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City of Saratoga Page 1 of 19 Standard Consultant Contract CITY OF SARATOGA INDEPENDENT CONSULTANT AGREEMENT THIS AGREEMENT is made at Saratoga, California by and between the CITY OF
SARATOGA, a municipal corporation ("City"), and Public Financial Management Inc. (PFM), ("Consultant"), who agree as follows: RECITALS WHEREAS, City requires the services of a qualified
Consultant to provide the work product described in Exhibit A of this Agreement; and WHEREAS, City lacks the qualified personnel to provide the specified work product; and WHEREAS, Consultant
is duly qualified to provide the required work product; and WHEREAS, Consultant is agreeable to providing such work product on the terms and conditions hereinafter set forth. NOW THEREFORE,
the parties hereto agree as follows: 1. RESULTS TO BE ACHIEVED Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the work product described
in Exhibit A ("Scope of Work"). Consultant is not authorized to undertake any efforts or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed
Purchase Order from the Finance Department of the City of Saratoga. 2. TERM The term of this Agreement commences on January 6, 2011 and extends through December 31, 2011 or the completion
of the project, whichever occurs first, unless it is extended by written mutual agreement between the parties, provided that the parties retain the right to terminate this Agreement
as provided in Exhibit D at all times. 3. PAYMENT City shall pay Consultant for work product produced pursuant to this Agreement at the time and in the manner set forth in Exhibit B
("Payment"). The payments specified in Exhibit B shall be the only payments to be made to Consultant in connection with Consultant’s completion of the Scope of Work pursuant to this
Agreement. Consultant shall submit all billings to City in the manner specified in Exhibit B; or, if no
City of Saratoga Page 2 of 19 Standard Consultant Contract manner is specified in Exhibit B, then according to the usual and customary procedures and practices which Consultant uses
for billing clients similar to City. 4. FACILITIES AND EQUIPMENT Except as set forth in Exhibit C ("Facilities and Equipment"), Consultant shall, at its sole cost and expense, furnish
all facilities and equipment, which may be required for completing the Scope of Work pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed
in Exhibit C according to the terms and conditions set forth in Exhibit C. 5. GENERAL PROVISIONS City and Consultant agree to and shall abide by the general provisions set forth in Exhibit
D ("General Provisions"). In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control
insofar as it is inconsistent with the General Provisions. 6. EXHIBITS All exhibits referred to in this Agreement are attached hereto and are by this reference incorporated herein and
made a part of this Agreement. 7. CONTRACT ADMINISTRATION This Agreement shall be administered on behalf of City by Mary Furey, the City’s Finance and Administrative Services Director
("Administrator"). The Administrator has complete authority to receive information, interpret and define City's policies consistent with this Agreement, and communicate with Consultant
concerning this Agreement. All correspondence and other communications shall be directed to or through the Administrator or his or her designee. 8. NOTICES All notices or communication
concerning a party's compliance with the terms of this Agreement shall be in writing and may be given either personally, by certified mail, return receipt requested, or by overnight
express carrier. The notice shall be deemed to have been given and received on the date delivered in person or the date upon which the postal authority or overnight express carrier indicates
that the mailing was delivered to the address of the receiving Party. The Parties shall make good faith efforts to provide advance courtesy notice of any notices or communications hereunder
via telefacsimile. However, under no circumstances shall such courtesy notice satisfy the notice requirements set forth above; nor shall lack of such courtesy notice affect the validity
of service pursuant to the notice requirement set forth above. Any Party hereto, by giving ten (10) days written notice to the other, may designate any other address as substitution
of the address to which the notice or communication shall be given. Notices or communications shall be given to
City of Saratoga Page 3 of 19 Standard Consultant Contract the Parties at the addresses set forth below until specified otherwise in writing: Notices to Consultant shall be sent to:
Attn: Sarah Hollenbeck The PFM Group 50 California Street Suite 2300 San Francisco, CA 94111 Notices to City shall be sent to: Mary Furey, Finance & Administrative Services Director
City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 With a copy (which copy shall not constitute notice) to: City Clerk City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070
9. ENTIRE AGREEMENT This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to Consultant's completion of the Scope of Work
on behalf of City and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not
embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No amendment, alteration, or variation of the terms of this
Agreement shall be valid unless made in writing and signed by the parties hereto. -The remainder of this page is intentionally blank-
City of Saratoga Page 4 of 19 Standard Consultant Contract IN WITNESS WHEREOF, the parties hereto have executed this Agreement. City of Saratoga Contractor By: _________________________
Dave Anderson, City Manager Date: ________________________ By: _________________________ [Insert Name], [Insert title] Date: ________________________ Attest: __________________________
Ann Sullivan, City Clerk Date: ________________________ Approved as to Form: __________________________ Richard Taylor, City Attorney Date: ________________________ Attachments Exhibit
A --Scope of Work Exhibit B --Contract Payment and Reporting Schedule Exhibit C --Facilities and Equipment Exhibit D --General Provisions Exhibit E --Insurance Requirements
City of Saratoga Page 5 of 19 Standard Consultant Contract EXHIBIT A SCOPE OF WORK On request of the Finance & Administrative Services Director or her designee, Consultant will perform
the following Financial Advisor services on behalf of the City in the interest of refunding the City of Saratoga’s 2001 General Obligation Bond, but not be limited to the following particulars:
1. PFM will make available for consultation and conference with the City, at times and places mutually agreed upon, such personnel of PFM as are qualified to advise on all matters relating
to the Bonds and any other financial advisory services within the scope of its Agreement with the City. 2. At the City’s request, PFM will attend working group meetings of those involved
in the Bonds and such other meetings at the request of the City. PFM will also attend meetings of the City Council, as well as meetings with rating agencies, bond insurers, and investors,
and such other meetings as the City may determine necessary or appropriate. 3. PFM will advise the City regarding the structure of the Bonds, the terms of the Bonds, timing of the sale
of the Bonds, the par amount to be offered, the maturity schedule of the Bonds, call features if deemed appropriate, maintenance of reserves or funded interest and similar technical
matters, and any other matters which may assist the City in obtaining the lowest practical interest costs and the widest competition for the purchase of the Bonds. 4. PFM will monitor
and will provide regular updates to the City with respect to the state of the municipal market, including the current interest rate environment and trends, the supply of municipal bonds,
and the pricing performance of financings comparable to the Bonds. PFM will review all documents distributed to them by the City for completeness and compliance with customary bond practices.
Furthermore, PFM will cooperate with Bond Counsel and Disclosure Counsel to the City in determining any financial specifications as may be required in the legal documents relating to
the issuance and sale of the Bonds. 5. At times reasonably in advance of the proposed sale of the Bonds, PFM will advise the City concerning advertising, information to prospective bidders
and buyers, the provision of information to financial journals, municipal bond insurers and investment rating services, and similar measures designed to stimulate and broaden interest
in the Bonds. After and in accordance with such consultation, PFM will contact underwriters, institutional investors, financial publications, municipal
City of Saratoga Page 6 of 19 Standard Consultant Contract bond insurers and rating services to the extent that such contacts are deemed beneficial to the interest of the City. 6. At
the City’s request, PFM will procure on the City’s behalf such other professional services as may be required (such as trustee, financial printer, etc.) in connection with the issuance
of the Bonds. 7. PFM will arrange for the distribution of the Preliminary Official Statements to a comprehensive list of prospective securities underwriters, banks and financial institutions.
In this connection, a supply of Preliminary and Final Official Statements will also be placed in the principal offices of PFM for the purpose of prompt distribution of all requests.
8. PFM will prepare materials and information pertaining to the Bonds for rating agency and/or bond insurer review and will assist in the development of any investor presentation. 9.
PFM shall recommend to the City the bidding platform to be used in receiving bids for the Bonds, evaluate underwriting bids received by the City, confirm the bids, resize the Bonds as
necessary to reflect the actual interest rates provided by the winning bidder, and confirm terms with the winning bidder. 10.PFM will review all closing documents, including documents
relating to the flow of funds at closing and federal tax requirements, for accuracy and completeness. 11.Following the sale, issuance and delivery of the Bonds, PFM will provide routine
consultation to the City as reasonably requested on matters related to the Bonds.
City of Saratoga Page 7 of 19 Standard Consultant Contract EXHIBIT B PAYMENT The total compensation (including services and expense costs) pursuant to Exhibit A – Scope of Work of this
Agreement shall be Thirty Thousand Dollars ($30,000) for services and shall not exceed Fifteen Hundred Dollars ($1,500) for expenses. Payment for Financial Advisor services and expenses
is contingent upon the successful issuance of the bonds. The bonds shall be structured to include a Cost Issuance Fund in the bond for payment of the $30,000 fee and any expenses when
the bond is issued
City of Saratoga Page 8 of 19 Standard Consultant Contract EXHIBIT C FACILITIES AND EQUIPMENT City shall furnish physical facilities such as desks, filing cabinets, and conference space,
as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and
time of furnishing said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility which may involve incurring any direct
expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Consultant shall
not use such services, premises, facilities, supplies or equipment for any purpose other than in the performance of Consultant's obligations under this Agreement.
City of Saratoga Page 9 of 19 Standard Consultant Contract EXHIBIT D GENERAL PROVISIONS 1. INDEPENDENT CONSULTANT At all times during the term of this Agreement, Consultant shall be
an independent Consultant and shall not be an employee of City. Consultant shall complete the Scope of Work hereunder in accordance with currently approved methods and practices in Consultant's
field. City shall have the right to control Consultant only with respect to specifying the results to be obtained from Consultant pursuant to this Agreement. City shall not have the
right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Likewise, no relationship of employer and employee is created by this Agreement
between the City and Consultant or any sub-Consultant or employee of Consultant. Nothing contained in this Agreement shall be construed as limiting the right of Consultant to engage
in Consultant profession separate and apart from this Agreement so long as such activities do not interfere or conflict with the performance by Consultant of the obligations set forth
in this Agreement. Interference or conflict will be determined at the sole discretion of the City. 2. STANDARD OF PERFORMANCE Consultant shall complete the Scope of Work required pursuant
to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which
Consultant practices its profession. All work product of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class
and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant’s profession. 3. TIME Consultant shall devote such time to the Scope
of Work pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 4. CONSULTANT NO AGENT Except as
City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,
express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
City of Saratoga Page 10 of 19 Standard Consultant Contract 5. BENEFITS AND TAXES Consultant shall not have any claim under this Agreement or otherwise against City for seniority, vacation
time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation
or employee benefits of any kind. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, including, but not limited to, federal and state income taxes,
and in connection therewith Consultant shall indemnify and hold City harmless from any and all liability that City may incur because of Consultant’s failure to pay such taxes. City shall
have no obligation whatsoever to pay or withhold any taxes on behalf of Consultant. 6. ASSIGNMENT PROHIBITED No party to this Agreement may assign any right or obligation pursuant to
this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. However, with the consent of the City given
in writing, Consultant is entitled to subcontract such portions of the work to be performed under this Agreement as may be specified by City. 7. PERSONNEL a. Qualifications. Consultant
shall assign only competent personnel to complete the Scope of Work pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,
desires the removal of any such persons, Consultant shall, immediately upon receiving notice from city of such desire of City, cause the removal of such person or persons. b. Employment
Eligibility. Consultant shall ensure that all employees of Consultant and any sub-Consultant retained by Consultant in connection with this Agreement have provided the necessary documentation
to establish identity and employment eligibility as required by the Immigration Reform and Control Act of 1986. Failure to provide the necessary documentation will result in the termination
of the Agreement as required by the Immigration Reform and Control Act of 1986. 8. CONFLICT OF INTEREST a. In General. Consultant represents and warrants that, to the best of the Consultant’s
knowledge and belief, there are no relevant facts or circumstances which could give rise to a conflict of interest on the part of Consultant, or that the Consultant has already disclosed
all such relevant information.
City of Saratoga Page 11 of 19 Standard Consultant Contract b. Subsequent Conflict of Interest. Consultant agrees that if an actual or potential conflict of interest on the part of Consultant
is discovered after award, the Consultant will make a full disclosure in writing to the City. This disclosure shall include a description of actions, which the Consultant has taken or
proposes to take, after consultation with the City to avoid, mitigate, or neutralize the actual or potential conflict. Within 45 days, the Consultant shall have taken all necessary steps
to avoid, mitigate, or neutralize the conflict of interest to the satisfaction of the City. c. Interests of City Officers and Staff. No officer, member or employee of City and no member
of the City Council shall have any pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. Neither Consultant nor any member of any Consultant’s family shall
serve on any City board or committee or hold any such position which either by rule, practice or action nominates, recommends, or supervises Consultant's operations or authorizes funding
to Consultant. 9. COMPLIANCE WITH LAWS a. In General. Consultant shall take reasonable care to observe and comply with all laws, policies, general rules and regulations established by
City and shall comply with the common law and all laws, ordinances, codes and regulations of governmental agencies, (including federal, state, municipal and local governing bodies) applicable
to the performance of the Scope of Work hereunder, including, but not limited to, all provisions of the Occupational Safety and Health Act of 1979 as amended. b. Licenses and Permits.
Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice
its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals which are legally required for Consultant to practice its profession. In addition to the foregoing, Consultant shall obtain and maintain during the term hereof
a valid City of Saratoga Business License. c. Funding Agency Requirements. To the extent that this Agreement may be funded by fiscal assistance from another entity, Consultant shall
comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. d. Drug-free Workplace. Consultant and Consultant’s employees
City of Saratoga Page 12 of 19 Standard Consultant Contract and sub-Consultants shall comply with the City's policy of maintaining a drug-free workplace. Neither Consultant nor Consultant’s
employees and sub-Consultants shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code Section 812, including marijuana, heroin,
cocaine, and amphetamines, at any facility, premises or worksite used in any manner in connection with performing services pursuant to this Agreement. If Consultant or any employee or
sub-Consultant of Consultant is convicted or pleads nolo contendere to a criminal drug statute violation occurring at such a facility, premises, or worksite, the Consultant, within five
days thereafter, shall notify the City. e. Discrimination Prohibited. Consultant assures and agrees that Consultant will comply with Title VII of the Civil Rights Act of 1964 and other
laws prohibiting discrimination and that no person shall, on the grounds of race, creed, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era
veteran's status, political affiliation, or any other non-merit factors be excluded from participating in, be denied the benefits of, or be otherwise subjected to discrimination under
this Agreement. 10. DOCUMENTS AND RECORDS a. Property of City. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials
prepared by Consultant pursuant to this Agreement shall become the property of City upon completion of the work to be performed hereunder or upon termination of this Agreement. b. Retention
of Records. Until the expiration of five years after the furnishing of any services pursuant to this Agreement, Consultant shall retain and make available to the City or any party designated
by the City, upon written request by City, this Agreement, and such books, documents and records of Consultant (and any books, documents, and records of any sub-Consultant(s)) that are
necessary or convenient for audit purposes to certify the nature and extent of the reasonable cost of services to City. c. Use Of Recycled Products. Consultant shall prepare and submit
all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 11. CONFIDENTIAL INFORMATION Consultant
shall hold any confidential information received from City in the course of performing this
City of Saratoga Page 13 of 19 Standard Consultant Contract Agreement in trust and confidence and will not reveal such confidential information to any person or entity, either during
the term of the Agreement or at any time thereafter unless otherwise required by law. Upon expiration of this Agreement, or termination as provided herein, Consultant shall return materials
which contain any confidential information to City. Consultant may keep one copy for its confidential file. For purposes of this paragraph, confidential information is defined as all
information disclosed to Consultant which relates to City's past, present, and future activities, as well as activities under this Agreement, which information is not otherwise of public
record under California law. 12. RESPONSIBILITY OF CONSULTANT Consultant shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting
to Consultant, to any sub-Consultant, to the City, to City officers and employees, or to parties designated by the City, on account of the performance or character of the work, unforeseen
difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the Consultant or of any sub-Consultant. 13. INDEMNIFICATION Consultant and City agree
that City, its employees, agents and officials shall, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys
fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity
provision are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to the City. Consultant acknowledges that City would not
enter into this agreement in the absence of the commitment of Consultant to indemnify and protect City as set forth below. a. Indemnity. To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold harmless City, its employees, agents and officials, from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs (including, without limitation, costs and fees of litigation)of any kind whatsoever without restriction or limitation, incurred in relation
to, as a consequence of or arising out of or in any way attributable actually, allegedly or impliedly, in whole or in part, to the performance of this Agreement. All obligations under
this provision are to be paid by Consultant as they are incurred by the City. b. Limitation on Indemnity. Without affecting the rights of City under any provision of this agreement or
this section, Consultant shall not be required to defend, indemnify and hold harmless City as set forth above for liability attributable to the sole fault of City, provided such sole
fault is determined by agreement between the parties or the
City of Saratoga Page 14 of 19 Standard Consultant Contract findings of a court of competent jurisdiction. This exception will apply only in instances where the City is shown to have
been solely at fault and not in instances where Consultant is solely or partially at fault or in instances where City's fault accounts for only a percentage of the liability involved.
In those instances, the obligation of Consultant will be all-inclusive and City will be indemnified for all liability incurred, even though a percentage of the liability is attributable
to conduct of the City. c. Acknowledgement. Consultant acknowledges that its obligation pursuant to this section extends to liability attributable to City, if that liability is less
than the sole fault of City. Consultant has no obligation under this agreement for liability proven in a court of competent jurisdiction or by written agreement between the parties to
be the sole fault of City. d. Scope of Consultant Obligation. The obligations of Consultant under this or any other provision of this Agreement will not be limited by the provisions
of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its employees and officials. e. Subconsultants.
Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant, subtier consultant or any
other person or entity involved by, for, with or on behalf of Consultant in the performance or subject matter of this Agreement. In the event Consultant fails to obtain such indemnity
obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. f. In General. Failure of City to monitor compliance with
these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein
is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this agreement or this section. For purposes of Section 2782 of the Civil Code the
parties hereto recognize and agree that this Agreement is not a construction contract. By execution of this Agreement, Consultant acknowledges and agrees that it has read and understands
the provisions hereof and that this paragraph is a material element of consideration. City approval of the insurance contracts required by this Agreement does not relieve the Consultant
or subconsultants from liability under this paragraph. 14. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance as set forth in Exhibit
E. The cost of such insurance shall be included in the Consultant’s bid.
City of Saratoga Page 15 of 19 Standard Consultant Contract 15. DEFAULT AND REMEDIES a. Events of default. Each of the following shall constitute an event of default hereunder: 1. Failure
to perform any obligation under this Agreement and failure to cure such breach immediately upon receiving notice of such breach, if the breach is such that the City determines the health,
welfare, or safety of the public is immediately endangered; or 2. Failure to perform any obligation under this Agreement and failure to cure
such breach within fifteen (15) days of receiving notice of such breach, if the breach is such that the City determines that the health, welfare, or safety of the public is not immediately
endangered, provided that if the nature of the breach is such that the City determines it will reasonably require more than fifteen (15) days to cure, Consultant shall not be in default
if Consultant promptly commences the cure and diligently proceeds to completion of the cure. b. Remedies upon default. Upon any Consultant default, City shall have the right to immediately
suspend or terminate the Agreement, seek specific performance or contract with another party to perform this Agreement. c. No Waiver. Failure by City to seek any remedy for any default
hereunder shall not constitute a waiver of any other rights hereunder or any right to seek any remedy for any subsequent default. 16. TERMINATION Either party may terminate this Agreement
with or without cause by providing 10 days notice in writing to the other party. Either party may terminate this Agreement at any time without prior notice in the event that the other
party commits a material breach of the terms of this Agreement. Upon termination, this Agreement shall become of no further force or effect whatsoever and each of the parties hereto
shall be relieved and discharged here-from, subject to payment for acceptable services rendered prior to the expiration of the notice of termination. Notwithstanding the foregoing, the
provisions of this Agreement concerning retention of records, City's rights to material produced, confidential information, consultant's responsibility, indemnification, insurance, dispute
resolution, litigation, and jurisdiction and severability shall survive termination of this Agreement.
City of Saratoga Page 16 of 19 Standard Consultant Contract 17. DISPUTE RESOLUTION The parties shall make a good faith effort to settle any dispute or claim arising under this Agreement.
If the parties fail to resolve such disputes or claims, they shall submit them to non-binding mediation in California at shared expense of the parties for at least 8 hours of mediation.
If mediation does not arrive at a satisfactory result, arbitration, if agreed to by all parties, or litigation, may be pursued. In the event any dispute resolution processes are involved,
each party shall bear its own costs and attorneys fees. 18. LITIGATION If any litigation is commenced between parties to this Agreement concerning any provision hereof or the rights
and duties of any person in relation thereto, each party shall bear its own attorneys' fees and costs. 19. JURISDICTION AND SEVERABILITY This Agreement shall be administered and interpreted
under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in that state and venue shall be in Santa Clara County, California. If any
part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null and void insofar as it conflicts with said laws, but the remainder of this Agreement
shall be in full force and effect. 20. NOTICE OF NON-RENEWAL Consultant understands and agrees that there is no representation, implication, or understanding that the City will request
that work product provided by Consultant under this Agreement be supplemented or continued by Consultant under a new agreement following expiration or termination of this Agreement.
Consultant waives all rights or claims to notice or hearing respecting any failure by City to continue to request or retain all or any portion of the work product from Consultant following
the expiration or termination of this Agreement. 21. PARTIES IN INTEREST This Agreement is entered only for the benefit of the parties executing this Agreement and not for the benefit
of of any other individual, entity or person. 22. WAIVER Neither the acceptance of work or payment for work pursuant to this Agreement shall constitute a waiver of any rights or obligations
arising under this Agreement. The failure by the City to enforce any of Consultant’s obligations or to exercise City's rights shall in no event be deemed a waiver of the right to do
so thereafter.
City of Saratoga Page 17 of 19 Standard Consultant Contract EXHIBIT E INSURANCE Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space
before the requirement apply to Consultant’s Agreement (ignore any not checked). Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request
that they provide Certificates of Insurance complete with copies of all required endorsements to: Administrative Services Officer, City of Saratoga, and 13777 Fruitvale Avenue, Saratoga,
CA 95070. Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit E. The endorsements are to be signed by a person authorized by
that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Consultant’s
insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. X Commercial General/Business
Liability Insurance with coverage as indicated: X $2,000,000 per occurrence/$2,000,000 aggregate limits for bodily injury and property damage ___ $ ____________ per occurrence bodily
injury/$ ___________ per occurrence property damage ___ Coverage for X, C, U hazards MUST be evidenced on the Certificate of Insurance ___ If the standard ISO Form wording for "OTHER
INSURANCE", or other comparable wording, is not contained in Consultant's liability insurance policy, an endorsement must be provided that said insurance will be primary insurance and
any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers shall be in excess of Consultant's insurance and shall not contribute to it. X Auto
Liability Insurance with coverage as indicated: X $2,000,000 combined single limit for bodily injury and property damage ___ $ ____________ per person/$__________ per accident for bodily
injury ___ ___ $ ____________ per occurrence for property damage
City of Saratoga Page 18 of 19 Standard Consultant Contract ___ $ 500,000 combined single limit for bodily injury and property damage ___ Garage keepers extra liability endorsement to
extend coverage to all vehicles in the care, custody and control of the consultant, regardless of where the vehicles are kept or driven. X Professional/Errors and Omissions Liability
with coverage as indicated: X $1,000,000 per loss/$2,000,000 aggregate $5,000,000 per loss/$5,000,000 aggregate Consultant must maintain Professional/Errors & Omissions Liability coverage
for a period of three years after the expiration of this Agreement. Consultant may satisfy this requirement by renewal of existing coverage or purchase of either prior acts or tail coverage
applicable to said three-year period. X Workers' Compensation Insurance X Including minimum $1,000,000 Employer's Liability The Employer's Liability policy shall be endorsed to waive
any right of subrogation as respects the City, its employees or agents. The Consultant makes the following certification, required by section 1861 of the California Labor Code: I am
aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance
with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract X Additional Insured Endorsement(s) for Commercial
General/Business Liability coverage naming the City of Saratoga, its officers, employees and agents as additional insured. (NOTE: additional insured language on the Certificate of Insurance
is NOT acceptable without a separate endorsement such as Form CG 20 10) X The Certificate of Insurance MUST provide 30 days notice of cancellation, (10 days notice for non-payment of
premium). NOTE: the following words must be crossed out or deleted from the standard cancellation clause: ". . . endeavor to . . ." AND ". . . but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representatives."
City of Saratoga Page 19 of 19 Standard Consultant Contract All sub-Consultants used must comply with the above requirements except as noted below: As to all of the checked insurance
requirements above, the following shall apply: a. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or (2)
the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b. City as Additional Insured. The City, its
officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and
completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain
no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. c. Other Insurance Provisions. The policies are to contain,
or be endorsed to contain, the following provisions: 1. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers,
officials, employees or volunteers. 2. The Consultant’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. 3. Coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice
by certified mail, return receipt requested, has been given to the City. d. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:
VII