HomeMy WebLinkAbout16 - Approval of Grant Agreement with Trellis InternationalQ �EwPpRT
CITY OF
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z NEWPORT BEACH
<,FORN'P City Council Staff Report
September 14, 2021
Agenda Item No. 16
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: David A. Webb, Public Works Director - 949-644-3311,
dawebb@newportbeachca.gov
PREPARED BY: Theresa Schweitzer, Public Works Finance / Administrative
Manager, tschweitzer@newportbeachca.gov
PHONE: 949-644-3335
TITLE: Approval of Grant Agreement with Trellis International
ABSTRACT:
Trellis International (Trellis), a non-profit organization, recently approached the City of
Newport Beach (City) to discuss its Community Impact Team (CIT) program wherein
current and former homeless individuals, working to re-enter stable employment and
housing, work in volunteering positions to participate in needed work projects within a
city. Through these projects, the participants develop/refine regular scheduled
attendance, direction and instruction; increase levels of work abilities; and develop other
job skills and traits needed to re-enter the job market. Through the proposed grant
agreement, the City would grant $30,000 to Trellis for providing four -person volunteer
teams, to undertake eight City -defined work projects each month over a one-year term.
Trellis would be responsible for all supervision, transportation and oversight of the
volunteers.
RECOMMENDATION:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Authorize the Public Works Director and City Clerk to execute a grant agreement with
Trellis International that provides City funding in the amount of $30,000 covering a
one-year period.
DISCUSSION:
Trellis is a 501C-3 non-profit organization located in Costa Mesa, CA, working to close
the loop with homeless and housing insecure individuals by assisting them in re-entering
the workforce and eventually returning to a self-sustaining level of employment and
thereby shelter. As part of the City's effort to identify, evaluate and work to render
assistance and aid to homeless individuals within the City in the form of connecting them
with needed medical/mental or social services, and then into housing, the next step for
these individuals is regaining or transitioning back into a stable employment position.
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Approval of Grant Agreement with Trellis International
September 14, 2021
Page 2
Understanding this, Trellis approached the City to discuss its CIT program. The CIT arm
of Trellis is an innovative program that creates voluntary service projects in partnership
with local businesses, municipalities, other non -profits, the faith community, and
community or resident groups. CIT participants volunteer to undertake projects within the
community, gaining valuable work experience and skills, while at the same time receiving
necessary basic support and assistance for their service. Trellis has been engaged in this
activity for approximately eight years in the City of Costa Mesa and works closely with the
Costa Mesa and Newport Beach Bridge Shelter. The CIT program offers a proven
pathway to employment, permanent housing, and a better life, as 65% of individuals who
have served on a team end their homelessness.
The Public Works Department is in the process of further developing a broader volunteer
program to help address ongoing, unmet needs, and increased service level demands
with limited resources. Although there is history of some volunteer efforts in the City,
primarily associated with beach and bay cleanups, there are many other areas throughout
the City that would benefit from cleanup efforts as well, such as: City parks, roadsides,
trails and open space areas. Trellis' CIT program would help address some of those
service -level gaps.
Under the grant agreement, Trellis would undertake eight or more work projects each
month for a one-year term. Trellis provides their volunteers water, snacks, transportation
to and from the work project site, and access to restroom facilities. All volunteers at the
work project site will be clearly identifiable in a Trellis team t -shirt and hat. Volunteers will
have continuous supervision and Trellis requires all volunteers to be well presented and
professional by adhering to the CIT zero -tolerance policy for objectional behavior, such
as foul language, smoking, and/or drug/alcohol use. Work projects will be conducted by
teams of three to four volunteers, including one supervising team leader. Over time, as
the program develops, other projects could be completed. Exhibit A within Attachment A,
Grant Agreement, provides examples of potential work projects that could be undertaken.
FISCAL IMPACT:
As a one-year trial program, the cost of the agreement will be covered within the Public
Works Operating Budget, through anticipated salary savings resulting from position
vacancies associated with retirements and unfilled positions. Based on the experience
with the program, additional funding may be proposed for FY 2022-23.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
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Approval of Grant Agreement with Trellis International
September 14, 2021
Page 3
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Grant Agreement
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ATTACHMENT A
GRANT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
TRELLIS INTERNATIONAL
This Grant Agreement ("Agreement") is entered into this 15th day of September,
2021 ("Effective Date"), by and between the City of Newport Beach, a California municipal
corporation and Charter City ("City"), and Trellis International, a California corporation
located at 711 W. 17th St., Suite E5, Costa Mesa, CA 92627 ("Grantee"). City and Grantee
are at times individually referred to as "Party" and collectively as "Parties" herein.
RFrITAI S
A. It is the policy of the City Council that the City's budget specifically allows the City
Council to direct revenue towards non-profit agencies, community groups,
community events, or enhancement projects with worthy projects or programs
which the City Council deems beneficial to the residents' quality of life.
B. Grantee requested a grant from the City for Voluntary Service Project Labor
("Grant Proposal").
C. The City Council determined the Grant Proposal is for a worthy project that will
benefit the City's residents' quality of life.
D. The City Council approved a grant in the amount of Thirty Thousand Dollars and
001100 ($30,000.00) ("Grant Funds") to Grantee pursuant to certain conditions
regarding expenditure, reporting, and accounting requirements.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
1.1. City awards to Grantee Grant Funds in the amount of Thirty Thousand Dollars
and 001100 ($30,000.00) as requested by Grantee in the Grant Proposal attached hereto
as Exhibit A and incorporated herein by reference, or such other amount as authorized
by the City Council.
1.2. Grant Funds shall be disbursed by City to Grantee by the 15th of each month,
in equal installments of Two -Thousand Six -Hundred Dollars and 001100 ($2,600.00) for
the first eleven (11) months of the Agreement and one (1) final payment of One -Thousand
Four -Hundred Dollars and 001100 ($1,400.00) for the final month of the Agreement.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect until September 14, 2022, unless terminated earlier as
provided herein.
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3. RESTRICTIONS ON USE OF FUNDS AND OTHER REQUIREMENTS RELATED
TO THE RECEIPT OF GRANT FUNDS
3.1. The Grant Funds are subject to the following expenditure conditions ("Approved
Uses"):
3.1.1. The Grant Funds shall be expended solely for the purposes provided
in Exhibit A;
3.1.2. The Grant Funds shall not be used for any activity that would violate
City, state or federal statutory or decisional law such as regulations affecting non-profit or
tax exempt organizations exempt from taxation pursuant to Section 501(c)(3) of the
Internal Revenue Code; and
3.2. Grantee further warrants to City that the Grant Funds will be spent solely for
the Approved Uses and the Grant Funds shall be used by Grantee during this
Agreement's term otherwise the Grant Funds shall be returned to City, as provided in
Section 5 below.
3.3. Grantee shall conduct background checks for all of its volunteers and
employees who work with minor children in relation to any project described in Grantee's
Grant Proposal. To the extent applicable, Grantee shall provide the City certification that
it has complied with this requirement prior to the receipt of Grant Funds.
4. REPORTING AND ACCOUNTING REQUIREMENTS
4.1. At all times during the term of this Agreement, Grantee shall maintain true,
proper, and complete books, records, and accounts (collectively, "Books and Records")
in which shall be entered fully and accurately all transactions taken with respect to the
operations of Grantee under the Grant Proposal and the expenditure of the Grant Funds.
Grantee shall maintain the Books and Records in accordance with Generally Accepted
Accounting Principles. Grantee shall make available to City such Books and Records
upon City's request.
4.2. If the Grantee has been audited by an independent auditor or has been the
subject of a compliance audit/examination by a grantee or regulatory agency during the
past three years, audit reports and management letters indicating compliance violations,
fraud, illegal acts, material weaknesses in internal control structure or reportable
conditions, in connection with such audits shall be delivered to the City thirty (30) days
prior to the effective date of this agreement. If no audits or events as described above
have occurred during this period, the Grantee shall provide City a written assertion that
no audits or similar examinations have occurred during the three (3) year period and an
assertion that the Grantee is not aware of any events or conditions, described above, or
other information that might reasonable impact City's decision to fund the grant as
requested.
4.3. City reserves the right to designate its own employee representative(s) or its
contracted representative(s) with a Certified Public Accounting firm who shall have the
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right to audit Grantee's accounting procedures and internal controls of Grantee's financial
systems as they relate to the Grant Proposal and to examine any cost, revenue, payment,
claim, other records or supporting documentation resulting from any items set forth in this
Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at
mutually agreed upon reasonable times and in conformance with generally accepted
auditing standards. Grantee agrees to fully cooperate with any such audit(s).
4.4. This right to audit shall extend during the length of this Agreement and for a
period of three (3) years or longer, if required by law, following the date of any Grant
Funds tendered under this Agreement. Grantee agrees to retain all necessary
records/documentation for the entire length of this audit period.
4.5. Grantee shall, upon conclusion of the event, furnish the City with a Balance
Sheet and Income Statement describing the receipt and disbursement activities of
Grantee with respect to the Grant Funds. In its sole and absolute discretion, the City may
also require Grantee to submit: (i) quarterly check registers and descriptions of each
disbursement; (ii) budget -to -actual -results; and (iii) a statement of position describing the
assets and liabilities associated with the Grant event. All reports, including a post -event
evaluation, shall be due to the City no later than forty-five (45) days following the
conclusion of the event. In the event that an independent audit is conducted, Grantee
shall forward a copy of the audited report to the City for review, including any Management
Letter, Report on Internal Controls, or Reportable Conditions letter generated during the
course of the audit.
4.6. Grantee agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including budget -
to -actual -comparisons.
4.7. All Approved Uses shall be performed by Grantee or under Grantee's
supervision. Grantee represents that it possesses the professional and technical skills
required to perform the services required by this Agreement, and that it will perform all
services with a standard of care and in a manner commensurate with the community
professional standards and with the ordinary degree of skill and care that would be used
by other reasonably competent practitioners of the same discipline under similar
circumstances.
4.8. If Grantee has supported Political Action Committees(s) (PACs) during the past
three (3) years, the Grantee shall hire an independent auditor to perform limited, agreed-
upon testwork procedures to provide City assurance that City sponsored event profits did
not subsidize the funding of Political Action Committees (PACs) and event proceeds were
adequately segregated from funds used to support PACs. Agreed upon procedures may
include a review of a detail list of the past three (3) years of PAC contributions and
expenditures, including:
a. An identifying donor number, date and amount of each reported
contribution; and
b. A detail of expenditures sufficient enough to determine that the
expenditures were solely for PAC -related expenses; and
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c. Any retained earnings or fund balance at the end of each fiscal year.
Substantive documentation for the contribution and expenditure should be available upon
request. City shall approve the agreed-upon test work procedures prior to the
commencement of fieldwork.
5. USE OF GRANT FUNDS
5.1. The Grant Funds shall be used solely by Grantee for the Approved Uses and
for no other use. In the event that the Grant Funds are not used for the Approved Uses
or are not expended by or before September 14, 2022, Grantee shall notify the City in
writing, and shall be obligated to return the Grant Funds to City within thirty (30) days.
5.2. The City's grant contribution shall only be used for non-sectarian purposes.
Grantees shall not use the City's grant contribution, or any portion thereof, for any purpose
that violates local, state, or federal law, including, but not limited to, the Establishment
Clause.
6. INDEMNIFICATION
6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers, and
employees (collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a "Claim", collectively, "Claims"), which may arise from or in any manner relate (directly
or indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or
omissions of Grantee, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them) and/or if it is subsequently determined
that an employee of Consultant is not an independent contractor.
6.2. Notwithstanding the foregoing, nothing herein shall be construed to require
Grantee to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorney's fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Grantee.
7. GRANTEE INDEPENDENCE
In the performance of this Agreement, the Grantee, and the agents and employees of
Grantee, shall act in an independent capacity and are not officers, employees or agents
of the City. The manner and means of performing the Approved Uses are under the
control of Grantee, except to the extent they are limited by statute, rule or regulation and
Trellis International Page 4
16-7
the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to
constitute approval for Grantee or any of Grantee's employees or agents, to be the agents
or employees of City. Grantee shall have the responsibility for and control over the means
of performing the Approved Uses, provided that Grantee is in compliance with the terms
of this Agreement. Anything in this Agreement that may appear to give City the right to
direct Grantee as to the details of the performance or to exercise a measure of control
over Grantee shall mean only that Grantee shall follow the desires of City with respect to
the results of the Approved Uses.
8. PROHIBITION AGAINST TRANSFERS
Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of the
services to be performed under this Agreement, directly or indirectly, by operation of law
or otherwise without prior written consent of City. Any attempt to do so without written
consent of City shall be null and void.
9. INSURANCE
Without limiting Grantee's indemnification of City, and prior to commencement of Work,
Grantee shall obtain, provide and maintain at its own expense during the term of this
Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit B, and incorporated herein by reference.
10. NOTICES
10.1. All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first class mail, addressed as hereinafter provided.
10.2. All notices, demands, requests or approvals from Grantee to City shall be
addressed to the City at:
Attn: Public Works Director
City of Newport Beach
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658-8915
10.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at-
Attn: Isabel Carpenter
Trellis International
711 W. 171h St., Suite E5
Costa Mesa, CA 92627
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11. TERMINATION
11.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses
to perform any duty required by the Agreement or performs in a manner inconsistent with
the terms, conditions and restrictions in this Agreement. In such event, City shall give
Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall
be entitled to terminate this Agreement if Grantee has not cured the default within the
thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement
if the default cannot be cured through corrective action. If terminated for cause, Grant
Funds shall be returned to the City pursuant to Section 5. This Agreement is made on an
annual basis, and as such is subject to non -renewal at its termination.
11.2. Termination without Cause. City may terminate this Agreement at any time
with or without cause upon seven (7) days written notice to Grantee, any remaining Grant
Funds in Grantee's possession at the time of termination shall be returned to City
pursuant to Section 5.
11.3. Specific Performance. Grantee agrees that the City has the legal right, and all
necessary conditions have been satisfied, to specifically enforce Grantee's obligations
pursuant to this Agreement.
12. STANDARD PROVISIONS
12.1. Recitals. City and Grantee acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
12.2. Compliance With all Laws. Grantee shall at its own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental entities,
including federal, state, county or municipal, whether now in force or hereinafter enacted.
12.3. Waiver. A waiver by either Party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
12.4. Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
12.5. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Grant Proposal or any other
attachments attached hereto, the terms of this Agreement shall govern.
12.6. Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of the Agreement or any other rule of construction which
might otherwise apply.
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12.7. Amendments. This Agreement may be modified or amended only by a written
document executed
Attorney.
by both Grantee and City and approved as to form by the City
12.8. Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
12.9. Controlling Law And Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
12.10. Equal Opportunity Employment. Grantee represents that it is an equal
opportunity employer and it shall not discriminate against any contractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age or any other impermissible basis under law.
12.11. No Attorney's Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorney's fees.
12.12. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: �(&l7'jZL
By: '�'DT
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Attachment: Exhibit A: Grant Proposal
Exhibit B: Insurance Requirements
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
M
David A. Webb
Public Works Director
GRANTEE: Trellis International, a
California corporation
Date-
By-
Ian
ate:By:Ian Stevenson
Chief Executive Officer
Date:
Rachel Maxfield
Treasurer
[END OF SIGNATURES]
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Exhibit A
Grant Proposal
Trellis International
Page A-1
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Exhibit A
Trellis International Requirements for Participants and Work Project Tiers
In general, Trellis International requires all volunteers, regardless of Tier, to be sober, with moderate -
to -excellent level of cleanliness, wear a Trellis Team T-shirt and hat, and adhere to the Community
Impact Team (CIT) zero -tolerance policy for foul language or other objectional behavior, such as
smoking on-site, and/or drug/alcohol use.
Trellis International proposes that, as a recipient of the grant, that it will complete a minimum of 8 -or
more work projects in Newport Beach each month. In performing volunteer work, Trellis International,
recognizes that the City does not have public restrooms at all locations where volunteer projects are
being performed and will provide restroom facilities or transport volunteers to restroom facilities, as
needed.
Work project examples shown below.
Tier One
Participant Profile
Examples of Potential Work Projects
New to program or reliability untested
Trash and debris pick-up in public areas
Requires oversight and direction
Vegetation trim and cut back
Suitable for low -stress projects
Vegetation cleanup and removal
Low level of interaction with public
Sweeping, raking public areas
Eager to advance
Other suitable projects
Tier Two
Participant Profile
Examples of Potential Work Projects
Moderate to high level of reliability
Bay or Beach clean-up
Good team member/potential leader
Tree/Bush planting
Commitment to the project, CIT and the
Moderate traffic area clean-up such as Trails,
City
Parking Lots, Piers and Docks, CdM, etc.
Eager to advance
Clean Park BBQs, Picnic areas
Graffiti/Sticker removal,
Clean stains/gum/etc. from hardscape and other
amenities
Sweeping, raking, washing public areas
Low exposure arterial trash clean-up walk
Tier Three
Participant Profile
Examples of Potential Work Projects
Team Leader
High population area clean-up
High level of responsibility
School perimeter clean-up
Requires little oversight. Self-starter
Miscellaneous Waste disposal and clean-up
Exemplary appearance and behavior
Graffiti/Sticker removal,
Eager to advance
Clean stains/gum/etc. from hardscape and other
amenities
Sweeping, raking, washing public areas
High exposure arterial trash cleanup walk
Tier Four
Participant Profile
Examples of Potential Work Projects
Proven Team Leader
High -exposure area maintenance
Committed to personal advancement
Semi -challenging projects
High level of trust and reliability
Painting projects
Minor repair work to public amenities
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EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Consultant's indemnification of City,
and prior to commencement of Work, Grantee shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Grantee agrees to provide insurance in accordance with requirements
set forth here. If Grantee uses existing coverage to comply and that coverage
does not meet these requirements, Grantee agrees to amend, supplement or
endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Grantee shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Grantee shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Grantee shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under
an insured contract (including the tort liability of another assumed in a
business contract).
C. Automobile Liability Insurance. Grantee shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Grantee
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or
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4.
5
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers and employees or shall specifically allow Grantee or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Grantee hereby waives its
own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to
provide that City, its City Council, boards and commissions, officers,
agents, volunteers and employees shall be included as insureds under
such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or
self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which
ten (10) calendar days' notice is required) or nonrenewal of coverage for
each required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Grantee shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage.
Insurance certificates and endorsement must be approved by City's Risk
Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of
this Agreement. The certificates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. At least fifteen (15) days prior to the expiration
of any such policy, evidence of insurance showing that such insurance
coverage has been renewed or extended shall be filed with the City. If
such coverage is cancelled or reduced, Grantee shall, within ten (10)
days after receipt of written notice of such cancellation or reduction of
coverage, file with the City evidence of insurance showing that the
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required insurance has been reinstated or has been provided through
another insurance company or companies. City reserves the right to
require complete, certified copies of all required insurance policies, at
any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Grantee sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Grantee, City and Grantee may renegotiate Grantee's
compensation.
C. Right to Review Subcontracts. Grantee agrees that upon request, all
agreements with subcontractors or others with whom Grantee enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Grantee shall require and verify that
all subcontractors maintain insurance meeting all the requirements
stated herein, and Grantee shall ensure that City is an additional insured
on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Grantee acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Grantee of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Grantee maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Grantee. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be
available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared
to and approved by City. City reserves the right to require that self-
insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Grantee or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
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have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Grantee's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City
shall, at City's sole option, be deducted from amounts payable to
Grantee or reimbursed by Grantee upon demand.
H. Timely Notice of Claims. Grantee shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Grantee's performance under this Agreement, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Grantee's Insurance. Grantee shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and
prosecution of the Work.
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