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HomeMy WebLinkAbout2012-012 Friends of the CP Zoo (2) CITY OF ATASCADERO oma+ C 1 111911 CONTRACT FOR Friends of the Charles Paddock Zoo A non-profit Organization for Promotion, Marketing and Fundraising Support for the Charles Paddock Zoo lit V g9i3 1979 Fn� SERVICE. AGREEMENT FOR THE CITY OF ATASCADERO With. the Friends of the Charles Paddock Zoo THIS CONTRACT is made and entered into between City of Atascadero, a Municipal Corporation ("City") and Friends of the Charles Paddock Zoo ("Friends") a non-profifi corporation and relates to services rendered by Friends in connection with the City owned Charles Paddock Zoo. City and Friends agree as follows: 1. SCOPE AND STANDARDS: A. CONTRACT. Friends shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by the City. Friends shall determine the method, details and means of performing the services. B. This Contract and its exhibits and attachments shall be known as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. 2. EMPLOYMENT STATUS OF PERSONNEL: A. INDEPENDENT CONTRACTOR: EMPLOYEES OF FRIENDS. Friends' enters into this Contract as, and shall at all times remain as to the City, an independent contractor and not as an employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. Any persons employed by Friends for the performance of services pursuant to this Contract shall remain employees of Friends, shall at all times be under the direction and control of Friends, and shall not be considered employees of City. Friends may, at Friends' expense, employ such staff or assistants as Friends deems necessary to perform the services required by this Agreement. City may not control, direct or supervise Friends' assistants or employees in the performance of the services except as set forth herein. Both parties agree that they will coordinate activities such as education, membership marketing and special events cooperatively. All persons employed by Friends to City of Atascadero Friends of the Charles Paddock Zoo KfAD 6iG perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Friends employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to City employees. B. INDEPENDENT INVESTIGATION. Friends agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research. C. COMPLIANCE WITH EMPLOYMENT LAWS. Friends shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. D. UNLAWFUL DISCRIMINATION PROHIBITED. Friends shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation. 3. TIME OF PERFORMANCE: The services of Friends are to commence upon execution of this Contract by City, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall terminate no later than September 30, 2017 unless extended by the mutual agreement of both parties. Any such extension shall be in writing and be an amendment to this Agreement. 4. COMPENSATION: A. TERMS. Compensation to Friends shall be as set forth in Exhibit B attached hereto and made a part hereof. B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Friends shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager or the City Manager's designee (hereinafter "City Manager" shall include the City Manager's designee). Friends shall be compensated for any additional services in the amounts and in the manner as agreed to by City and Friends at the time City's express written authorization signed by the City Manager is given to Friends for the performance of said services. City of Atascadero Friends of the Charles Paddock Zoo . 5. SUPERVISION, LABOR AGREEMENTS AND PERSONNEL: A. FRIENDS SUPERVISE PERSONNEL. Friends shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel. The City Manager may use any reasonable means to monitor performance and Friends shall comply with the City Manager's request to monitor performance. B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges that Friends may be obligated to comply with bargaining agreements and/or other agreements with employees and that Friends is legally obligated to comply with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that Friends' performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) Friends may have covering and/or with is employees. 6. TERMINATION: A. 60 DAYS NOTICE. The City or Friends, upon sixty (60) days written notice to the other party, may terminate this Contract, without cause, at any time. B. TERMINATION ON OCCURRENCE OF STATED EVENTS. This Agreement shall terminate automatically on the occurrence of any of the following events: • Bankruptcy or insolvency of any party. ® The end of the 60 days. ® End of the Agreement to which Friends' services were necessary or 4_-Assignment of this agreement by Friends without the consent of the City. C. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract, Friends shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Friends, and the City may withhold any payments due to Friends until such time as the exact amount of damages, if any, due the City from Friends is determined. All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination. 7. CHANGES: The City or Friends may, from time to time, request changes in the scope of the services of Friends to be performed hereunder. Such changes, including any increase or decrease in the amount of Friends' compensation and/or changes in the schedule must be authorized in advance by both Parties in writing. Mutually agreed changes shall be City of Atascadero Friends of the Charles Paddock Zoo incorporated in written amendments to this Contract. Any increase in the amount of Friends' compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the City Manager. 8. CONFLICTS OF INTEREST.- FRIENDS covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Friends' performance of services under this Contract. Friends further covenants that in the performance of this Contract, Friends shall take reasonable care to ensure that no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager, Friends agree to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Contract. Friend agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein. 9. PROVISION OF LABOR, EQUIPMENT, WORK SPACE AND SUPPLIES: A. CONTRACTOR PROPERTY. Friends shall furnish all necessary labor, supervision, tools, equipment, communications facilities, and supplies necessary to perform the services required by this Contract except as set forth in Exhibit C. City acknowledges that all equipment and other tangible assets used by Friends in providing these services are the property of Friends and shall remain the property of Friends upon termination of this Contract. B. WORK SPACE. Any work space requirements not set forth in Exhibit C shall be the responsibility of Friends, and Friends is allowed to use alternate work space for performing the services described herein. C. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a City logo. All such items shall be approved by the City Manager and shall be provided at City's sole cost and expense. 10. COMPLIANCE WITH LAW-. A. COMPLIANCE REQUIRED. Friends shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Friends shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. Friends shall at all times hold a valid contractor's license if performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business and Professions Code, and Friends shall provide a copy of the license(s) upon the request of the City. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of Friends to comply with this section. City of Atascadero Friends of the Charles Paddock Zoo B. PREVAILING WAGES. In the event it is determined that the Friends is required to pay prevailing wages for the work performed under this Agreement, Friends shall pay all penalties and wages as required by applicable law. 11. SUBCONTRACTING: None of the services covered by this Contract shall be subcontracted without the prior written consent of the City Manager. Friends shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Friends. 12. ASSIGNABILITY: Friends shall not assign or transfer any interest in this Contract whether by assignment or notation. However, claims for money due or to become due Friends from the City under this Contract may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this Contract shall not be construed that any third party has an interest in the Contract. 13. LIABILITY OF CONTRACTOR: Friends shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Friends' profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Friends or its employees, agents, contractors or subcontractors. 14. INDEMNIFICATION: A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a professional standard of care for Friends' Services, to the fullest extent permitted by law, shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorneys fees and costs to the extent same are caused in whole or in part by any negligence or wrongful act, error or omission of Friends, willful misconduct, or recklessness of its officers, agents, employees or subcontractors (or any entity or individual that Friends shall bear the legal liability thereof) in the performance of professional services under this agreement. B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in the performance of professional services and to the full extent permitted by law, Friends shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of City of Atascadero Friends of the Charles Paddock Zooms YR any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Friends or by any individual or entity for which Friends is legally liable, including but not limited to officers, agents, employees or subcontractors of Friends. C. GENERAL INDEMNIFICATION PROVISIONS. Friends agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every subcontractor or any other person or entity involved by, for, with or on behalf of Friends in the performance of this agreement. In the event Friends fails to obtain such indemnity obligations from others as required here, Friends agrees to be fully responsible according to the terms of this section. 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 here is binding on the successor, assigns or heirs of Friends and shall survive the 15. INSURANCE: Friends shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 16. RECORDS: Friends shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by City that relates to the performance of services under this Contract. Friends shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the City, which the City may specify and change from time to time. Friends shall provide free access to the representatives of City or its designees, at reasonable times, to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment, 17. MISCELLANEOUS PROVISIONS: A. ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination. B. UNAUTHORIZED ALIENS. Friends hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended-, and in connection therewith, shall not employ unauthorized aliens as defined City of Atascadero `. Friends of the Charles Paddock Zoo therein. Should Friends so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Friends hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and ail costs, including attorneys' fees, incurred by the City in connection therewith. C. GOVERNING LAW. The City and Friends understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived. D. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Friends by this Contract. In recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Friends nor changed, substituted for, deleted, or added to without the prior written consent of City which consent shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling City to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation. F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. G. CONSTRUCTION AND INTERPRETATION. Friends and City agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity revise the provisions of this Contract and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party. The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. H. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter. City of Atascadero Friends of the Charles Paddock Zoo 1. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable. J. NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the following addresses: City: City of Atascadero Community Services Director 6907 El Camino Real Atascadero, CA 93422 Contractor Friends of the Charles Paddock Zoo 9305 Pismo Avenue Atascadero, CA 93422 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party. 19.. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of Friends warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Friends to the performance of its obligations hereunder. Effective this 11th day of September, 2012 by the parties as follows. Friends of the Charles Paddock Zoo Steve Robinson, Friends of Charles Paddock Zoo President City of Atascadero Friends of the Charles Paddock Zoo CITY OF ATASCADERO By: Jut wc Wade McKinney, City Manager City of Atascadero Friends of the Charles Paddock Zoo 'ws*-1 -1 CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 1 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 have complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal. Labor C. §§1860, 1861.) CONTRACTOR Friends of the Charles Paddock Zoo, by: (Print Name) EXHIBIT A Scope of Work and Standards for Services Friends agrees to devote the hours necessary to perform the services set forth in this Agreement in an efficient and effective manner. Friends may represent, perform services for, and be employed by additional individuals or entities in Friends' sole discretion, as long as the performance of these services does not interfere with or conflict with City's business and is in compliance with all applicable laws and regulations. Friends' activities and conduct shall be consistent with the mission of the Charles Paddock Zoo, the American Zoo and Aquarium Association (AZA), and all City policies, procedures, and direction. Friends agrees to work closely with the Zoo Director, Community Services Director and all other employees of the City of Atascadero to coordinate services and activities. Friends shall set annual fundraising and expense goals to be shared with the City. The Friends shall provide quarterly financial reports to the City and meet monthly with the Zoo Director. Friends agrees to actively engage in fundraising activities and campaigns on behalf of the Zoo and contribute to the support of capital improvements and the master zoo plan. Requests for such support for specific improvement projects shall be taken from the approved Charles Paddock Zoo Project list provided by the Zoo Director at least annually. Friends will engage in active and effective marketing, advertising, public relations efforts and other services that promote and publicize the zoo on behalf of the Charles Paddock Zoo. Friends will strive to help increase zoo attendance and memberships. Friends will maintain and update the website for the Charles Paddock Zoo. (charlespaddockzoo.org) Friends may, at Friends' own expense, employ such staff members, employees, or assistants, as Friends deems necessary to perform the services required of Friends by this Agreement. City may not control direct or supervise Friends' assistants or employees in the performance of those services, except as set forth herein. The parties agree that they will coordinate activities such as education, membership marketing and special events cooperatively, RECORDS AND ACCOUNTS. Friends shall keep true and accurate books and records showing all of its fundraising, membership, and business transactions, in a manner acceptable to the City. The City shall have the right, through its representatives, and at all reasonable times, to inspect such books and records, including State of California sales tax records. AUDITS. The City may require Friends, at Friends' expense, to have its records and accounts audited by an auditor acceptable to the City and shall present said audit to the Director of Community Services within 30 days after the completion of the audit. If Friends fails to provide the required audit, the City shall contract to have an audit performed at Friends' expense. EXHIBIT B Compensation and Method of Payment ANNUAL MEMBERSHIPS IN FRIENDS OF CHARLES PADDOCK ZOO. In consideration for the services to be performed by Friends, as described herein, City agrees to allow Friends to sell annual memberships in Friends' organization (Friends of the Charles Paddock Zoo) and that such annual memberships will entitle members to free admission to the Zoo during normal Zoo operating hours, but not including special Zoo-sponsored events and exhibits for which the City charges an entrance fee that is higher than the regular admission fee, The City will retain its right, at its sole and reasonable discretion, to refuse admission to the Zoo to any annual member of Friends' organization and/or to revoke a member's Zoo admission privileges if, at any time, the City concludes that such refusal and/or revocation is necessary to protect the health, safety, and welfare of Zoo patrons, employees, volunteers, and wildlife. One-half of the gross revenue that Friends receives from the sale of annual memberships shall be remitted to the City on a monthly basis. EXHIBIT C Items Provided by City PREMISES. The City will allow Friends and its staff and representatives to use office space in the Charles Paddock Zoo Entrance Building to perform the Friends services set forth in this Agreement. Friends will use the Entrance Building pursuant to the terms set forth below. The City will pay for all reasonable utility and telephone costs to perform Friends business for the Premises. The City will also provide meeting space free of charge to be coordinated with the zoo director. a. Use of Premises. Friends shall not sublease or otherwise convey any interest of any sort granted by this Agreement to any person or persons whatsoever without prior written consent and approval by the City. b. Condition of Premises. Friends' execution of and performance of services under this Agreement shall constitute Friends' acknowledgment that the Premises are in good and tenable condition. Friends agrees to accept the Premises, and any existing additions and improvements thereto, "as is" in the present existing condition. c. Modification of Premises. Friends may modify the Premises only with prior written approval by the Director of Community Services (or designee). Any plans for such modification, shall be submitted to the City for approval prior to the commencement of any modification. Any modification by Friends shall be without cost to the City and shall be subject to the indemnification provisions set forth in section 2.05. d. Damage to/Destruction of Premises: Should the Premises be totally or partially damaged or destroyed, the City shall repair the same in a reasonable time frame depending upon the extent and cost of the damage, except that the City is not obligated to make such repairs, and the City may decide to terminate this Agreement. If the Premises are totally or partially damaged or destroyed as a result of actions by Friends and/or its employees and agents, Friends shall be obligated to make such repairs. Nothing in this section affects or diminishes Friends' indemnification obligations set forth in section 2.05. Any notice of termination given here shall be given to Friends within 15 days after City determines the period of time required for and the estimated cost of such repair or restoration. Any work space requirements not set forth in Exhibit C shall be the responsibility of Friends, and Friends may use alternate space for performing the services required by this Agreement. City agrees to furnish space for use by the Friends while performing the services described in this Agreement only as set forth in Exhibit B, incorporated herein. City agrees to comply with all reasonable requests of Friends necessary to the performance of Friends' duties under this Agreement. Marketing, promotion, volunteer efforts and special events shall be conducted jointly, with prior authorization of the Zoo Director as may be necessary. City will provide timely feedback to Friends to all requests for information. EXHIBIT D Insurance Requirements INSURANCE REQUIREMENTS FOR CONTRACTORS Friends shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by Friends, his agents, representatives, employees or subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage(occurrence form CG 0001). 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, code 1 (any auto) 3. Workers' Compensation insurance as required by the State of California and Employer's Liability insurance(for lessees with employees). Minimum Limits of Insurance Lessee shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability $1,000,000 per accident for bodily injury or disease. 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: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed on behalf of Friends; and with respect toliability arising out of work or operations performed by on on behalf of Friends including materials,parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Friends's insurance or as a separate owner's policy (CG 20 10 11 85) 2. For any claims related to this project, Friends's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self.-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Friends' insurance and shall not contribute with it. 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail,return receipt requested, has been given to the City. 4. Coverage shall not extend to any indeminity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision(b) of Section 2782 of the Civil Code. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANIL Verification of Coverage Friends shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time. Subcontractors Friends shall include all subcontractors as insuredunder its policies or shall furnish separate certificates and endorsements for each. subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.