Agreement No. 11478 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Fleming Environmental, 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 Agreement.
C. The City and Contractor now desire to enter into an agreement for Contractor to provide professional services to the City.
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 October 31, 2028, 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 $531,000, 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. ,"1
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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, 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:
City of Santa Monica
Facilities Maintenance
2500 Michigan Ave., Bldg. $
Santa Monica, California 90404
Attention: Kayla Johnson
Re: Agreement No. CT 11478
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. CT 11478
6.2 All notices, demands, requests or approvals to Contractor:
Fleming Environmental, Inc.
1372 E. Valencia Dr.
Fullerton, CA 92831
Attention: Terry Fleming
Re: Agreement No. CT 11478
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 Agreement. 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 ,"1
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Contractor’s agents, representatives, employees or subconsultants for the duration of this Agreement. Contractor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to Contractor’s Services produced under this Agreement, 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 acts, 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.
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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.
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.
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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 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. 11478 (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.
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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 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. //
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25. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.
Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
26. Exhibits. The following exhibits are incorporated by reference into this Agreement 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.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
Contractor Corporation
#VENDOR
By: ________________________________
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Exhibit A
Scope of Services
Contractor must have knowledge of underground tank systems, regulatory compliance, and training experience for purposes of satisfying Designated Operator (DO) requirements.
FACILITY INFORMATION
FIRE STATIONS #1, 2, 3, 5:
The City operates four Fire Stations. Fire Stations #1, 3 and 5 dispense both unleaded and diesel fuels.
Fire Station #2 dispenses only diesel fuel. With the exception of FS#1, all locations have emergency generators fueled by the underground storage tank operating under current permits issued by the SCAQMD. FS#1 is an above ground storage tank system. Fire personnel operate in three shifts. Fuel dispensing is limited, but not exclusive, to Fire fleet. The tank and piping at all locations is doublewalled and monitored by Veeder-Root electronic monitoring equipment. Fire Stations #1 and #5 are equipped with Healy Phase II Enhanced Vapor Recovery (EVR) equipment and Fire Station #3 is equipped with VST EVR equipment, specifically the Veeder-Root Vapor Polisher. These stations are not subject to In-Station Diagnostics (ISD). FS#1 will only require monthly DO inspections, structural inspection (5 year) and tank tightness (10 year).
BIG BLUE BUS:
The City of Santa Monica is home to the Big Blue Bus (BBB) which includes Transit Maintenance.
There is one 12,000 unleaded fuel tank which receives fuel approximately twice per month. Unleaded fuel dispensing is open to all City vehicles and equipment is located outside the BBB yard at the corner of 5th Street and Olympic Boulevard. In addition, another dispenser is located inside the BBB yard with limited dispensing activity. The tanks and piping are double-walled and monitored with VeederRoot electronic monitoring equipment. The BBB is equipped with Phase II EVR equipment, specifically the Veeder-Root Vapor Polisher with wireless components and without ISD. In addition, the BBB also has a vapor condensate trap subject to annual testing located in a sump with an approximate depth of 8 feet.
PUBLIC SAFETY FACILITY:
The underground tank at the Public Safety Facility (PSF) is used strictly for three emergency generators.
The tank and piping are double-walled and are currently monitored with Veeder Root TLS + VR remote gateway electronic monitoring equipment located on the exterior of Public Safety building adjacent to the generators. This equipment has been updated in January 2023.
AEROPLEX:
The underground storage tank located at the Santa Monica Airport is owned by the City of Santa Monica and operated through a lease agreement with Aeroplex. This leasehold is designated as a fixed base operation facility providing aircraft fueling. The tank and piping are double-walled and monitored with Veeder-Root electronic monitoring equipment and a mechanical line leak detector. This facility is not subject to Phase II EVR upgrades but is equipped with necessary Phase I equipment. ,"1
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SCOPE OF WORK
A. Annual Certification of Monitoring Equipment (including testing of spill buckets) All monitoring equipment used to satisfy permit requirements for the operation of the tank system shall be certified for operability, proper operating condition, and proper calibration. Persons performing annual certification shall meet all of the following requirements:
Possess, or be employed by a person who possesses a current Class “A” General Engineering Contractor License or C-61 (D40) Limited Specialty Service Station Equipment and Maintenance Contractor License issued by the Contractors State License Board prior to January 18, 2001. x Be trained and certified by the manufacturer of the monitoring / testing equipment and be recertified by the manufacturer by completion of a manufacturers refresher course. Additionally, this certification shall be renewed at the time interval recommended by the manufacturer, or every 36 months, whichever is shorter.
x Possess a current certificate from the International Code Council (ICC) indicating he/she has passed the California UST Service Technician exam.
x Possess a current City of Santa Monica Business License at time of testing/service.
The enclosed “Monitoring System Certification” (Exhibit 1) and “Spill Bucket Testing Report Form” (Exhibit 2) created by the State Water Resources Control Board shall be used to document all certification activity. In addition, the manufacturer’s checklist for certification of line leak detectors including pertinent test data such as line resiliency, operating pressure, and bleed-back shall be required for those facilities with mechanical line leak detectors. Please be advised that no other report formats will be accepted.
Monitoring certifications shall be coordinated with the annual on-site inspection of the tank system with a representative from the SMFD. Contractor shall be expected to perform limited maintenance/repair services at the time of inspection to ensure satisfactory completion of the certification where reasonable to include, but not limited to, replacement of battery, sensor, relay, caps, etc. at an additional cost for time and materials.
B. Vapor Recovery Performance Testing
The contractor shall conduct all applicable reverification tests in accordance with the test methods specified in SCAQMD Rule 461-Gasoline Transfer and Dispensing, to verify the proper operation of the vapor recovery system, including triannual test of the P/V Vent Valves, when required. Please note that vapor recovery systems have been upgraded with Phase II Enhanced Vapor Recovery. The technician conducting the test shall provide required notification to the SCAQMD, obtain a confirmation number prior to testing, and submit final test reports demonstrating compliance to the SCAQMD in addition to the SMFD and Water Resources Division. The tester must have successfully completed the SCAQMD’s Tester Orientation class and the International Code Council (ICC) Vapor Recovery System Testing certification. Contractor shall be expected to perform limited maintenance/repair services to ensure satisfactory completion of the performance test where reasonable. This includes, but is not limited to, replacement of vent caps, fill/vapor caps, hoses, nozzles, etc., at an additional cost for time and materials. Pricing shall include use of confined space entry equipment and any equipment needed to access vent lines (e.g. boom lift), if necessary. ,"1
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C. Secondary Containment Testing
Periodic testing of secondary containment systems is intended to provide greater assurance that doublewalled tank systems are performing as designed and capable of capturing and containing any leaks from the primary containment. The selected contractor shall be required to submit a Work Plan in accordance with the enclosed guidelines (Exhibit 3) for approval by the SMFD for secondary containment testing at each location prior to proceeding with testing by the testing anniversary date.
Selected contractor shall be expected to provide limited same-day maintenance/repair services to ensure satisfactory completion of the test where reasonable and include test boots at an additional cost for time and materials. Test results shall provide sufficient detail documenting any failures and/or necessary repairs and shall be reported on the Secondary Containment Testing Report Form (Exhibit 4). Selected contractor shall be expected to provide cost estimates for any repairs of failed components identified through testing. In addition to testing, the scope of work shall include cleaning of all sumps, under dispenser containment, transition boxes, and spill buckets, provide detailed map of components subject to testing, and labeling of on-site components.
D. Designated Operator Services
Contractor shall be responsible for performing Designated Operator services at least once every 30 days for onsite visual inspections of all underground storage tank systems at each City facility. The city of Santa Monica is 8.3 square miles and it is anticipated that all facilities would be inspected in one day.
The results of each inspection shall be recorded on the Underground Storage Tanks Designated UST Operator Visual Inspection Report (UN-111). The inspection report created by the State Water Resources Control Board has been revised for City Facilities (Exhibit 5) to include the following:
x Components where an alarm has occurred in the past month must be visually inspected regardless of the existence of a service record (including fill and piping containment sumps, transition sumps, vent boxes, and annular space).
x Rubber gaskets for fill and vapor recovery fill caps and covers shall be inspected and replaced when necessary.
x Power, warning, and alarm bulbs shall be inspected and replaced when necessary. x Boots and hoses shall be visually inspected for tears. x A spare roll of paper shall be left at each location, if necessary. x Facility employee training in the proper operation and maintenance of the underground storage tank system shall be conducted a minimum of twice per year at the BBB, Public Safety Facility, and Aeroplex. Facility employee training shall be conducted a minimum of three times at the each of the Fire Stations to accommodate the established shift schedule. x Possess current ICC certificate indicating he/she has passed the California UST System Operator exam.
x Possess a Level 1 Veeder-Root certification.
x A copy of the monthly inspection report shall be left on site with the Tank Operator and a copy shall be provided to the Water Resources Protection Program within 72 hours of performing the inspection.
x Monthly visits shall be coordinated with City staff prior to performing inspections. ,"1
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E. General Maintenance and Repair
Contractor shall be responsible for performing general maintenance and repair on all tank systems.
The contractor shall be required to have proper certifications for general maintenance and repair to include ICC Certification for both Service Technician and Installer, Vapor Recovery System Installation and Repair, and various equipment as detailed on Exhibit 1. It is important to note that any modifications/repairs made to the tank system outside of the monitoring certification is subject to additional permitting by the SMFD. You are required to obtain permit authorization prior to any onsite activity from the SMFD. Written documentation detailing the condition resulting in the repair/replacement; scope of work; identification of primary technician with appropriate certifications and other on-site personnel (NOTE: if work involves entry into a sump at least 2 persons must be onsite); proposed date / time for on-site activity (non-emergency maintenance/repair shall be scheduled between Monday-Thursday); as a follow-up, provide work order documenting completed activity. If the scope of work involves any components subject to a monitoring certification, an abbreviated monitoring certification will be required. A representative from the SMFD may arrive at any time to confirm compliance with the scope of work. Depending on the scope of work, an on-site inspection may be required after the work is completed if not coordinated as part of your service call.
CONDITIONS AND REQUIREMENTS
In preparing your costs for the various activities, please be aware of the following conditions to be imposed on the contractor:
x Separate invoices shall be required for each facility and for each activity. x Labor, travel, and mileage shall be included in the cost for all scheduled activity including monitoring system certification (including line leak detectors), vapor recovery performance testing, secondary containment testing, and Designated Operator visits. x General Maintenance and Repair shall be billed at an hourly rate. In only extreme and preapproved cases will overtime be paid. (NOTE: Please ensure that your response time reflects straight time only).
x Permit authorization from the SMFD is required for all modifications/repairs made to the tank system outside of the monitoring certification, e.g. sensor replacement, as detailed in Section E.
x Travel costs associated with General Maintenance and Repair shall not exceed a total of 3 hours (round trip) for one technician. Any minimum service time shall include travel. x Costs shall not include disposal of any waste that may be generated on-site. x Costs shall include use of confined space entry equipment for secondary containment testing. x Designated Operator visits shall be coordinated in advance with City Staff. x Monitoring system certification shall include annual spill bucket test (visual) for both spill and vapor recovery, where applicable.
x The technician providing Designated Operator services may be employed by the same contractor providing other services but shall not act as the primary technician for other activities.
x The City has no objection to combining services provided by other service providers under your contract. Please identify all activities to be performed by subcontractor(s) and document subcontractor’s requirement per this Bid.
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CERTIFICATIONS LICENSES AND TRAINING REQUIREMENTS
Contractor shall possess the required certifications, licenses, and training described in the Scope of Work for the bid categories being submitted. In addition, Designated Operators shall possess a current certificate issued by the International Code Council (ICC) indicating he or she has passed the California UST System Operator exam.
Any individual performing the work of a service technician must meet all of the following requirements:
(1) Possess or be employed by a person who possesses a current Class "A" General Engineering Contractor License or a C-61 (D40) Limited Specialty Service Station Equipment and Maintenance Contractor License issued prior to January 18, 2001 by the Contractors State License Board, as applicable.
(2) Be trained and certified by the manufacturer of the equipment as follows: (A) For service technicians conducting secondary containment testing, this training and certification may be obtained through the developer of the testing equipment or test method being used, or through the manufacturer of the secondary containment system being tested, as applicable. (B) For service technicians performing work on monitoring equipment, training and certification shall be obtained from the manufacturer of the monitoring equipment. (3) Renew all training and certifications issued by the manufacturer, through completion of a manufacturer's refresher course, at the time interval recommended by the manufacturer, or every 36 months, whichever is shorter.
(4) Possess or work under the direct and personal supervision of an individual physically present at the work site who possesses a current certificate from the International Code Council (ICC), indicating he or she has passed the California UST Service Technician exam.
In addition, confined space training certifications are required for employees performing confined space entry work.
CONTRACTOR’S LICENSE
Contractor must possess the following California contractor’s license at the time the bid is submitted:
Class "A" General Engineering Contractor License or a C-61 (D40) Limited Specialty Service Station Equipment and Maintenance Contractor License
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EXHIBIT B
BUDGET
Description Unit Cost
Aeroplex – Monitoring System Certification 1 Lump Sum $ 1,500.00 Aeroplex – Vapor Recovery Performance Testing 1 Lump Sum $ 900.00 Aeroplex – Secondary Containment Testing 1 Lump Sum $ 3,000.00 Aeroplex – Designated Operator Monthly Rate (includes two training sessions)
1 Lump Sum $ 300.00
Fire Station #1 – Monitoring System Certification 1 Lump Sum $ No Bid Fire Station #1 – Vapor Recovery Performance Testing 1 Lump Sum $ 1100 Fire Station #1 – Secondary Containment Testing 1 Lump Sum $ No Bid Fire Station #1 – Designated Operator Monthly Rate (includes three training sessions)
1 Lump Sum $ 300
Fire Station #1 – Monthly Monitoring (AST) 1 Lump Sum $ 300 Fire Station #2 – Monitoring System Certification 1 Lump Sum $ 1500 Fire Station #2 – Secondary Containment Testing 1 Lump Sum $ 2500 Fire Station #2 – Designated Operator Monthly Rate (includes three training sessions)
1 Lump Sum $ 300
Fire Station #3 – Monitoring Performance Testing 1 Lump Sum $ 1500 Fire Station #3 – Vapor Recovery Performance Testing 1 Lump Sum $ No Bid Fire Station #3 – Secondary Containment Testing 1 Lump Sum $ 3000 Fire Station #3 – Designated Operator Monthly Rate (includes three training sessions)
1 Lump Sum $ 300
Fire Station #5 – Monitoring System Certification 1 Lump Sum $ 1500 Fire Station #5 – Vapor Recovery Performance Testing 1 Lump Sum $ 900 Fire Station #5 – Secondary Containment Testing 1 Lump Sum $ 3000 Fire Station #5 – Designated Operator Monthly Rate (includes three training sessions)
1 Lump Sum $ 300
Public Safety Facility – Monitoring System Certification 1 Lump Sum $ 1500 Public Safety Facility – Secondary Containment Testing 1 Lump Sum $ 3000 Public Safety Facility – Designated Operator Monthly Rate (includes two training sessions)
1 Lump Sum $ 300
Big Blue Bus – Monitoring Performance Testing 1 Lump Sum $ 1500 Big Blue Bus – Certification of Line Leak Detectors 1 Lump Sum $ 150 Big Blue Bus – Vapor Recovery Performance Testing 1 Lump Sum $ 1,500.00 Big Blue Bus – Secondary Containment Testing 1 Lump Sum $ 3,000.00 Big Blue Bus – Designated Operator Monthly Rate (includes two training sessions)
1 Lump Sum $ 300.00
Year 2 Escalation 3%
Year 3 Escalation 3%
Year 4 Escalation 3%
Year 5 Escalation 3%
Total NTE: $531,000
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1 Exhibit C
Environmental Consultants/Contractors Insurance Requirements Consultant/Contractor (hereinafter referred to as “Consultant”) 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 Consultant, 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 Consultant 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).
4. Professional Liability: Insurance appropriate to the Consultant’s profession with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
5. Pollution Liability: Insurance appropriate to the work being performed under this Agreement, with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and 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
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2 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 Consultant 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 Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices 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 Consultant’s insurance and shall not contribute with it. c. Transportation Pollution Liability: The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by the Consultant pursuant to this Agreement. This coverage may also be provided through the Pollution Liability policy. d. 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.
e. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant 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 Consultant 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 ,"1
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3 provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or 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.
Claims Made Policies
1. If the Professional Liability or Pollution Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant 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 Consultant’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 Consultant, 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 Consultant resulting from said breach.
Subcontractors
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4 Consultant 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 Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
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