HomeMy WebLinkAboutC-6082 - Agreement for the RMS Sytem information into the CA-LInXV�
I C;
AGREEMENTBETWEEN
NORTHROP GRUMMAN SYSTEMS CORPORATION
AND
CITY OF NEWPORT BEACH
THIS AGREEMENT ( "Agreement') is made and entered into as of the date
executed by Customer (defined below) between NORTHROP GRUMMAN SYSTEMS
CORPORATION, acting through Northrop Grumman Information Systems sector, Cyber
Solutions Division (Northrop Grumman), a Delaware corporation with its principal place of
business at 7575 Colshire Drive, McLean, VA 22102, hereinafter referred to as
CONTRACTOR, and C I T Y O F NEWPORT BEACH, a California municipal corporation
and charter city, hereinafter referred to as the "Customer."
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF AGREEMENT. This Agreement specifies the contractual terms and
conditions by which the Customer will procure services from CONTRACTOR for the
integration of certain Police Records Management System (RMS) information into the
Southern California Law Enforcement Information Exchange (CA- LInX). The full
scope of the services to be provided are contained in Exhibit A — Statement of Work
attached hereto and incorporated herein by reference. The data to be integrated shall be
from the Newport Beach Police Department.
2. ORDER OF PRECEDENCE. In the event of a conflict in interpretation between any
of the applicable Agreement documents specified below, all incorporated by reference,
any such conflict shall be resolved by giving precedence in the following order:
1. The Terms of this Agreement.
2. The Statement of Work, Exhibit A.
3. The Contract Pricing Summary, Exhibit B.
3. TERM OF AGREEMENT. The term of this Agreement shall begin upon receipt of the
executed Agreement by CONTRACTOR and shall continue through September 30,
2015 unless sooner terminated or extended as hereinafter provided.
4. HC LESS. Customer may require changes in the scope of work, services and/or
equipment to be performed or provided by CONTRACTOR hereunder. All such changes
must be mutually agreed upon by and between all the parties, and shall be
incorporated in written amendments to this Agreement. All such amendments shall state
any increase or decrease in the amount of the compensation due CONTRACTOR for the
change in scope and/or schedule, if any. CONTRACTOR shall have no obligation to
proceed with the change until such time as CONTRACTOR and the Customer have
agreed upon the impact on price and schedule, and have executed a bilateral written
amendment memorializing the change and the price and schedule impacts.
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5. NOT USED.
6. CONTRACT AMOUNT AND PAYMENT SCHEDULE. Customer shall pay to
CONTRACTOR for equipment and services identified in Exhibit A performed by
CONTRACTOR hereunder under Firm Fixed Price for the data conversion and initial
installation portions of this Agreement as set forth in the Pricing Summary attached hereto
as Exhibit B, and incorporated herein and made a part hereof by reference, for a total not to
exceed Seven Thousand Six Hundred Fifty Dollars and 00 /100 ($7,650.00).
7. SATES AND USE TAXES. Customer shall be liable for all federal, state and local
sales, use and excise taxes, which become due as a consequence of this Agreement.
Customer shall be liable for any increase in tax rates or change in the scope of tax
assessments whether due to changes in any statutes or interpretation by any taxing
authority.
Customer shall not be liable for the payment of such taxes, provided it shall furnish to
CONTRACTOR an exemption certificate sufficient to exempt CONTRACTOR from
the payment of all such sales, use and excise taxes. Should any such certification
furnished not be sufficient to exempt CONTRACTOR from the payment of such taxes,
Customer shall indemnify and hold CONTRACTOR harmless for all such taxes assessed.
8. DISPUTES.
a. The parties may, by mutual agreement enter into nonbinding mediation utilizing a
single mediator. If selected, such mediation shall take place in California.
b. Notwithstanding paragraph a. above, nothing in this Agreement shall be deemed to
preclude either party from seeking equitable or injunctive relief in any court of
competent jurisdiction for a breach of this Agreement. The parties expressly agree
that the court in such a proceeding shall not have the power to award punitive damages.
9. FORCE MAJEURE. In the event that, due to causes beyond the control of and
without the fault or negligence of CONTRACTOR, CONTRACTOR fails to meet any
of its obligations under this Agreement, such failure shall not constitute a default in
performance, and Customer shall grant to CONTRACTOR such extensions of time and
make other arrangements and/or additions as shall be reasonable under the circumstances.
a. Termination for Cans e. If CONTRACTOR should persistently or repeatedly refuse
or should fail, except in cases for which extension of time is provided, to
provide enough properly skilled workers or proper materials, or persistently
disregard laws and ordinances, or not proceed with work or otherwise be in violation
of any provision of this Agreement, Customer shall give CONTRACTOR seven (7)
calendar days written notice of termination. Upon receipt of such termination notice,
CONTRACTOR shall be allowed two (2) calendar days to cure such default. If such
default is not cured within a period of two (2) calendar days, or if more than two (2)
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calendar days are reasonably required to cure the default and CONTRACTOR 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, then this
Agreement shall automatically terminate without further action by the parties.
b. Termination for Convenience. The work may be terminated, in whole or in part, by
Customer at its sole discretion upon written notice to CONTRACTOR, whenever, for
any reason, Customer shall determine that such termination is in its best interests. Such
notice to be effective must be in writing and tendered to CONTRACTOR at least seven
(7) days prior to the effective date of termination specified therein, during which
period CONTRACTOR will endeavor to mitigate and minimize costs relating to
and/or arising from the termination. Upon receipt of such written notice of
termination, CONTRACTOR shall within ninety (90) days after the date of termination,
submit an invoice for all work performed and accepted by Customer prior to the
effective date of the termination. Customer shall pay such invoice within thirty (30)
days of approval.
c. Default by Customer. If the Customer should persistently or repeatedly inhibit
CONTRACTOR from performing under this Agreement or otherwise be in violation
of any provision of this Agreement (including, but not limited to failure to pay),
CONTRACTOR shall provide Customer with thirty (30) calendar days written
notice. Upon receipt of such termination notice, Customer shall be allowed thirty (30)
calendar days to cure such deficiencies.
11. ASSIGNMENT. Neither party may assign this Agreement, or any portion thereof
without the prior written consent of the other party. Any attempt. to assign any
performance or obligation of this Agreement without the written consent of the other
party shall be null and void and shall constitute a breach of this Agreement.
12. PATENTS. CONTRACTOR shall indemnify, defend, and hold free and harmless
Customer, its elected officials, officers, employees, contractors, agents, and volunteers
from all liabilities, claims, damages, costs, or expenses, including, but not limited to
attorneys' fees, imposed upon them or any of them, for any alleged infringement of patent
rights or copyrights of any person or persons in consequence of the use by Customer, its
elected officials, officers, employees, contractors, agents, volunteers and other duly
authorized representatives of articles or processes supplied to Customer by
CONTRACTOR under this Agreement.
If a final injunction is obtained in such action against Customer's use of the products
or if in CONTRACTOR's opinion the products are likely to become the subject of a
claim of infringement, CONTRACTOR will, at its option and entirely at its expense,
either: (a) procure for Customer the right to continue using the products; (b) replace or
modify the same (provided that such modifications do not adversely affect Customer's
intended use of the products) so that the products become non - infringing; or (c) if
none of the foregoing alternatives is reasonably available to CONTRACTOR, refund in
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full all monies paid by Customer in respect to such infringing products only and accept
return of same.
13. SECURITY AND PRIVACY. CONTRACTOR agrees that none of its officers or
employees shall use or reveal any research or statistical information furnished by any
person and identifiable to any specific person for any purpose other than the purpose for
which it was obtained. Copies of such information shall not, without the consent of the
person furnishing such information, be admitted as evidence or used for any purpose in
any action, suit, or other judicial or administrative proceedings, unless ordered by a
court of competent jurisdiction. Customer shall be notified immediately upon receipt of
any such order of court, pertaining to production of such information.
14. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless
Customer, its elected officials, officers, employees, contractors, agents, and volunteers
from and against any and all claims, demands, suits, actions, proceedings, judgments,
losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and
liabilities, of, by, or with respect to third parties, which arise from CONTRACTOR's
negligent performance of services under this Agreement or willful misconduct.
CONTRACTOR shall not be responsible for, and Customer shall indemnify, defend,
and hold harmless CONTRACTOR from and against, any and all claims, demands,
suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs,
expenses (including attorneys' fees) and liabilities, of, by or with respect to third parties,
which arise solely from Customer's negligence. With respect to any and all claims,
demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties,
costs, expenses (including attorneys' fees) and liabilities, of, by or with respect to third
parties, which arise from the joint or concurrent negligence of CONTRACTOR and
Customer, each party shall assume responsibility in proportion to the degree of its
respective fault.
15. LIMITATION OF LIABILITY. In no event shall either parry hereto be liable for
special, indirect or consequential damages of any nature. Under no condition shall either
party be liable to the other for any amount in excess of the agreed contract value.
16. CONTRACT REPRESENTATIVES. Any changes in the method or nature of work
to be performed under this Agreement must be processed by Customer through
CONTRACTOR's Contracts Manager. Upon execution of this Agreement, the Customer
representative under this Agreement will be Jonathan Stafford, Support Services
Administrator, Newport Beach Police Department.
17. NOTICES. Any notice required to be given by the terms of this Agreement shall be
deemed to have been given when the same is sent by U.S. mail, postage prepaid, or
courier service addressed to the respective parties as follows:
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"Customer"
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
Attn: Jonathan Stafford
"CONTRACTOR"
For contractual matters:
Northrop Grumman Systems Corporation
4065 Colonel Glenn Highway
Beavercreek, OH 45431
Attn: Graham Holmes
For technical matters:
Northrop Grumman Systems Corporation
7555 Colshire Drive
Chantilly, VA 22102
Attn: Paul Malone
18. VALIDITY. The invalidity, in whole or in part, of any provision of this Agreement shall
not void or affect the validity of any other provision of this Agreement.
19. GOVERNING LAW. This Agreement shall be governed according to the laws of the
State of California.
20. INSUANC F. Without limiting CONTRACTOR's indemnification of City, and prior to
commencement of work, CONTRACTOR 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.
21. TITLE AND RISK OF LOSS. Title to all equipment provided hereunder shall pass to
Customer upon payment of all amounts due CONTRACTOR under this Agreement. Risk
of loss shall be borne by CONTRACTOR until delivery to and acceptance by Customer at
the Customer's site. Customer shall pay any personal property taxes, which may be
assessed on the equipment after delivery to Customer's site.
22. NONDISCRIMINATION. During the performance of this Agreement, CONTRACTOR
agrees as follows: (i) it will not discriminate against any employee or applicant for
employment because of race, religion, color, national origin, age, disability, or any other
basis prohibited by California state law relating to discrimination in employment, except
where there is a bona fide occupational qualification reasonably necessary to the normal
operation of the CONTRACTOR, and it agrees to post in conspicuous places, available to
employees and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause; (ii) all solicitations or advertisements for employees placed by or
on behalf of CONTRACTOR, will state that it is an equal employment opportunity
employer; (iii) notices, advertisements and solicitations placed in accordance with federal
law, rule or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this section regarding notices, advertisements and solicitations; and (iv)
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CONTRACTOR will include the provisions of the foregoing subsections (i), (ii) and (iii) in
every subcontract or purchase order of ten thousand dollars ($10,000) or more, so that the
provisions will be binding upon each subcontractor or vendor.
23. DRUG -FIFE WORKPLACE. During the term of this Agreement, CONTRACTOR
agrees to (i) provide a drug -free workplace for its employees; (ii) post in conspicuous
places, available to employees and applicants for employment, a statement notifying
employees that the unlawful manufacture, sale, distribution, dispensation, possession, or
use of a controlled substance is prohibited in its workplace and specifying the actions that
will be taken against employees for violations of such prohibition; (iii) state in all
solicitations or advertisements for employees placed by or on behalf of the
CONTRACTOR that it maintains a drug- free workplace; and (iv) include the provisions
of the foregoing clauses in every subcontract or purchase order of ten thousand dollars
($10,000) or more, so that the provisions will be binding upon each subcontractor or
vendor. For the purposes of this section, "drug -free workplace" means a site for the
performance of work done in connection with a specific agreement, the employees of
whom are prohibited from engaging in the unlawful manufacture, sale, distribution,
dispensation, possession or use of any controlled substance or marijuana during the
performance of the agreement.
24. IMMIGRATION. During the term of this Agreement, CONTRACTOR agrees that it will
not knowingly employ an unauthorized alien as defined in the federal Immigration Reform
and Control Act of 1986.
25. F.NTI F A . F .MF.NT. This Agreement, including all Exhibits and specified
documents listed, represents the entire and integrated agreement between the parties hereto
and supersedes all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral, with respect to the subject matter
hereof. This Agreement may be amended only by written instrument signed by the parties
hereto.
26. CONFLICTS OF INTEREST. CONTRACTOR 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.
If subject to the Act, CONTRACTOR 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 Customer. CONTRACTOR shall indemnify and hold harmless Customer for
any and all claims for damages resulting from CONTRACTOR's violation of this Section.
27. CLAIMS. Unless a shorter time is specified elsewhere in this Agreement, before making
its final request for payment under this Agreement, CONTRACTOR shall submit to
Customer, in writing, all claims for compensation under or arising out of this Agreement.
CONTRACTOR's acceptance of the final payment shall constitute a waiver of all claims
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for compensation under or arising out of this Agreement except those previously made in
writing and identified by CONTRACTOR in writing as unsettled at the time of its final
request for payment. CONTRACTOR and Customer expressly agree that in addition to
any claims filing requirements set forth in the Agreement, CONTRACTOR shall be
required to file any claim CONTRACTOR may have against Customer in strict
conformance with the Government Claims Act (Government Code sections 900 et seq).
28. 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 FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have set their hands by their duly
authorized agents on the respective dates set forth opposite their signatures.
Northrop Grumman Systems
Corporation
'e 3 , 2015 By: —�
am Holmes, Contracts Manager
City of Newport Beach,
A California municipal corporation
1 , 2015 By: _ C'/ /Zv�
J o so - hief of Police
Approved as to Form:
12015 By:
A ro C. Harp, Cit} At me AA os 1 �I S—
ATTEST:
,2015 By: xkki&
Leilani I. Brown, City Clerk
[END OF SIGNATURES]
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EXHIBIT A — STATEMENT OF WORK
NEWPORT BEACH POLICE DEPARTMENT, SOUTHERN CALIFORNIA LAW
ENFORCEMENT INFORMATION EXCHANGE (CA -LInX)
I. Background
A. In this Statement of Work (SOW) the City of Newport Beach is herein referred to as the
"Customer" and Northrop Grumman Systems Corporation 7575 Colshire Drive, McLean,
Virginia 22102, is referred to as the "Contractor ".
B. A group of law enforcement agencies within Southeastern Virginia decided to
collaborate with the U. S. Naval Criminal Investigative Service (NCIS) to launch the
Virginia Law Enforcement Information Exchange (VA -LInX) after having explored
multiple criminal justice data sharing options. The LInX application that was developed
by NCIS & Northrop Grumman is the most robust in the nation and NCIS has
successfully implemented regional criminal justice data sharing initiatives in the States
of Washington, Alaska and Oregon (LInX Northwest), the Hampton Roads Region of
Virginia (LInX Virginia), the States of Florida and Georgia (LInX Southeast), the Gulf
Coast Region of Texas (LInX Gulf Coast), the State of Hawaii (LInX Hawaii), the
National Capital Region (LInX NCR), the State of New Mexico (LInX Rio Grande),
and the eastern shore of North Carolina & South Carolina (LInX North Carolina) and
Connecticut (LInX Northeast). NCIS committed to provide some funding and
personnel resources to assist CA -LInX in the development of this LInX project. The
LInX system is owned by U.S. Naval Criminal Investigative Service, (NCIS) the
federal government. The Contractor is authorized by NCIS to perform all requirements
and receive funds as provided herein.
C. The State requires a qualified entity to interface the Records Management Systems
(RMS's) of those agencies listed in IIA with the CA -L1nX System.
D. The Contractor represents that it is willing and able to undertake and provide the required
services and provide the required goods in accordance with the terms and conditions of
this Agreement.
E. The Police Chief for the City of Newport Beach Police is a duly authorized signatory of
this Agreement on behalf of the Customer and is authorized for all contractual
modifications and changes.
F. The Data Conversion and Initial Installation portion of this Agreement are Firm Fixed
Price.
G. The NCIS LInX Program Management Office, herein referred to in this document as
the PMO, will continue to provide program management of the contractor's work for
this Agreement as it currently does for all other phases of work for the LInX Program,
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while the financial and contracting aspects for this Agreement will be handled by
Newport Beach Police Department.
II. Scope of Services and Contract Requirements
A. Agency
The Contractor will provide best efforts to completely integrate the applicable data
sources (SunGard One Solution) from the Newport Beach Police Department Police
Department into the California LInX data warehouse no later than September 30, 2014.
B. Preliminary information and meetings
The Contractor will also participate in at least one initial planning and coordination
meeting via conference call with the Customer.
C. Contractor tasks
The Contractor must perform the following tasks for the Customer and as required to
integrate the data from Customer into the CA -LInX database.
Tasks to be performed by the Contractor for Customer include but are not limited to the
following:
• Arrange for Initial Site Meeting via conference call, if required;
• Conduct a site meeting via conference call, if required;
• Obtain data from Customer;
• Map data;
• Write & run data conversion;
• Install LInX Front Porch Process;
• Run indexing routine; and
• Run data extract & validate production.
D. Agency completion
During the contract period, the agency listed in Section II, Paragraphs A and B above (and/or
substitutions as provided) will be worked as detailed below. Agency completion is defined as: All
data to be shared will be extracted, mapped, front porch installed and the agency is feeding data on a
scheduled basis.
Should Customer not be able to meet the data requirements at any time during the
completion process, the Contractor shall notify the Customer point of contact and the
PMO in writing no later than five (5) business days prior to task completion.
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Agency completion shall consist of at least the following processes and functions:
All data agreed to be shared through the CA -LInX system within the
definition of completion may consist of the following record types:
• Computer Aided Dispatch
• Incident Reports
• Arrest Reports
• Booking Records
• Warrant Records
• Traffic Accident Records
• Citation Records (criminal and traffic)
• Field Interview Records
• Pawn Records
• Registry (Sexual Offender, Violent Criminal, Career Offender) Records
o Investigation Records
o Mug shots
• Extraction and Mapping shall be considered to have occurred when:
o Upon preliminary data review, an extraction and mapping cycle from the
relevant source data shall be conducted.
Major Defects required to be addressed prior to approval for release are:
o The baseline against which defects shall be evaluated prior to approval for
release are:
■ The definition of all data to be shared as defined above.
• The definition of Extracted and Mapped as defined above.
• The Customer source data provided at the time of Extraction and
Mapping.
o Major Defects are defined as:
• Defects where data fields are not accurate representations of what was
provided in the Customer source data.
• Defects where records that are extractable, capable of being mapped,
and are part of the record types provided.
• Loaded into Production: Data initially provided to the Contractor is loaded to
the relevant production system's LInX Data Warehouse.
• Front Porch Installed
o The Contractor's DB Extractor must be installed and configured at each
Customer site.
The Contractor must configure the LInX Secure FTP server to accept Secure
FTP connections from the Customer on port 22.
The Contractor must have installed the secure FTP client at the Customer site
and verified connectivity to the LInX Secure FTP server.
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• The Contractor must have installed the Customer packages to process incoming
data from the Customer.
• The incoming data must be processed by the Contractor into the LInX
warehouse on a regularly scheduled basis.
• Some or all of the Front Porch installation tasks may be omitted if the Customer
has otherwise elected to provide the equivalent services, as coordinated
between the Contractor and the PMO.
• The Contractor's work for the Customer shall be considered complete if the
Customer is unwilling or unable to provide the necessary resources (correct
equipment, qualified IT personnel support, and network connectivity access) and
the Contractor has notified the Customer and the PMO in writing. If the PMO is
able to facilitate a resolution to these issues, the Contractor will continue work
assuming these issues are resolved with sufficient time to complete work without
negatively impacting the contract schedule, budget, or deliverables.
F. Other deliverables
• None
G. Security requirements
The Contractor must ensure all Contractor personnel will possess the appropriate
background so as to have access to law enforcement sensitive data as specified by the
LInX PMO and agree to maintain the confidentiality, when applicable, of data accessed,
and pursuant to LInX established policies and procedures.
Additionally:
• Personnel assigned must be U.S. citizens.
• All contractors are subject to a criminal history check to determine suitability
for access to criminal investigative data pursuant to Department of Justice
regulations. These personnel must maintain this status throughout the award
agreement.
All deliverables associated with this Statement of Work are "Unclassified". The
law enforcement data is deemed Law Enforcement Sensitive, but Unclassified.
III. Acceptance
In order for the Contractor and the PMO to effectively plan and deploy resources efficiently,
the following criteria for acceptance must be applied to each agency to be included in LInX:
Data extraction and mapping is complete;
Customer's data has been tested and is in production; and
Front Porch is installed (if applicable) as defined above, including validation of
periodic updates during front porch installation, unless the agency fails to provide
the necessary resources (correct equipment, qualified IT personnel support, and
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network connectivity access);
• The standards to be utilized by the PMO against which Customer's conversion
will be judged "complete" include:
• The data types and fields identified in the preliminary review document as
provided by the Customer are mapped;
• The business rules identified in the LInX Data Migration Overview Document
have been followed; and
• Data conversion and testing is considered complete when written correspondence
is received from the Customer advising that they authorize their data to be loaded
to production. For the purposes of acceptance, email verification is an acceptable
means of authorization.
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EXHIBIT B
AGREEMENT PRICING SUMMARY
Total Price (SunGard One Solution) $7,650.00
Total Agreement Value
Total Agreement Value shall not exceed $7,650.00 unless this Agreement is amended in writing.
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EXHIBIT C
INSURANCE REQUIREMENTS
A. Contractor shall procure and maintain for the duration of the contract insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
B. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate
limit shall apply separately to this project/location or the general aggregate limit shall be
twice the required occurrence limit.
2. Workers' Compensation: as required by the State of California, with Statutory Limits, and
Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily
injury or disease.
Cyber /Privacy Breach Liability: Cyber Liability insurance with limits of not less than
$1,000,000 for each occurrence and an annual aggregate of $3,000,000 covering claims
involving privacy violations, information theft, damage to or destruction of electronic
information, intentional and/or unintentional release of private information, alteration of
electronic information, extortion and network security.
4. Professional Liability (Technology Errors and Omissions) if they are doing any
software development: Insurance appropriate to the Contractor's profession, with limit no
less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
If the contractor maintains higher limits than the minimums shown above, the City of Newport
Beach requires and shall be entitled to coverage for the higher limits maintained by the contractor.
C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain,
the following provisions:
1. Additional Insured Status. The City of Newport Beach, its officers, officials, employees,
agents and volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf of the
Contractor including materials, parts or equipment furnished in connection with such work
or operations. General liability coverage can be provided in the form of an endorsement to
the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10
and CG 20 37 forms if later revisions used).
2. Primary Coverage. For any claims related to this contract, the Contractor's insurance
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coverage shall be primary insurance as respects the City, its officers, officials, employees,
agents and volunteers. Any insurance or self - insurance maintained by the City, its officers,
officials, employees, or volunteers shall be excess of the Contractor's insurance and shall
not contribute with it.
3. Notice of Cancellation. Each insurance policy required above shall provide that coverage
shall not be canceled, except with notice to the City of Newport Beach.
4. Waiver of Subrogation. Contractor hereby grants to the City of Newport Beach a waiver
of any right to subrogation which any insurer of said Contractor may acquire against the
City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the Entity has received a waiver of
subrogation endorsement from the insurer.
5. Deductibles and Self - Insured Retentions. Any deductibles or self - insured retentions must
be declared to and approved by the City of Newport Beach. The City may require the
Contractor to purchase coverage with a lower deductible or retention or provide proof of
ability to pay losses and related investigations, claim administration, and defense expenses
within the retention.
6. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to the Entity.
7. Claims Made Policies (applicable only to professional liability and cyber liability). If
any of the required policies provide claims -made coverage:
a) The Retroactive Date must be shown, and must be before the date of the contract or the
beginning of contract work.
b) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the contract of work.
c) If coverage is canceled or non - renewed, and not replaced with another claims -made
policy form with a Retroactive Date prior to the contract effective date, the Contractor
must purchase "extended reporting" coverage for a minimum of five (5) years after
completion of work.
8. Verification of Coverage. Contractor shall furnish the City of Newport Beach with original
certificates and amendatory endorsements or copies of the applicable policy language
effecting coverage required by this clause. All certificates and endorsements are to be
received and approved by the City before work commences. However, failure to obtain the
required documents prior to the work beginning shall not waive the Contractor's obligation
to provide them. The Entity reserves the right to require complete, certified copies of all
required insurance policies, including endorsements required by these specifications, at any
time.
9. Subcontractors. Contractor shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Contractor shall ensure that the
City of Newport Beach is an additional insured on insurance required from subcontractors.
10. Special Risks or Circumstances. The City of Newport Beach reserves the right to modify
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these requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
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