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HomeMy WebLinkAboutC-7020-1 - Assignment Agreement (for On-Call RSA for Sidewalk Grinding Services)CCD ASSIGNMENT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND CALIFORNIA CONCRETE GRINDING THIS ASSIGNMENT AGREEMENT ("Assignment') is made and entered into as of this 15r day of February, 2016, ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City") and CALIFORNIA CONCRETE GRINDING, a California general partnership ("Contractor"), whose address is 712 Elm Court, Paso Robles, CA 93446 and is made with reference to the following: RECITALS A. On April 9, 2013, City and Contractor entered into an On -Call Repair Services Agreement ("Agreement') with Central Coast Surface Grinding, Inc., a Delaware corporation, to engage Contractor to perform on-call repair services for sidewalk grinding services ('Project'). B. On October 29, 2015, Central Coast Surface Grinding, Inc. requested that the City assign its rights and obligations under the Agreement to California Concrete Grinding, a California general partnership. C. The parties desire to enter into this Assignment to assign the rights under the Agreement to from Central Coast Surface Grinding, Inc., to California Concrete Grinding and to update Insurance Requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: ASSIGNMENT As of the Effective Date, Central Coast Surface Grinding, Inc. hereby assigns to CALIFORNIA CONCRETE GRINDING all of the rights, title and interest in and obligations under the Agreement. CALIFORNIA CONCRETE GRINDING hereby accepts such assignment and hereby assumes, agrees and undertakes to perform all obligations of Central Coast Surface Grinding, Inc., pursuant to the Agreement as of the Effective Date. Any reference to Central Coast Surface Grinding, Inc., in the Agreement, shall be deemed to be a reference to the CALIFORNIA CONCRETE GRINDING. CALIFORNIA CONCRETE GRINDING understands and acknowledges that the Agreement is an on-call, and as -needed Agreement, which may or may not result in work being performed by CALIFORNIA CONCRETE GRINDING. As of the Effective Date, Central Coast Surface Grinding, Inc., shall have no further rights of any kind whatsoever under the Agreement. California Concrete Grinding Page 1 2. INSURANCE REQUIREMENTS Exhibit C to the Agreement is amended in its entirety and replaced with Exhibit C-1, attached hereto and incorporated herein by reference. 3. 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] California Concrete Grinding Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement on the date first above written. APPROVED AS TO FORM: CITY ATT N Y'S OFFICE Date: 'Aaron C. Harp City Attorney CITY OF NEWPORT BEACH, a California municipal corporation Date: -2A By: Dave Kiff City Manager By: Daniel Smith Sr. Vice President [END OF SIGNATURES] Attachments: Exhibit C-1 – Insurance Requirements California Concrete Grinding Page 3 ATTEST: CONTRACTOR: CALIFORNIA CONCRETE � � Date: - GRINDING, a California general partnership Date: r By:—QC- Leilani I. Brown Suzi hek ' City Clerk Partner Date: 2- -3- -By: U ; By: Nikole Thek Partner AGREED: Central Coast Surface Grinding, Inc., a Delaware Corporation Date: 'L Suzi hek President/Secretary/Treasurer Date: By: Daniel Smith Sr. Vice President [END OF SIGNATURES] Attachments: Exhibit C-1 – Insurance Requirements California Concrete Grinding Page 3 EXHIBIT C-1 INSURANCE REQUIREMENTS — REPAIR SERVICES 1. Provision of Insurance. 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, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor 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. Contractor 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. Contractor 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. B. General Liability Insurance. Contractor 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). C. Automobile Liability Insurance. Contractor 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 Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented California Concrete Grinding Page C-1 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: A. 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 Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor 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, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents 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. Contractor 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. 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 Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial California Concrete Grinding Page C-2 additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor 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. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor 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. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor 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 Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. 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 Contractor 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 Contractor'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 Contractor or reimbursed by Contractor upon demand. California Concrete Grinding Page C-3 H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or 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. I. Contractor's Insurance. Contractor 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. California Concrete Grinding Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. " Date Received: 2/12/16 Dept./Contact Received From: Anthony Date Completed: 2/12/16 Sent to: Anthony By: Chris Company/Person required to have certificate: California Concrete Grinding Type of contract: Alt Others GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 9/13/15-9/13/16 A. INSURANCE COMPANY: Security National Insurance Company A. B. AM BEST RATING (A-: VII or greater): A:XHI B. C. ADMITTED Company (Must be California Admitted): 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? 1M12M E. ADDITIONAL INSURED ENDORSEMENT — please attach E Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) include): Is it included? (completed Operations status does (What is limits provided?) N/A not apply to Waste Haulers or Recreation) E Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND Haulers only): E N/A COMPLETED OPERATIONS ENDORSEMENT (completed G. HIRED AND NON -OWNED AUTO ONLY: ❑ NIA Operations status does not apply to Waste Haulers) E Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? E Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? E 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 E No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): E NIA ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ NIA E Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 10/8/15-10/8/16 Mercury Insurance Groups (California Automobile Insurance A. INSURANCE COMPANY: Company) B. AM BEST RATING (A-: VII or greater) A+:XIII C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? E 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? 1M 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): E N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ NIA ❑ Yes E No H. NOTICE OF CANCELLATION: ❑ N/A 0 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: Not Required per Affidavit A. INSURANCE COMPANY: B. AM BEST RATING (A-: VII or greater): C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK Approved: 00� - Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 2/12/16 Date ❑ 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 $ ) ❑ NIA ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract.