REQUEST FOR PROPOSALS. Maintenance Department Manual Document Scanning Professional Service Scheduled On-Call Agreement

Transcription

1 July 17, 2014 REQUEST FOR PROPOSALS Maintenance Department Manual Document Scanning Professional Service Scheduled On-Call Agreement The Vallejo Sanitation and Flood Control District (District) is seeking proposals for maintenance manual document scanning. Your proposal shall indicate if the enclosed insurance requirements and agreement are acceptable to your company, and that you are able to satisfy the terms and conditions of the agreement and insurance requirements. Insurance will only be required if the scanning is completed on site at 450 Ryder St., Vallejo, CA Your proposal shall also indicate the name of the project manager. Your proposal must be received at the District Office at 450 Ryder Street by 3:00pm on Friday August 8, Ifyou have any questions regarding the request for proposals, please contact MaryAnn Mundy at X200 or mmundv(a)vsfcd.com. VALLEJO SANITATION AND FLOOD CONTROL DISTRICT District Manager Attachments: Project Specifications Insurance Requirements Professional Service Agreement

2 Maintenance Department IVianual Scanning Specifications 1. Prep work shall be included in proposal 2. Binders shall be returned in original condition 3. Scan quality shall be 300 dpi 4. All text shall be scanned in full text pdf (OCR) 5. All scanning shall be in black and white 6. Delivery format shall be DVDs 7. Scanning shall include any diagrams that exist 8. Quality Control level shall meet ISO Data Capture for Titles and Tabs shall be Double Key Entry 10. Include price for both off site scanning (your location) and on site scanning (450 Ryder St., Vallejo, CA), travel time and cost door to door 11. Proposal shall state time period from pickup of documents to delivery of finished product or time period from start of project on site to delivery of finished product 12. Vallejo Sanitation and Flood Control District shall have two weeks from delivery to determine that product is acceptable 13. It has been estimated that 20% of the documents are double sided Proposal shall be based on the following sampling of 175 existing binders: Binder Name Letter Pages Staples 11 x17 Sheets Pockets 4x6 Cards Sheet Protectors Paper Clips Zone D-5D Zone D-3D Zone D-10D Zone D-7D Zone D-4D Zone D-1D Zone D-8D Zone D-9D Totals

3 VALLEJO SANITATION & FLOOD CONTROL DISTRICT Attachment A Insurance and Indemnification Requirements for Repair/Service On-Call Contractor (low risk) 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, or employees. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence FormCG Insurance Services Office Form Number CA covering Automobile Liability, Code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance Contractor shall maintain limits no less than: 1. General Liability: (Including operations, products and completed operations) 2. Automobile Liability: 3. Workers' Compensation 4. Employer's Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage; If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage As required by the State of California $1,000,000 per accident for bodily injury or disease. If the contractor maintains higher limits than the minimums shown above, the District shall be entitled to coverage for the higher limits maintained by the contractors. H:\DIRECTOR COORESPONDENCEMnsurance & Indemnification Language\201II&ILangiiage\LowRisliSen'iceRepairOnCallContractors.DOC July 2011

4 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the District. At the option of the District, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the District, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the District guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions The General Liability and Automobile Liability policies shall contain, or be endorsed to contain, the following provisions: 1. The District, its officers, trustees, officials, employees and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and 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 shall be provided in the form of an Additional Msured endorsement (CG or equivalent) to the contractor's insurance policy, or as a separate owner's policy. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the District, its officers, trustees, officials, employees, and volunteers. Any insurance or self-insurance maintamed by the District, its officers, trustees, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. The inclusion of more than one insured shall not operate to impair the right of one insured against another insured, and the coverage afforded by the policy shall apply as though separate policies had been issued to each insured. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either the Contractor or the insurer, except after thirty (30) days' prior written notice has been provided to the District. 5. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. Waiver of Subrogation Contractor hereby agrees to waive subrogation which any insurer of contractor may acquire from contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the District for all work performed by the Contractor, its employees, agents and subcontractors. Acceptability of Insurers Insurance is to be placed with insm-ers with a current A.M. Best's rating of no less than H:\DIRECTOR COORESPONDENCEMnsurance & Indemnification Langiiage\20III&ILangiiageMowRisl<Sen'iceRepairOnCanContractors.DOC My 2011

5 A:VII unless otherwise acceptable to the District. Verification of Coverage Contractor shall flirnish the District with original certificates and amendatory endorsements effecting coverage required by this clause. General Liability coverage shall be provided in the form of an Additional Insured endorsement (CG 20 10/11/85 or equivalent) to the Contractor's insurance policy, or as a separate owner's policy. All certificates and endorsements shall be received and approved by the District before work commences; failure to do so, however, shall not operate as a waiver of these insurance requirements. The District reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time. Su})contractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Indemnity Contractor agrees to indemnify, including the cost to defend, District and its officers, agents and employees, from and against any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of contractor and its agents and subcontractors in the performance of services under this contract; however, this indemnity does not apply to liability 1) for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence or willful misconduct of District, or District's agents or independent contractors who are directly responsible to the District, or for defects in design furnished by those persons, or 2) to the extent caused by the active negligence of District. H:\DIRECTOR COORESPONDENCEMnsurance & Indemnification Language \20I II&ILanguage MowRisliSeiyiceRepairOnCallContractors. July 2011 DOC

6 1 P.O. No. Agr. No AGREEMENT FOR PROFESSIONAL SERVICES 5 (scheduled and on-call) (without construction risk) 6 7 BETWEEN VALLEJO SANITATION AND FLOOD CONTROL DISTRICT 8 9 AND XXXXXXX This Agreennent for Professional Services ("Agreement") is entered into effective 14 the XX day of XXX, 20XX by and between Vallejo Sanitation and Flood Control District, Ryder Street, Vallejo, CA, hereinafter called "District," and XXXXXX, a California 16 [corporation] [general partnership] [limited partnership] [limited liability company] [sole 17 proprietorship], hereinafter called "Provider." This Agreement is entered into and is to 18 be performed in Solano County, California. 19 District [has undertaken the XXXXX project] [will from time to time have need for 20 XXXXX services] and has selected Provider to provide professional services in 21 connection with said project. 22 IT IS AGREED AS FOLLOWS: 23 ARTICLE 1. - EMPLOYMENT 24 District does hereby retain Provider as an independent contractor for professional 25 services, upon the terms and conditions set forth in this Agreement. Provider shall 26 perform its services and duties in conformance to and consistent with the standards 27 generally recognized as being employed by professionals in Providers' field of expertise 28 in California. Without limiting the foregoing, Provider shall be solely responsible for the Rev G. Heppell 1

7 29 compliance of Provider's work product with all applicable building codes and other 30 applicable state, federal and local statues, ordinances and regulations. 31 ARTICLE 2. - SCOPE OF WORK AND CHANGES 32 Provider will perform the services described in Exhibit "A," attached hereto and 33 incorporated herein by this reference, subject to the satisfaction of the District Manager. 34 Provider will perform the services on both a scheduled and an on-call basis, when and 35 as requested by District by way of written work orders. The individual District work 36 orders will describe the schedule for the work. Provider agrees to provide all labor, 37 materials, tools, equipment, transportation, services and other items necessary to 38 complete the work. District, without invalidating this Agreement, may order changes in 39 the work within the general scope of this Agreement consisting of additions, deletions 40 and other revisions, and Provider's compensation and the contract time shall be 41 adjusted accordingly. All such changes shall be authorized in writing by District, and 42 shall be undertaken by Provider only upon direction in writing from District and after 43 such changes and the charges or credits therefor, or the method of calculating such 44 charges or credits, have been approved by the District and a memorandum thereof 45 signed by District and Provider. The cost or credit to District resulting from changes in 46 the work shall be determined in accordance with the bid(s), firm price quotation(s) 47 amounts, fees and/or rates set forth in Exhibit "A." If none of the methods set forth in 48 Exhibit "A" is applicable to the changes, the cost or credit to District shall be determined 49 by mutual agreement in writing. 50 ARTICLE 3. - REVIEW AND INVESTIGATION BY PROVIDER Rev G. Heppell 2

8 51 Provider has reviewed the work to be provided and has made its own 52 investigation of the work and the physical characteristics of the work site(s). Provider 53 has determined that it has sufficient information to enter into this Agreement and to 54 perform the work. Provider agrees and acknowledges that District has made no 55 representations or warranties concerning the work to be provided or concerning the 56 work site(s) and that Provider has relied solely upon its own review and investigation in 57 entering into this Agreement. 58 ARTICLE 4. - CONTRACT TERM AND EXTENSION 59 The term of this contract shall begin XXX XX, 20XX and end June 30, 20XX. 60 Provider will at all times diligently prosecute the work. Provider shall not commence 61 performance of services hereunder until receipt of written notice to proceed. Any 62 actions taken before such written notice are at Provider's sole risk. 63 [Add District option to extend term; e.g.: This Agreement may be extended for 64 one additional two-year period at the sole option and discretion of the District, on the 65 same terms and conditions, except that the compensation to Provider shall be subject to 66 adjustment (as to each price item listed in Exhibit "A") once, at the commencement of 67 the additional two-year period as follows: 68 The base for computing the adjustment is Consumer Price Index for All Urban 69 Consumers, published by the United States Department of Labor, Bureau of Labor 70 Statistics ("Index"), which is in effect on the date of the commencement of the initial 71 contract term ("Beginning Index"). The Index published most immediately preceding the 72 date on which the renewal term begins ("Extension Index") shall be used in determining I 73 the amount of the adjustment. If the Extension Index has increased over the Beginning Rev G. Heppell 3

9 74 Index, the contract prices for the two-year renewal period shall be set by multiplying the 75 various contract prices by a fraction, the numerator of which is the Extension Index and 76 the denominator of which is the Beginning Index. 77 If the Index is changed so that the base year differs from that used as of the 78 month most immediately preceding the date the term commences, the Index shall be 79 converted in accordance with the conversion factor published by the United States 80 Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised 81 during the term, such other government index or computation with which it is replaced 82 shall be used in order to obtain substantially the same result as would be obtained if the 83 Index had not been discontinued or revised. 84 Should District wish to extend the term of this Agreement, District should provide 85 written notice to Provider by June 1, 20XX of the initial term,] 86 ARTICLE 5. - COMPENSATION 87 Compensation for work hereunder shall be based on [the hourly rates of 88 Provider's personnel and equipment assigned to the project and the actual hours 89 required, plus actual and necessary expenses] [or other method such as fixed price]. 90 Billing rates and conditions shall be as set forth in Exhibit ["B. 'j ["A."] Each work order 91 issued to Provider pursuant to this Agreement shall set forth the payment to Provider for 92 the specific task, or the method of calculating the payment. Provider shall not be paid 93 more than the total sum of $XXXXX for all work under this Agreement without the prior 94 written authorization of District. 95 All work must be approved in writing by District as a condition to District's 96 obligation to pay Provider for the work. Approval of the work as described in this Article Rev G. Heppell 4

10 97 5, shall be for payment purposes only and shall not serve to waive any warranty on the 98 work or on any parts or materials furnished or installed by Provider, or to waive any 99 claim by District based on deficient or defective work or materials. 100 ARTICLE 6. - COMPLIANCE WITH LAWS 101 Provider shall have full and exclusive responsibility for compliance with all 102 federal, state and local requirements pertinent to its employees, methods and 103 procedures in connection with the work under this Agreement. Provider shall submit to 104 District a completed Internal Revenue Service, Department of the Treasury form W (Request for Taxpayer Identification Number and Certification) before commencing work 106 under this Agreement. 107 ARTICLE 7. - ASSIGNMENT AND SUBCONTRACTING 108 This Agreement shall not be assigned by either party, nor may Provider 109 subcontract any portion of the work hereunder, without first obtaining the written 110 consent of the other party. 111 ARTICLE 8. - TERMINATION AND COMPENSATION UPON TERMINATION 112 Unless earlier terminated as provided below, this Agreement shall terminate on 113 the date set forth in Article 4, or at such later date as Provider completes, to the 114 satisfaction of the District Manager, all tasks that Provider had undertaken pursuant to 115 this Agreement before the termination date set forth in Article 4. Acceptance of 116 Provider's work by District shall not operate as a waiver or release as to any matters 117 that are within Provider's duties and obligations under this Agreement. Upon termination 118 of this Agreement, whether by way of District's acceptance of Provider's services, for 119 the convenience of District, or because of default, the insurance and indemnity Rev G. Heppell 5

11 120 obligations of Provider as described in Articles 13 (Indemnity) and 14 (Insurance) 121 hereof, as well as the terms of any warranties given by Provider, and the provisions of 122 Articles 9 (Claims) and 10 (Legal Fees) hereof, shall continue in full force and effect. 123 Upon termination, Provider shall, without delay, deliver to District all documents and 124 materials prepared or obtained in the performance of this Agreement. 125 If District decides to abandon or indefinitely postpone the work or services 126 contemplated by this Agreement, District may terminate this Agreement upon written 127 notice to Provider. In such case Provider shall be paid for services satisfactorily 128 rendered prior to the termination, and the reasonable cost of assembling the required 129 materials and documents for delivery to District 130 Either party may terminate this Agreement in the event of a substantial failure by 131 the other party to fulfill its obligations hereunder; provided, however, that the party 132 alleged to be in default shall be given an opportunity to cure the default as provided 133 below. Notice of intent to terminate shall be in writing and shall be given as provided in 134 Article 17. The notice shall describe the reasons for the intended termination. This 135 Agreement shall not be terminated if the party alleged to be in default gives written 136 notice of its intent to cure the default within five (5) days after service of the notice of 137 intended termination, and, in addition, fully cures the default within fifteen (15) days after 138 service of the notice of intended termination. 139 Upon termination of this Agreement for default by either party, the parties will 140 attempt to negotiate an equitable adjustment in the price provided for in this Agreement. 141 In the case of default by Provider, Provider shall only be allowed, or, if the dispute goes 142 to arbitration, awarded, payment for services satisfactorily rendered prior to the Rev G. Heppell 6

12 143 termination, and Provider shaii be charged the difference between District's costs to 144 correct and complete the work described in Exhibit "A" and the amount that District 145 would have paid to Provider if Provider had completed the work. District may recover 146 such costs of correcting and completing the work whether or not, at the time of the 147 arbitration, the work has actually been corrected and/or completed. In the case of 148 default by District, Provider shall only be allowed, or, if the dispute goes to arbitration, 149 awarded, payment for services satisfactorily rendered prior to the termination, costs 150 reasonably and necessarily incurred by Provider arising out of obligations and 151 commitments undertaken by Provider as a result of entering into this Agreement, and 152 the reasonable cost of assembling the required materials and documents for delivery to 153 District. In no case, regardless of fault, shall Provider be allowed or awarded amounts 154 for anticipated profit, unperformed services, or indirect costs such as overhead. 155 Nothing in the immediately preceding paragraph shall limit the parties' rights and 156 remedies with regard to claims (1) for damages for death or bodily injury to persons, 157 injury to property, or other loss, arising out of negligence or professional liability, or (2) 158 under the Workers' Compensation laws, or (3) for breach of warranty, and nothing in 159 this Agreement shall waive or abrogate the provisions of the California Government 160 Code regarding claims against public entities. 161 ARTICLE 9. - CLAIMS 162 Any controversy or claim arising out of or relating to this Agreement, or the 163 breach thereof, shall be decided by arbitration administered by the American Arbitration 164 Association under its Commercial Arbitration Rules, and judgment on the award 165 rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Rev G. Heppell 7

13 166 arbitration shaii be held in Solano County, California, unless the parties mutually agree 167 in writing to a different location. The case shall be heard and decided by a single 168 arbitrator, who shall render a reasoned award setting forth the legal, contractual and 169 technical bases thereof. 170 ARTICLE 10.-LEGAL FEES 171 In any arbitration or legal proceedings in connection with this Agreement 172 (including a petition to cause judgment to be entered upon an arbitration award) brought 173 by either party against the other to enforce any of the obligations hereunder or arising 174 out of any dispute concerning the terms and conditions of this Agreement, the losing 175 party shall pay the prevailing party such reasonable amounts for attorneys' fees, costs 176 of litigation and other reasonable and necessary expenses incurred by the prevailing 177 party in preparing and presenting its case, as may be set by the arbitrator or by the 178 court. 179 ARTICLE 11.-INTEGRATION 180 This Agreement and the attachments hereto represent the entire understanding 181 between District and Provider as to those matters contained herein. No prior or 182 contemporaneous oral or written statement or understanding shall be of any force or 183 effect with respect to those matters covered hereunder. This Agreement may not be 184 modified or altered except in a writing signed by both District and Provider. In case of 185 inconsistency between this Agreement and the attachments hereto, the terms of this 186 Agreement shall govern. Without limiting the generality of the foregoing, no limitation of 187 liability provision contained in the attachments or exhibits hereto shall be valid or 188 binding, unless it is separately signed or initialed by both District and Provider. Rev G. Heppell 8

14 189 ARTICLE 12.-PROJECT MANAGER 190 Provider designates XXXXX who shall be responsible for the performance of the 191 work and for all matters relating to this Agreement. Provider shall not replace the 192 aforesaid individual without the consent of and prior written approval of District, provided 193 that such approval shall not be unreasonably withheld and provided the person 194 originally designated by Provider remain in the active employ of Provider. 195 ARTICLE INDEMNITY 196 Provider agrees to indemnify, including the cost to defend. District and its 197 officers, agents and employees, from and against any and all claims, demands, costs or 198 liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful 199 misconduct of Provider and its agents and subcontractors in the performance of 200 services under this contract; however, this indemnity does not apply to liability 1) for 201 damages for death or bodily injury to persons, injury to property, or other loss, arising 202 from the sole negligence or willful misconduct of District, or District's agents or 203 independent contractors who are directly responsible to the District, or for defects in 204 design furnished by those persons, or 2) to the extent caused by the active negligence 205 of District. 206 ARTICLE INSURANCE REQUIREMENTS FOR PROVIDER 207 Provider shall procure and maintain for the duration of the contract insurance 208 against claims for death or injuries to persons or damages to property that may arise 209 from or in connection with the performance of the work hereunder by the Provider, its 210 agents, representatives, or employees. Provider shall include all approved 211 subcontractors as insureds under its policies or shall furnish separate evidence of Rev G. Heppell 9

15 212 coverage and endorsements for each approved subcontractor. All coverages for 213 approved subcontractors shall be subject to all of the requirements stated herein. 214 Minimum Scope of Insurance 215 Coverage shall be at least as broad as: Insurance Services Office Commercial General Liability coverage (occurrence 217 FormCG 00 01) Insurance Services Office Form Number CA covering Automobile Liability, 219 Code 1 (any auto) Workers' Compensation insurance as required by the State of California and 221 Employer's Liability Insurance Errors and Omissions Liability insurance appropriate to the Provider's profession. 223 [If applicable: 5. Builder's Risk (Course of Construction) insurance covering all risks 224 of loss less policy exclusions,] 225 Minimum Limits of Insurance 226 Provider shall maintain limits no less than: 227 General Liability (including operations, products and completed operations, as 228 applicable): 229 $1,000,000 per occurrence for bodily injury, personal injury, and property damage. If 230 Commercial General Liability insurance or other form with a general aggregate limit is 231 used, either the general aggregate limit shall apply separately to this project/location or 232 the general aggregate limit shall be twice the required occurrence limit. 233 Automobile Liability: 234 $1,000,000 per accident for bodily injury and property damage. Rev G. Heppell 10

16 235 Excess or Umbrella Liability Coverage 236 $1,000,000, which shall be excess over both the Commercial General Liability and the 237 Auto policies. 238 Worker's Compensation: 239 As required by the State of California 240 Employer's Liability: 241 $1,000,000 per accident for bodily injury or disease. 242 Errors and Omissions Liability: 243 $1,000,000 per occurrence. 244 If Provider maintains higher limits than the minimums shown above. District shall be 245 entitled to coverage for the higher limits maintained by Provider. 246 Deductibles and Self-Insured Retentions 247 Any deductibles or self-insured retentions must be declared to and approved by District. 248 At the option of District, either: the insurer shall reduce or eliminate such deductibles or 249 self-insured retentions as respects the District, its officers, trustees, officials, employees 250 and volunteers; or Provider shall provide a financial guarantee satisfactory to District 251 guaranteeing payment of losses and related investigations, claim administration, and 252 defense expenses. 253 Other Insurance Provisions 254 A. The commercial general liability and automobile liability policies shall contain, or 255 be endorsed to contain, the following provisions: The District, its officers, trustees, officials, employees and volunteers shall 257 be covered as additional insureds as respects: liability arising out of work or operations Rev G. Heppell i i

17 258 performed by or on behalf of Provider; and automobiles owned, leased, hired or 259 borrowed by Provider For any claims related to this project. Provider's insurance coverage shall 261 be primary insurance as respects the District, its officers, trustees, officials, employees, 262 and volunteers. Any insurance or self-insurance maintained by District, its officers, 263 trustees, officials, employees or volunteers shall be excess of Provider's insurance and 264 shall not contribute with it The inclusion of more than one insured shall not operate to impair the right 266 of one insured against another insured, and the coverage afforded by the policy shall 267 apply as though separate policies had been issued to each insured. 268 [If applicable: 4. The referenced policies do not exclude explosion, collapse, 269 underground excavation hazards, or removal of lateral support.] 270 Each insurance policy required by this Agreement shall be endorsed to 271 state that coverage shall not be canceled by the insurer or Provider, except after thirty 272 (30) days' prior written notice by certified mail, return receipt requested, has been given 273 to District and subsequent coverage reviewed and accepted by the District is provided 274 by Provider. 275 Coverage shall not extend to any indemnity coverage for the active 276 negligence of the additional insured in any case where an agreement to indemnify the 277 additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil 278 Code If the services involve lead-based paint or asbestos 280 identification/remediation, the Contractors Pollution Liability policy shall not contain Rev G. Heppell 12

18 281 lead-based paint or asbestos exclusions. If the services involve mold 282 identification/remediation, the Contractors Pollution Liability policy shall not contain a 283 mold exclusion and the definition of "Pollution" shall include microbial matter including 284 mold. 285 B. If General Liability, Contractor's Pollution Liability, Asbestos Pollution Liability 286 and/or Errors and Omissions coverages are w/ritten on a claims-made form: The retroactive date must be shown, and must be before the date of this 288 Agreement the beginning of contract work Insurance must be maintained and evidence of insurance must be 290 provided for at least five (5) years after completion of the contract work If coverage is canceled or non-renewed, and not replaced with another 292 claims-made policy form with a retroactive date prior to the contract effective date, 293 Provider must purchase extended period coverage for a minimum of five (5) years after 294 completion of contract work A copy of the claims reporting requirements must be submitted to the 296 District for review. 297 Acceptability of Insurers 298 Insurance shall be placed with insurers with a current A.M. Best's rating of no less than 299 A: VII. Exception may be made for the State Compensation Insurance Fund when not 300 specifically rated. 301 Verification of Coverage 302 Provider shall furnish District with original certificates and endorsements effecting 303 coverage required by this Article. General Liability coverage shall be provided in the Rev G. Heppell I3

19 304 form of an Additional Insured endorsement (CG or equivalent) to Provider's 305 insurance policy, or as a separate owner's policy. All certificates and endorsements 306 shall be received and approved by District before work commences; failure to do so, 307 however, shall not operate as a waiver of these insurance requirements. District 308 reserves the right to require complete, certified copies of all required insurance policies, 309 including endorsements effecting the coverage required by these specifications at any 310 time. 311 Waiver of Subrogation 312 Provider hereby agrees to waive subrogation which any insurer of Provider may acquire 313 from Provider by virtue of the payment of any loss. Provider agrees to obtain any 314 endorsement that may be necessary to effect this waiver of subrogation. 315 The Workers' Compensation policy shall be endorsed with a waiver of 316 subrogation in favor of District for all work performed by Provider, its employees, agents 317 and subcontractors. 318 Subcontractors 319 Provider shall require and verify that all approved subcontractors maintain insurance 320 meeting all the requirements stated herein. 321 Event of Claim 322 Provider shall pay any deductible amount in the event there is a claim for which the 323 insurer is responsible. Provider's indemnification obligation shall apply regardless of 324 whether Provider pays or the Provider's insurance carrier pays the deductible amount. 325 ARTICLE OWNERSHIP OF WORK PRODUCT Rev G. Heppell 14

20 326 All work product prepared by Provider pursuant to this Agreement shall become 327 the property of District. The work under this Agreement is work made for hire. Such 328 work product is not intended or represented to be suitable for reuse by District or others 329 on extensions of the services provided for the intended project or for any other project. 330 Any reuse without written permission, or without specific certification or adaptation by 331 Provider for a specific purpose, will be at District's sole risk and without liability to 332 Provider. Any such certification or adaptation will entitle Provider to further 333 compensation at rates to be agreed upon by District and Provider. 334 ARTICLE PREVAILING WAGES 335 This Article applies only if District and Provider have separately initialed it 336 in the space provided at the end of this Article In no case shall Provider pay its workers less than the general prevailing rate of 338 per-diem wages for work of a similar character in the locality in which the work is 339 performed. Copies of the prevailing rates of per-diem wages for each craft, 340 classification, or type of worker needed to execute this Agreement are on file in the 341 District's office. Provider shall keep certified payroll records meeting all the 342 requirements of California Labor Code section 1776, and shall maintain and make the 343 certified payroll records available for inspection as provided in section District Provider By: By: 348 Rev G. Heppell 15

21 349 ARTICLE NOTICES 350 Any notices required by this Agreement or arising hereunder shall be in writing 351 and shall be personally served on an officer or managing employee of the other party, 352 or sent by certified mail, return receipt requested, to the following addresses, or such 353 other addresses as the respective parties may hereafter designate in writing: 354 To the District: To the Provider: 355 Melissa Morton ' XXXXX 356 District Manager 357 Vallejo Sanitation 358 and Flood Control District Ryder Street 360 Vallejo, CA Notices sent by certified mail shall be considered sen/ed three days after they 363 are postmarked. 364 ARTICLE BINDING ON SUCCESSORS This Agreement shall inure to the benefit of and shall be binding upon the parties 367 hereto and their heirs, executors, administrators, successors and assigns. 368 ARTICLE WARRANTY OF AUTHORITY 369 Each person signing this agreement on behalf of a party to this Agreement 370 warrants that he or she has full authority to execute this Agreement on behalf of such 371 party and to bind the party to all the terms contained herein, and agrees that he or she 372 shall defend, indemnify and hold all others parties to this Agreement harmless from any 373 liability, costs and expenses incurred if this warranty is not true or if he or she does not 374 have the authority. 375 ARTICLE CONFIDENTIAL INFORMATION 376 Provider acknowledges that information transmitted by the District, constitutes Rev G. Heppell 16

22 377 confidential information. Provider agrees to receive and maintain the confidential 378 information in confidence. Provider will not use the confidential information for its own 379 benefit or disclose it or othenwise make it available to third parties. Provider will take 380 reasonable steps to ensure that its subcontractors, employees, representatives and 381 agents comply with this provision. 382 ARTICLE SIGNATURES 383 This Agreement may be signed in counterparts, all of which together shall be 384 considered one and the same Agreement. Signatures transmitted by facsimile or 385 shall be valid and binding, however, either party shall, upon request, promptly provide 386 an original signature as well VALLEJO SANITATION AND XXXXXX 389 FLOOD CONTROL DISTRICT BY: 393 Melissa Morton, District Manager Date: ATTEST: 400 Catherine C. Sparks, District Clerk APPROVED AS TO FORM: District Legal Counsel BY: (Name), (Title) Date: Rev G. Heppell 17