HomeMy WebLinkAboutC-6186 - Purchase Agreement for One (1) CNG Vactor Hydro-ExcavatorPURCHASE AGREEMENT
FOR ONE (1) CNG VACTOR HYDRO -EXCAVATOR FROM
HAAKER EQUIPMENT COMPANY
This Purchase Agreement ("Agreement") is entered into as of this day of
N /c 2015 ("Effective Date"), by and between the CITY OF NEWPORT
BEA a California municipal corporation and charter city ("City"), and HAAKER
EQUIPMENT COMPANY, a California corporation ("Vendor'), whose principal place of
business is 2070 North White Avenue, La Verne, California 91750.
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 requires One (1) CNG (Compressed Natural Gas) Vactor Hydro Excavator
("Equipment") as set forth in Exhibit A, which is attached and incorporated herein
by this reference.
C. Vendor has carefully reviewed and evaluated the specifications set forth by the
City for the Equipment and has committed to deliver the Equipment required for
the price specified in this Agreement within Three Hundred (300) calendar days
commencing upon execution of this Agreement.
D. City has solicited and received a proposal from Vendor's agent, has evaluated
the expertise of Vendor, and desires to submit an order for the Equipment under
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants, and other terms and conditions as set forth herein, Vendor and City
(each a "Parti' and together the "Parties") agree as follows:
TERM
The Term of this Agreement shall commence on the Effective Date and shall
terminate on April 30, 2016 unless terminated earlier as set forth herein.
2. COMPENSATION
City shall pay the purchase price as more fully described in the Pricing Proposal
attached hereto as Exhibit A and incorporated herein by reference. The purchase price
for Equipment, including all sales taxes, shall not exceed Four Hundred Ninety Eight
Thousand One Hundred Thirty -Three Dollars and 80/100 ($498,133.80) ("Purchase
Price").
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3. ADMINISTRATION
This Agreement will be administered by the City's Municipal Operations
Department. The Deputy Municipal Operations Director, or designee, shall be the
Purchase Administrator and shall have the authority to act for City under this
Agreement. The Purchase Administrator or designee shall represent City in all matters
pertaining to the services to be rendered pursuant to this Agreement.
4. DELIVERY
4.1 Delivery to City of the Equipment shall be made within three hundred
(300) calendar days from the execution of the Agreement.
4.2 Delivery shall be made to the City's Yard at 592 Superior Avenue,
Newport Beach, CA 92663, or such other location as may be designated by City in
writing. Time of delivery is of the essence in this Agreement. City reserves the right to
refuse the Equipment, or part thereof, and to cancel all or any part of the Equipment not
conforming to applicable specifications, samples or descriptions. City shall receive a
pro -rata refund for the Equipment, or part thereof, cancelled under this Agreement,
within thirty (30) calendar days of City's cancellation. Acceptance of any part of the
order for Equipment shall not bind City to accept future shipments nor deprive City of
the right to return Equipment already accepted at Vendor's expense. Over shipments
and under shipments of Equipment shall be only as agreed to in writing by City.
Delivery shall not be deemed to be complete until all Equipment have actually been
received and accepted in writing by the City.
4.3 Vendor shall submit all requests for extensions of time for delivery in
writing to the City Purchase Administrator not later than ten (10) calendar days after the
start of the condition that purportedly causes a delay. The Purchase Administrator shall
review all such requests and may, at his/her sole discretion, grant reasonable time
extensions for unforeseeable delays that are beyond Vendor's control.
5. ACCEPTANCE/ PAYMENT
Unless otherwise agreed to in writing by City, acceptance of the Equipment shall
not be deemed complete unless in writing and until all the Equipment, including each
part thereof, has actually been received, inspected and tested to the satisfaction of City.
Once acceptance of the Equipment is complete, City shall pay Vendor within thirty (30)
calendar days thereafter.
6. NOTICES
6.1 All notices, demands, requests or approvals 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.
6.2 All notices, demands, requests or approvals from Vendor to City shall be
addressed to City at:
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Attn: Municipal Operations Director
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3059
Fax: 949-650-0747
Email: mpisani(a)newportbeachca.gov
6.3 All notices, demands, requests or approvals from City to Vendor shall be
addressed to Vendor at:
Attention: Matt Muinch
Haaker Equipment Company
2070 North White Avenue
La Verne, California 91750
7. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the Parties with respect
to all matters herein, and there are no restrictions, promises, warranties, or
undertakings other than those set forth herein or referred to herein. No exceptions,
alternatives, substitutes or revisions are valid or binding on City unless authorized by
City in writing. Electronic acceptance of any additional terms, conditions or
supplemental agreements by any City employee or agent, shall not be valid or binding
on City unless accepted in writing by the Purchase Administrator. The terms of this
Agreement shall supersede any inconsistencies between this Agreement and the
Exhibits hereto.
8. WARRANTY
8.1 Vendor expressly warrants that the Equipment covered by this Agreement
is: 1) free of liens or encumbrances; 2) of merchantable quality and good for the
ordinary purposes for which it is used; and 3) fit for the particular purpose for which it is
intended. Acceptance of this Agreement shall constitute an agreement upon Vendor's
part to indemnify, defend and hold City and its indemnities as identified in Section 13
below, and as more fully described in Section 13, harmless from liability, loss, damage
and expense, including reasonable counsel fees, incurred or sustained by City by
reason of the failure of the Equipment to conform to such warranties, faulty work
performance, negligent or unlawful acts, and non-compliance with any applicable state
or federal codes, ordinances, orders, or statutes, including the Occupational Safety and
Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in
addition to any other remedies provided by law.
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8.2 Vendor and manufacturer's warranties and certifications are attached
hereto as Exhibit B, and incorporated in full by this reference. The Warranty Period
shall commence on the date the Equipment is accepted by the City. All warranty repair
work shall be conducted by a Vendor -certified dealer/agent in the Southern California
region.
8.3 As of the Effective Date of this Agreement the Vendor -certified dealer/
agent for purposes of all repairs and warranty work is: Haaker Equipment Company,
2070 North White Avenue, La Verne, CA 91750.
8.4 In the event that Vendor designates a different certified dealer/agent for
the Southern California region, Vendor shall provide City with written notice of such
change within ten (10) days of the change.
9. ASSIGNMENT OR SUBCONTRACTING
The terms, covenants, and conditions contained herein shall apply to and bind
the heirs, successors, executors, administrators and assigns of the Parties.
Furthermore, neither the performance of this Agreement nor any portion thereof may be
assigned or subcontracted by Vendor without the express written consent of City. Any
attempt by Vendor to assign or subcontract the performance or any portion thereof of
this Agreement without the express written consent of City shall be invalid and shall
constitute a breach of this Agreement.
10. TERMINATION
10.1 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 after receipt of written notice of default
specifying the nature of such default and the steps necessary to cure such default, 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, or thereafter fails to 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. City shall be refunded
all money for Equipment not delivered and accepted by City at time of termination within
thirty (30) calendar days. Cause for default shall further be defined as any breach of this
Agreement, any misrepresentation or fraud on the part of the Vendor and/or filing of any
petition in U.S. Bankruptcy Court or entering of Bankruptcy by Vendor.
10.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion without cause, of terminating this Agreement at any time by giving seven (7)
calendar days prior written notice to Vendor. In the event of termination under this
Section, City shall pay Vendor for services satisfactorily performed and costs incurred
up to the effective date of termination for which Vendor has not been previously paid.
City shall be refunded all money for Equipment not delivered and accepted by City at
time of termination within thirty (30) calendar days. On the effective date of termination,
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Vendor shall deliver to City all equipment, reports, documents and other information
developed or accumulated in the performance of this Agreement, whether in draft or
final form.
11. CONSENT TO BREACH NOT WAIVER
No term or provision of this Agreement shall be deemed waived and no breach
excused, unless such waiver or consent shall be in writing and signed by the Party
claimed to have waived or consented to such breach. Any consent by any Party to, or
waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
12. REMEDIES NOT EXCLUSIVE
The remedies for breach set forth in this Agreement are cumulative as to one (1)
another and as to any other provided by law, rather than exclusive; and the expression
of certain remedies in this Agreement does not preclude resort by either Party to any
other remedies provided by law.
13. INDEMNIFICATION
13.1 To the fullest extent permitted by law, Vendor 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,
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 (including the negligent and/or
willful acts, errors and/or omissions of Vendor, its principals, officers, agents,
employees, 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).
13.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Vendor 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 policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Vendor.
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14. CHARGES AND LIENS
Vendor shall pay promptly all indebtedness for labor, materials and equipment
used in performance of the work. Vendor shall not permit any lien or charge to attach to
the Equipment, but if any does so attach, Vendor shall promptly procure its release and,
in accordance with the requirements of Section 13 above, indemnify, defend, and hold
City harmless and be responsible for payment of all costs, damages, penalties and
expenses related to or arising from or related thereto.
15. INSURANCE
Without limiting Vendor's indemnification of City, and prior to commencement of
work, Vendor 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.
16. CHANGE OF OWNERSHIP
Vendor agrees that if there is a change or transfer in ownership of Vendor's
business prior to completion of this Agreement, the new owners shall be required under
terms of sale or other transfer to assume Vendor's duties and obligations contained in
this Agreement and complete them to the satisfaction of City.
17. FORCE MAJEURE
Vendor shall not be assessed with liquidated damages or unsatisfactory
performance penalties during any delay beyond the time named for the performance of
this Agreement caused by any act of God, war, civil disorder, employment strike or
other cause beyond its reasonable control, provided that Vendor gives written notice of
the cause of the delay to City within forty-eight (48) hours of the start of the delay and
Vendor avails itself of any available remedies.
18. CONFIDENTIALITY
Vendor agrees to maintain the confidentiality of all City and City -related records
and information pursuant to all statutory laws relating to privacy and confidentiality that
currently exist or exist at any time during the term of this Agreement. All such records
and information shall be considered confidential and kept confidential by Vendor and
Vendor's staff, agents, employees and subcontractors.
19. FREIGHT (F.O.B. DESTINATION)
The Total Compensation includes shipment and delivery of Equipment to
designated City location. Vendor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated
with delivery of all products deemed necessary under this Agreement.
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20. TERMS AND CONDITIONS
Vendor acknowledges that it has read and agrees to all terms and conditions
included in this Agreement.
21. SIGNATORIES AUTHORITY
Each person executing this Agreement expressly warrants that he or she is
authorized to do so on behalf of the entity for which he or she is executing this
Agreement. The City and Vendor represent and warrant that this Agreement is
executed voluntarily, with full knowledge of its significance.
22. STANDARD PROVISIONS
22.1 Recitals. City and Vendor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
22.2 Compliance with all Laws. Vendor 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.
22.3 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 contract or implied covenant shall be held to vary the provisions
herein.
22.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits attached hereto, the terms of
this Agreement shall govern.
22.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both Vendor and City and approved as to form by the
City Attorney.
22.6 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. The California Commercial Code shall be the controlling
law for the terms of this Agreement.
22.7 Equal Opportunity Employment. Vendor 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.
22.8 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
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against either Party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
22.9 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.
22.10 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing Party shall not be entitled to attorneys' fees.
22.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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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 ATTORNEY'S OFFICE a California municipal corporation and
charter city ]
Date: ��I� Date:
ByD By:
CgUb
Aaron C. Harp ��Y Edward D. Selic
City Attorney DI Mayor
ATTEST: CONTRACTOR: Haaker Equipment
Date: 1 1. Company, a California corporation
Date: 3a
Attachments:
Date: '74/4
By:
Robin Haaker
Secretary
[END OF SIGNATURES]
Exhibit A: Specifications for a CNG Vactor Hydro Excavator
Exhibit B: Warranty
Exhibit C: Insurance Requirements
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EXHIBIT A
SPECIFICATIONS FOR CNG VACTOR HYDRO EXCAVATOR
Haaker Equipment Company Page A-1
ONE (1) VACTOR CNG HYDRO -EXCAVATOR
12 Cubic Yard Volumetric Debris Body, Mounted on a 2015 Kenworth T800 SBA 6x4,
CNG Cummins 400 HP with Auto Transmission. Includes the following
Standard and Optional Equipment:
STANDARD FEATURES
Cylindrical Designed Debris Body, 1/4" Ex -Ten Steel
Flat Style, 3/4 Rear Door w/Replaceable Neoprene Seal
Hydraulic Rear Door Locking System
Hydraulic Rear Door Open/Close System
8" Inspection Port w/Ladder Access
Rear Door Support for Operator Safety
Double Acting Dump Hoist Cylinder
• Dual Air Ports w/Dual 10" Stainless Steel Float Balls
1200 Gallon Insulated Polypropylene Water Tank
• Water Tank Separate from Debris Tank
Water Tank Fill w/25' Water Hose and Connectors
Water Level Sight Gauge, Mark -V Electronic Low Water
Warning System
5 Year Warranty Against Leaks
Water System Rating is 10 GPM @ 2500 PSI
Hydraulic Operated Tri-Plex Piston Water Pump
Water Pump On/Off Located on Wireless Control and
Control Box
Variable Pressure and Flow Achieved by Electronic -
Over -Hydraulic Controls @ Operators Station
Handgun Hose 3/8" x 75' w/Operating Pressure of 3500
PSI
Ultra Quiet Inlet and Outlet Silencers Acoustically
NNlatched to Blower
Tow Hooks Front and Rear
Mud Flaps
Electronic Back -Up Alarm
Fenders
Spring Loaded Ground Reel
Direct Drive Omsi Transfer Case w/Air Shift
Single Cyclonic Separator w/14" Clean Out Door
Microstrainer Final Filter w/3" Camloc Drain
• 8" Vacuum Relief Located in the Inlet of Debris Tank,
Wireless Remote Control for boom w/Water Pump
Control, Throttle, Vacuum Relief and -Stop. - Hand-held
Control Panel Located Inside an Aluminum Box for
Protection
• Joystick Boom Control at Operator's Station
8" LD Wire Reinforced Rubber Suction hose
Electric -Over -Hydraulic Boom
Hydraulically Powered
Up/Down/Left/Right/Extend/Retract Boom
Boom Control Located at Control Panel and Hand Held
Wireless Control
All Boom Inlet Hose and Tubing will be 8" Inside
Diameter
8" Vacuum Pipe Package
Water System Digging Wand Package
Alum. Hyd. Oil Tank W/Sight Gauge
LED Lights. Clearance, Stop, Tail & Tum
• Entire Electrical System Moisture and Vapor Sealed
(1) 50" x 30" x 30" Aluminum Toolbox Located Behind
Cab for Water Pump and/or Hose Reel,
(1) 2 jet digging nozzle & (1) 3 jet digging nozzle
6" Rear Door Knife Valve w/Camloc, 3:00 position
LED Lights, Clearance, Stop, Tail, Turn, Backup
Vactor Manual, Partial Manual and USB Version - I
ADDITIONAL FEATURES INCLUDED
Debris Body Load Limit Alarm
Folding Pipe Rack, Curbside
Rear Door Splash Shield
Float Ball Screen
Lube Manifold
Laminated Lube Chart
Debris Body Vibrator, Electric
Sludge Pump Off -Load System Rear Door Mounted
Vacuum Enhancer
Remote Corded Pendant
Hydraulic Tank Shutoff Valves
Hand Light w/Retractable Reel
Strobe Light. LED, Front, Federal Signal, Amber
Worklight, Operators Station
Worklights (2), Boom
Worklights (2), Rear Door
Toolbox, Passenger Side Subframe in lieu of Tool Tray,
104w x 24h x 22d above Tandem Axle
Module Paint, Dupont Imron Elite - Sanded Primer Base
Door Stripe Material, Reflective Tape
Safety Tide 13 Lighting package
--Rear Arrowstick
-4 Corner Strobes
Additional 600 PSI Low Pressure Water Circuit
20 GPM Water Pump Upgrade
7' Telescoping Boom
EXHIBIT B
WARRANTY
Haaker Equipment Company Page B-1
LIMITED WARRANTY
Limited Warraniv. Each machine manufactured by VACTOR/GUZZLER MANUFACTURING (or, "the Company') is
warranted against defects in material and workmanship for a period of 12 months, provided the machine is used in
a normal and reasonable manner and in accordance with all operating Instructions. In addition, certain machines
and components of certain machines have extended warranties as set forth below. If sold to an end user, the
applicable warranty period commences from the date of delivery to the end user. If used for rental purposes, the
applicable warranty period commences from the date the machine is first made available for rental by the Company
or Its representative. This limited warranty may be enforced by any subsequent transferee during the warranty
period. This limited warranty Is the sole and exclusive warranty given by the Company.
STANDARD EXTENDED WARRANTIES (Total Warranty Duration)
Glycol Recovery Vehicles 18 months —all components
2100 Series, HXX. Series and Jetters 10 years against metal water tank leakage due to corrosion. Nonmetallic
water tanks are covered for 5 years against any factory defect in
material or workmanship.
2100 Series and HXX oniv 5 years against leakage of debris tank, centrifugal compressor or
housing due to rust -through,
Exclusive Remedy. Should any warranted product fail during the warranty period, the Company will cause to
be repaired or replaced, as the Company may elect, any part or parts of such machine that the Company's
examination discloses to be defective in material or factory workmanship. Repairs or replacements are to be made
at the selling Vactor/Guzzler distributor's location or at other locations approved by the Company. In lieu of repair
or replacement, the Company may elect, at Its sole discretion, to refund the purchase price of any product deemed
defective. The foregoing remedies shall be the sole and exclusive remedies of any party making a valid warranty
claim.
This Limited Warranty shall not apply to (and the Company shall not be responsible for);
1. Major components or trade accessories that have a separate warranty from their original manufacturer, such
as, but not limited to, trucks, engines, hydraulic pumps and motors, tires and batteries.
2. Normal adjustments and maintenance services.
3. Normal wear parts such as, but not limited to, brooms, oils, fluids, vacuum hose, light bulbs, fuses, gaskets.
4. Failures resulting from the machine being operated in a manner or for a purpose not recommended by the
Company.
5. Repairs, modifications or alterations without the express written consent of the Company, which In the
Company's sole judgment, have adversely affected the machine's stability, operation or reliability as originally
designed and manufactured.
6. Items subject to misuse, negligence, accident or improper maintenance.
*NOTE* The use In the product of any part other than parts approved by the Cornpany may Invalidate this warranty.
The Company reserves the right to determine, in its sole discretion, If the use of non -approved parts operates to
Invalidate the warranty. Nothing contained in this warranty shall make the Company liable for loss, injury, or damage
of any kind to any person or entity resulting from any defect or failure in the machine.
THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FORA
PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED.
This warranty Is In lieu of all other obligations or liabilities, contractual and otherwise, on the part of the Company.
For the avoidance of doubt, the Company shall not be liable for any Indirect, special, incidental or consequential
damages, Including, but not limited to, loss of use or lost profits. The Company makes no representation that the
machine has the capacity to perform any functions other than as contained In the Company's written literature.
catalogs or specifications accompanying delivery of the machine, No person or affiliated company representative Is
authorized to alter the terms of this warranty, to give any other warranties or to assume any other liability on behalf
of the Company In connection with the sale, servicing or repair of any machine manufactured by the Company. Any
legal action based hereon must be commenced within eighteen (18) months of the event or facts giving rise to such
action.
The Company reserves the right to make design changes or Improvements in its products without imposing any
obligation upon itself to change or improve previously manufactured products.
Gw+TMK VACTORIGUZZLER MANUFACTURING
VAC .LTV L 1 Streator, IL 6 364e1
EXHIBIT C
1. INSURANCE REQUIREMENTS —VENDORS
1.1 Provision of Insurance. Without limiting Vendor's indemnification of
City, and prior to commencement of work, Vendor 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.
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. Vendor 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 Vendor 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. Vendor 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. Vendor 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 Vendor
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
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amount not less than one million dollars ($1,000,000) combined single limit each
accident.
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 Vendor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery
prior to a loss. Vendor hereby waives its own right of recovery against City, and
shall require similar written express waivers from each of its subcontractors.
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. Vendor 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 contract. 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 contract to change the amounts and types
of insurance required by giving the Vendor sixty (60) days advance written notice
of such change. If such change results in substantial additional cost to the
Vendor, the City and Vendor may renegotiate Contractor's compensation.
1.5.3 Enforcement of Contract Provisions. Vendor acknowledges
and agrees that any actual or alleged failure on the part of the City to inform
Vendor of non-compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
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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 Vendor or any
subVendor 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 Vendor'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 Vendor or reimbursed by Vendor
upon demand.
1.5.7 Timely Notice of Claims. Vendor shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Vendor's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Vendor's Insurance. Vendor 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.
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