL LIABILITY
EACH OCCURRENCE $
1,000,000
A • COMMERCIAL GENERAL LIABILITY X X 57SBMUY5533
i 08128/12 ` 08128113
I
O O
P, REMISES IEe occunenrel t5
1,000,000
MED EXP (Pny one parson) 5
10,00
CUUM&MADE ( X I OCCUR t
I
` PERSONAL& ADV INJURY !$
1,000,000
i XBUSiness Owners I
GENERAL AGGREGATE I $
2.000,000
PROD UCTS.COMPIOPAGG IS
2,1100,000
GE_N -L AGGREGATE LIMIT APPLIES PER:
$
X1 POLICY," PRO- 1 T LOC
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
Ea aalcon.
1,DOD,DDB
i—I
A {ANYAUTO I :57SBMUY5533
08128112 08128113
?BODILY INJURY (Far person) IS
ALL OWNED ' :SCHEDULED I
i
BODILY INJURY (Per elbdenl) l5
AUTOS NCN-OWNEO
X
PReramdenOAGE 1 5
Ur ; !
X I HIREDAO$ AUTOS
1
IS
1 i I
I
UMBRELLA LIPB : OCCUR I +
i EACH OCCURRENCE 15
I AGGREGATE : $
EXCESS LIAB [ I CLAIMSMADEI I I
I
I ' DED RETENTIONS I
I $
WORKERS COMPENSATION
I ER
I I
AND EMPLOYERS'LIABILITY YIN
I I
i
.TORY LIMIT& I I
E.L. EACH ACCIDENT is
iANYPROPRIETORIPARTNERIEXECUTIVIE
❑ :NIA.
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OFRCERIMEMBER EXCLUDED?
(Mandator, in NH) I
E.L. DISEASE - EA EMPLOYEES
II ; scbe de
OESCRIPTIONYederiUnOFOr PERATIONBbelow
I
E.L. DISEASE - POLICY LIMIT S
--
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks SN,edule,
H more apace Is required)
Certificate holder, its elected or appointed agents, officials, employees,
agent & volunteers are named as Additional Insured with respect to General
Liability as required by written contract per the attached. Insured's
General Liability coverage is Primary.
CITYO -1
City of Newport Beach
3300 Newport Blvd
Newport Beach, CA 92663
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
1QRR - ?nln ArnPn CrTRPnRATWIN All rrr.hfo roe. —A
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees ", "volunteer workers ",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker "), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment" registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co- "employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.
However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co- "employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Page 11 of 24
BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agT eement, or the issuance of the permit.
A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.
However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. — Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
..products-completed operations hazard ".
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.
This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of 'parts under
instructions from the manufacturer,
and then repackaged in the
original container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (f); or
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, in
connection with the distribution
or sale of the products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.
Page 12 of 24 Form SS 00 08 04 05
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to any
"occurrence" which takes place after
you cease to lease that equipment.
Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
BUSINESS LIABILITY COVERAGE FORM
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
(b) "Bodily injury" or "property damage"
included within the "products -
completed operations hazard ".
premises; or
f. Any Other Party
(b) Structural alterations, new
(1) Any other person or organization who
construction or demolition
is not an insured under Paragraphs a.
operations performed by or on
through e. above, but only with
behalf of such person or
respect to liability for "bodily injury",
organization.
"property damage" or "personal and
Architects, Engineers Or Surveyors
advertising injury" caused, in whole or
(1) Any architect, engineer, or surveyor, but
in part, by your acts or omissions or
only with respect to liability for "bodily
the acts or omissions of those acting
injury", "property damage" or "personal
on your behalf:
and advertising injury" caused, in whole
(a) In the performance of your
or in part, by your acts or omissions or
ongoing operations;
the acts or omissions of those acting on
(b) In connection with your premises
your behalf:
owned by or rented to you; or
(a) In connection with your premises;
(c) In connection with "your work" and
or
included within the "products -
(b) In the performance of your
completed operations hazard ", but
ongoing operations performed by
only if
you or on your behalf.
(i) The written contract or written
(2) With respect to the insurance afforded
agreement requires you to
to these additional insureds, the
provide such coverage to
following additional exclusion applies:
such additional insured; and
This insurance does not apply to
(ii) This Coverage Part provides
"bodily injury", "property damage" or
coverage for "bodily injury" or
"personal and advertising injury"
"property damage" included
arising out of the rendering of or the
within the "products -
failure to render any professional
completed operations hazard ".
services by or for you, including:
(2) With respect to the insurance afforded
(a) The preparing, approving, or
to these additional insureds, this
failure to prepare or approve,
insurance does not apply to:
maps, shop drawings, opinions,
"Bodily injury", "property damage" or
reports, surveys, field orders,
"personal and advertising injury"
change orders, designs or
arising out of the rendering of, or the
drawings and specifications; or
failure to render, any professional
(b) Supervisory, inspection,
architectural, engineering or surveying
architectural or engineering
services, including:
activities.
Form SS 00 08 04 05 Page 13 of 24
BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, inspection,
architectural or engineering
activities.
The limits of insurance that apply to additional
insureds are described in Section D. — Limits
Of Insurance.
How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. — Liability And Medical Expenses
General Conditions.
No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured in
the Declarations.
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits ".
2.. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products- completed operations hazard" is
the Products - Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.
This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right -of -way of a
railroad.
This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.
3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
,.property damage" and medical expenses
arising out of any one "occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.
The most we will pay for all medical expenses
because of "bodily injury' sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.
4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.
5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.
In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.
6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.
Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.
Page 14 of 24 Form SS 00 08 04 05
(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
M
(7) When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.
However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.
(b) Primary And Non - Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non - contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.
Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.
When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit ". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.
Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self -
insured amounts under all that other
insurance.
We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
rr•Zmraunrxu
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.
Page 17 of 24
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 9/21/12 Dept. /Contact Received From: Tania Moore
Date Completed: 9/21/12 Sent to: Tania By: Reneee
Company /Person required to have certificate: CLD Consultants
Type of contract: All Other
I. GENERAL LIABILITY
EFFECTIVE /EXPIRATION DATE: 8/28/12 to 8/28/13
A.
INSURANCE COMPANY: Iartford insurance Company
B.
AM BEST RATING (A-: VII or greater): A XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$1,000,000/$2,000,000
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
N/A
F.
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
® N/A ❑ Yes ❑ No
G.
COMPLETED OPERATIONS ENDORSEMENT (completed
❑ N/A ® Yes ❑ No
H.
Operations status does not apply to Waste Haulers)
Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
Yes ❑ No
1.
PRIMARY & NON - CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE /EXPIRATION DATE: 8/28112 to 8/28/13
A.
INSURANCE COMPANY: Hartford Insurance Company
B.
AM BEST RATING (A-: VII or greater) A XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided ?)
N/A
F.
PRIMARY & NON - CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ® Yes ❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE /EXPIRATION DATE: Vendor doesn't have employees, so no coverage for WC
Per Tania 9/21/12
A.
B.
C.
D.
E.
F.
G.
H.
INSURANCE COMPANY:
AM BEST RATING (A-: VII or greater):
ADMITTED Company (Must be California Admitted):
WORKERS' COMPENSATION LIMIT: Statutory
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
WAIVER OF SUBROGATION (To include): Is it included?
SIGNED WORKERS' COMPENSATION EXEMPTION FORM
NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
r
m 9/21/12
N
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
❑ Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
❑ Yes ® No
RISK MANAGEMENT APPROVAL REQUIRED (Non- admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval /exception /waiver:
Approved:
Risk Management
* Subject to the terms of the contract.
Date