Exhibit_A.pdf

Insurance Requirements for Contractors Exhibit A

EXHIBIT A

COUNTY OF SACRAMENTO

INSURANCE REQUIREMENTS FOR BUSINESS SERVICES, VENDORS,

OR CONSULTING FIRMS; WITH OPTIONAL COVERAGES INCLUDED

(CYBER LIABILITY, PROFESSIONAL LIABILITY)

1.0. INSURANCE REQUIREMENTS

1.1. CONTRACTOR shall procure, maintain, and keep in force at all times during the term of the Contract, at CONTRACTOR’s sole expense, the following minimum required insurance policies and limits which are intended for the protection of COUNTY and the public. CONTRACTOR’s obligations for loss or damage arising out of CONTRACTOR’s work or services are in no way limited by the types or amounts of insurance set forth herein. In specifying minimum insurance requirements herein, COUNTY does not assert that the required minimum insurance is adequate to protect CONTRACTOR. CONTRACTOR is solely responsible to inform itself of the types and amounts of insurance it may need beyond these requirements to protect itself from loss, damage or liability. It is the sole responsibility of CONTRACTOR to notify its insurance advisor or insurance carrier(s) regarding coverage, limits and forms specified in this Insurance

Requirements Exhibit.

1.2. COUNTY reserves the right to modify the required minimum insurance coverages and limits depending on the scope and hazards of the work or services to be provided. COUNTY’s requirements shall be reasonable but shall be imposed to assure protection from and against the kind and extent of risks that exist at the time a change in insurance is required. Any claim by CONTRACTOR that

COUNTY’s insurance changes result in higher costs will be subject to review and approval by COUNTY, whose approval will not be unreasonably withheld.

1.3. Where a specific Insurance Services Office (ISO) form is referenced in these Requirements or the CONTRACTOR utilizes “a form or policy language as broad in scope and coverage” to satisfy the insurance requirements required herein, CONTRACTOR shall use the most recently approved State edition or revision of the form(s) or policy language to satisfy the insurance requirements.

2.0. Verification of Coverage

2.1. CONTRACTOR shall furnish COUNTY with original certificates and copies of required endorsements, or original certificates and copies of the applicable insurance policy language effecting coverage required by this Exhibit; or a combination thereof.

2.2. COUNTY reserves the right to require that CONTRACTOR also provide a copy of the declarations page and a copy of the schedule of forms and endorsements of each policy of insurance required herein. COUNTY further reserves the right to require that CONTRACTOR, through its broker, provide explanatory memoranda regarding coverages, endorsements, policy language, or limits as required herein. All required verifications of coverage are to be received and accepted by COUNTY before work or services commence. However, failure to obtain the required documents prior to the work beginning shall not waive

CONTRACTOR’s obligation to provide them.

2.3. COUNTY reserves the right to require complete copies of all required insurance policies, including endorsements, required by this Exhibit, at any time and with reasonable notice.

2.4. If CONTRACTOR utilizes proprietary coverage forms or endorsements, CONTRACTOR has the option of having its broker provide explanatory memoranda confirming coverage and limits as required herein.

3.0. Minimum Scope of Insurance and Limits

CONTRACTOR’s coverage shall include the following:

3.1. GENERAL LIABILITY: Commercial General Liability insurance including, but not limited to, protection for claims of bodily injury and property damage, personal and advertising injury, contractual, and products and completed operations. Coverage shall be at least as broad as “Insurance Services Office

(ISO) Commercial General Liability Coverage Form CG 0001” (Occurrence

Form) or a form as broad in scope and coverage. The limits of liability shall be not less than:

Each Occurrence Two Million Dollars ($2,000,000)

Personal & Advertising Injury One Million Dollars ($1,000,000)

Products and Completed Two Million Dollars ($2,000,000)

Operations Aggregate

General Aggregate Two Million Dollars ($2,000,000)

3.2. AUTOMOBILE LIABILITY: Automobile Liability insurance providing protection for bodily injury and property damage arising out of ownership, operation, maintenance, or use of owned, hired, and non-owned automobiles.

Coverage shall be at least as broad as ISO Business Auto Coverage Form CA

0001 (or a form or policy language as broad in scope and coverage), symbol 1

(any auto), if commercially available. Use of any symbols other than symbol 1 for liability for corporate/business owned vehicles must be declared to and accepted by COUNTY in writing. If there are no owned or leased vehicles, symbols 8 and 9 for non-owned and hired autos shall apply. The minimum limits of liability shall not be less than the following for each accident:

Corporate/Business Owned

Private Passenger Vehicles

One Million Dollars ($1,000,000)

Commercial Vehicles

One Million Dollars ($1,000,000)

3.2.1. If there are no corporate/business owned vehicles covered by a

Commercial Auto Policy, then personal automobile insurance requirements apply to any individually owned personal vehicles used by CONTRACTOR for work or services being provided.

3.2.2. The personal automobile liability limits shall not be less than:

$300,000 Combined Single Limit or, if split limits are used, $100,000 per person, $300,000 each accident, $100,000 property damage.

3.3. WORKERS’ COMPENSATION: Workers' Compensation insurance, with coverage as required by the State of California (unless the CONTRACTOR is a qualified self-insurer with the State of California), and Employers’ Liability coverage. The limits of Employers’ Liability shall not be less than:

Each Accident One Million Dollars ($1,000,000)

Disease Each Employee One Million Dollars ($1,000,000)

Disease Policy Limit One Million Dollars ($1,000,000)

3.3.1. The Workers’ Compensation policy required herein shall be endorsed to state that the Workers’ Compensation carrier waives its right of subrogation against COUNTY, its governing Board, officers, directors, officials, employees, and authorized agents and volunteers. In the event

CONTRACTOR is self-insured, CONTRACTOR shall furnish a Certificate of

Permission to Self-Insure by the Department of Industrial Relations

Administration of Self-Insurance, Sacramento. CONTRACTOR hereby agrees that it waives its right of subrogation against COUNTY, its governing

Board, officers, directors, officials, employees, and authorized agents and volunteers in the event a Workers’ Compensation claim is filed by

CONTRACTOR under any self-insured program.

3.3.2. If CONTRACTOR does not have any statutory employees, then

Sections 3.3 and 3.3.3 do not apply. If CONTRACTOR hires employees during the term of the Agreement, then CONTRACTOR must comply with

Sections 3.3 and 3.3.1.

3.4. UMBRELLA or Excess Liability policies: CONTRACTOR is granted the option of arranging the required coverages and limits under a single policy or by a combination of underlying policies with the balance provided by an Excess or

Umbrella liability policy equal to the total Per Occurrence and Aggregate limits required on the Commercial General Liability policy and the Combined Single

Limit on the Commercial Automobile Liability policy.

3.5. CYBER LIABILITY INCLUDING ERRORS AND OMISSIONS, IDENTITY

THEFT, INFORMATION SECURITY and PRIVACY INJURY LIABILITY

3.5.1. The minimum limits shall be not less than $1,000,000 per claim or incident and $1,000,000 aggregate. Coverage shall include but is not limited to:

3.5.2. Third party injury or damage (including loss or corruption of data) arising from a negligent act, error or omission or a data breach.

3.5.3. Defense, indemnity and legal costs associated with regulatory breach

(including HIPAA), negligence or breach of contract.

3.5.4. Administrative expenses for forensic expenses and legal services.

3.5.5. Crisis management expenses for printing, advertising, mailing of materials and travel costs of crisis management firm, including notification expenses.

3.5.6. Identity event service expenses for identity theft education, assistance, credit file monitoring to mitigate effects of personal identity event, post event services.

3.6. Omitted

3.7. PROFESSIONAL LIABILITY: Errors and Omissions (E&O) Liability insurance appropriate to the CONTRACTOR's profession or services.

3.7.1. The minimum limits shall be not less than $2,000,000 per claim and aggregate.

3.8. If Professional Liability with Technology Errors and Omissions or

Professional Liability coverage is written on a Claims Made form:

3.8.1. The "Retro Date" must be shown, and must be on or before the date of the Agreement or the beginning of Agreement performance by

CONTRACTOR.

3.8.2. Insurance must be maintained and evidence of insurance must be provided for at least one (1) year after completion of the Agreement.

3.8.3. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a "Retro Date" prior to the contract effective date, the CONTRACTOR must purchase "extended reporting" coverage for a minimum of one (1) year after completion of the

Agreement.

3.9. Omitted

4.0. Specific Insurance Requirements Related to Commercial General

Liability Policies

CONTRACTOR’s Commercial General Liability policy shall contain the following provisions:

4.1. COUNTY, the Sanitation Districts Agency, SAFCA and their respective governing bodies, officers, directors, officials, employees, and authorized agents and volunteers, (each an “Additional Insured Party” and collectively, “Additional Insured Parties”), shall be included as Additional Insureds as respects liability caused, in whole or in part, by the acts or omissions of

CONTRACTOR, or the acts or omissions of those acting on behalf of

CONTRACTOR; or premises owned, occupied or used by CONTRACTOR in performance of work or services provided by CONTRACTOR.

4.2. The required additional insured status of Additional Insured Parties may be satisfied by any of the following methods:

4.2.1. Use of a commercially available ISO Additional Insured form or other comparable insurance company form as broad in scope and coverage that provides “automatic” or “blanket” additional insured coverage as required by written contract or agreement.

4.2.2. Use of policy language as broad in scope and coverage that provides “automatic” or “blanket” additional insured coverage as required by written contract or agreement.

4.2.3. Use of a commercially available ISO Additional Insured endorsement form or other comparable insurance company form as broad in scope and coverage that specifically names Additional Insured Parties as Additional Insureds.

4.3. Additional Insured Parties shall be included under CONTRACTOR’s

Completed Operations coverage as required by written contract or agreement or as specifically endorsed as applicable.

4.4. CONTRACTOR’s Commercial General Liability policy shall include a waiver of subrogation in favor of the Additional Insured Parties as required by written contract or agreement or as specifically endorsed as applicable.

4.5. CONTRACTOR’s Commercial General Liability policy shall provide that for any claims related to the Agreement, CONTRACTOR's insurance coverage shall be primary and non-contributory, as required by written contract or agreement, or as specifically endorsed as applicable, as respects Additional

Insured Parties. Any insurance or self-insurance maintained by Additional

Insured Parties shall be excess of CONTRACTOR's insurance, whether

CONTRACTOR’s insurance is self-insurance, a primary Commercial General

Liability policy, excess or umbrella policy, or a combination thereof, and any insurance or self-insurance maintained by Additional Insured Parties shall not contribute with it.

4.6. CONTRACTOR’s Commercial General Liability policy shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

4.7. If CONTRACTOR maintains higher limits than the minimums shown above, whether on a primary or excess basis, COUNTY requires and shall be entitled to coverage with the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverages shall be available to COUNTY.

4.8. CONTRACTOR shall maintain the required Commercial General

Liability policy, including Completed Operations, at not less than the required minimum limits, for not less than two (2) years after completion of the work or services; or termination or expiration of the contract. CONTRACTOR shall furnish COUNTY with original certificates and copies of required amendatory endorsements, or original certificates and copies of the applicable insurance policy language effecting coverage required by this Contract; or a combination thereof, for the required two (2) years.

4.9. If CONTRACTOR will utilize subcontractors or subconsultants to perform work or services, CONTRACTOR shall require each of its subcontractors or subconsultants, at every tier, to include Additional Insured

Parties as Additional Insureds, including Completed Operations, as required by written contract or agreement, or specifically endorsed as applicable.

4.10. CONTRACTOR shall also have each of its subcontractors or subconsultants, at every tier, to include primary language and waivers of subrogation on their Commercial General Liability policies and Workers’

Compensation policies in favor of Additional Insured Parties, as required by written contract or agreement, or specifically endorsed as applicable.

4.11. It is the express duty of CONTRACTOR that it verifies that its subcontractors, at every tier, have met the requirements stated in 4.9.

through 4.11.

4.12. Failure of CONTRACTOR to obtain additional insured status, primary and non-contributory language, and waivers of subrogation for Additional

Insured Parties, by CONTRACTOR and its subcontractors or subconsultants, at every tier, shall be considered a material breach of the Agreement.

5.0. Specific Insurance Requirements Related to Commercial

Automobile Liability Policies

5.1. CONTRACTOR’s Commercial Automobile Liability policy shall include

Additional Insured Parties as indemnitees and additional (designated) insureds as required by written contract or agreement, or specifically endorsed as applicable.

5.2. CONTRACTOR’s Commercial Automobile policy shall include a waiver of subrogation in favor of the Additional Insured Parties, as required by written contract or agreement, or specifically endorsed as applicable.

6.0. Deductibles and Self-Insured Retention

6.1. Any deductible or self-insured retention that applies to Commercial

General Liability, Commercial Automobile Liability or Professional (E&O), must be declared to COUNTY. Any deductibles or self-insured retention in excess of $100,000 must be declared to and accepted by COUNTY in writing.

CONTRACTOR has the option to provide by separate letter the amount of its

General Liability, Automobile Liability, Professional (E&O) and, if applicable, other coverage deductibles or self-insured retentions to COUNTY’s Risk

Management Office for a confidential review and acceptance prior to the execution of the Agreement. COUNTY reserves the right to require

CONTRACTOR to substantiate its ability to maintain a deductible or self-insured retention in excess of $100,000 through furnishing appropriate financial reports. All deductibles or self-insured retentions shall be borne solely by CONTRACTOR, and COUNTY shall not be responsible to pay any deductible or self-insured retention, in whole or in part.

7.0. (Reserved for future use.)

8.0. (Reserved for future use.)

9.0. (Reserved for future use.)

10.0. Other Insurance Provisions – All Policies

The insurance policies required in this Exhibit are to meet the following provisions:

10.1. ACCEPTABILITY OF INSURERS: All of CONTRACTOR's insurance coverage, except as noted below, shall be placed with insurance companies with a current A.M. Best rating of at least A-:VII and admitted to write insurance in California. Any use of a non-admitted insurer shall be disclosed and shall require COUNTY approval in writing, which approval shall not be unreasonably withheld.

10.1.1. Exceptions:

10.1.1.1. Underwriters at Lloyd's of London, which are not rated by A.M. Best.

10.1.1.2. Workers' Compensation which is provided through a State

Compensation Insurance Fund or a qualified self-insurer for

Workers' Compensation under California law.

10.2. MAINTENANCE OF INSURANCE COVERAGE: CONTRACTOR shall

maintain all insurance coverages in place at all times and provide COUNTY with evidence of each policy’s renewal within ten (10) days after its anniversary date. CONTRACTOR is expressly required by this Exhibit to immediately notify

COUNTY if it receives a communication from its insurance carrier(s) or agent that any required insurance is to be canceled, non-renewed, reduced in scope or limits (excepting reduction of limits due to claims) or otherwise materially changed that would reasonably adversely impact the required insurance coverages, limits or related requirements as required herein. CONTRACTOR shall provide evidence that such cancelled or non-renewed or otherwise materially changed insurance has been replaced or its cancellation notice withdrawn without any interruption in coverage, scope or limits. If commercially available, each insurance policy required herein shall state that coverage shall not be cancelled by CONTRACTOR or its insurer(s), reduced in scope of coverage or limits (excepting reduction by claims), non-renewed, or otherwise materially changed unless the insurer(s) provide thirty (30) days written notice to COUNTY prior to such change. Ten (10) days prior written notice shall be given to COUNTY in the event of cancellation due to nonpayment of premium. Failure to maintain required insurance in force shall be considered a material breach of the Agreement.

10.2.1. If CONTRACTOR fails to procure or maintain insurance as required herein, or fails to furnish COUNTY with proof of such insurance, COUNTY, at its discretion, may consider such failure to be a material breach of the Agreement.

10.2.2. The failure of COUNTY to enforce in a timely manner any of the provisions of this Exhibit shall not act as a waiver to enforcement of any of these provisions at any time during the term of the Agreement.

11.0. Notification of Claim

11.1. If any claim for damages or injury is filed with CONTRACTOR or if any lawsuit is instituted against CONTRACTOR, that arise out of or are in any way connected with CONTRACTOR’s performance under this Agreement and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect any of the Additional Insured Parties, CONTRACTOR shall give prompt and timely notice thereof to COUNTY. Notice shall not be considered prompt and timely if not given within thirty (30) days following the date of receipt of a claim or ten (10) days following the date of service of process of a lawsuit.