Attachment C
City of Santa Maria
Tire-Related Services
AGREEMENT FOR PROFESSIONAL SERVICES
Tire-Related Services
Master Services Agreement for Services of Independent Contractor
THIS AGREEMENT (“Agreement”) is made by and between the City of Santa Maria, a political subdivision of the State of California (“CITY”), and Santa Maria Tire (“CONTRACTOR” and together with CITY, collectively, the “Parties” and each a “Party”), whose principal place of business is located at 909 W Boone St, Santa Maria, CA 93458.
WHEREAS, CONTRACTOR represents that it is specially trained, skilled, experienced, and competent to perform the special services required by CITY and is willing to perform such services, and CITY desires to retain the services of CONTRACTOR pursuant to the terms, covenants, and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties agree as follows:
1. DESIGNATED REPRESENTATIVE
David Giesmann, whose email address is [email protected], is the representative of CITY and will administer this Agreement for and on behalf of CITY (provided, however, that such CITY representative shall not have the authority to approve or execute additional Statements of Work or any other amendment to or of this Agreement). Jerry Quintana , whose email address is [email protected], is the authorized representative of CONTRACTOR who is duly authorized to administer this Agreement for and on behalf of CONTRACTOR. Changes to a Party’s designated representative shall be made only after advance written notice to the other Party in accordance with Section 2, below.
2. NOTICES
All notices, claims, waivers, consents, and other communications required or permitted to be given under this Agreement (each a “Notice”) shall be in writing and addressed to the receiving Party at the address for such Party set forth below (or to such other address that such receiving Party may designate from time to time in accordance with this Section 2), by personal delivery, email, first-class mail via the United States Postal Service (“USPS”), certified mail, or nationally recognized overnight courier service (in each case, return receipt requested, postage prepaid):
To CITY: David Giesmann
Public Works Fleet Services
810 W Church St
Santa Maria, CA 93458
[email protected]
To CONTRACTOR: Santa Maria Tire
909 W Boone St
Santa Maria, CA 93458
[email protected]
If sent by first-class mail, Notices shall be deemed to be received five (5) days following their deposit in the USPS mail. This Notices section shall not be construed as meaning that either Party agrees to service of process except as required by applicable law.
Attachment C
City of Santa Maria
Tire-Related Services
3. SCOPE OF SERVICES
CONTRACTOR shall provide to CITY the services (the “Services”) set forth in statements of work to be issued by CITY and accepted by CONTRACTOR (each a “Statement of Work”). The initial Statement of Work is attached hereto as EXHIBIT “ A” and incorporated herein by reference. Additional Statements of Work substantially in the same form as the Statements of Work attached hereto shall be deemed accepted and incorporated into this Agreement during the Term (defined below) only if signed by each Party’s duly authorized designated representative. For purposes of this Agreement, the CITY Purchasing Agent is the designated representative of CITY who is authorized to accept and sign such additional Statements of Work on behalf of CITY.
4. TERM
The term of this Agreement (“Term”) shall commence upon the first date that this Agreement is duly executed by all of the Parties hereto (“Effective Date”) and shall terminate on June 30, 2029, unless terminated earlier in accordance with the provisions of this Agreement.
5. COMPENSATION OF CONTRACTOR
In full consideration of CONTRACTOR’s services, CONTRACTOR shall be paid for performance of the Services under this Agreement in accordance with the terms of EXHIBIT “B”, attached hereto and incorporated herein by reference. Billing shall be made by invoice, which shall include the contract number assigned by CITY, and delivered to CITY at the address for Notices to CITY set forth in Section 2, above, following completion of the increments identified on EXHIBIT “B”. Unless otherwise specified on EXHIBIT “B”, payment shall be net thirty (30) days from delivery of invoice.
6. INDEPENDENT CONTRACTOR
It is mutually understood and agreed that CONTRACTOR (including any and all of its officers, agents, and employees) shall perform all of the Services under this Agreement as an independent contractor as to CITY and not as an officer, agent, servant, employee, joint venturer, partner, or associate of CITY. Furthermore, CITY shall have no right to control, supervise, or direct the manner or method by which CONTRACTOR shall perform its work and function. However, CITY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations hereunder in accordance with the terms and conditions hereof.
CONTRACTOR understands and acknowledges that it shall not be entitled to any of the benefits of a CITY employee, including, but not limited to, vacation, sick leave, administrative leave, health insurance, disability insurance, retirement, unemployment insurance, workers ’ compensation, and protection of tenure.
CONTRACTOR shall be solely liable and responsible for providing to or on behalf of its employees all legally required employee benefits. In addition, CONTRACTOR shall be solely responsible and save CITY harmless from all matters relating to payment of CONTRACTOR’s employees, including compliance with Social Security withholding and all other regulations governing such matters. It is acknowledged that during the Term of this Agreement, CONTRACTOR may be providing services to others unrelated to CITY or to this Agreement. CONTRACTOR has no authority to commit, act for or on behalf of CITY, or bind CITY to any obligation or liability.
7. STANDARD OF PERFORMANCE
Attachment C
City of Santa Maria
Tire-Related Services
CONTRACTOR certifies that it has the skills, the expertise, and all licenses and permits necessary to perform the Services. Accordingly, CONTRACTOR shall perform all such Services in the manner and according to the standards observed by a competent practitioner of the same profession in which CONTRACTOR is engaged.
All products of whatsoever nature, which CONTRACTOR delivers to CITY pursuant to this Agreement, shall be prepared in a first-class and workmanlike manner and shall conform to the highest standards of quality observed by professionals practicing in CONTRACTOR’s profession. CONTRACTOR shall correct any errors or omissions in the performance of the Services at CITY’S request without additional compensation.
CONTRACTOR has and shall, at CONTRACTOR’s sole cost and expense all times during the Term, maintain in effect all permits, licenses, permissions, authorizations, and consents required by applicable law or otherwise necessary to carry out CONTRACTOR’s obligations under this Agreement. CONTRACTOR is in compliance with, and shall at all times during the Term comply with, all applicable laws, regulations, and ordinances.
8. DEBARMENT AND SUSPENSION
CONTRACTOR certifies to CITY that none of it or its employees or principals are debarred, suspended, or otherwise excluded from or ineligible for participation in federal, state, or CITY government contracts. CONTRACTOR certifies that it shall not contract with a subcontractor that is so debarred or suspended.
9. TAXES
CONTRACTOR shall pay all taxes, levies, duties, and assessments of every nature due in connection with any work under this Agreement and shall make any and all payroll deductions required by law. CONTRACTOR is responsible for all CONTRACTOR personnel and for the payment of their compensation, including —if applicable—withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments, and disability benefits. In no event shall CITY pay or be responsible for any taxes imposed on, or with respect to, CONTRACTOR’s income, revenues, gross receipts, personnel, real or personal property, or other assets. CITY shall not be responsible for paying any taxes on CONTRACTOR’s behalf, and should CITY be required to do so by state, federal, or local taxing agencies, CONTRACTOR agrees to promptly reimburse CITY for the full value of such paid taxes plus interest and penalties, if any. These taxes shall include, but not be limited to, the following: FICA (Social Security), unemployment insurance contributions, income tax, disability insurance, and workers’ compensation insurance.
10. CONFLICT OF INTEREST
CONTRACTOR covenants that CONTRACTOR presently has no employment or interest and shall not acquire any employment or interest, direct or indirect, including any interest in any business, property, or source of income, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed by CONTRACTOR.
CONTRACTOR must promptly disclose to CITY, in writing, any potential conflict of interest. CITY retains the right to waive a conflict of interest disclosed by CONTRACTOR if CITY determines it to be immaterial, and such waiver is only effective if provided by CITY to CONTRACTOR in writing.
Attachment C
City of Santa Maria
Tire-Related Services
11. OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY
CITY shall be the owner of the following items incidental to this Agreement upon production, whether or not completed: all data collected ; all documents of any type whatsoever; all photos, designs, sound or audiovisual recordings, software code, inventions, technologies, and other materials; and any material necessary for the practical use of such items, from the time of collection and/or production , whether or not performance u nder this Agreement is completed or terminated prior to completion.
CONTRACTOR shall not release any of such items to other parties except upon prior written approval of CITY.
Unless otherwise specified in EXHIBIT “A”, CONTRACTOR hereby assigns to CITY all copyright, patent, and other intellectual property and proprietary rights to all data, documents, reports, photos, designs, sound or audiovisual recordings, software code, inventions, technologies, and other materials prepared or provided by CONTRACTOR pursuant to this Agreement (collectively referred to as “Copyrightable Works and Inventions”). CITY shall have the unrestricted authority to copy, adapt, perform, display, publish, disclose, distribute, create derivative works from, and otherwise use in whole or in part any Copyrightable Works and Inventions.
CONTRACTOR agrees to take such actions and execute and deliver such documents as may be needed to validate, protect, and confirm the rights and assignments provided hereunder. CONTRACTOR warrants that any Copyrightable Works and Inventions and other items provided under this Agreement will not infringe upon any intellectual property or proprietary rights of any third party. CONTRACTOR, at its own expense, shall defend, indemnify, and hold harmless CITY against any claim that any Copyrightable Works or Inventions or other items provided by CONTRACTOR hereunder infringe upon intellectual or other proprietary rights of a third party, and CONTRACTOR shall pay any damages, costs, settlement amounts, and fees (including attorneys’ fees) that may be incurred by CITY in connection with any such claims.
This Ownership of Documents and Intellectual Property provision shall survive expiration or termination of this Agreement.
12. NO PUBLICITY OR ENDORSEMENT
CONTRACTOR shall not use CITY’s name or logo or any variation of such name or logo in any publicity, advertising, or promotional materials. CONTRACTOR shall not use CITY’s name or logo in any manner that would give the appearance that CITY is endorsing CONTRACTOR. CONTRACTOR shall not in any way contract on behalf of or in the name of CITY. CONTRACTOR shall not release any informational pamphlets, notices, press releases, research reports, or similar public notices concerning CITY or its projects without obtaining the prior written approval of CITY in each instance.
13. CITY PROPERTY AND INFORMATION
All of CITY’s property, documents, information, and data provided to or accessed by or on behalf of CONTRACTOR in connection with the Services — including, without limitation, all data collected, used, maintained, processed, stored, or generated by or on behalf of CITY in connection with this Agreement (“CITY Property”)—and any derivative works of CITY Property shall remain CITY’s property, and CONTRACTOR shall return or delete CITY Property whenever requested by CITY and whenever required in accordance with Section 19 of this Agreement.
CONTRACTOR may use CITY Property solely for the purpose of, and only to the extent necessary for, CONTRACTOR’s provision of the Services hereunder.
Attachment C
City of Santa Maria
Tire-Related Services
CONTRACTOR shall not disclose, disseminate, publish, or transfer to any third party any CITY Property without CITY’s prior written consent.
14. RECORDS, AUDIT, AND REVIEW
CONTRACTOR shall keep such business records pursuant to this Agreement as would be kept by a reasonably prudent practitioner of CONTRACTOR's profession and shall maintain such records for at least four (4) years following the termination of this Agreement. All accounting records shall be kept in accordance with generally accepted accounting principles. CITY shall have the right to audit and review all such documents and records at any time during CONTRACTOR’s regular business hours or upon reasonable notice. In addition, if this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the California State Auditor, at the request of CITY or as part of any audit of CITY, for a period of three (3) years after final payment under the Agreement (Cal. Govt. Code Section 8546.7). CONTRACTOR shall participate in any audits and reviews, whether by CITY or the state, at no charge to CITY.
If federal, state, or CITY audit exceptions are made relating to this Agreement, CONTRACTOR shall reimburse all costs incurred by federal, state, and/or CITY governments associated with defending against the audit exceptions or performing any audits or follow-up audits, including but not limited to, audit fees, court costs, attorneys’ fees based upon a reasonable hourly amount for attorneys in the community, travel costs, penalty assessments, and all other costs of whatever nature. Immediately upon notification from CITY, CONTRACTOR shall reimburse the amount of the audit exceptions and any other related costs directly to CITY as specified by CITY in the notification.
15. INDEMNIFICATION AND INSURANCE
CONTRACTOR agrees to and shall comply with the indemnification and insurance provisions as set forth in EXHIBIT “C”, attached hereto and incorporated herein by reference.
16. NONDISCRIMINATION
CITY hereby notifies CONTRACTOR that CITY’s Unlawful Discrimination Ordinance applies to this Agreement and is incorporated herein by this reference with the same force and effect as if the ordinance were specifically set out herein, and CONTRACTOR agrees to comply with said ordinance.
17. NONEXCLUSIVE AGREEMENT
CONTRACTOR understands that this is not an exclusive Agreement and that CITY shall have the right to negotiate with and enter into contracts with others providing the same or similar services as those provided by CONTRACTOR as CITY desires.
18. NON-ASSIGNMENT
CONTRACTOR shall not assign, subcontract, delegate, or otherwise transfer, directly or indirectly, whether by operation of law or otherwise (“Transfer”), this Agreement or any of CONTRACTOR’s rights or obligations under this Agreement Attachment C
City of Santa Maria
Tire-Related Services
without the prior written consent of CITY. Any attempted or purported Transfer in violation of this Section 18 shall be null and void and without legal effect and shall constitute grounds for termination. No Transfer shall relieve CONTRACTOR of any of its obligations hereunder.
19. TERMINATION
A. By CITY. CITY may, by written notice to CONTRACTOR, terminate this Agreement in whole or in part at any time, whether for CITY’s convenience, for nonappropriation of funds, or because of the failure of CONTRACTOR to fulfill its obligations hereunder.
1. For Convenience. CITY may terminate this Agreement in whole or in part upon thirty (30) days written notice. During the thirty (30) day period, CONTRACTOR shall, as directed by CITY, wind down and cease its services as quickly and efficiently as reasonably possible, without pe rforming unnecessary services or activities and while minimizing negative effects on CITY from such winding down and cessation of services.
2. For Nonappropriation of Funds. Notwithstanding any other provision of this Agreement, in the event that no funds or insufficient funds are appropriated or budgeted by federal, state, or CITY governments or sufficient funds are not otherwise available for payments hereunder in the fiscal year(s) covered by the Term of this Agreement, then CITY will notify CONTRACTOR of such occurrence, and CITY may terminate or suspend this Agreement in whole or in part, with or without a prior notice period. Subsequent to termination of this Agreement under this provision, CITY shall have no obligation to make payments with regard to the remainder of the Term.
3. For Cause. Should CONTRACTOR default in the performance of this Agreement or materially breach any of the provisions hereof, CITY may, at CITY’s sole option, terminate or suspend this Agreement in whole or in part upon written notice (“Termination Notice”). Upon receipt of such Termination Notice, CONTRACTOR shall immediately discontinue all Services (unless otherwise directed in such Termination Notice) and notify CITY in writing of the status of CONTRACTOR’s performance of Services hereunder. The date of termination shall be the date the Termination Notice is received by CONTRACTOR, unless the Termination Notice directs otherwise.
B. By CONTRACTOR. Should CITY fail to pay CONTRACTOR all or any part of the payment set forth in EXHIBIT “B”, CONTRACTOR may, at CONTRACTOR’s option, terminate this Agreement if such failure is not remedied by CITY within thirty (30) days of written Notice to CITY of such late payment.
Upon termination, CONTRACTOR shall deliver to CITY all data, estimates, graphs, summaries, reports, and all other property, records, documents, or papers as may have been accumulated or produced by CONTRACTOR in performing this Agreement, whether completed or in process, except such items as CITY may, by written permission, permit CONTRACTOR to retain. Notwithstanding any other payment provision of this Agreement, Attachment C
City of Santa Maria
Tire-Related Services
CITY shall pay CONTRACTOR for satisfactory Services performed as of the date of termination to include a prorated amount of compensation due hereunder less payments, if any, previously made. In no event shall CONTRACTOR be paid an amount in excess of the Maximum Contract Amount or for profit on unperformed portions of Services. CONTRACTOR shall furnish to CITY such financial information as in the judgment of CITY is necessary to determine the reasonable value of the Services rendered by CONTRACTOR. In the event of a dispute as to the reasonable value of the Services rendered by CONTRACTOR, the decision of CITY shall be final. The foregoing is cumulative and shall not affect any right or remedy which CITY may have in law or equity.
20. SECTION HEADINGS
The headings of the several sections herein, and any Table of Contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction, or effect hereof.
21. SEVERABILITY
If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal , or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
22. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved to CITY is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
23. TIME IS OF THE ESSENCE
Time is of the essence in this Agreement, and each covenant and term is a condition herein.
24. NO WAIVER OF DEFAULT
No delay or omission of CITY to exercise any right or power arising upon the occurrence of any event of default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Agreement to CITY shall be exercised from time to time and as often as may be deemed expedient in the sole discretion of CITY.
25. ENTIRE AGREEMENT AND AMENDMENT
This Agreement, including all EXHIBITS attached hereto, contains the entire understanding and agreement of the Parties with respect to the subject matter hereof, and there have been no promises, representations, agreements, warranties , or undertakings by any of the Parties, either oral or written, of any character or nature hereafter binding except as set forth herein. This Agreement may be altered, amended, or modified only by an instrument in writing, duly executed by each of the Parties and by Attachment C
City of Santa Maria
Tire-Related Services
no other means. Each Party waives its future right to claim, contest, or assert that this Agreement was modified, canceled, superseded, or changed by any oral agreements, course of conduct, waiver, or estoppel.
26. SUCCESSORS AND ASSIGNS
This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns in accordance with Section 18, above.
27. COMPLIANCE WITH LAW
CONTRACTOR shall, at its sole cost and expense, comply with all applicable CITY, state, and federal ordinances and statutes now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, or the admission of CONTRACTOR in any action or proceeding against CONTRACTOR, whether CITY is a party thereto or not, that CONTRACTOR has violated any such ordinance or statute, shall be conclusive of that fact as between CONTRACTOR and CITY.
28. CALIFORNIA LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of California. Any litigation regarding this Agreement or its contents shall be filed in CITY, if in state court, or in the federal district court nearest to CITY, if in federal court.
29. EXECUTION OF COUNTERPARTS
This Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Parties shall preserve undestroyed, shall together constitute one and the same instrument.
30. AUTHORITY
All signatories and Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or companies represented or purported to be represented by such entity(ies), person(s), or company(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with.
Furthermore, by entering into this Agreement, CONTRACTOR hereby warrants that it shall not have breached the terms or conditions of any other contract or agreement to which CONTRACTOR is obligated, which breach would have a material effect hereon.
31. SURVIVAL
All provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement shall survive such termination or expiration.
32. ORDER OF PRECEDENCE
In the event of conflict between the provisions contained in Sections 1 through 33 of this Agreement (“Numbered Sections”) and the provisions contained in the EXHIBITS, the provisions contained in the Numbered Sections shall control and prevail over those in Attachment C
City of Santa Maria
Tire-Related Services
the EXHIBITS, other than EXHIBITS “C” and ”D”, which EXHIBITS “C” and “D” shall control and prevail. If any Statement of Work or quotes provided by CONTRACTOR incorporated into a Statement of Work include any standard terms from CONTRACTOR or any hyperlinks to standard terms or other provisions from CONTRACTOR (“CONTRACTOR’s Terms”), CONTRACTOR agrees that in the event of discrepancy, inconsistency, gap, ambiguity, or conflicting language between the CITY’s terms set forth in the Numbered Sections and EXHIBITS “B”, “C”, “D” and “E” hereto, on the one hand, and CONTRACTOR’s Terms, on the other hand, the City’s terms shall take precedence and control, followed by (i) task orders issued by CITY pursuant to a Statement of Work and then (ii) CONTRACTOR’s Terms, if any.
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.
IN WITNESS WHEREOF, this agreement is executed by the Parties on the date first written above.
SANTA MARIA TIRE
___________________________
Cameron Stephens
President
CITY OF SANTA MARIA, a Municipal
Corporation
Brett Fulgoni
Director of Public Works
ATTEST:
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
City Attorney
City of Santa Maria
Tire-Related Services
10 EXHIBIT “A”
SCOPE OF SERVICES
Contractor hereby agrees to provide to the City of Santa Maria (“City”), as the scope of services under this Agreement, the services described in City’s Request for Proposal for Tire-Related Services dated 3/12/2026 (Exhibit “D”), which outlines the scope of services and work under this contract and the approved Contractor’s Proposal dated 4/17/2026 (Exhibit “E”).
The City is under no obligation to expend any funds under this Contract unless it determines it is in the City’s best interest to do so. The City is under no obligation to utilize the prequalification list for any particular project and may instead seek services f or that project pursuant to the City’s purchasing guidelines. When work is performed pursuant to the prequalification list established by this RFP and this Agreement, work will be performed on a rotating basis among the prequalified contractors, based on contractors’ availability.
A notice to proceed (in the form of a purchase order) will be issued by the City for each task under this Agreement. In case of any conflicting terms, it is the express intent of the Parties hereto that the order of precedence and controlling language shall be as follows:
1) This Agreement
2) The City’s Request for Proposal (Exhibit “D”)
3) The Contractor’s Proposal (Exhibit “E”)
City of Santa Maria
Tire-Related Services
11 EXHIBIT “B”
PAYMENT
I. Progress authorization
Written authorization to proceed from the City authorizes the Contractor to generate the not-toexceed cost of $375,000.
II. Additional tasks will be assigned as new exhibits to this contract, with each new task being numbered sequentially as Exhibit “B1”, “B2”, “B3”, etc.
III. Invoice procedure
A. Payment shall be at the conclusion of the Assigned Task based on the billable charges.
B. The Contractor shall submit the invoice for charges via email to [email protected].
C. The Contractor’s bill shall be substantiated by appropriate documentation and include an itemized listing of personnel, subcontractors, and other direct costs incurred.
IV. Maximum billable amounts
Under no circumstance shall the total of all payments to the Contractor exceed ninety percent (90%) of the maximum “not-to-exceed” cost, prior to acceptance by the City of all items to be completed as noted within Exhibit “A” or any Assigned Task.
City of Santa Maria
Tire-Related Services
12 EXHIBIT “C”
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor and his/her agents, repr esentatives, or employees. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury , and personal and advertising injury.
2. Insurance Services Office Business Auto coverage (form CA 00 01) covering any auto (Code 1) or , if Contractor has no owned autos, covering hired (Code 8) and non -owned autos (Code 9).
3. Workers’ compensation insurance as required by the State of California and employer’s liability insurance.
4. Errors and omissions liability insurance appropriate to the Contractor’s profession.
5. Cyber liability insurance. Coverage shall be sufficiently broad to respond to the duties and obligations as undertaken by Vendor in this agreement and shall include but not be limited to claims involving infringement of intellectual property, including but not limited to infringeme nt of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion , and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses, with limits sufficient to respond to these obligations.
City of Santa Maria
Tire-Related Services
13 B. Minimum Limits of Insurance
Contractor shall maintain limits no less than:
1. General liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or another form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) 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. Workers’ compensation: Statutory limits.
4. Employer’s liability: $1,000,000 per accident for bodily injury or disease.
5. Errors and omissions liability: $1,000,000 per occurrence or claim; $2,000,000 aggregate.
6. Cyber liability: $2,000,000 per occurrence or claim ; $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration , and defense expenses within the retention.
D. Other Insurance Requirements
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City and its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including
materials, parts , or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Contractor’s City of Santa Maria
Tire-Related Services
14 insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG
20 37 forms if later revisions are used).
2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City and its officers, officials, employees , and volunteers. Any insurance or self -insurance maintained by the City and its officers, officials, employees, or volunteers shall be excess of the Contractor's 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 or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this
Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return receipt requested.
4. Contractor hereby grants to the City a waiver of any right to subrogation, which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of su brogation endorsement from the
insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be
before the date of the contract or the beginning of
contract work.
b. Insurance must be maintained, and evidence of
insurance must be provided for at least five (5) years
after completion of the contract of work.
c. If coverage is canceled or non -renewed and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting”
coverage for a minimum of five (5) years after
completion of work.
E. Acceptability of Insurers
City of Santa Maria
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15 Insurance is to be placed with insurers with a current AM Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. 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.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
City of Santa Maria
Tire-Related Services
16 EXHIBIT “D”
This exhibit includes the original 46-page Request for Proposals from CITY.
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51 City of Santa Maria
Tire-Related Services
52 City of Santa Maria
Tire-Related Services
53 City of Santa Maria
Tire-Related Services
54 City of Santa Maria
Tire-Related Services
55 City of Santa Maria
Tire-Related Services
56 City of Santa Maria
Tire-Related Services
57 City of Santa Maria
Tire-Related Services
58 City of Santa Maria
Tire-Related Services
59 City of Santa Maria
Tire-Related Services
60 City of Santa Maria
Tire-Related Services
61 City of Santa Maria
Tire-Related Services
62