HomeMy WebLinkAbout10 - Award of PA for Junior Lifeguard Program Uniforms and ApparelQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
May 28, 2024
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Jeff Boyles, Fire Chief - 949-644-3101, jboyies@nbfd.net
PREPARED BY: Brian O'Rourke, Assistant Chief, Lifeguard Operations - 949-644-
3047, borourke@nbfd.net
Cynthia Haritatos, Recreation Coordinator - 949-644-3170,
charitatos@nbfd.net
TITLE: Award and Approval of Purchase Agreement with Florence Marine X,
LLC for Junior Lifeguard Program Uniforms and Apparel
ABSTRACT:
The Newport Beach Junior Lifeguard Program provides youth ages 9 to 15 with
ocean -based safety and skill building, and receives upwards of 1500 participants
annually. Junior Lifeguards are required to wear uniforms in accordance with the
program's standards; these uniforms are included with the program fee. The city has
completed its order for the Summer 2024 season under an existing purchase agreement
that expires in September 2024. A new Request For Proposals (RFP) procurement
process was issued and Florence Marine X, LLC (Florence) was ranked as the highest
rated proposer able to provide a complete set of uniforms and apparel. Staff is requesting
award and approval of a new multi -year agreement with Florence.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Approve a Purchase Agreement with Florence Marine X, LLC for Junior Lifeguard
Uniform Apparel for a not -to -exceed amount of $1,816,000, with a two-year initial term
with three additional, one-year extensions (for an approximate total five-year term),
and authorize the Mayor and City Clerk to execute the agreement.
DISCUSSION:
Program Overview
The Newport Beach Junior Lifeguard Program is a seven week, ocean -based program
for youth ages 9 to 15 that centers on ocean skill building, physical fitness, and
lifeguarding skills. The program is managed by the Lifeguard Operations Division of the
Fire Department and is one of the City's most popular youth -based educational programs.
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Award and Approval of Purchase Agreement with Florence Marine X, LLC for
Junior Lifeguard Program Uniforms and Apparel
May 28, 2024
Page 2
A key component of the program is the issuance of uniforms and apparel to each
participant. Participants are required to wear their uniforms and comply with the
established Junior Lifeguard Uniform Standard. The cost of the uniform apparel is
included in the program's $856 participation fee, which includes a backpack, towel, hat,
sweatshirt, t-shirt, and board shorts, and a swimsuit for female participants. Additional
apparel items are available for participants and their families to purchase at the per -piece
price.
Junior Lifeguards engage in a high level of physical activity, such as running, swimming,
paddling, and body surfing. Uniform items need to be constructed with quality materials
that can endure this high level of activity and withstand the ocean environment throughout
the length of the program. Seams, fit, sizing, and coverage are other important
considerations when selecting suitable program uniforms.
Procurement Process
In advance of the current agreement's September 2024 expiration, Fire Department staff
developed a new Request for Proposals (RFP) solicitation for uniforms and apparel in
conjunction with the Finance Department's Purchasing Division. The RFP was publicly
posted to the City's online bidding platform (PlanetBids). 109 vendors were automatically
notified of the RFP and 44 prospective companies viewed and/or downloaded the RFP
documents. Ten firms submitted proposals prior to the January 24, 2024 deadline.
The RFP advised that bidders were encouraged to bid on all items, but that the City could
consider using multiple contractors to fulfill the City's needs in the event no single
proposer would be able to provide all items.
The City evaluated proposals on the basis of qualifications and experience, the ability to
provide products, apparel quality, apparel costs, and a panel interview.
In the first phase, an evaluation panel consisting of Fire Department staff did a technical
review of each firm's proposal on their experience, qualifications, and the ability to provide
uniform and apparel items. The RFP also called for all proposers to submit product
samples to assess the quality and construction of proposed garments.
In accordance with the RFP, only those proposals earning at least 70% on the Technical
Evaluation portion advanced to the second phase. In the second phase, Finance
Department staff performed an evaluation and comparison of each bidder's proposed
uniform and apparel line item costs and assigned each firm with a cost ratio score.
Six firms advanced to the cost review portion. Of the six, three proposers submitted
proposals for the fulfillment of the complete uniform order and three proposers submitted
proposals for only a partial fulfillment of the uniform order. Staff then interviewed each of
the firms, and their technical scores were updated to reflect the results of their interview
rankings.
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Award and Approval of Purchase Agreement with Florence Marine X, LLC for
Junior Lifeguard Program Uniforms and Apparel
May 28, 2024
Page 3
Following the completion of this Technical Evaluation and Cost Review, Florence Marine
X, LLC was ranked as the highest rated proposer able to provide a complete uniform
complement.
Vendor Name
Score
Rank
Notes
Liberated Brands USA LLC
85.50
1
Only 1 Item
Florence Marine X, LLC
84.74
2
Complete Uniform
05 BNG, LLC
83.91
3
Partial Uniform
The Levy Group, Inc.
83.50
4
Only 2 Items
Manhattan Stitching Company, Inc.
76.89
5
Complete Uniform
Laird Apparel LLC
72.38
6
Complete Uniform
Florence Marine X, LLC is a manufacturer of high -quality surf -related clothing and
merchandise. Although the Florence brand is relatively new to the industry, it was
established in 2020 by world champion surfer John John Florence and the Hurley family
(of the original Hurley International, LLC brand). Florence currently provides uniforms for
the Laguna Beach Junior Lifeguard program, North Shore Lifeguards, and Balboa Bay
Club volleyball club.
Responsible manufacturing and sustainable business practices are a core component of
their product development and production plan. Most of their products utilize a blend of
recycled polyester and recycled organic cotton; they also use Recover TM, a system that
transforms textile waste straight from the factory floor into high -quality recycled fibers.
Florence Marine X, LLC is also a local Newport Beach business, headquartered at
210 62nd Street with a retail location at 6100 West Coast Highway. The firm is capable of
producing customized apparel items that meet the needs of the program, and has an
in-house graphic design team that will work with City staff in creating the annual
Junior Lifeguard graphics.
While the City does not promote any brand and the Florence logo or name is not included
in any of the program materials or marketing effort, uniforms may have a small, visible
Florence logo and the Florence tag sewn inside.
FISCAL IMPACT:
The Junior Lifeguard program takes place over the summer, which crosses two different
fiscal years. Because of this, expenses for the program in a calendar year are charged to
a prepaid account and reclassed to the subsequent fiscal year. Therefore, the expenses
in year one of this agreement, which are for program year 2025, will be expensed to the
Fiscal Year 2025-26 budget. Additional funding of $150,000 will be built into the
Fire Department's FY 2025-26 budget. The budget increase is due to several factors,
including inflation, selected product pricing, and an increase in Junior Lifeguard Program
participation.
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Award and Approval of Purchase Agreement with Florence Marine X, LLC for
Junior Lifeguard Program Uniforms and Apparel
May 28, 2024
Page 4
The outgoing agreement has had no adjustments to pricing despite prevailing inflationary
trends during the term of the agreement; item prices and the department budget have
been reflective of 2019 rates from the vendor.
Due to the rigorous demands of ocean activities (requiring apparel that is durable,
functional, and capable of withstanding the harsh marine environment) an RFP method
was again used for the procurement process in lieu of a low bid method. The proposed
pricing for the incoming agreement provides the apparel needed for the Junior Lifeguard
Program activities at current market rates typically seen from a quality manufacturer.
Staff negotiated with Florence on final pricing and contract terms originally detailed in the
RFP; the new agreement provides for fixed pricing for the initial 2-year term, with a fixed
3.0% rate increase for each renewal year beginning July 1, 2026.
Program enrollment has seen an approximate 12% increase compared to average
program enrollment prior to 2020. This rise in demand reflects the continued growth in
popularity and the community's recognition of the importance of the quality ocean safety
education provided by the program. This also necessitates an increase in the annual
quantity of uniform apparel items ordered.
While this expansion in enrollment necessitates larger uniform orders each year, it has
also yielded additional program revenue. In FY21 through FY24, actual revenues have
exceeded budget estimates.
NJunior Lifeguard Program Revenues
The total contract cost of $1,816,000 assumes an estimated annual order quantity based
on current participation rates and unit pricing (as shown in Exhibit A of Attachment A) but
is not guaranteed to the vendor. The final order submitted each year to Florence will more
closely reflect actual quantities needed for the program year, plus additional units for
purchase by participant families and size exchanges.
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Award and Approval of Purchase Agreement with Florence Marine X, LLC for
Junior Lifeguard Program Uniforms and Apparel
May 28, 2024
Page 5
The contract cost also considers the fixed rate adjustments for each renewal year and all
current California sales tax amounts that could be collected. Comparatively, the outgoing
five-year agreement has a total compensation amount of $1,000,000; tax amounts were
not calculated into the contract total.
FISCAL
YEAR
ANNUAL
ORDER
ESTIMATE
CA SALES
TAX 7.75%
TOTAL
ESTIMATED
COST
2025-26
$325,110.00
$25,196.03
$350,306.03
2026-27
$325,110.00
$25,196.03
$350,306.03
2027-28
$334,863.30
$25,951.91
$360,815.21
3.0% CPI
1st renewal year
2028-29
$344,909.20
$26,730.46
$371,639.66
3.0% CPI
2nd renewal year
2029-30
$355,256.47
$27,532.38
$382,788.85
3.0% CPI
3rd renewal year
$1,685,248.97
$130,606.80
$1,815,855.77
If approved, the Junior Lifeguard Special Department Supplies Account, 01040405-
841015, will be increased from $197,500 to $347,500.00 as part of the annual budget
process for FY 2025-26. Proposed revenues will also be evaluated and adjusted for
FY 2025-26.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this project exempt from the California
Environmental Quality Act (CEQA) pursuant to Section [insert exemption section number
(short description of section)] of the CEQA Guidelines, California Code of Regulations,
Title 14, Chapter 3, because it has no potential to have a significant effect on the
environment.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Purchase Agreement with Florence Marine X, LLC
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ATTACHMENT A
PURCHASE AGREEMENT
WITH FLORENCE MARINE X, LLC FOR
JUNIOR LIFEGUARD UNIFORMS AND APPAREL
THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of this
28th day of May, 2024 ("Effective Date") by and between the CITY OF NEWPORT BEACH,
a California municipal corporation and charter city ("City"), and FLORENCE MARINE X,
LLC, a Delaware limited liability company ("Contractor"), whose principal place of business
is 210 62nd Street, Newport Beach, CA 92663, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to provide Junior Lifeguard Uniforms and Apparel
as detailed in the Scope of Work and Schedule of Billing Rates attached hereto as
Exhibit "A" ("Project").
C. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to retain
Consultant to render professional services under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SCOPE OF WORK
1.1 Contractor shall provide all tangible items and perform all the services
described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by
reference. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and services and
Contractor is experienced in performing the work and services contemplated herein and, in
light of such status and experience, Contractor covenants that it will perform all Services in
a manner commensurate with community professional standards and with the ordinary
degree of skill and care that would be used under reasonably competent practitioners of the
same discipline under similar circumstances and that all materials will be of good quality.
1.2 Contractor shall perform everything required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and all
utility and transportation services necessary for the Project.
1.3 In consideration of the payment of the purchase price and subject to all the
terms and conditions hereof, Contractor shall: provide and deliver to the City, Junior
Lifeguard Uniforms and other apparel as may be ordered by the City (hereinafter referred to
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as "Products"), as listed and set forth in the Scope of Work attached hereto as Exhibit "A"
and incorporated in full by this reference.
2. TIME OF PERFORMANCE/DELIVERY
2.1 Time is of the essence in the performance of services under this Agreement
and Contractor shall complete the Project within the time set forth in Exhibit "A". The failure
by Contractor to meet this schedule shall be grounds for termination of this Agreement by
City.
2.2 Delivery of the Products to City shall be made pursuant to the schedule set
forth in Exhibit 'A," if any, and shall delivered to the Newport Beach Junior Lifeguard
Headquarters located at 901 East Ocean Front, Newport Beach, CA 92661, unless
otherwise specified by the City.
2.3 City reserves the right to refuse any Products, or part thereof, and to cancel
all or part of the Products not conforming to applicable specifications, samples or
descriptions. City shall receive a pro-rata refund for the Products, or part thereof, cancelled
under this Agreement, within thirty (30) calendar days of City's cancellation. Acceptance of
any part of the order for Products shall not bind City to accept future shipments nor deprive
City of the right to return Products already accepted at Contractor's expense. Over shipment
and under shipments of Products shall be only as agreed to in writing by City. Delivery shall
not be deemed to be complete until all Products have actually been received and accepted
in writing by the City.
2.4 The Total Compensation includes shipment and delivery of Products to
designated City location. Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Agreement.
2.5 Force Maieure. The time period(s) specified in Exhibit "A" for performance of
services rendered pursuant to this Agreement shall be extended because of any delays due
to unforeseeable causes beyond the control and without the fault or negligence of
Contractor, including but not restricted to acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes,
freight embargoes, wars, and/or acts of any governmental agency, including the City, if
Contractor shall within ten (10) days of the commencement of such delay notify City in
writing of the cause of the delay. City shall ascertain the facts and extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if
in the judgment of the City such delay is justified. City's determination shall be final and
conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to
recover damages against City for any delay in performance of this Agreement, however
caused, Contractor's sole remedy being extension of the Agreement pursuant to this
Section.
Florence Marine X, LLC Page 2
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Unless earlier terminated in accordance with the provisions of this Agreement, this
Agreement shall continue in full force and effect until completion of the services agreed to
herein or until June 30, 2026, whichever occurs first. Additionally, the term of this Agreement
shall automatically extend for up to three (3) additional one (1) year terms, each
commencing upon the expiration of the immediately preceding term, unless the City, in its
sole and absolute discretion, provides written notice to Contractor, at any time, that the
Agreement shall cease to be renewed. Notwithstanding the foregoing, this term of this
Agreement, including all extensions, shall not exceed August 31, 2029.
4. COMPENSATION
4.1 City shall pay Contractor for the Services in accordance with the provisions of
this Section and Exhibit "A" and incorporated herein by reference. Contractor's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subcontractor fees, for the initial term and any additional renewal
terms, shall not exceed One Million Eight Hundred Sixteen Thousand Dollars and
00/100 ($1,816,000.00), without prior written authorization from City. No billing rate changes
shall be made during the term of this Agreement without the prior written approval of City.
4.2 Contractor shall submit an invoice to the City upon delivery of each preceding
order for Products. Contractor's bills shall include the date the Services were performed,
the description and number of Products delivered, the unit price for each type of Product
delivered, a description of any reimbursable expenditures, if any, and reference to the order
being fulfilled. City shall pay Contractor no later than thirty (30) calendar days after approval
of the invoice by City staff.
4.3 Effective July 1, 2026, and upon each July 1 thereafter, the "unit price" set
forth in the billing rates in Exhibit A shall be adjusted to increase by three percent (3%) of
the unit price in effect immediately preceding such adjustment. Notwithstanding the
adjustment set forth in this paragraph, the total compensation due to Contractor under this
Agreement shall not exceed the amount set forth in Section 4.1.
4.4 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by
City.
4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its
dates of delivery of the Products to enable the City to prepare for acceptance of the Products
in accordance with the instructions of Contractor.
4.6 Extra Work. Contractor shall not receive any compensation for Extra Work
without the prior written authorization of the City. As used herein, "Extra Work" means any
work that is determined by the City to be necessary for the proper completion of the Project,
but which is not included in the Purchase Price as specified in Exhibit "A", and which parties
Florence Marine X, LLC Page 3 10-8
did not reasonably anticipate would be necessary. Compensation for any authorized Extra
Work shall be paid in accordance with the hourly rates set forth in Exhibit "A".
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during the
term of the Agreement. Contractor has designated Pat O'Connell to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
6. ADMINISTRATION
This Agreement will be administered by the Fire Department. City's Assistant Chief,
Lifeguard Operations or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement.
7. TYPE OF MATERIALS/STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit "A" in
performing services under this Agreement. Any deviation from the materials described in
Exhibit "A" shall not be accepted unless approved in advance by the City Project
Administrator.
7.2 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform the
services required by this Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall be performed by
qualified and experienced personnel who are not employed by City, nor have any
contractual relationship with City.
8. RESPONSIBILITY FOR DAMAGES OR INJURY AND INDEMNIFICATION
8.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss or
damage to any of the materials or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's performance of the services
required hereunder; or for damage to property from any cause arising from the performance
of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone
employed by either of them, unless caused by the City's negligent acts, omissions, or willful
misconduct.
8.2 Contractor shall be responsible for any liability imposed by law and for injuries
to or death of any person or damage to property resulting from defects, obstructions or from
any cause to the extent arising from the negligent acts, omissions, or willful misconduct of
the Contractor' or any subcontractor or supplier selected by the Contractor.
Florence Marine X, LLC Page 4 10-9
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, Boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by this
Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liability, costs and expenses (including, without limitation, attorneys' fees,
disbursements and court costs) of every kind and nature whatsoever (individually, a Claim;
collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly)
to any breach of the terms and conditions of this Agreement, and Work performed or
Services provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on the Project
(including the negligent and/or willful acts, errors and/or omissions of Contractor, its
principals, officers. Agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may be liable
or any or all of them); (2) use of improper materials in performing this Project including,
without limitation, defects in workmanship or materials and/or design defects; and/or (3) any
and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall
include reasonable attorneys' fees and all other costs incurred in defending any such claim.
Contractor's liability in this Subsection shall be limited to the maximum amount of its
insurance coverage for claims arising out non -negligent and non -intentional acts performed
under this Agreement. Contractor shall not be held responsible for consequential or special
damages, or claims made to City for such consequential or special damages. Nothing
herein shall require Contractor to indemnify City from the negligence or willful misconduct of
City, its officers or employees.
8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold
City, its agents, officers, representatives, employees and City Council, boards and
commissions harmless from any proceeding brought against City for any intentional or
unintentional violation of the intellectual property rights of any third party with respect to
Products deliverables purchased in this Agreement This indemnification shall include, but
is not limited to, infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Contractor's deliverables provided under this
Agreement.
8.5 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided in Section 8.3 above.
8.6 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
9. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor
its employees, nor any of its subcontractors, are to be considered employees of the City.
Florence Marine X, LLC Page 5 10-10
The manner and means of conducting the work are under the control of Contractor, except
to the extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment shall accrue to Contractor
or its employees.
10. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work to be
performed. City agrees to cooperate with the Contractor on the Project.
11. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit B, and incorporated herein by reference.
12. SUBCONTRACTING
The terms, covenants, and conditions contained herein shall apply to and bind the
heirs, successors, executors, administrators and assigns of the Parties. Furthermore,
neither the performance of this Agreement nor any portion thereof may be assigned or
subcontracted by Contractor without the express written consent of City. Any attempt by
Contractor to assign or subcontract the performance or any portion thereof of this
Agreement without the express written consent of City shall be invalid and shall constitute a
breach of this Agreement.
13. NOTICES
13.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter
provided. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attention: Assistant Chief, Lifeguard Operations
Fire Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
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13.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attention: Jeff Hurley
Florence Marine X, LLC
210 62nd Street
Newport Beach, CA 92663
14. TERMINATION
14.1 Termination With Cause - In the event that either party fails or refuses to
perform any of the provisions of this Agreement at the time and in the manner required, that
party shall be deemed in default in the performance of this Agreement. If such default is not
cured within a period of five (5) calendar days, or if more than five (5) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within five (5) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such default,
the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
14.2 Termination Without Cause. Notwithstanding the above provisions, City shall
have the right, at its sole discretion and without cause, of terminating this Agreement at any
time by giving seven (7) calendar days prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractor for services satisfactorily performed
and costs incurred in the performance of such services up to the effective date of termination
for which Contractor has not previously been paid. In the event of termination under this
Section, City shall also pay Contractor for all Products, associated materials, and hardware
delivered to City site under this Agreement that City deems usable.
15. WARRANTY
15.1 Contractor warrants to City that all Products to be delivered hereunder will be
free from defects in material or workmanship and will be of the kind and quality designated
or specified by Contractor in Exhibit "A". The warranty shall apply only to defects appearing
within two years from the date of final acceptance by City.
15.2 Contractor expressly warrants that: (a) Contractor has the right to sell and
deliver title to the goods; (b) the goods are free of liens or encumbrances; (c) the goods will
be of the kind and quality designated or specified in Exhibit A; and (d) the goods are of
merchantable quality and good for the ordinary purposes for which it is customarily used.
15.3 Contractor agrees to defend and hold City and its Indemnified Parties (as
defined in this Agreement) harmless from liability, loss, damage and expense, including
reasonable attorney's fees, incurred or sustained by City by reason of the failure of the
goods to conform to warranties, faulty work performance, negligent or unlawful acts, and
non-compliance with any applicable state or federal codes, ordinances, orders, or statutes,
Florence Marine X, LLC Page 7 10-12
including the Occupational Safety and Health Act (OSHA) and the California Industrial
Safety Act. Such remedies shall be in addition to any other remedies provided by law.
15.4 Contractor and/or Contractor's subcontractor or manufacturer's additional
warranties and certifications, if any, are set forth in Exhibit A attached hereto.
15.5 Contractor shall promptly pay all indebtedness for labor, materials, services,
and equipment used in performance of the work. Contractor shall not permit any lien or
charge to attach to the goods, but if any does so attach, Contractor shall promptly procure
its release and, in accordance with the provisions of this Agreement, indemnify, defend, and
hold City harmless and be responsible for payment of all costs, damages, penalties and
expenses related to or arising from or related thereto.
16. REPRESENTATIONS
16.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the products sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
16.2 Authority. Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
16.3 No Other Representations. Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
17. CONFIDENTIALITY.
Contractor agrees to maintain the confidentiality of all City and City -related records
and information pursuant to all statutory laws relating to privacy and confidentiality that
currently exist or exist at any time during the term of this Agreement. All such records and
information shall be considered confidential and kept confidential by Contractor and
Contractor's staff, agents, employees and subcontractors.
18. CHANGE OF OWNERSHIP
Contractor agrees that if there is a change or transfer in ownership of Contractor's
business prior to completion of this Agreement, the new owners shall be required under
terms of sale or other transfer to assume Contractor's duties and obligations contained in
this Agreement and complete them to the satisfaction of City.
Florence Marine X, LLC Page 8
10-13
19. TERMS AND CONDITIONS
Contractor acknowledges that it has read and agrees to all terms and conditions
included in this Agreement.
20. SIGNATORIES AUTHORITY
Each person executing this Agreement expressly warrants that he or she is
authorized to do so on behalf of the entity for which he or she is executing this Agreement.
The City and Contractor represent and warrant that this Agreement is executed voluntarily,
with full knowledge of its significance.
21. CITY'S RIGHT TO PURCHASE FROM OTHER VENDORS
City reserves the right to purchase goods from other vendors that are the same or
similar to the goods that are subject of this Agreement. This Agreement does not constitute
an exclusive sales agreement nor does not obligate the City to purchase goods exclusively
from Contractor.
22. FREIGHT (F.O.B. DESTINATION)
The compensation to be paid to Contractor pursuant to this Agreement includes the
cost of shipment and delivery of goods to a location designated by the City. Contractor
assumes full responsibility for all transportation, transportation scheduling, packing,
handling, insurance, risk of loss, and any other services associated with delivery of goods
pursuant to this Agreement.
23. ACCEPTANCE/ PAYMENT
23.1 Acceptance of any goods shall not be deemed complete until all the goods,
including each part thereof, has actually been received, inspected and tested to the
satisfaction of City, after which acceptance shall be deemed complete when given in a
writing confirming that the goods have been delivered in full conformance with this
Agreement or when the corresponding invoice for the goods has been paid without
reservation or protest.
23.2 City may withhold payment to Contractor of any disputed sums until
satisfaction of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement. Vendor shall
not discontinue performance of this Agreement as a result of such withholding. Vendor shall
have an immediate right to appeal to the City Manager or his/her designee with respect to
such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
Florence Marine X, LLC Page 9 10-14
24. STANDARD PROVISIONS
24.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
24.2 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
24.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
24.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
24.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
24.6 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party
by reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
24.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
24.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
24.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this Agreement
shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
24.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
Florence Marine X, LLC Page 10 10-15
24.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
24.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Florence Marine X, LLC Page 11 10-16
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: 5/ 162 Z q Date:
By; �1�1 i�bt By:
A r n C. Harp S r Will O'Neill
Cit Attorney f�jy Mayor
ATTEST: CONTRACTOR: Florence Marine X,
Date: LLC, a Delaware limited liability company
Date:
By: Kandui Holdings, LLC
By: Its: Manager
Leilani I. Brown
City Clerk By: Kandui, LLC
Its: Manager
By:
Jeff Hurley
Manager/Chief Executive Officer
Date:
By:
Chance King
President
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates
Exhibit B — Insurance Requirements
Florence Marine X, LLC Page 12 10-17
EXHIBIT A
SCOPE OF SERVICES AND
SCHEDULE OF BILLING RATES
Florence Marine X, LLC
Page A-1
10-18
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES
JUNIOR LIFEGUARD PROGRAM UNIFORMS & APPAREL
The Junior Lifeguard Program is a 7-week, ocean -based summer program for youth ages 9 to
15. It typically begins in mid -June and ends in early August. It has an average enrollment of
approximately 1,400 participants annually.
Contractor shall provide and deliver to the City, Junior Lifeguard Uniforms and other apparel as
may be ordered by the City to support the program.
Available apparel under this Agreement shall include, but not be limited to:
• Hat (trucker, visor, or bushman/full-brim hat)
• T-Shirt
• Sweatshirt
• Boardshorts
• Swimsuit for female Junior Lifeguards (1-piece)
• Swimsuit for female Junior Lifeguards (2-piece)
• Beach Towel
• Backpack
• Specialty competition hats (up to two styles)
• Specialty competition shirts (up to two styles),
• Rashguards
• Staff shirts/dresses for Junior Lifeguard open house event
The overall goal is to provide high -quality, durable uniform apparel for the Junior Lifeguard
Program participants. Please refer to the "Newport Beach Junior Lifeguard Uniform Items" table
below for a detailed listing of all uniform and apparel items and corresponding specifications and
requirements.
Specific Contractor responsibilities will include, but are not necessarily limited to:
Manufacturing and/or sourcing uniform items set forth in the "Newport Beach Junior
Lifeguard Uniform Items" table below. All garments/gear are to be of a high quality, durable
construction that do not fade with washing/sun exposure. Swimsuits and boardshorts must
sustain daily ocean use while maintaining their shape and structure and fabric must also
be fully opaque in both wet and dry conditions. See table below for additional specification
details. Contractor shall comply with all applicable garment manufacturing safety
standards, chemical and heavy metal restrictions, labeling, testing, and certification
requirements.
Customization of uniforms and apparel, including fit, fabric, and silhouette, may be
required to meet the needs of the City and/or program; Contractor shall have the ability to
provide customizations for suitable program uniforms and apparel. Customized apparel
shall be provided at the unit costs as set forth herein.
10-19
Newport Beach Junior Lifeauard Uniform Items
TYPE
DESCRIPTION
Heavy nylon; zipper closures; at least two large main storage compartments;
outside pouches; padded adjustable straps for safety and comfort; outside
adjustable method to secure fins or bike helmet; heavy duty top handle; large
BACKPACK
enough to carry: fins, lunch, drink, beach towel, sweatshirt, and shoes with a
small secure personal pocket for valuables
Size: Approximately 20"L x 16"W x 8"D
Thick cotton, printed logo beach towel
BEACH TOWEL
Size: Approximately 64" x 38"
HAT Style -Wide
High quality, for sun protection, sturdy brim with material under lining for
Brimmed, Bushman
everyday wear at the beach, ventilation, adjustable nylon cord or elastic fit to
fit child and adult
HAT Style -Baseball or
High quality, sturdy material bill for everyday beach use and adjustable back
Trucker
to fit child and adult
HAT Style -Visor
High quality, adjustable, with sturdy material on bill, low profile top front,
sturdy bill, nylon
80cotton/20poly blend (or City -approved alternative), heavyweight (12 oz. or
more), fleece, hooded, with hand pockets or pouch, unisex
SWEATSHIRT
SCREEN PRINT— 5 to 7 color JG Logo, front and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
100% cotton (or City -approved alternative), medium weight (4.3 ounce), short
sleeve, unisex
T-SHIRT
SCREEN PRINT— 5 to 7 color JG Logo, front and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
Boardshort-style, sturdy stretch fabric, 3-needle heavy stitching throughout,
bar tacking at all stress points, fixed reinforced waistband, durable for
everyday use, side/back pocket and sand grommet, bar-tacked/cotton tie,
wide invisible fly, fabric must be fully opaque in both wet and dry conditions.
BOARDSHORTS
May need up to 5 pairs of special sizes for JGs who do not fit into the below
sizes.
COLOR: Red
Boy's/Men's: 20," 22"-34," 36," 38" and 40" waist
10-20
Girls (Youth): 8/S, 10/M, 12/L, 14/XL
Women's (Juniors): XS, S, M, L, XL
One-piece (500) and two-piece (900) full coverage, durable athletic cut
swimsuit, suitable for ocean conditions. Must be fully opaque in both wet and
dry conditions and have dark interior lining. Shoulder straps must be
adjustable. Backs must be fixed (i.e. no tie or hook fasteners). Two-piece style
SWIMSUITS
shall have a fully functional waistband drawstring.
(ONE-PIECE)
COLOR: Red
Girls (Youth): XS/7, S/8, M/10, L/12, XL/14
Women's (Juniors): S, M, L, XL
SWIMSUITS
See "GIRLS' SWIMSUITS (ONE-PIECE)" above
(TWO-PIECE)
100% cotton (or City -approved alternative), medium weight (4.3 ounce), short
sleeve, unisex
MONSTER MILE T-
SHIRT
SCREEN PRINT- 5 to 7 color Monster Mile design, front and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
100% cotton, medium weight (5.5 to 6 ounce), short sleeve, unisex (or City -
approved equivalent)
T-SHIRT (COMPETITION
DESIGN)
SCREEN PRINT — 5 to 7 color competition design, front and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
HAT Style -Competition
High quality, trendy style, for awards/prizes. Two styles/prints are required
/Special Award
each year (approximately 400 units per style).
5.5 oz. or more, 92% Polyester/8% Elastane long sleeve, pullover top with
mock turtleneck collar and UPF 50+ (or City -approved equivalent)
RASHGUARD
SCREEN PRINT — 1 to 2 color logo
COLOR - may vary, neon yellow (lifeguard), white (Junior Lifeguard)
Sizes: Adult XXS — XXL
INSTRUCTOR
Beachy/tropical button-down shirt and dress options for open house event
SHIRT/DRESS
Sizes: Adult XS —XXL
MISC. CHARGES
Artwork, Screenprint Charge (If Applicable)
MISC. CHARGES
Artwork, Embroidery Charge (If Applicable)
MISC. CHARGES
Shipping Charge (If Applicable)
MISC. CHARGES
Misc. Charges/Fees (If Applicable)
10-21
2. Annual design of uniform artwork. Artwork shall be designed by uniform contractor and
approved by Junior Lifeguard staff each year. All items will have City -approved color
scheme with JG Logo. The uniform artwork and fabric colors change annually on all items
except for boardshorts and swimsuits. Each year's design may include up to three new
logos. Garment colors are typically selected by Junior Lifeguard Personnel and sourced
by Contractor. The colors of youth and adult garment styles must match, unless otherwise
specified by the City.
Artwork to be reviewed and approved by Junior Lifeguard Personnel each year. Artwork
is typically 5 to 7 colors.
3. Application of City -approved artwork to all uniform items/gear. Artwork is typically
sublimation and/or screen printed, but may include a patch, and/or embroidery. Applied
artwork shall have clean edges, garment color shall not show through artwork unless
specified by the design, and artwork application shall be of a quality that it does not crack
or peel during the course of the 7-week program. All sweatshirt and t-shirts styles are
printed with a left chest logo and a logo on the back of the garment.
4. Delivering all uniform items no later than May 15 of each year to properly facilitate the start
of the Junior Lifeguard Program, unless otherwise agreed upon by the City and Contractor.
See "Newport Beach Junior Lifeguard Uniform Items" table above for listing of all uniform
item types and size scales. Once the City is in possession of all uniform items, City
Personnel are responsible for distributing uniform items/gear to Junior Lifeguard
participants.
5. Providing a designated account representative who is available to assist in all matters
relating to the City of Newport Beach Junior Lifeguard Uniform Apparel Contract for the
entire contract term. City must be notified in advance of any changes in account
representatives.
10-22
SCHEDULE OF BILLING RATES
JUNIOR LIFEGUARD PROGRAM UNIFORMS & APPAREL
UNIT
EXT.
ITEM
CITY
TYPE
DESCRIPTION
PRICE
AMOUNT
Heavy nylon; zipper closures; at least two
large main storage compartments; outside
pouches; padded adjustable straps for
safety and comfort; outside adjustable
method to secure fins or bike helmet;
1
1600
BACKPACK
heavy duty top handle; large enough to
carry: fins, lunch, drink, beach towel,
sweatshirt, and shoes with a small secure
personal pocket for valuables
Size: Approximately 20"L x 16"W x 8"D
$23.00
$36,800.00
Thick cotton, printed logo beach towel
2
1750
BEACH TOWEL
Size: Approximately 64" x 38"
$24.00
$42,000.00
HAT Style-
High quality, for sun protection, sturdy
Wide
brim with material under lining for
3
750
Brimmed,
everyday wear at the beach, ventilation,
Bushman
adjustable nylon cord or elastic fit to fit
child and adult
$24.00
$18,000.00
HAT Style-
High quality, sturdy material bill for
4
1300
Baseball or
everyday beach use and adjustable back to
Trucker
fit child and adult
$10.00
$13,000.00
HAT Style-
High quality, adjustable, with sturdy
5
300
material on bill, low profile top front,
Visor
sturdy bill, nylon
$11.00
$3,300.00
80cotton/20poly blend (or City -approved
alternative), heavyweight (12 oz. or more),
fleece, hooded, with hand pockets or
pouch, unisex
6
2000
SWEATSHIRT
SCREEN PRINT — 5 to 7 color JG Logo, front
and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
$28.00
$56,000.00
100% cotton (or City -approved
alternative), medium weight (4.3 ounce),
short sleeve, unisex
7
3000
T-SHIRT
SCREEN PRINT — 5 to 7 color JG Logo, front
and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
$9.50
$28,500.00
10-23
Boardshort-style, sturdy stretch fabric, 3-
needle heavy stitching throughout, bar
tacking at all stress points, fixed reinforced
waistband, durable for everyday use,
side/back pocket and sand grommet, bar-
tacked/cotton tie, wide invisible fly, fabric
must be fully opaque in both wet and dry
conditions. May need up to 5 pairs of
8
2500
BOARDSHORTS
special sizes for JGs who do not fit into the
below sizes.
COLOR: Red
Boy's/Men's: 20," 22"-34," 36," 38" and
40" waist
Girls (Youth): 8/S, 10/M, 12/L, 14/XL
Women's (Juniors): XS, S, M, L, XL
$20.15
$50,375.00
One-piece (500) and two-piece (900) full
coverage, durable athletic cut swimsuit,
suitable for ocean conditions. Must be
fully opaque in both wet and dry
conditions and have dark interior lining.
Shoulder straps must be adjustable. Backs
9
500
SWIMSUITS
must be fixed (i.e. no tie or hook
(ONE-PIECE)
fasteners). Two-piece style shall have a
fully functional waistband drawstring.
COLOR: Red
Girls (Youth): XS/7, S/8, M/10, L/12, XL/14
Women's (Juniors): S, M, L, XL
$26.00
$13,000.00
SWIMSUITS
See "GIRLS' SWIMSUITS (ONE-PIECE)"
10
900
(TWO-PIECE)
above
$33.00
$29,700.00
100% cotton (or City -approved
alternative), medium weight (4.3 ounce),
short sleeve, unisex
11
1500
MONSTER
MILE T-SHIRT
SCREEN PRINT- 5 to 7 color Monster Mile
design, front and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
$9.50
$14,250.00
100% cotton, medium weight (5.5 to 6
ounce), short sleeve, unisex (or City-
approved equivalent)
T-SHIRT
12
250
(COMPETITION
SCREEN PRINT-5 to 7 color competition
DESIGN)
design, front and back
Youth: S, M, L, XL
Adult: S, M, L, XL, XXL
$9.50
$2,375.00
10-24
HAT Style-
High quality, trendy style, for
awards/prizes. Two styles/prints are
13
800
Competition
required each year (approximately 400
/Special Award
units per style).
$15.00
$12,000.00
5.5 oz. or more, 92% Polyester/8%
Elastane long sleeve, pullover top with
mock turtleneck collar and UPF 50+ (or
City -approved equivalent)
14
150
RASHGUARD
SCREEN PRINT-1 to 2 color logo
COLOR - may vary, neon yellow (lifeguard),
white (Junior Lifeguard)
Sizes: Adult XXS — XXL
$28.00
$4,200.00
Beachy/tropical button-down shirt and
15
70
INSTRUCTOR
dress options for open house event
SHIRT/DRESS
Sizes: Adult XS — XXL
$23.00
$1,610.00
16
1
MISC.
CHARGES
Artwork, Screenprint Charge (If Applicable)
$0.00
$0.00
17
1
MISC.
CHARGES
Artwork, Embroidery Charge (If Applicable)
$0.00
$0.00
18
1
MISC.
CHARGES
Shipping Charge (If Applicable)
$0.00
$0.00
19
1
MISC.
CHARGES
Misc. Charges/Fees (If Applicable)
$0.00
$0.00
ESTIMATED 5-YEM TOTA1: 1 $1,816,000.00
Fixed billing rates and billing rate increases are subject to the terms of this agreement.
The quantities listed above are an estimate and are provided to give Proposers a general
scope of quantities needed each year. Quantities listed above are not guaranteed. The final
order submitted each year from City to Contractor shall reflect actual quantities needed and
be based upon the Unit Costs above, subject to any pricing terms within the Agreement.
Applicable sales taxes will be added in addition to the rates set forth above.
Overruns: City holds fiscal responsibility for actual items/quantities ordered each year;
overruns shall not be the responsibility of the City.
10-25
EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($2,000,000) per
occurrence, two million dollars ($4,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Florence Marine X, LLC Page B-1
10-26
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and
volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, shall
provide or be endorsed to provide that City and its officers, officials,
employees, and agents shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
Florence Marine X, LLC
Page B-2
10-27
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Contractor's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Contractor or
reimbursed by Contractor upon demand.
Florence Marine X, LLC Page B-3
10-28
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work
Florence Marine X, LLC Page B-4
10-29