Contract No. 10692 (CCS)
CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement ("Contract"), entered into this _ day of Julix_, 2018 ("Execution Date"), by and between the CITY OF SANTA MONICA, a municipal corporation ("City"), and General Pump Company, Inc (Contractor"), is made with reference to the following:
RECITALS:
A. The 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 the City.
B. Contractor is qualified to do business, and is doing business, in the State of California. Contractor represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.
C. The City and Contractor desire to enter into an agreement for the Contractor to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2023, unless sooner terminated in accordance with Section 14.
2. Contractor Services. Contractor will perform all of the services ("Services") described in Exhibit A, Scope of Services. Contractor will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to Contractor any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by Contractor.
4. Compensation. The City will compensate Contractor for the Services performed in an amount not to exceed $2,180,000, as set forth in Exhibit B.
5. Invoices. Contractor will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, - 1-
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by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Water Resources Division
City of Santa Monica
1212 5" Street, 3rd Floor
Santa Monica, California 90401
Attention: Kevin Nagata
Re: Contract No. 10692 (CCS)
with a copy to:
Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10692 (CCS)
6.2 All notices, demands, requests or approvals to Contractor:
General Pump Company, Inc.
159 N. Acacia Street
San Dimas, California 91773
Attention: Michael Bodart
Re: Contract No. 10692 (CCS)
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct . of Contractor or any of Contractor's agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and Contractor, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, Contractor must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Contractor or Contractor's agents, representatives, employees or subconsultants for the duration of this Agreement. Contractor must obtain insurance that, at a minimum, meets the - 2-
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requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Contractor agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or • costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the •act, errors, and/or omissions of Contractor, or Contractor's employees, agents, officers, and subconsultants. Contractor's responsibilities under this Section
10.1 include liability arising from, connected with, caused by, or claimed to be. caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Contractor, its employees, agents or officers, or subconsultants; provided, however, that Contractor's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.
Notwithstanding Contractor's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Contractor, if City chooses to do so.
10.2 Enforcement Costs. Contractor agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 Contractor may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if a partnership or joint venture or syndicate exists, which results in changing the control of Contractor, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
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13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If Contractor fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Contractor.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to Contractor. Upon termination of this Agreement, City will pay Contractor any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. Contractor must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.
16. Discrimination. Contractor may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. Contractor may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 Contractor must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Contractor must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 Contractor must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
Contractor must clearly identify all records and make them readily accessible to the City. At the City's request, Contractor must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Contractor must allow the City to have free access to Contractor's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Contractor's records, and Contractor agrees to cooperate with any examination - 4-
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or audit of its records. If a City audit discloses an error of 5% or more in information reported by Contractor, Contractor agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by Contractor or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Contractor or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Contractor without prior written approval by City.
19.2 At the City's request, Contractor must furnish reports concerning the status of the Services.
20. Standard of Care. Contractor agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor's profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If Contractor proposes to have any subconsultant perform any part of the • Services, Contractor must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.
21.2. Contractor will be responsible for the quality of any subconsultant's work. Every subcontract or agreement of any kind entered into between Contractor and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 10692 (CCS) entered into between the City of Santa Monica and Contractor on _
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and Contractor agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party - 5-
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expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B. Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA MONICA,
ATTEST:
- FLick fe
denise Anderm Vau
DENISE ANDERSON WARREN
City Clerk City Manager
APPROVED AS TO FORM:
LANE DILG
City Attorney
General Pump Company, Inc.
minton
Name: Michael Bodart
Tile: President/Dir. of Engr.
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Exhibit A
Scope of Services
1. GENERAL. General Pump Company, Inc. shall provide water well and booster pump preventive maintenance, diagnostic, repair and installation services as required by the Water Resources Division for City of Santa Monica equipment located in Santa Monica and West Los Angeles, including, but not limited to:
A. Semi-annual vibration analysis and annual alignment checks/realignment service site visits for 10 water production wells and 38 booster pumps. Vibration analysis shall be performed by a qualified pump mechanic skilled in evaluating the motor control center and servicing vertical and horizontal pumps and shall include the following work:
• Check oil levels, add oil and lubricate with grease as needed (bearings, etc.) Measure and record suction & discharge PSI.
• Check gauges and record measurements (RPM, gallons per minute, meter read).
Check panels and motor heaters and record amps & volts.
Measure and record vibration at designated points.
• Check and evaluate packing, noise, motor, valves, connections, leads, circuit breakers, connections, sight glass and general condition of well & booster pump equipment.
• Clean motor/pump as needed.
Pricing for these line items in Exhibit B, Budget, may be adjusted as mutually agreed upon by the City and Contractor should the City opt to add or delete equipment for the initial well and pump inventory.
B. Fabrication and/or provision of new and replacement parts and equipment; and installation and/or replacement services by qualified personnel.
C. Provision of cranes, rigs, service trucks and traffic control services as required by the City.
D. Provision of video logging, wire and/or nylon brush, control/instrumentation, engineering, hydroegeological support, shop motor/pump assessments and other miscellaneous diagnostic, maintenance and repair services.
2. REPORTS AND REPAIR ESTIMATES. Contractor shall document all services and repair work performed and provide a written report to City staff for each site visit including service date, technician name, location, well or booster pump specifications/serial number, discrepancies detected and corrective repairs recommended or completed. A written estimate shall be provided to City staff prior to proceeding with any additional recommended repair work.
3. WORK HOURS, SCHEDULING AND URGENT REPAIR REQUEST
RESPONSE TIME. Water well and booster pump services may be required on a 24/7 basis. The Contractor shall coordinate work schedules in advance with the City to ensure proper site/equipment access on City property, safety and security. Contractor commits to responding to a Santa Monica or West Los Angeles work site within 24 hours of notice of an urgent repair request by City staff.
4. CONTRACTOR'S LICENSE / REGISTRATION WITH THE STATE OF CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS. Contractor shall maintain a valid California State Contractors License (currently with General Engineering "A", Well Drilling "C57" and Machinery and Pumps "C-61/D21" classifications) during the term of this agreement. Contractor shall maintain a valid registration as a Public Works contractor on the Department of Industrial Relations website: http://www.dir.ca.gov/Public-Works/PublicWorks.html during the term of this agreement.
5. PREVAILING WAGE / CERTIFIED PAYROLL RECORDS. Certified payroll records and related prevailing wage project documentation for all work completed under this agreement shall be submitted per the following:
1) Electronically via the State Department of Industrial Relations' electronic Certified Payroll Reporting (eCPR) system;
2) Via hardcopy to the City's prevailing wage monitoring contractor, currently:
Gafcon, Inc.
Attn: Lizette Santillan
660 S. Figueroa Street, Ste. 1790
Los Angeles, CA 90017
3) If requested, to Water Resources/Wastewater Division staff.
Invoice payments will not be released by the City until certified payroll records and related prevailing wage project documentation have been submitted. The City shall notify the Contractor of any changes to the contact information for the City's prevailing wage monitoring contractor. The Contractor shall notify the City in writing prior to beginning work if job classifications other than Operating Engineer (Group 8 - Pump Installer) or Laborer (Group 1) will be used for any work under this agreement.
Contractor shall observe all applicable California Labor Code regulations pertaining to prevailing wage projects (e.g. posting of prevailing wage project notices at job site, usage of apprentices, work hours limited to 8 hours per weekday before overtime must be paid, etc.) including Sections 1771, 1774-1776, 1777.5, 1813 and 1815.
6. INVOICES. Invoices shall include:
• Date(s) of work;
• Description and location(s) of the work completed;
• Itemized list of prevailing wage work hours completed to include prevailing wage job classification(s), staff names, date(s) of work, hours worked per day, overtime hours worked per day (if applicable) and billable rates in order for the City to compare to certified payroll records. Hourly rates and pricing shall include certified payroll record submittals and vehicle/transportation costs at no extra charge to the City (excepting administrative staff billable hours). • Reimbursable materials and services with markup charge(s), including copies of invoices paid by Contractor, if the City does not provide as noted below; • Shipping/handling/delivery charges, if applicable; and • Taxes, if applicable.
7. MATERIALS & EQUIPMENT. All materials used under this agreement are subject to City approval by the Water Resources and Wastewater Divisions or the Office of Sustainability and the Environment. The City may opt to provide the Contractor with materials and equipment for work performed under this agreement; if not, the Contractor shall provide.
8. WASTE MATERIALS DISPOSAL. Contractor shall remove any trash and waste materials generated by work performed unless otherwise specified by Water Resources / Wastewater staff. Materials shall be disposed of properly in compliance with all Federal, State and local regulations.
9. WATER WELL & BOOSTER PUMP INVENTORY. The following inventory of water wells (10) and booster pumps (38) shall be included in semi-annual vibration analysis and annual alignment checks/realignment service site visits. The City may opt to add or delete locations/equipment and/or change the frequency of service visits.
• Arcadia Water Plant - 1228 S. Bundy Drive, Los Angeles, CA 90025 - 2 wells, 23 pumps (4 250 hp, 11 150 hp, 4 100 hp, 275 hp and 2 50 hp); • Charnock Well Field - 11375 Westminster Avenue, Los Angeles, CA 90066 - 5 wells, 10 pumps (1 200 hp, 1 150 hp, 1 125 hp, 2 100 hp, 3 60 hp and 2 75 hp); • Riviera Reservoir - Pacific Palisades, CA 90292 - 1 pump (25 hp); • San Vicente Pump Station - 2500 block of San Vicente Blvd., CA 90402 - 4 pumps (3 150 hp, 1 100 hp);
• 1800 Block of San Vicente Blvd., Santa Monica, CA 90402 - 1 well; and • Near 3000 Block of Olympic Blvd., Santa Monica, CA 90404 - 2 wells.
Exhibit B
Budget
Year Fiscal Year / Dates (Inclusive) Budget Available
1 Fiscal Year (FY) 2018/19 Amount shall not exceed $400,000. (Contract execution date to June 30, 2019)
2 FY 2019/20 Subject to City Council budgetary
July 1, 2019 to June 30, 2020) appropriation, an amount not to exceed $580,000.
3 FY 2020/21 Subject to City Council budgetary
July 1, 2020 to June 30, 2021) appropriation, an amount not to exceed 4 PY 2021/22 Subject to City Council budgetary
July 1, 2021 to June 30, 2022) appropriation, an amount not to exceed $400,000.
5 FY 2022/23 Subject to City Council budgetary
July 1, 2022 to June 30, 2023) appropriation, an amount not to exceed $400,000.
Any unspent amount for each year may be made available in the subsequent year(s), at the sole and complete discretion of the City and subject to budgetary approval. Subject to City Council appropriation, the total amount of compensation shall not exceed the sum of $2,180,000.
Pricing
Item / Service Year 1 Year 2 Year 3 Year 4 Year 5
Price Increase N/A 2.5% 2.5% 2.5% 2.5%
Semi-annual and annual services
Pricing for semi annual $4,960.00 $5,084.00 $5,211.10 $5,341.38 $5,474.91 vibration analysis service
10 wells / 38 pump
ricing for annua $4,800.00 $4,920.00 $5,043.00 $5,169.08 $5,298.30 lignment check,
ealignment service - 1
wells / 38 pumps
Hourly billable rates - Weekday, daytime rates (regular time) Rotary crane and 1- $190.00| $194.75 $199.62 $204.61 $209.72 person crew
Rotary crane and 2- $250.00 $256.25 $262.66 $269.22 $275.95 person crew
40-ton crane and 1 $293.00 $300.33 $307.83 $315.53 $323.42 operator
Item / Service Year 1 Year 2 Year 3 Year 4 Year 5
Service support rig for $132.00 $135.30 $138.68 $142.15 $145.70 40-ton crane and field
service person
Combination rig and 2- $298.00 $305.45 $313.09 $320.91 $328.94 person crew
Pump rig and 2-person $285.00 $292.13 $299.43 $306.91 $314.59 crew
Pump rig and 3-person $345.00 $353.63 $362.47 $371.53 $380.82 crew
Chemical distribution $225.00 $230.63 $236.39 $242.30 $248.36 trailer with safety
equipment and 1-person
crew
Flatbed truck and $140.00 $143.50 $147.09 $150.76 $154.53 driver
Service truck w/auto $150.00 $153.75 $157.59 $161.53 $165.57 crane and field service
person
Service truck w/auto $195.00 $199.88 $204.87 $209.99 $215.24 crane and 2-person crew
Service truck and field $120.00 $123.00 $126.08 $129.23 $132.46 service person
Service truck and 2- $190.00 194.75 $199.62 $204.61 $209.72 person crew
Additional helpers $40.00 $41.00 $42.03 $43.08 $44.15
(each)
Control and $155.00 $158.88 $162.85 $166.92 $171.09
instrumentation
specialist
Electrician $135.00 $138.38 $141.83 $145.38 $149.01
Engineering and To be billed on a per-job basis
hydrogeology support
Shop labor $95.00 $97.38 $99.81 $102.30 $104.86
Test pump - >300 hp $272.00 $278.80 $285.77 $292.91 $300.24 engine
Test pump - <300 hp $234.00 $239.85 $245.85 $251.99 $258.29 engine
Portal to portal labor $90.00 $92.25 $94.56 $96.92 $99.34 rate
Overtime / after hours hourly surcharge rates
Surcharge for overtime / $50.00 $51.25 $52.537 $53.84 $55.19 after hours and
Saturdays*
Surcharge for Sundays $75.00 $76.88 $78.80 $80.77 $82.79 and holidays
Pricing - individual services
Item / Service Year 1 Year 2 Year 3 Year 4 Year 5
Nylon brush - $300.00 $307.50 $315.19 $323.07 $331.14
8" to 10"
Vylon brush - $450.00 $461.25 $472.78 $484.60 $496.72
2" to 14'
Nylon brush - $500.00 $512.50 $525.31 $538.45 $551.91
16" and up
Wire brush or swab $500.00 $512.50 $525.31 $538.45 $551.91 rental
Dynamic video with $1,658.00 $1,699.45 $1,741.94 $1,785.48 $1,830.12 mini camera (per DVD)
Video log service - color $1,200.00 $1,230.00 $1,260.75 $1,292.27 $1,324.58 dual camera
Hourly rates include all overhead and administration, compliance with prevailing wage/certified payroll submittal requirements (including hard copy submittals to the City's prevailing wage monitoring consultant), benefits and profit. *Overtime / after-hours / Saturdays surcharges are applicable to work completed above 8 hours per day Monday through Friday or before 7 a.m. and after 5 p.m.; and all Saturday hours.
Percent discount off of manufacturer's price list for materials and parts: 10% to 20%.
Percent discount off of General Pump Company Inc. price sheet for services and billable rates not listed above: 15%.
Minimum call out charge: $100.00.
Payment Terms: Net 30.
Exhibit C
Insurance Requirements
Contractual Services Agreement Insurance Requirements
Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
If the Contractor maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, 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 Contractor including materials, parts, or equipment furnished in , connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Contractor's insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Contractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Contractor may acquire against the City of Santa Monica by virtue of payment of any loss. 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 of Santa Monica has received a waiver of subrogation endorsement from the insurer.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors.
Self Insured Retentions
Self insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Contractor to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self insured retention may be satisfied by either the name insured or the City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Verification of Coverage
Contractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents •prior to the work beginning shall not waive the Contractor's obligation to provide them.
The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Contractor resulting from said breach.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers' Compensation insurance coverage is not required if the Contractor does not have employees. The Contractor must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.