HomeMy WebLinkAboutC-8668-2 - Equipment Lease Agreement (for Lifeguard Tower Communications), Amendment No. 1N
g
Oa AMENDMENT NO. ONE TO
<} EQUIPMENT LEASE AGREEMENT
BETWEEN CITY OF NEWPORT BEACH AND
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS
THIS AMENDMENT NO. ONE TO EQUIPMENT LEASE AGREEMENT
("Amendment No. One") is made and entered into as of this 20th day of September, 2021
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and SPECIAL ORDER SYSTEMS, INC., a
California corporation ("Contractor") doing business as ("DBA") TEAMSOS
("TEAMSOS"), whose address is 3877 Shawn Way, Suite 200, Loomis, CA 95650, and
is made with reference to the following:
RECITALS
A. On May 24, 2021, City and Contractor entered into an Equipment Lease
Agreement ("Agreement") to utilize TEAMSOS's Equipment to assist City with its
wireless phones system for Lifeguard towers.
B. The parties desire to enter into this Amendment No. One to reflect additional
Services not included in the Agreement, and to update the Billing Rates.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. COMPENSATION
Exhibit A to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit A and incorporated herein by reference. Exhibit
A to the Agreement, and Exhibit A to this Amendment No. One shall collectively be known
as "Exhibit A."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
� aronM.aCity Att.1`�
ATTEST:
Date: / • `��
0
AiRZA
Leilani I. Brown
City Clerk wup,* _
CITY OF NEWPORT BEACH,
a California punicipal corporation
Date: Y
By: _
Gr K. Leung
C' Manager
CONTRACTOR:
SPECIAL ORDER SYSTEMS, INC., a
California corporation, doing business as
("DBA") TEAMSOS
Date: 9-2 ?-.- 20 -z-
By: By: _
Lawrence Edward, Jr. WNutt
Chief Executive Officer/
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Schedule of Billing Rates
Special Order Systems, Inc. dba TEAMSOS Page 2
EXHIBIT
SCHEDULE OF BILLING RATES
Special Order Systems, Inc. dba TEAMSOS Page A-1
EXHIBIT A- Schedule of Billing Rates
Amendment No. One
Special Order Systems, Inc., doing business as "TEAMSOS" shall provide paging/speaker
solution on three (3) towers. Three (3) speakers/homs to be added to towers B, G and L. The
paging system can be used to make live and prerecorded public safety announcements/
messages.
The Paging/Speaker solution includes the following:
• Amplified Marine Hom, One -Way, 15 Watt.
• EZ Lock Pole Mount Bracket.
• Informacast Network Audio Port (IP gateway).
• Breaker DC DIN MNEPV-02 2 amp 150VDC DIN, 13mm.
• Isolated DC/DC Converter 24V 2.5A 60W.
• In Tower Cat 5 raw cable [201 for Audio & Power.
• Licensing/Software (LIC cluster - Informacast licensing/router- multicast license).
Pricing for the paging/speaker solution
a. $68.00 per tower per month
b. Three (3) x towers x $68.00 = $204.00 per month
Total Not -to -Exceed amount for the Agreement is unchanged.
1 v
EQUIPMENT LEASE AGREEMENT
qp BETWEEN CITY OF NEWPORT BEACH AND
SPECIAL ORDER SYSTEMS, INC. DBA
v TEAMSOS
THIS EQUIPMENT LEASE AGREEMENT ("Agreement") is made and entered into
as of this 24th day of May, 2021 ("Effective Date") by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
SPECIAL ORDER SYSTEMS, INC. a California corporation, doing business as ("DBA")
TEAMSOS ("TEAMSOS"), whose address is 3877 Shawn Way, Suite 200, Loomis, CA
95650, and is made with reference to the following:
RECITALS
A. TEAMSOS owns the wireless mesh networks utilized for the Lifeguard Tower
communications system (collectively, the "Equipment").
B. City has requested to utilize TEAMSOS's Equipment to assist City with its wireless
phone system for Lifeguard towers.
C. City and TEAMSOS desire to enter this Agreement to lease the Equipment
pursuant to the terms and conditions set forth in this Agreement.
D. TEAMSOS's wireless phone system is unique, proprietary, and TEAMSOS is the
sole source for its system.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on May 24th, 2021, and shall
terminate on May 23,d, 2026, unless terminated earlier as set forth herein.
2. COMPENSATION
2.1 City shall pay TEAMSOS on a flat rate basis in accordance with the
provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit A
and incorporated herein by reference. TEAMSOS's compensation under this Agreement,
including all reimbursable items shall not exceed Five Hundred Five Thousand Dollars
and 00/100 ($505,000.00), without prior written authorization from City. No rate changes
shall be made during the term of this Agreement without the prior written approval of City.
2.2 TEAMSOS shall submit monthly invoices to City. TEAMSOS's bills shall
include the monthly lease rate and a description of any reimbursable expenditures. City
shall pay SOS no later than thirty (30) calendar days after approval of the monthly invoice
by City staff.
Special Order Systems, Inc. dba TEAMSOS Page 1
2.3 City shall reimburse TEAMSOS only for those costs or expenses
specifically identified in Exhibit A to this Agreement or specifically approved in writing in
advance by City.
3. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's IT
Supervisor or designee shall be the Project Administrator and shall have the authority
to act for City under this Agreement. The Project Administrator shall represent City in
all matters pertaining to the Services to be rendered pursuant to this Agreement.
4. MAINTENANCE
Subject to Exhibit A, TEAMSOS shall provide any and all Equipment upkeep
and maintenance, including all wireless mesh networks, unless a written agreement
to the contrary signed by both parties prior to the repair is executed.
5. DAMAGE
Any damage to the Equipment caused by City shall be repaired by TEAMSOS
and charged back to City, subject to the Compensation limit in Section 2. Upon the
expiration of the Term of the Agreement, City shall return Equipment to TEAMSOS
in good condition. Normal wear and tear shall be expected and will not be charged
back to City.
6. HOLD HARMLESS
6.1 To the fullest extent permitted by law, SOS shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers 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, attorneys' 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 SOS's presence or activities conducted on the Project
(including the negligent, reckless, and/or willful acts, errors and/or omissions of SOS, 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).
6.2 Notwithstanding the foregoing, nothing herein shall be construed to require
SOS 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 attorneys' 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 policv limits do not act as a limitation
Special Order Systems, Inc. dba TEAMSOS Page 2
upon the amount of indemnification to be provided by SOS.
7. INSURANCE
Prior to the Effective Date, City 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 B, and incorporated herein by
reference.
8. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, SOS 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
SOS in writing as unsettled at the time of its final request for payment. SOS and City
expressly agree that in addition to any claims filing requirements set forth in the
Agreement, SOS shall be required to file any claim SOS may have against City in strict
conformance with the Government Claims Act (Government Code sections 900 etseq.).
9. TERMINATION
9.1 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 seven (7) calendar days, or if more than seven (7) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within seven (7) 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.
9.2 Notwithstanding the above provisions, on June 1, 2024, and anytime
thereafter, 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 thirty (30) calendar days'
prior written notice to SOS. In the event of termination under this Section, City shall pay
SOS for the monthly lease rate and costs incurred up to the effective date of termination for
which SOS has not been previously paid.
Special Order Systems, Inc. dba TEAMSOS Page 3
10. NOTICES
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 shall be
addressed as follows:
To CITY:
Attn: Micheal Wojciechowski
IT Supervisor
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
To TEAMSOS:
Attn: Lawrence McNutt
TEAMSOS
3877 Shawn Way, Suite 200
Loomis, CA 95650
11. STANDARD PROVISIONS
11.1 Recitals. City and SOS acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
11.2 Compliance with all Laws. SOS 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 SOS 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.
11.3 Assignments. Neither party shall assign its performance of this Agreement,
nor any party thereof, without the prior consent of the non -assigning party.
11.4 Governing 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.
11.5 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.
Special Order Systems, Inc. dba TEAMSOS Page 4
11.6 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.
11.7 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.
11.8 Amendments. This Agreement may be modified or amended only by a written
document executed by both TEAMSOS and City and approved as to form by the City
Attorney.
11.9 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.
11.10 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 race, religious creed, color, national origin, ancestry,
physical handicap, medical condition, marital status, sex, sexual orientation, age or any
other impermissible basis under law.
11.11 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.
11.12 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.
11.13 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]
Special Order Systems, Inc. dba TEAMSOS Page 5
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: MAY 2. g 2021
By:
Grape7v Leung
Citoanager
SPECIAL ORDER SYSTEMS, INC. a
California corporation, doing business as
("DBA") TEAMSOS
Date:
Signed in Counterpart
By:
Lawrence Edward, Jr. McNutt
Chief Executive Officer/
Chief Financial Officer
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: ey /a 1 Q 1
B: r1
y
laton C. Harp �,1
Ci y Attorney CA'')�\�
ATTEST: � I• �a�
Date:
W
r�
C'
Lei1ani I. Brown
City Clerk
c _
[END OF SIGNATURES]
Attachments: Exhibit A- Schedule of Billing Rates
Exhibit B - Insurance Requirements
Special Order Systems, Inc. dba TEAMSOS Page 6
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Grace K. Leung
City Manager
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
t/lIl1(ld ;
By:
a on C. Harp
i Attorney'L�
ATTEST:
Date:
M
Leilani I. Brown
City Clerk
SPECIAL ORDER SYSTEMS, INC. a
California corporation, doing business as
("DBA") TEAMSOS
Date: 2
By.z-
Lawrence Edward, Jr. M utt
Chief Executive Officer
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A- Schedule of Billing Rates
Exhibit B - Insurance Requirements
Special Order Systems, Inc. dba TEAMSOS Page 6
EXHIBIT A
SCHEDULE OF BILLING RATES
Special Order Systems, Inc. dba TEAMSOS Page A-1
Scope of services includes:
• Special Order Systems, Inc., doing business as "TEAMSOS" shall provide to City:
• Fully staffed helpdesk support with managed/monitored infrastructure
o Available 24x7x365
o On-call afterhours emergency support, 7 days a week.
o Onsite support for Lifeguard tower issues, excluding ruggedized phone support
■ Newport has opted to support tower phone issues to reduce overall costs
• Proactive monitoring and alerting
• Device maintenance, updates patching as needed
• System upgrades
• Annual Lifeguard Tower Roll -On Support Services
o Inspection of all installed equipment
o Re -aligning wireless antennas as necessary
o Cleaning Lifeguard tower phones to remove any residue/corrosion
o Replacement of any malfunctioning components in the SEACOM solution
Covered Eauinment - SEACOM sunnort/coveraLre includes the followin
o Complete wireless mesh network to up to thirty-nine (39) Lifeguard (LG) towers and one (1) Lifeguard
Headquarters (LGHQ)
■ Connectivity and performance is provided and maintained
o Technology includes:
■ Solar power solution installed on each tower
■ Wi-Fi infrastructure installed on each tower and the HQ/Dispatch
• Ruggedized wireless access point and Antenna's
■ Network switching infrastructure installed at each tower
■ UPS/Batteries installed at each tower
■ Router and Firewall at the HQ/dispatch facility
• Conduit and cabling
This SEACOM Solution Services Agreement includes the monthly costs associated with the management and support all
aspects of the customized SEACOM solution. Newport Beach and TEAMSOS have met and discussed a solution that will
utilize NB's IT staff for tier 1 support and leverage the existing Cisco LIC hardware in an effort to meet budgetary
guidelines.
Agreement pricing:
• Ongoing proactive Management and Monitoring of the solution
o NB IT staff will provide tier 1 support
• Annual tower roll-on support services
• SEACOM Support Center
o Trained Support Desk Agents
o Fully staffed help desk 24 x 7 x 365 availability
o On-call afterhours emergency support, 7 days a week
o Onsite Break -Fix
Total Monthly Costs (60 -month Term) ..............................$ 196.56 per Lifeguard Tower (GT)/Lifeguard
Headquarters Headquarters (LGHQ)
Total Not -to -Exceed: $505,000.00
Contract Term:
After towers are deployed and brought online, monthly billing will begin.
Rate Sheet:
All pricing for support is included at a monthly fee.
City shall pay TEAMSOS Seven Thousand Six Hundred Sixty Five Dollars and 84/100 ($7,665.84) per month, to utilize
TEAMSOS's Equipment to assist City with its wireless phone system for Lifeguard towers.
The total cost for this entire Agreement shall not exceed Five Hundred Five Thousand Dollars and 00/100 ($505,000.00)
SEACOM Agents in the help desk are $30.00/hr. SEACOM help desk supervisor(s) $40.00/hr. and onsite installation break -
fix support $115.00/hr. Complete TEAMSOS rate sheet is below:
TEA MSOSJOB CLASSIFICATION
STANDARD
Hourly Bill
Rate
MANAGE -Sm art
Standard
Maintenance
Labor Discount
10.00%
Contract Em ergency
Contract Emergency OR AND Overtime, or SOS
Overtime Hourly Bill Rate Holiday Hourly Bill Rate
Labor Discount Labor Discount
10.00% 10.00%
RQ„ 7.0 07.v.i9
Standard Rate - 10%
MS Contract Rate x 1.5
M S Contract Rate x 2
CustorrerSupport Services
$85.00
S76.50
5114.75
S153.00
.Microsoft Engineer
5200.00
$180.00
S270.00
5360.00
Advanced Microsoft Engineer
S225.00
$202.50
5303.75
$405.00
TelecomEngineer
$150.00
5135.00
S20250
S270.00
,Advanced Telecom
S195.00
$175.50
S263.25
5351.00
!Cisco Voice Engineer
5205.00
$184.50
5276.75
5369.00
'Advanced Cisco Voice Engineer
5250.00
$225.00
5337.50
S450.00
Cisco Corr nmications Development En ineer
S275.00
S247.50
5371.25
S495.00
Cisco Network Engineer
$195.00
S175.50
5263.25
$351.00
,Cisco Advanced Network Engineer
5250.00
$225.00
5337.50
S450.00
Genesys ConTninications Engineer
S200.00
5180.00
5270.00
S360.00
jAdvanced Genesys Corrrrunications Engineer
$240.00
$216.00
5324.00
5432.00
Genesys ConT unications Development Engineer
5275.00
S247.50
S371.25
$495.00
Project Manager
S185.00
5166.50
S249.75
S333.00
Security Service Engineer
S195.00
5175.50
S263.25
5351.00
Advanced Security Services Engineer
$225.00
5202.50
$303.75
S405.00
EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting TEAMSOS's indemnification of City, and
prior to commencement of Work, TEAMSOS 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. TEAMSOS agrees to
provide insurance in accordance with requirements set forth here. If TEAMSOS uses
existing coverage to comply and that coverage does not meet these requirements,
TEAMSOS agrees to amend, supplement or endorse the existing coverage.
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.
3. Coverage Requirements.
A. Workers' Compensation Insurance. TEAMSOS 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.
TEAMSOS shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. TEAMSOS 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, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another
assumed in a business contract).
C. Automobile Liability Insurance. TEAMSOS 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 TEAMSOS
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.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
Special Order Systems, Inc. dba TEAMSOS Page B-1
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow TEAMSOS or others providing
insurance evidence in compliance with these requirements to waive their right
of recovery prior to a loss. TEAMSOS hereby waives its own right of recovery
against City, and shall require similar written express waivers from each of its
subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess
liability, pollution liability, and automobile liability, if required, but not including
professional liability, shall provide or be endorsed to provide that City, its City
Council, boards and commissions, officers, agents, volunteers and employees
shall be included as insureds under such policies.
C. 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.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days' notice of cancellation (except for nonpayment for which ten (10)
calendar days' notice is required) or nonrenewal of coverage for each required
coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. TEAMSOS 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. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or reduced,
TEAMSOS shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance
showing that the required insurance has been reinstated or has been provided
through another insurance company or companies. City reserves the right to
require complete, certified copies of all required insurance policies, at any
time.
B. City's Right to Revise Requirements. City reserves the right at any time during
the term of the Agreement to change the amounts and types of insurance
required by giving TEAMSOS sixty (60) calendar days' advance written notice
Special Order Systems, Inc. dba TEAMSOS Page B-2
of such change. If such change results in substantial additional cost to
TEAMSOS, City and TEAMSOS may renegotiate TEAMSOS's compensation.
C. Right to Review Subcontracts. TEAMSOS agrees that upon request, all
agreements with subcontractors or others with whom TEAMSOS enters into
contracts with on behalf of City will be submitted to City for review. Failure of
City to request copies of such agreements will not impose any liability on City,
or its employees. TEAMSOS shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and
TEAMSOS shall ensure that City is an additional insured on insurance
required from subcontractors. For CGL coverage, subcontractors shall
provide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. TEAMSOS acknowledges and agrees
that any actual or alleged failure on the part of City to inform TEAMSOS of
non-compliance with any requirement imposes no additional obligations on
City nor does it waive any rights hereunder.
E. 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. If the TEAMSOS maintains higher limits than the
minimums shown above, the City requires and shall be entitled to coverage
for higher limits maintained by the TEAMSOS. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to the City.
F. 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.
G. City Remedies for Non -Compliance. If TEAMSOS 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 TEAMSOS'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 TEAMSOS or reimbursed by
TEAMSOS upon demand.
H. Timely Notice of Claims. TEAMSOS shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from TEAMSOS's
performance under this Agreement, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or
Special Order Systems, Inc. dba TEAMSOS Page B-3
liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
TEAMSOS's Insurance. TEAMSOS 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.
Special Order Systems, Inc. dba TEAMSOS Page B-4
Franceschini, Melanie
From:
Customer Service <customerservice@ebix.com>
Sent:
Thursday, May 27, 20215:48 PM
To:
Franceschini, Melanie; Insurance
Cc:
sagar@ebix.com
Subject:
Compliance Alert -Vendor Number FV00000511
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This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of
insurance requirements. FV00000511 Special Order Systems, Inc. dba TEAMSOS
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.