HomeMy WebLinkAboutPolydyne Inc. Formal Cooperative Purchase Agreement - 12-11-23GSD-S Formal Cooperative Purchase Agreement (06-2023)
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FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE
____________________________. by and between CITY OF FRESNO, a California
municipal corporation (City), and POLYDYNE INC, a Delaware Corporation (Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for
materials, supplies, equipment, and public work of improvement. The City is allowed to
piggyback an existing government agency’s agreement, under Fresno City Charter 1208.
The parties agree the Vendor was the lowest responsive and responsible bidder for
Invitation for Bid (IFB) issued by City of Livermore. The IFB is attached hereto as Exhibit
A and is incorporated herein by reference. The Parties agree that the Vendor has entered
a Cooperative Purchase Contract with City of Livermore (Request for Bid No. 4254 for
Liquid Cationic Polymer) (Original Government Contract).
2. Vendor’s Obligation. Vendor shall provide those services and carry out that
work described in the Original Government Contract, which is attached hereto as Exhibit
B and is incorporated herein by reference, subject to all the terms and conditions
contained or incorporated herein.
3. City’s Obligation. City shall make to the Vendor those payments described
in Exhibits A and B, subject to all the terms and condition contained or incorporated
herein
4. Notwithstanding the requirements that the Original Government Contract is
fully binding on the Parties, the parties have agreed to modify certain non-material
provisions of the Original Government Contract as applied to this Agreement between the
Vendor and the City, as follows:
a)City’s Insurance and Indemnity provisions attached as Exhibit C.
b)Address change for the City: Notwithstanding the address and
contract information for the government entity as set out in Exhibit B, the Vendor agrees
that notices and invoices will be sent to:
City of Fresno
Attention: Cory Asher
5607 W Jensen Ave
Fresno, CA 93706
Phone: (559) 621-5170
FAX: Cory.Asher@fresno.gov
c)Notwithstanding anything in Exhibits A and B to the contrary, this
Agreement shall be governed by, and construed and enforced in accordance with , the
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GSD-S Formal Cooperative Purchase Agreement (06-2023)
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laws of the State of California, excluding however, any conflict of laws rule which would
apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
d) All other provisions in the Original Government Contract are fully
binding on the parties and will represent the agreement between the City and the Vendor.
[Signatures follow on the next page.]
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GSD-S Formal Cooperative Purchase Agreement (06-2023)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales
Purchasing Manager,
General Services Department
No signature of City Attorney required.
Standard Document #GSD-S Formal
Cooperative Purchase Agreement
(06-2023) has been used without
modification, as certified by the
undersigned.
By:
James E. Jackson
Senior Procurement Specialist,
General Services Department
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: James E. Jackson
2101 G. Street, Bldg A.
Fresno, CA 93706
Phone: (559) 621-1165
E-mail: james.jackson2@fresno.gov
POLYDYNE INC, a Delaware
Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Vendor:
Polydyne Inc.
Attention: Boyd Stanley
Sr. Vice-President
One Chemical Plant Road
Riceboro, GA 31323
Phone: (800) 848-7659
E-mail: bids@polydyneinc.com
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
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Sr. Vice-President
Boyd Stanley
11/2/2023
Assistant-Secretary
Mark Schlag
11/2/2023
12/11/2023
12/11/2023
12/11/2023
EXHIBIT A
RFP #4254
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
City of Livermore
1052 S. Livermore Ave.
Livermore, CA 94550
REQUEST FOR BID #4254
FOR: LIQUID CATIONIC POLYMER
PUBLISHED: JUNE 19, 2023
CLOSES: July 10, 2023
SUBMIT TO:
CITY OF LIVERMORE
OLIVIA MAHEDY, PURCHASING SPECIALIST
1052 S. LIVERMORE AVE.
LIVERMORE, CA 94550
ON OR BEFORE: JULY 10TH, 2023 AT 2PM
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
GENERAL TERMS & CONDITIONS
1. Notice is hereby given that the City of Livermore, Alameda County, California, will
receive sealed bids for LIQUID CATIONIC POLYMER.
2. Each bid shall be in accordance with specifications and sample agreement on file
in the office of the Purchasing Specialist, City of Livermore, 1052 S. Livermore
Avenue, Livermore, California 94550, copies of said conditions and specifications
may be obtained at: www. Publicpurchase.com website or
https://wwwpublicpurchase.com/gems/livermore,ca/buyer/public/hom at no
charge. Vendors must register to be a vendor under the City of Livermore and to
receive all addendums.
3. Each bid shall be sealed and filed with the Purchasing Specialist at 1052 S.
Livermore Avenue, Livermore, CA 94550 prior to 2:00 PM, July 10, 2023. It is the
bidder's responsibility to ensure that bids are received prior to the 2:00 p.m. closing
time. LATE BIDS WILL NOT BE ACCEPTED!
4. Each bid must be accompanied by a complete copy of these specifications and
the proposed agreement. All blanks in specifications must be filled in or bid will be
considered unresponsive. Please submit a total TWO (2) sets – one (1) signed
original and one (1) copy, mark on upper right-hand corner of coversheet.
5. All prices must be typed or written in ink. Bids written in pencil will not be
accepted. Mistakes may be crossed out and corrections inserted adjacent, but the
correction must be initialed in ink by the person signing the proposal.
6. Any claim of error by a bidder must be made before the time of the bid opening,
otherwise it shall be deemed waived.
7. Any deviation from the attached specifications or substitution of services or
materials must be clearly indicated. Complete detailed specifications must
accompany any substitutions so specified.
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
8. The City reserves the right to reject any and all bids on any basis deemed to be in
the best interest of the City. Any changes, omissions, or variations in
specifications or conditions of bidding may be considered cause of rejection.
9. No bidder may withdraw their bid for a period of sixty (60) days after the date set
for the opening thereof.
10. The bidder, by submitting their bid, agrees to save, defend, keep, bear harmless,
and fully indemnify the said City and any of its officers, officials, agents, employees,
or volunteers from all damages, claims for damages, costs, or expenses, whether
in law or in equity, that may at any time arise or be set up for an infringement of
the patent rights, copyrights, or trade -marks of any person or persons in
consequence of the use by said City, or by any of its officers, officials, agents,
employees, or volunteers or articles to be supplied under this bid.
11. This Bid will be awarded to the contractor whose bid represents the best value to
the City of Livermore. Pursuant to Municipal Code Section 2.68.040 B. The
determination of which proposal represents the Best Value shall be based upon
but not limited to, the following considerations:
• Cost
• The ability, capacity, and skill of the contractor to perform the contract or
provide the services or equipment required.
• The ability of the contractor to provide the services or equipment promptly
or within the time specified without delay or interference.
• The character, integrity, reputation, judgment, experience, and efficiency of
the contractor.
• The quality of the contractor’s performance on previous contracts with the
City.
• The ability of the contractor to provide future maintenance, repair, parts and
services for the use of the supplies purchased.
12. All items in bid must comply with the SAE standards and meet all OSHA, State of
California and Federal Industrial Safety Orders, and regulations in effect on the
date of this invitation for bid.
13. The City of Livermore will furnish exemption certificates for all federal taxes, if
required. California State, Alameda County, and City of Livermore taxes are
applicable and shall be shown separately.
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
14. Any questions regarding bidding procedures may be directed to the Acting
Purchasing Specialist, Olivia Mahedy at (925) 960-43430. Any questions regarding
the scope of the bid must be directed to the City through the online question and
answer section of www.publicpurchase.com.
15. Bidder’s attention is directed to the following Insurance Requirements. It is highly
recommended that bidders confer with their respective insurance carriers or
brokers to determine in advance of bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent
awarded bidder fails to comply strictly with the insurance requirements, that bidder
may be disqualified from award of the Bid and Contract.
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
SPECIFICATIONS
Bids are requested for furnishing the annual requirements of the City of Livermore, Water
Resources Division (WRD). Beginning upon the date of the award of contract and ending
thirty-six months after the contract award date, for Cationic Polymers. Multiple
polymers may be proposed for inclusion in the contract. Each year, contractor’s
representative shall repeat field testing results to ensure that the correct polymer and
dosage rates are being used to minimize overall expenses.
DELIVERY ADDRESS
City of Livermore
Water Resources Division
101 Jack London Blvd.
Livermore, CA 94550
DELIVERY COST
Price quoted shall include all delivery and unloading charges.
PRODUCT TESTING
The objective is to find the best polymer for WRD processes, sludge makeup and
overall budget. The least expensive polymer may not be the least expensive per pound;
other factors such as required concentration for optimal effectiveness will be among the
considerations. Field and lab testing to determine the optimal polymer will c ommence
beginning June 21, 2023. The last day to conduct Field and lab testing is June 28,
2023. No requests will be considered after this date.
Contacts for scheduling Field and lab testing:
Kevin Kepler or Jimmie Truesdell (925) 960 -8100
Consideration of submitted proposal will only be given to Bidders who complete
BOTH field and lab testing. Samples should be provided at no cost to the City.
REFERENCES
Please provide contact information for three references from current customers.
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
SPECIFICATIONS/TECHNICAL INFORMATION :
PURPOSES OF POLYMER: For waste activated sludge thickening and the de -watering
of anaerobically digested domestic sludge using belt filter presses.
AVERAGE MONTHLY AMOUNT OF SOLIDS TO BE PROCESSED: 1.6 to 1.9 million
gallons.
MATERIAL CODE: Liquid, Cationic Polymer, or equivalent.
ESTIMATE ANNUAL USAGE: 198,000 LBS (Wet Wt.)
Bidders shall provide the following information on the BIDDERS PROPOSAL form:
Brand name quoted: __________________
Price per pound (Wet Wt): _________$/LB
FOB Destination
Price to include De-scaling Agent, if required
Dosage: ___________
DELIVERY
The City requires delivery within fourteen (14) calendar days after receipt of order. In no
case will bids be considered that take exception to the delivery requirements.
ILLUSTRATIVE AND TECHNICAL DATA
Bidder is to submit with proposal, complete Illustrative and Technical Data on materials
or equipment proposed to be furnished. Failure to furnish such data may void bid.
ESTIMATED QUANTITIES
The quantities stated herein are estimates only of the City’s requirements. Contractor
agrees to furnish more or less than the estimates in accordance with actual needs as they
occur throughout the contract period at the unit price quoted.
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
HAZARDOUS SUBSTANCE
This specification includes products that may contain hazardous substances shown on
the list prepared by the Director of Industrial Relations of the State of California pursuant
to California Labor Code Sections 6380 -6386.Safety Data Sheet(s) (SDS) prepared in
compliance with Title 8, California Code of Regulations, Section 5194, shall accompany
this bid.
If any of the ingredients of the product bid is a Carcinogen as shown on the most current
list prepared by the International Agency for Research on Cance r (IARC), bidder shall
separately identify such ingredients as a Carcinogen. Bidder is advised that the product
will not be accepted unless (1) the product may be used safely and (2) No acceptable
Non-Carcinogenic Substitute is available.
The selected Polymer(s) shall not create any problem with reuse options for the City’s
biosolids wet cake nor pose any health threats to operations personnel. Use of Polymer
shall not cause excessive concentrate foaming or result in scale formation in polymer
distribution lines. Addition by the vendor of the appropriate scale inhibitor may be required
at no cost to the City.
A copy of the SDS shall accompany each shipment of the product to a city facility.
The following information must be provided on the invoice for each delivered shipment
of Polymer.
1. Order date, time, and person placing order.
2. Delivery date and time.
3. Liquid pounds of Polymer delivered.
4. Total solids concentration of Polymer delivered.
5. Wet tons of Polymer delivered.
6. Price of Polymer, based on dry pounds.
7. Total charge for Polymer delivery.
Each Polymer delivery shall be accompanied by one representative sample of the
delivered batch (500ml) which is to be given to the Duty Operator accepting the
shipment. The sample shall include the name of the vendor, polymer brand, date, and
batch number.
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
BIDDER'S PROPOSAL
The undersigned bidder declares that he/she has carefully examined the General
Conditions and Specifications and agrees to furnish the services so covered to the City
of Livermore. The undersigned further declares that this proposal is made according to
the provisions and under the terms of the "Notice to Bidders" which document is made a
part of this proposal.
PURCHASING SPECIALIST
City of Livermore
1052 South Livermore Avenue
Livermore, California 94550
LIQUID CATIONIC POLYMER
Brand name quoted: ________________________________________
Price per pound (Wet wt.): _________________$/LB
FOB Destination
Price to include De-scaling Agent, if required
Dosage: ______________________
DATE: ________________________
BY: ______________________________________________________
(PLEASE SIGN) (PRINT NAME & TITLE)
COMPANY:
____________________________________________________________
ADDRESS:
____________________________________________________________
____________________________________________________________
PHONE: ___________________________E-MAIL: ___________________
ALL BLANKS IN SPECIFICATIONS MUST BE FILLED IN OR BID WILL BE CONS IDERED
UNRESPONSIVE. EACH BID MUST BE ACCOMPANIED BY A COMPLETE COPY OF THESE
SPECIFICATIONS, INCLUDING ANY ADDENDA ISSUED (IF ANY).
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CITY OF LIVERMORE
BID NO. 4254
FOR: LIQUID CATIONIC POLYMER
ACKNOWLEDGEMENT FORM
Bidder’s acknowledgement and submittal of acceptance of the City of Livermore’s terms
and conditions of Bid #4254:
Date __________________
Company Name: _______________________________________________
Address: _______________________________________________
_______________________________________________
Phone Number: _______________________ Fax: ___________________
Cell: _______________________
E-mail Address: _______________________________________________
Authorized Signature of Bidder:
_________________________
Print Name of Bidder:
_________________________
*** Bid responses must be received either by mail or hand delivered to;
City of Livermore, Attn: , 1052 S. Livermore Ave., Livermore, CA 94550
By 2PM, Monday, July 10, 2023. ***
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Bid RFB #4254 - LIQUID CATIONIC POLYMER
Addendum #1 - Addendum
Bid Type RFB
Bid Number 4254
Title LIQUID CATIONIC POLYMER
Start Date Jun 19, 2023 7:00:43 AM PDT
End Date Jul 1017, 2023 2:00:00 PM PDT
Agency City of Livermore (CA)
Bid Contact Olivia Mahedy
(925) 960-4328
osmahedy@livermoreca.gov
1052 S. Livermore Ave.
Livermore, CA 94550
Description
Notice is hereby given that the City of Livermore invites sealed bids for LIQUID
CATIONIC POLYMER. Each bid shall be in accordance with the conditions and
specifications on file in the office of the Purchasing Specialist, 1052 South
Livermore Avenue, Livermore, California 94550, copies of said conditions and
specifications may be obtained at: www.publicpurchase.com website or
https://www.publicpurchase.com/gems/livermore,ca/buyer/public/home at no
charge.
Each bid shall be in accordance with the conditions and specifications on file in
the Purchasing Office, 1052 South Livermore Avenue, Livermore, California
94550, where copies of said conditions and specifications may be inspected or
obtained at no charge. All bids must be on the form provided, enclosed in a
sealed envelope and clearly identified with bid title, name of bidder and date of
bid opening to preclude premature opening of bid.
PRODUCT TESTING
Field and lab testing to determine the optimal polymer will commence
beginning June 21, 2023. The last day to conduct Field and lab testing
is June 28, 2023. No requests will be considered after this date.
Delivery Information
*** Responses must be received either by mail or hand delivered to; City
of Livermore, Attn: Olivia Mahedy, Acting Purchasing Specialist, 1052 S.
Livermore Ave., Livermore, CA 94550 by 2PM, on Monday July 10,
2023.***
NO LATE BIDS ACCEPTED.
Documents
Name Posting Date Acceptance
Bid 4254 -Poly Bid Spec 20 Jun 16, 2023 4:04:09 PM PDT No
Attachment A - Sample GS Jun 16, 2023 3:46:33 PM PDT No
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EXHIBIT B
ORIGINAL GOVERNMENT CONTRACT
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Agreement for Services Page 1
Rev. 09.2021
AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered into this day of ,
2023, by and between the City of Livermore (“City”), a municipal corporation, and SNF
Polydyne, Inc. (“Contractor”), a Delaware corporation.
RECITALS
City requires services to supply and deliver dewatering polymer to the Livermore
Water Reclamation Plant.
Contractor warrants it possesses the distinct skills, qualifications, experience, and
resources necessary to timely perform the services described in this Agreement.
Contractor acknowledges City has relied upon these warranties to retain Contractor.
AGREEMENT
NOW, THEREFORE, City and Contractor hereby agree that the aforementioned
recitals are true and correct and further agree as follows:
1.Retention as Contractor. City hereby retains Contractor, and Contractor hereby
accepts such engagement, to perform the services described in Section 3 below subject
to the terms and conditions in this Agreement.
2.Relationship of Parties – Independent Contractors. The relationship of the
parties shall be that of independent contractors. Contractor and its employees are not
City officers or employees. Contractor is responsible for the supervision and
management of its employees, including any workers compensation insurance,
withholding taxes, unemployment insurance, and any other employer obligations
associated with the delivery of the services contemplated by this Agreement.
3.Description of Services. Contractor shall provide services to supply and deliver
dewatering polymer to the Livermore Water Reclamation Plant as more particularly set
forth in Exhibit "A" (collectively “the Services”).
4.Contractor’s Responsibilities. Contractor shall:
a)Diligently perform the Services in a manner commensurate with industry,
professional, and community standards;
b)Provide the resources necessary to complete the Services in a timely
manner;
c)Obtain a business license from the City of Livermore, and keep it in effect
for the term of this Agreement;
d)Obtain and keep in effect all necessary licenses, permits, qualifications,
insurance, and approvals legally and professionally required for Contractor to practice its
profession and to provide the Services;
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23-0409
27th September
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Agreement for Services Page 2
Rev. 09.2021
e)Comply with all laws in effect that are related to Contractor and the Services;
f)Coordinate the Services with Jimme Truesdell, Water Resources
Operations Manager (“Project Manager”), or such other person designated as the Project
Manager by City;
g)Be available to the Project Manager, and other parties referred to Contractor
by the Project Manager, to answer questions or inquiries related to the Services;
h)Only invoice City for the Services rendered. Contractor’s invoice shall be in
writing and describe the Services performed for the payment requested. Contractor shall
not submit an invoice to City more frequently than once a calendar month;
i)Keep and maintain invoices and records related to the Services in an
organized manner. At a minimum, the records must be kept for at least 3 years from the
date of final payment to Contractor and must include time sheets, work progress reports,
and other documentation to adequately explain all the Services invoiced for payment.
Contractor shall make the invoices and records immediately available to City upon
delivery of a written request to examine, audit, or copy them at City’s place of business
during normal business hours. Contractor shall give City 30 calendar-days’ written notice
prior to destroying the invoices and records and allow City an opportunity to take
possession. If City wants them, Contractor and City shall coordinate their delivery to City
in the most efficient manner possible;
j)Prepare and submit a written report to the Project Manager, within 3
business-days of the Project Manager’s written request, that identifies the Services
completed and in progress, the charges incurred to date, and the anticipated cost to
complete the remaining Services;
k)Contractor shall correct, at its own expense, all errors in the Services.
Should Contractor fail to make such correction in a timely manner, City may make the
correction and charge the cost thereof to Contractor;
l)If applicable, Contractor shall ensure that all work for compensation is taken
in compliance with the requirements of the California Labor Code including but not limited
to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation
and prevailing wages. If applicable, Contractor shall comply with all prevailing wage laws,
such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California
Labor Code and any other applicable wage and hour law. If any violation of prevailing
wage law associated with this Agreement is deemed to have occurred by any court or
administrative authority, Contractor shall forfeit to the City, as a penalty, the sum of fifty
dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or
mechanic employed, paid less than the applicable prevailing rates for any work done to
accomplish the purposes of this Agreement; and,
m)Contractor’s services provided pursuant to this Agreement shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as applicable regulations and guidelines issued pursuant to the ADA.
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Agreement for Services Page 3
Rev. 09.2021
5.Compensation and Payment.
a)The total compensation payable by City to Contractor for the Services
SHALL NOT EXCEED the sum of $ 1,111,000 ("not-to-exceed amount"). City shall
compensate Contractor for the Services rendered at the hourly rates or task amounts set
forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this
Agreement, the hourly rates or task amounts are intended to be Contractor ’s only
compensation for the Services and is inclusive of all costs of labor, licensing, permitting,
travel expenses, overhead and administrative costs, and any-and-all other costs,
expenses, and charges incurred by Contractor, its agents, and employees to provide the
Services.
b)City shall pay Contractor no later than 30 days after City receives a written
invoice from Contractor and verifies the Services were performed for the payment
requested.
6.Term. The term of this Agreement commences on October 1, 2023, and
terminates upon the completion of the Services or September 30, 2026, whichever occurs
first.
7.Termination by City. City may terminate any portion or all of the Services by
giving Contractor at least 30 calendar-days written notice. Upon receipt of a termination
notice, Contractor shall immediately stop all work in progress on the Services except
where necessary to preserve the benefit of the work, and assemble the work on the
Services for delivery to City on the termination date. All compensation for Services
performed prior to the termination date shall be payable to Contractor in accordance with
Section 5.
8.Ownership of Documents. All drawings, designs, data, photographs, reports and
other items prepared or obtained by Contractor in the performance of the Services are
City’s property and Contractor shall deliver them to City upon demand.
9.Copyright and Right of Use. All items created by Contractor for City under this
Agreement are works made for hire, and Contractor shall give City the copyright and all
intellectual property rights to all items developed, prepared, and delivered as part of the
Services. Contractor agrees that all aspects of the Services and items created thereby
will be original works of creation and will not use, in whole or in part, any work created by
any other party, except when expressly disclosed by Contractor to City and Contractor
obtains a license to such items for the benefit of City. All licenses must be perpetual,
world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and
enjoyment of its ownership rights in the items created by the Services.
10.Confidentiality. Contractor shall not disclose any confidential or proprietary
information received from City to anyone except Contractor’s employees who require
access to the information to perform the Services. This obligation shall survive
termination and remain in full force and effect until the information, and any copies thereof,
are destroyed or returned to City.
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Agreement for Services Page 4
Rev. 09.2021
11.Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law,
Consultant shall hold harmless, indemnify, and defend with counsel selected by the City
or otherwise acceptable to the City, the City and its elected and appointed officials,
officers, directors, employees, agents and designated volunteers from and against any
and all liability, loss, damage, claims, expenses, and costs (including without limitation,
attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature
arising out of or in connection with Consultant’s performance of the services contemplated
by this Agreement, or in connection with Consultant’s failure to comply with any of its
obligations contained in this Agreement, except for such Liability caused by the sole
active negligence or willful misconduct of City. Consultant’s obligations to hold harmless,
indemnify, and defend shall not be excused because of Consultant’s inability to evaluate
Liability or because Consultant evaluates Liability and determines that Consultant is not
liable to the claimant. These obligations are independent of, and shall not in any way be
limited by, the minimum insurance obligations contained in this Agreement. These
obligations shall survive the completion or termination of this Agreement. Consultant
must respond within 30 days to the tender of any claim for defense and indemnity by the
City.
a)Modification for Construction Contracts. To the extent this Agreement is a
construction contract” covered by California Civil Code section 2782, then
Consultant’s duty to indemnify shall not apply in a manner prohibited by
California Civil Code section 2782.
b)Modification for Design Professional Services. To the extent this
Agreement is for “design professional services” defined in California Civil
Code section 2782.8, then Consultant’s duties to defend and indemnify shall
only apply to the extent provided for in California Civil Code section
2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons
set forth in 2782.8(e).
12.Insurance. Contractor shall procure and maintain insurance during the term of
this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims
that may arise from or in connection with this Agreement and performance of the Services.
Upon reasonable written notice, Contractor shall comply with any changes in the amounts
and terms of insurance as may be required from time-to-time by City’s Risk Manager.
13.Acceptance of Final Payment. Contractor’s acceptance of final payment will
release City from any and all claims and liabilities for compensation under this Agreement.
14.Acceptance of Work. City’s acceptance of, or payment to Contractor for, the
Services does not release Contractor from its responsibility for the accuracy,
completeness, or competency of the Services, nor do the actions constitute an
assumption of Contractor’s responsibility or liability by City for any defect or error in the
Services.
15.Conflict of Interest. Contractor represents that no City employee or official has a
financial interest in Contractor. Contractor shall not offer, encourage, or accept any
financial interest in any part of Contractor's business by or from a City employee or official
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during the term of this Agreement or as a result of being awarded this Agreement. If any
of the Services are paid by reimbursement from an agreement between City and a private
party, Contractor represents that it has not performed any work for that private party
during the 12-month period prior to the execution of this Agreement, and that it shall not
negotiate, offer or accept any contract for services from that party during the term of this
Agreement.
16.Economic Disclosure. Contractor shall comply with City’s local conflict of interest
code and the Political Reform Act, and prepare and file an economic disclosure statement
if the Services involve making, or participation in making, decisions which may have a
material effect on the Contractors’ financial interest. While it is Contractor’s sole
responsibility to evaluate its conflicts of interest, the Contractor nevertheless agrees to
prepare and file an economic disclosure statement if requested by City.
17.Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves
the right to provide, and to retain other Contractors to provide, services that are the same
or similar to the Services described in this Agreement.
18.No Assignment. Contractor shall not assign or subcontract any of the Services
without City’s prior written consent. For the purposes of this section, a change of fifty-
percent or more in the ownership or control of Contractor constitutes an assignment.
19. Remedies. All remedies permitted or available under this Agreement, or at law
or in equity, are cumulative and alternative, and the invocation of a right or remedy will
not be construed to waive or elect a remedy with respect to any other available right or
remedy. As a condition precedent to commencing legal action involving a claim or dispute
against City arising from this Agreement, the Contractor must present a written claim to
City in accordance with Chapter 3.42 of the Livermore Municipal Code.
20.Construction of Language. The terms and conditions in this Agreement have
been arrived at through negotiation and each party had a full and fair opportunity to review
and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not
be resolved against either party as the drafting party. In the event of an inconsistency or
conflict between the language in the body of the Agreement and an attachment hereto,
the language in the body of the Agreement controls.
21.Entire Agreement; Modification. This Agreement supersedes all other
agreements, whether oral or written, between the parties with respect to the Services.
Any modification to this Agreement must be in writing and signed by both parties. In the
event the original of this Agreement is lost or destroyed, an archival copy maintained by
City can be used in place of the original for all purposes with the same effect as if it was
the original.
22.Notice. Notices under this Agreement must be delivered to the addresses below
by deposit in the United States mail or by overnight delivery service, with postage prepaid
and delivery confirmation:
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TO CITY: Attention: Water Resources Operations Manager
City of Livermore
101 W. Jack London Blvd.
Livermore, California 94551
TO CONTRACTOR: Attention: Boyd Stanley
Polydyne Inc.
One Chemical Plant Road
Riceboro, GA 31323
23.Waiver. Failure to insist upon the strict performance of any term or conditions in
this Agreement, no matter how long the failure continues, is not a waiver of the term or
condition and does not bar the right to subsequently demand strict performance. To be
effective, a waiver must be in writing and signed by the non-breaching party.
24.Severability. If a court of competent jurisdiction determines a provision in this
Agreement is invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force and effect without being impaired in any way.
25. Survival. The terms, conditions, and obligations in Sections 8, 9, 10, and 11 shall
survive the completion or termination of this Agreement.
26.Electronic Signatures. By signing this document, you are agreeing that you have
reviewed this disclosure information and consent to transact business using electronic
communications, to receive notices and disclosures electronically, and to utilize electronic
signatures in lieu of using paper documents. You are not required to receive notices and
disclosures or sign documents electronically. If you prefer not to do so, you may request
to receive paper copies and withdraw your consent at any time.
27.Counterparts. This Agreement may be executed and delivered in one or more
counterparts, each of which will be deemed to be an original copy of this Agreement, and
all of which, when taken together, will be deemed to constitute one and the same
agreement. The facsimile, email, or other electronically delivered signatures of the Parties
shall be deemed to constitute original signatures, and facsimile or electronic copies hereof
shall be deemed to constitute duplicate originals and shall be valid and effective for all
purposes.
Signatures and Attachment List on the Next Page
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Rev. 09.2021
In concurrence and witness whereof, and in recognition of the mutual consideration
provided therefore, the parties have executed this Agreement, effective on the date first
written above.
Dated:
Dated:
CONTRACTOR:
By: Boyd Stanley
Title: Vice President
CITY OF LIVERMORE:
Marianna Marysheva
City Manager
APPROVED AS TO FORM:
Assistant/City Attorney
APPROVED AS TO INSURANCE:
Risk Manager/Analyst
Attachments:
Exhibit A – Scope of Work
Exhibit B – Insurance Requirements
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EXHIBIT A
SCOPE OF WORK
SCOPE
CONTRACTOR shall provide all necessary labor. Equipment, vehicles, supplies, and materials to
provide the following service:
1.Supply and deliver CLARIFLOC WE-1196 or CLARIFLOC WE-2614 dewatering polymer to
the Livermore Water Reclamation Plant (WRP) located at 101 Jack London Boulevard in
Livermore, California.
TERMS AND CONDITIONS
1.CONTRACTOR shall deliver polymer to the WRP within 14 days of order.
2.CONTRACTOR shall provide email confirmation to CITY whenever an order has been
received.
3.CONTRACTOR or representative must notify CITY staff upon reaching the WRP so that
the CITY staff may verify the product being delivered.
4.CONTRACTOR or representative shall connect the delivery truck to the WRP tank and
safely discharge polymer into the WRP tank.
5.CONTRACTOR or representative shall clean any spillage of polymer generated during the
filling process.
6.CONTRACTOR or representative shall provide a weight tag to CITY for each delivery.
COMPENSATION
1.City shall compensate CONTRACTOR at the rate of $1.72 per wet pound.
2.Each year on July 1, beginning in 2024, unit prices will be adjusted by the percentage
listed in the Consumer Price Index for All Urban Consumers for the San Francisco-
Oakland-Hayward region (CPI-U) using the 12-month change in April. This adjustment
will be documented each year through a signed letter from the City to the Contractor.
3.In no event shall a price increase result in more than a 10% increase from the prior
annual not-to-exceed price and/or the prior annual unit price.
4.In the event that CONTRACTOR offers polymer to another governmental entity within a
100 mile radius of CITY as a lower price than set forth in this Agreement, CONTRACTOR
shall notify the CITY within 30 days of the lower price and provide polymer to the CITY at
the same lower price.
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EXHIBIT B
INSURANCE REQUIREMENTS
Minimum Scope and Limits of Insurance
Consultant/Contractor shall maintain limits no less than:
1.Commercial General Liability, including operations, products, and
completed operations, as applicable:
5,000,000 per occurrence/$10,000,000 aggregate for bodily injury,
personal injury, and property damage. If Commercial General Liability or
other form of insurance 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.
2.Automobile Liability:
2,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation and Employer's Liability:
Statutory limits as required by the State of California including $2,000,000
Employers’ Liability per accident, per employee for bodily injury or
disease. A waiver of subrogation is required for Workers’ Compensation
insurance. If Consultant/Contractor is a sole proprietor, then they must
sign “Contractor Release of Liability”.
4. Professional Liability/Errors and Omissions:
1,000,000 per occurrence.
5.Pollution Liability:
2,000,000 per occurrence.
Deductibles and Self-Insured Retention
All self-insured retentions (SIR) must be disclosed to Risk Management for approval
and shall not reduce the limits of liability. Policies containing any self-insured retention
SIR) provision shall provide, or be endorsed to provide, that the SIR may be satisfied
by either the named insured or the City of Livermore. The City of Livermore reserves the
right to obtain a full certified copy of any insurance policy and endorsements. Failure to
exercise this right shall not constitute a waiver of right to exercise later.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:
VII and accepted to do business in the State of California, unless otherwise acceptable
to the City of Livermore.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to
contain, the following provisions:
1.The City of Livermore, its officers, officials, employees, and designated
volunteers are to be covered as additional insureds as respects: liability
arising out of activities performed by or on behalf of the
Consultant/Contractor; or automobiles owned, leased, hired or borrowed
by the Consultant/Contractor. The coverage shall contain no special
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limitations on the scope of protection afforded to the City of Livermore, its
officers, officials, employees, or volunteers.
2.The limits of insurance required in this agreement may be satisfied by a
combination of primary and umbrella or excess insurance. The additional
insured coverage under the Consultant’s/Contractor’s policy shall be
primary and non-contributory and will not seek contribution from the City’s
insurance or self-insurance and shall be at least as broad as ISO Form
CG 20 10 04 13. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of the City of Livermore
before the City’s own insurance or self-insurance shall be called upon to
protect it as a named insured.
3.Any failure to comply with reporting or other provisions of the policy,
including breaches of warranties, shall not affect coverage provided to the
City of Livermore, its officers, officials, employees, or volunteers.
4.The Consultant’s/Contractor's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
5.Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled by either party before expiration of the
policy unless notice is delivered in accordance with policy provisions.
6.It shall be a requirement under this agreement that any available
insurance proceeds broader than, or in excess of, the specified minimum
insurance coverage requirements and/or limits shall be available to the
additional insured. Furthermore, the requirements for coverage and limits
shall be (1) the minimum coverage and limits specified in this agreement;
or (2) the broader coverage and maximum limits of coverage of any
insurance policy or proceeds available to the named Insured; whichever is
greater.
7.Certificate Holder section of the insurance certificate should read: City of
Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550
Verification of Coverage
Consultant/Contractor shall furnish certificates of insurance and endorsement(s)
effecting coverage to the City of Livermore for approval. The endorsements shall be on
forms acceptable to the City of Livermore. All certificates and endorsements are to be
received and approved by the City of Livermore before work commences. The City of
Livermore reserves the right to require complete and certified copies of all insurance
policies required by this Agreement.
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EXHIBIT C
CITY’S INSURANCE AND INDEMNITY
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Exhibit C
Insurance and Indemnity
INDEMNIFICATION
To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and
defend CITY and each of its officers, officials, employees, agents and volunteers from
any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at any
time and property damage) incurred by CITY, VENDOR or any other person, and from
any and all claims, demands and actions in law or equity (including reasonable
attorney's fees, litigation expenses and cost to enforce this agreement), arising or
alleged to have arisen directly or indirectly out of performance of this Contract.
VENDOR'S obligations under the preceding sentence shall apply regardless of whether
CITY or any of its officers, officials, employees, agents or volunteers are passively
negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused by the active or sole negligence, or the willful misconduct, of CITY or
any of its officers, officials, employees, agents or volunteers.
If VENDOR should subcontract all or any portion of the work to be performed
under this Contract, VENDOR shall require each subcontractor to indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full
force and effect all insurance as required herein with an insurance company(ies) either
(i) admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY'S Risk Manager or his/her designee at any time
and in his/her sole discretion. The required policies of insurance as stated herein shall
maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to CITY, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified
therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, VENDOR or any
of its subcontractors fail to maintain any required insurance in full force and effect, all
services and work under this Agreement shall be discontinued immediately, and all
payments due or that become due to VENDOR shall be withheld until notice is received
by CITY that the required insurance has been restored to full force and effect and that
the premiums therefore have been paid for a period satisfactory to CITY. Any failure to
maintain the required insurance shall be sufficient cause for CITY to terminate this
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Agreement. No action taken by CITY pursuant to this section shall in any way relieve
VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any
required insurance” shall include, without limitation, notification received by CITY that an
insurer has commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by VENDOR shall not be deemed to
release or diminish the liability of VENDOR, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify CITY 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 VENDOR. Approval or purchase of any insurance contracts or policies shall in no
way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees,
contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly
by any of them.
1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the
City of Fresno with verification of, manufacturer's products liability insurance policy in
excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s)
equipment. Certificates shall be issued by an insurance company meeting the
requirements to conduct business in the state of California. City of Fresno is required to
be an additional insured with primary and non- contributory coverage in favor of the City
on this General Liability Policy.
If the scope of work includes delivery, the requirements below apply in addition to
the above requirements.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for “bodily injury,” “property damage” and
“personal and advertising injury” with coverage for premises and operations (including
the use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under “Minimum Limits of
Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1- Any Auto).
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3. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
MINIMUM LIMITS OF INSURANCE
VENDOR shall procure and maintain for the duration of the contract, and for 5 years
thereafter, insurance with limits of liability not less than those set forth below. However,
insurance limits available to CITY, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified
herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under
the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of California with
statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet
the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
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contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
VENDOR shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and VENDOR shall also be responsible for
payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except
after thirty (30) calendar days written notice has been given to CITY, except ten (10)
days for nonpayment of premium. VENDOR is also responsible for providing written
notice to the CITY under the same terms and conditions. Upon issuance by the insurer,
broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in
limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements
for such policy(ies). In the event any policy is due to expire during the work to be
performed for CITY, VENDOR shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar
days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as an
additional insured all ongoing and completed operations. Additional Insured
endorsements under the General Liability policy must be as broad as that contained in
ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be
endorsed to contain, that VENDOR’S insurance shall be primary to and require no
contribution from the City. Primary and Non Contributory language under the General
Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These
coverages shall contain no special limitations on the scope of protection afforded to City,
its officers, officials, employees, agents and volunteers.
(v) Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
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(vi) All insurance policies required herein shall contain, or be endorsed to contain, a
waiver of subrogation as to CITY, its officers, officials, agents, employees and
volunteers.
PROVIDING OF DOCUMENTS
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required herein. All certificates and applicable endorsements are to be
received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement. All
subcontractors working under the direction of VENDOR shall also be required to provide
all documents noted herein.
SUBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this
Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or
designee, subcontractor(s) to enter into a separate Side Agreement with the City to
provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is
required, VENDOR will be solely responsible for ensuring that it’s subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
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