1-Final Draft Exhibit J - Insurance.pdf

Page 1 of 5 Exhibit J - Final Draft RFP 2025

EXHIBIT J

INSURANCE

This required insurance will be carried and maintained by the Company throughout the Term of this Service Agreement (and any extensions thereof), and certificates of insurance will contain a provision to the effect that the policies may not be cancelled, fail to be renewed, nor the limits decreased by endorsement without 30 days prior written notice to MMSD.

During the term of the Service Agreement, the Company will provide, pay for, and maintain the types of insurance described herein. All insurance shall be from responsible insurance companies eligible to do business in the State of Wisconsin and shall have an A.M. Best rating of A-VIII or better. All liability policies (except professional liability policies and workers’ compensation) will provide that the MMSD is a named additional insured.

Upon execution of this Service Agreement, the insurance coverage and limits required must be evidenced by properly executed certificates of insurance on ACORD forms or the forms furnished by MMSD. All certificates shall be delivered to MMSD at coi@mmsd.com. In addition, certified, true and exact copies of all insurance policies required under this Service Agreement will be made available to MMSD upon request in a timely manner for review and copying. The required policies of insurance will be construed in accordance with the laws of Wisconsin.

All certificate(s), except as to Professional Liability Insurance, shall contain the following statements:

The Milwaukee Metropolitan Sewerage District and its commissioners, directors, officers, employees, and agents are Additional Insureds. Waiver of subrogation applies and is in favor of the Milwaukee Metropolitan Sewerage District and its commissioners, directors, officers, employees, and agents. Coverage is primary and non-contributory.

Insurers will provide a 30-day notice of cancellation, nonrenewal or material change and a 10-day notice for non-payment.

If at any time MMSD requests a written statement from the insurance company(s) as to any impairments to the aggregate limit, the Company hereby agrees to promptly authorize and have such statement delivered to MMSD. The Company authorizes the MMSD to confirm all information so furnished as to the Company’s compliance with its insurance requirements with the Company’s insurance agents, brokers, surety, and insurance carriers. All insurance coverage of the Company will be primary to any insurance or self-insurance program carried by MMSD.

No work or occupancy of the Facilities will commence unless and until the required certificates of insurance are provided and in effect.

The insurance coverage and limits required of the Company under this Service Agreement are designed to meet the minimum requirements of MMSD. Such coverage and limits are not designed as a recommended insurance program for the Company. The Company alone shall be responsible for the sufficiency of its own insurance program. Should the Company mailto:coi@mmsd.com

Page 2 of 5 Exhibit J - Final Draft RFP 2025 have any question concerning its exposures to loss under this Service Agreement or the possible insurance coverage needed therefore, the Company should seek professional assistance.

Any deductibles or self-insured retentions or any scheme other than a full insured program of general liability, automobile liability, and/or workers’ compensation/employer’s liability must be declared by the Company for approval in advance by MMSD. At the option of MMSD the Company will procure a surety bond or an irrevocable letter of credit guaranteeing payment of the losses and related investigations, claim administration, and defense expenses not otherwise covered by the Company’s insurance because of deductibles or self-insurance retentions.

The Company will provide MMSD the following insurance:

(a) Worker’s Compensation and Employer’s Liability. The Company will maintain, during the Term of the Service Agreement (and any extensions thereof), Wisconsin Statutory Worker’s Compensation Insurance and Employer’s Liability Insurance in a limit not less than $1,000,000 for each occurrence, $1,000,000 aggregate disease, $1,000,000 disease each person, for all Company employees. The policy shall include the “all states” coverage to cover the Contractor against claims for injury, disease, or death of employees which for any reason, may not fall within the provisions of Wisconsin Worker’s Compensation Law. Where work under this Service Agreement includes any water or navigational exposure, coverage shall be included to cover the United States Longshore and Harbor Workers Compensation Act (USL&H) and Jones Act. Where the work under this Service Agreement includes any railroad hazards, coverage shall be included for the Federal Employer Liability Act.

In the event any class of employees engaged in work performed under the Service Agreement or at the Facilities is not protected under such insurance heretofore mentioned, the Company will provide or will cause each subcontractor to provide adequate insurance for the protection of the employees not otherwise protected.

(b) Commercial General Liability Insurance. The Company will maintain during the Term of the Service Agreement (and any extension thereof) Commercial General Liability insurance covering damages for bodily injury, property damage and personal/advertising injury arising out of any covered occurrences involving actual or alleged negligent acts or omission of the Company or any of its employees, agents, or subcontractors, with limits of no less than $1,000,000 per occurrence, including a $2,000,000 products-completed operations aggregate, and a $2,000,000 general aggregate. The policy must include a separation of insureds clause and a cross-liability clause. Coverage must be primary and non-contributory. Commercial general liability coverage shall contain no exclusions for earth movement, explosion, collapse, or underground work. The certificate of insurance must indicate that these exclusions are not in the policy. If commercial general liability coverage is written in a “claims-made” form, the Company will also provide tail coverage that extends a minimum of three years from the end of this Service Agreement.

(c) The Company will maintain during the Term of the Service Agreement (and any extension thereof) Commercial Automobile Liability Insurance covering claims for bodily injury and property damage arising from use of motor vehicles, including onsite and offsite operations, and

Page 3 of 5 Exhibit J - Final Draft RFP 2025 owned, non-owned (including Fleet vehicles owned by MMSD), or hired vehicles, with $1,000,000 combined single limits. The policy shall also include physical damage coverage equal to the actual value of the vehicle. The policy shall include a waiver of subrogation in favor of MMSD and its commissioners, directors, officers, agents, invitees and employees and their insurers. This policy shall be primary with respect to MMSD owned vehicles used by Company.

(d) Professional Liability Insurance. Company will maintain during the Term of the Service Agreement (and any extensions thereof) coverage under a Professional Liability Insurance Policy covering negligent acts, errors, or omissions in the performance of services arising from the Service Agreement (and any Amendments or extensions thereto) by the Company or other for whom the Company is legally liable. Coverage shall be provided in an amount not less than $2,000,000 for each claim and annual aggregate limit of liability. Such insurance will be maintained for a period of three years after the completion of this Service Agreement.

(e) Umbrella/Excess Liability Insurance. Company will maintain during the Term of the Service Agreement (and any extensions thereof) Umbrella/Excess Liability coverage in an amount that, when combined with the primary liability limits, will not be less than $25,000,000 per occurrence and general aggregate. Coverage shall be in excess of Commercial General Liability, Commercial Automobile, and Employer’s Liability coverages. The wording of the policy or policies shall be at least as broad as the primary or underlying policy or policies. All policies shall be endorsed to drop-down over any exhausted aggregate limits applicable to underlying policies. If coverage is written in a “claims-made” form, the Company will also provide tail coverage that extends a minimum of three year from the expiration of this Service Agreement.

(f) Unmanned Aerial Vehicle (UAV) Liability Insurance. If Company uses unmanned aerial vehicles (commonly referred to as drones) at the Facilities or in support of any aspect of the Service Agreement, Company shall obtain UAV liability insurance in the amount of not less than $1,000,000 per claim and $1,000,000 general aggregate. Such insurance will provide coverage for property damage, bodily injury or death, and invasion of privacy.

(g) Contractors Pollution Liability Insurance. Company will maintain during the Term of the Service Agreement (and any extensions thereof) Contractors Pollution Liability or an equivalent coverage extension within the general liability policy. Such insurance shall provide limits of not less than $5,000,000 per loss; $5,000,000 in the aggregate annually. This policy shall provide coverage for:

i. Bodily injury, sickness, disease, or death sustained by any person;

ii. Property damage, including physical injury to or destruction of tangible property including the resulting loss of use thereof; cleanup costs, and the loss of use of tangible property that has not been physically injured or destroyed including diminution of value and natural resources damages.

iii. Defense costs including costs, charges, and expenses incurred in the investigation, adjustment or defense of claims;

iv. Contractual liability coverage (e.g. coverage for liability assumed by the named insured under a written contract or agreement);

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v. The full scope of the named insureds operations as described within the scope of work for this Service Agreement.

vi. The policy must provide coverage for claims arising from owned and non-owned disposal sites utilized in the performance of this Service Agreement.

vii. This coverage can be provided on either claims made or occurrence-based policy form. If coverage is on a claims-made form, any retroactive date or prior acts exclusion to which such coverage is subject and must pre-date the Term of this Service Agreement.

viii. The policy must insure contractual liability and name MMSD as an Additional Insured.

ix. If coverage is written in a “claims-made” form, the Company will also provide tail coverage that extends a minimum of three years from the expiration of this Service Agreement.

The policy may not contain separate restrictions for:

i. Insured versus insured actions. However exclusions for claims made between insureds within the same economic family are acceptable.

ii. For completed operations in any coverage part of the policy for either the insured or the additional insured certificate holder.

iii. Damage to property that cannot be used or is less useful because of the operations of the insured. (Most Impaired Property exclusions are not acceptable.)

iv. Work performed by subcontractors.

“Completed operations” coverage shall be maintained through the purchase of renewal policies to protect the insured and additional insureds for at least three years after the Term of the Service Agreement. The purchase of an extended reporting period on a “claims made” policy will not be sufficient to meet the terms of this provision.

(h) Cyber Security Insurance. The Company shall maintain during the Term of the Service Agreement (and any extensions thereof) Cyber Security Insurance with a minimum combined single limit of $2,000,000 per occurrence and in the aggregate, including but not limited to coverage for:

i. Data breaches and privacy violations, including costs of notification, credit monitoring, and legal defense.

ii. Network security breaches, including ransomware attacks, denial-of-service attacks, and system intrusions.

iii. Errors and omissions related to cybersecurity services.

iv. Media liability.

v. Regulatory investigations and penalties.

vi. Business interruption due to a cyber incident.

(i) Breach of Service Agreement. Any lapse of insurance coverage required herein is declared a breach of this Service Agreement. MMSD may, at its option, suspend this Service Agreement until there is full compliance with this Exhibit J, purchase replacement insurance and withhold

Page 5 of 5 Exhibit J - Final Draft RFP 2025 retainage from the Company as set forth in Section 5.03 or terminate this Service Agreement for nonperformance. The provisions of this Exhibit J will not limit or define the provisions of any other paragraph in this Service Agreement.