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Contract No. 11052 (CCS)
CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Contract”), entered into as of (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and CLEAN EARTH ENVIRONMENTAL SOLUTIONS, 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.
1.1 Option to Extend. The City, in its sole and complete discretion, shall have two additional options to extend this Contract for another one year period (“Extension Term”). Option year 1 and 2 are compensated at increased based on a mutually agreeable index such as the Consumer Price Index, not to exceed 7%, and subject to budgetary approval by the City Council. The City may exercise its option by letter to the Contractor from its City Manager, and the exercise of the option shall automatically extend the term of this Agreement up through the extension period.
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 agreesto:
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.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 10/6/2020
2 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 $840,000, for the original term and all, if any, exercised renewals as set forth in ExhibitB.
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 ofreceipt.
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
Water Resources Division
2500 Michigan Ave, Bldg 1
Santa Monica, California 90404
Attention: Thomas Poon
Re: Contract No. 11052 (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. 11052 (CCS)
6.2 All notices, demands, requests or approvals toContractor:
Clean Earth Environmental Solutions,Inc.
350 Poplar Church Rd
Camp Hill, PA 17011
Attention: Legal
Re: Contract No. 11052 (CCS)
with a copy to:
Clean Earth Environmental Solutions, Inc.
2670 Executive Drive, Ste. A
Indianapolis, IN 46241
Attn: Contracts Administration
[email protected]
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 3 7. Independent Parties. Both parties to this Agreement will be acting in anindependent 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 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 all reasonable costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
10.3 In no event will either party be liable for any special, incidental, exemplary, punitive, indirect or consequential damages and lost revenues of any kind in connection with the contract.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 4 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.
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 ten (10) business 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. The notice of termination shall specify the date when this Agreement or Services terminates.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten (10) business days’ advance 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.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 5 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 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 auditreport.
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.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 6 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. 11052 (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 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. //
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DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 7 24. Survival of Provisions and Obligations. Any provision of this Agreement, which byits 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 thisAgreement.
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.
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
ABC Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 George Cardona
10/2/2020
Interim City Attorney
Clean Earth, Inc.
10/5/2020
Susan Cashion
Sales Director, SW Region
10/6/2020
Interim City Manager
Denise Anderson-Warren Lane Dilg
10/6/2020
City Clerk
Exhibit A
Scope of Services
Sewer Diversion Unit Cleaning & Waste Disposal
Provide periodic sewer diversion unit cleaning and waste disposal at various locations as required by the Wastewater Division. The scope of the work includes pumping, cleaning, and disposing of both liquid and solid wastes from various end-of-line best Management Practices (BMP) storm runoff treatment systems/units owned by the City of Santa Monica. The contractor must be able to provide a vacuum truck or super sucker truck and other equipment to clean sub-surface vaults up to 50 feet in depth and dispose of all wastes in an appropriate manner in accordance with regulations. Staff working in sewer diversion units must be certified to perform confined space entry and be able to operate with a full-face respirator. The contractor must supply approved traffic control plans and truck route permits before completing cleaning treatment units. Service will be scheduled as needed.
Locations to be serviced include, but not limited to:
• Centinela Avenue Urban Runoff Project – 90-filter Contech Stormwater filtration device array with associated vaults – located in the Mar Vista Rec Center at 11430 Woodbine Avenue, Los Angeles, CA 90066 City Yards CDS* & Fire Training Tower Oil-Water Interceptor Unit – 2500 Michigan Avenue.
• Montana Drain CDS* and Sewer Diversion Bypass System – Montana Avenue & Ocean Avenue (approximately 50 ft. depth)
• Pico-Kenter Pumping Station CDS* – Pico Blvd. on the beach • Santa Monica Pier CDS* and Sewer Diversion Bypass System – Appian Way • Wilshire Drain CDS* and Sewer Diversion Bypass System – Wilshire Boulevard & Ocean Avenue (approximately 50 ft. depth)
• Moss Avenue Pump Station Wet Well – Appian Way (approximately 50 ft. depth) * All CDS Units must be serviced by a Super Sucker Truck.
City Yards – Oil-Water Interceptor Unit Cleaning & Waste Disposal Provide oil-water interceptor unit cleaning and waste removal at various locations including four units at the City Yards facility (2500 Michigan Avenue):
• Fleet wash rack including all associated trench/ribbon drains (to be billed to Fleet Maintenance) • Unit by Fleet gas pumps (to be billed to Fleet Maintenance) • Unit by CNG pumps (to be billed to Resource Recovery & Recycling) • Wash rack in the Fire Yard (bill to RRR and Water Resources) Vacuum truck service will be scheduled as needed by the responsible division.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Emergency Response Personnel and Proper Collection of Hazardous Waste, Transportation, and Disposal
The response time for the contractor when called upon in case of an emergency is a maximum of 2 hours.
The contractor must provide to the City the emergency contact name, 24/7 emergency contact telephone number and title of emergency contact. All contractors including subcontractors responding to emergencies must have all proper certifications, licenses, and training to complete work involved in an emergency response.
The Wastewater Division requires 24/7 availability for sewer diversion unit cleaning.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Exhibit B
Budget
Contract Total NTE: $840,000 over 5 years
Sewer Diversion/Wet Well/Oil-Water Interceptor Unit Cleaning & Waste Description UOM Rate
Project Manager Hour $84.00
Project Manager, Overtime Hour $126.00
Environmental Technician Hour $77.00
Environmental Technician, Overtime Hour $115.50
Pick-Up Truck Day $125.00
Gear Truck Day $265.74
Vaccum Truck Hour $154.00
Super Sucker Hour $195.00
Roll-Off Truck Hour $145.00
Roll-Off Bin Day $18.00
De-Watering Bin Day $21.63
Tripod, Double-Winch Day $320.00
Confined Space Equipment Day $260.00
Pressure Washer Day $130.00
Roll-Off Liner Each $47.00
PPE Level D Each $36.05
PPE Level C Each $68.00
Simple Green, 1 Gallon Each $20.00
Tanker Washout Each $250.00
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 2020 Emergency Response Pricing
Item Price UOM Price OT Price Premium Price
Bio-Haz
Technician
Per Hour $ 151.00 $ 226.50 $ 302.00
Chemist Per Hour $ 115.00 $ 172.50 $ 230.00
Administrative
Support
Per Hour $ 65.00 $ 97.50 $ 130.00
Equipment
Operator/Truck
Driver/Boat
Operator
Per Hour $ 110.00 $ 165.00 $ 220.00
Foreman Per Hour $ 105.00 $ 157.50 $ 210.00
Industrial
Hygienist
Per Hour $ 195.00 $ 292.50 $ 390.00
Project Manager Per Hour $ 165.00 $ 247.50 $ 330.00
Senior Engineer Per Hour $ 145.00 $ 217.50 $ 290.00
Senior Project
Manager
Per Hour $ 195.00 $ 292.50 $ 390.00
Supervisor Per Hour $135.00 $202.50 $270.00
Technician Per Hour $95.00 $142.50 $190.00
Protective Equipment
Item Price UOM Price
Acid Gas W/ HEPA Per Changeout $ 54.00
Air Bottles - SCBA Per Changeout $ 42.00
Boot Covers Per Pair $ 17.50
Chemical Boots Per Pair $ 135.00
Full-Face Respirator Per Changeout $ 383.00
Half-Face Respirator Per Changeout $ 40.00
Haz-Mat Boots Per Pair $ 145.00
Latex Gloves Per Pair $ 2.00
Leather Gloves Per Pair $ 16.50
Level B w/ Barricade Per Changeout $ 575.00
Level B w/ Polytyvek Per Changeout $ 455.00
Level B W/ Saranex Per Changeout $ 475.00
Level C w/ Barricade Per Changeout $ 240.00
Level C w/ Polytyvek Per Changeout $ 155.00
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Level C w/ Saranex Per Changeout $ 180.00
Neoprene Gloves Per Pair $ 16.50
Nitrile Gloves Per Pair $ 18.00
Tyvek Per Each $ 25.00
Tyvek - Barricade Per Each $ 115.00
Tyvek - Polycoated Per Each $ 35.00
Tyvek - Saranex Per Each $ 55.00
Level A PPE Per Changeout $ 1,450.00
Level D Suit Per Changeout $ 55.00
Level A Suit Per Changeout $ 1,250.00
Defender Cartridge W/ HEPA Per Changeout $ 52.00
Acid Gas Cartridge Per Changeout $ 38.00
Defender Cartridge Per Changeout $ 47.00
Supplies
Item Price UOM Price
110G Overpack Each $ 395.00
15G Over Pack Each $ 115.00
275G Tote Each $ 535.00
30G Closed Head Each $ 118.00
30G Poly Overpack Each $ 118.00
55G Closed Head Metal Each $ 120.00
55G Overpack Metal Each $ 120.00
55G Closed Head Poly Each $ 120.00
55G Overpack Poly Each $ 120.00
5G Pail Each $ 29.00
85G Overpack Each $ 295.00
Biocide (G) Each $ 84.00
Cubic Yard Box Each $ 175.00
Drum Liner Each $ 9.50
Hand Tools Each $ 42.00
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Mercon-X (Mercury encapsulant) -
(G)
Each $ 200.00
Oil Dry Per Bag $ 22.00
Oil Only Boom 5"x10" Per Bundle $ 195.00
Oil Only Boom 8"x10" Per Bundle $ 290.00
Oil Only Pads Per Bundle $ 150.00
Oil Only Pillows Per Bag $ 160.00
Oil Snare on a Rope Per Bundle $ 155.00
Universal Absorbent Pads Per Bundle $ 210.00
Unknown Material ID Kit Each $ 275.00
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Equipment
Item Price UOM Price
Air Compressor (<50 CFM w/100'
hose)
Per Day $ 195.00
Air Compressor (50-100 CFM w/
100' hose)
Per Day $ 325.00
Air Compressor (>150 CFM
w/100' hose)
Per Day $ 515.00
Air Compressor Hose (per 50'
length)
Per Day $ 42.00
Basement Sump Pump Per Usage $ 70.00
Box Truck w/ liftgate Per Hour $ 130.00
Centrifugal pump (1") Per Usage $ 200.00
Centrifugal Pump (2") Per Usage $ 265.00
Chemical Transfer Hose (1") per
10' length
Per Usage $ 71.00
ER Trailer Per Hour $ 125.00
Fire Hose per 50' Per Usage $ 42.00
FRAC Tank (20k Gallons) Per Day $ 125.00
Generator (<2500 watt) Per Day $ 165.00
Generator (2500-5000 watt) Per Day $ 250.00
Manual Transfer Pump Per Usage $ 105.00
Pickup Truck Per Hour $ 55.00
Pneumatic Chemical Pump (1") Per Usage $ 500.00
Pneumatic Pump (1") Per Usage $ 125.00
Pneumatic Pump (2") Per Usage $ 235.00
Pneumatic Pump (3") Per Usage $ 280.00
Roll-Off Container (20 yd) Per Day $ 65.00
Roll-Off Truck Per Hour $ 145.00
Stake Bed Per Hour $ 83.00
Submersible Pump (1") Per Usage $ 135.00
Submersible Pump (2") Per Usage $ 155.00
Submersible Pump (3") Per Usage $ 210.00
Super Sucker Per Hour $ 300.00
Tractor / Drum Trailer Per Hour $ 130.00
Tractor w/ Flatbed Per Hour $ 130.00
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Tractor w/ Tanker Per Hour $ 145.00
Transfer Hose (1") per 10' Length Per Usage $ 25.00
Transfer Hose (2") per 10' length Per Usage $ 40.00
Transfer Hose (3") per 10' length Per Usage $ 44.00
Transfer Hose (4") per 10' length Per Usage $ 60.00
Utility Trash Pump (2") Per Usage $ 165.00
Utility Trash Pump (3") Per Usage $ 185.00
Vactor Dumper Per Hour $ 245.00
Vacuum Straight Truck Per Hour $ 145.00
Vacuum Tractor Trailer Per Hour $ 165.00
Regular & Overtime Rates
Regular Hours: first 8 hours Monday to Friday, 4:30 AM to 7:30 PM – travel time is calculated as part of hours
Overtime Hours: any hours above 8 hours Monday to Friday, 4:30 AM to 7:30 PM Premium Time Hours: any hours outside of Regular Hours and on Public Holidays Overtime and Premium Time Rates only apply to labor/employee time.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Exhibit C
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 will be provided in the form of the Additional Insureds DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 Endorsement Form 17, of the Contractor’s insurance.
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. 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: 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.
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 DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25 “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
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, mayterminate 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 DeclarationForm.
DocuSign Envelope ID: AB490EC4-53D9-474C-8198-D92CEBCDFA25